PEER PRODUCER GENERAL CONDITIONS

Foreword

YLIWAY.COM, ("YLIWAY"), owned by YLIWAY ITALIA S.R.L., with registered office in Via Cassia n. 1081, 00189 ROMA (RM), C.F./P. VAT 01224910578, REA Number RI - 77305 ("YIT"), licensed to YLIWAY IRELAND LIMITED, BLG Chartered Floor 3, The Boathouse Bishop Street, Dublin 8, D08 HO1F, Ireland("YIL"). It is a platform consisting of a website and mobile app ('Platform') that was created with the aim of helping users to grow professionally and do business.

The platform offers social functionalities, features that allow one to build a professional growth model, to take online courses or courses outside the platform, different types of rooms such as Training Room, Coaching Room, Webinars, Masterclasses, Business Network Room, Events, Circles, Topics and Squads (all together 'Rooms'), to participate in events, to participate in Topics, to create Circles or participate in them, to create and participate in working groups and to apply for open job positions (all together 'Services').

In this Licence Agreement the terms "we" and "us" mean YIL while "you", "your" and "your" means the person (if registering or using a Service as an individual) or the company the person works for and represents (if registering or using a Service on behalf of a company).

Use of the YLIWAY services is permitted by this Licence Agreement with Creators, hereinafter also referred to as "Peer Producers" or "PeerP", which is a binding contract between you and YIL. Your use of the Platform, following registration, constitutes confirmation by You that You are bound by the terms of this Licence Agreement to the Privacy Policy and Cookie Policy. Additional terms may apply to specific features.

The peerproducer.yliway.com platform ("Platform") is dedicated to Creators, i.e. freelancers, companies, teachers, trainers, coaches, room managers and public and private Learning Institutions ("PeerPs") who wish to give visibility to, promote and/or market Online Courses, Off-line Courses, Training rooms, Coaching rooms, Webinars, Masterclasses, Business network rooms, Topics, Circles and Squads (all together "Services") through YLIWAY

This Agreement (the "Agreement") contains the terms and conditions governing the access to and use of the Services by PeerPs through a dedicated account ("PeerP Account") and constitutes an agreement between Creators and YLIWAY IRELAND LIMITED, BLG Chartered Floor 3, The Boathouse Bishop Street, Dublin 8, D08 HO1F, Ireland ("YIL") which operates the Platform pursuant to a service agreement entered into with YLIWAY ITALIA S.R.L, Via Cassia 1081, 00189 Rome P. Iva No. 01224910578, owner of the platform yliway.com ("YIT"). By registering for or using the Services, you (on behalf of yourself or the company you represent) agree to be bound by the terms of this Agreement. The General Terms and Conditions for Peers can be consulted during the registration process which can be accessed through the Business link located in the main menu of YLIWAY and in the Work with us section located in the footer of the same platform.

With the conclusion of the Platform registration process, Creators can start using the services offered by the Platform. This constitutes express acceptance of these General Terms and Conditions, which have the force of a contract concluded directly with YIL.

PeerPs will have to carry out their activities autonomously from YIL and YIT and thus:

without subordination;
without time constraints, subject to the timetable related to the content of the training project;
with no obligation to submit to specific directives except, of course, the rules of conduct required of admitted teachers;
adopting its own organisational criteria.

The English version of this Agreement is the final legal version. All translated versions are available for ease of reference only.

Registration

In order to be a Creator, it is necessary to have a PeerP Account ("Account"). The application can be made by clicking on the Business link in the YLIWAY main menu or through the Work with us section in the YLIWAY footer. When a Creator submits a request to be admitted to the platform, he/she is contacted by dedicated YIL staff who, after approving the application, send the link allowing access to the Platform. In order to start offering the Services, it is necessary to complete the registration process by providing all the mandatory information marked with an asterisk. In order to speed up the registration process, further mandatory information, such as bank details for receiving payments or some additional data, may be requested at a later stage. The mandatory information includes certain personal and administrative information, including, but not limited to, the company name (and/or the name and surname of the business owner), the image or logo to be associated with the profile, address, telephone number, e-mail address, PEC, SDI code and bank details for receiving payments. Where we find that such data is missing or inaccurate, or where it is not provided correctly, we may at any time suspend or cease to provide any or all of the Services at our sole discretion and without notice.

Creators must be 18 years of age or older to set up an account on the "Platform" and to use its Services. If you are under the age of 18 but above the age of consent required to use the online services in the country where you reside, you may not set up an account but may ask a parent or guardian to set up an account so that you can use the services. If you are below the age of consent required to use the online services, you may not set up an account on the PeerP Platform. If YIL learns that the user has created an account in violation of these rules, that account will be closed.

Unless otherwise specified in the Terms of Service, all licenses granted to Creator are personal to you and you may not assign, grant for a fee, or grant any privilege or other right relating to the license or otherwise transfer or sublicense the licensed rights without YIL's prior written consent.

Your Account may not be transferred to a third party and you may not use a third party's Account. Should a Creator contact YIL to request credentials to access his/her Account, the credentials will only be provided on condition that the Creator is able to provide the requested information proving his/her ownership.

Account login credentials

After approval of your Account opening request, YIL will email you your login credentials: userid and password. Keep them in a safe place as you are responsible for all activities associated with your Account. You may therefore not share your Account login credentials with third parties as you are responsible for the activities performed on your Account. Furthermore, YIL does not intervene in disputes involving Creators who have shared their Account login credentials. If you learn that other people are using your Account without your permission, or if you suspect that a security breach has occurred, you must notify us immediately by contacting our support team. We may require certain information from you to confirm that you are indeed the Account holder. Where the Creator may assign roles for the management of certain pages of his or her Account, he or she will be held responsible for the activities carried out in the same way as the Managers of the pages.

Obligations of the Creator

The Creator is responsible for all content he or she publishes, including video lessons, quizzes, practice tests, exercises, resources, answers and content transferred verbally in the course of delivering training rooms, coaching rooms, webinars, masterclasses, business network rooms, Events, Circles, Topics and Squads as well as content published on Creator pages ("Content Provided").

The Creator represents and warrants that:

will provide and keep the account information up-to-date;
has the necessary licences, rights, consents, permissions and authority to authorise YIL to use the Content provided as specified in these General Terms and Conditions and the Terms of Use;
the Content provided does not infringe or misuse the intellectual property rights of third parties;
has the necessary qualifications, credentials and expertise (including training, knowledge and skills) to offer the proposed Services and is committed to ensuring a high quality of the services offered corresponding, in the case of courses, to the standards of its sector and of educational services in general.

The Creator guarantees that not:

publish or provide inappropriate, offensive, racist, denigrating, sexist, pornographic, false, misleading, incorrect, prohibited, defamatory or libellous information or content;
will offer on other platforms the same services offered through YIL at lower prices;
will use users' contact data for spamming or advertising purposes except in the form foreseen and authorised by YIL;
participate in activities that would require YIL to obtain licences or pay royalties to third parties, including the payment of royalties for the public performance of musical works or sound recordings;
frame or incorporate the Services (for the purpose of incorporating a free version of a course) or use other methods to circumvent the terms of the Services;
impersonate another person or gain unauthorised access to another person's account;
interfere with or otherwise prevent other PeerPs from providing their services or content, or
misuse the resources provided by YIL, including support services.

Service Specifications

Types of services

Through the Platform, the Creator can present, promote and market the following services:

Online courses, courses that can be structured in chapters by covering individual topics via video lectures, T Rooms, training material, tests and quizzes. By purchasing an online course, the user acquires all the training content of the course including the training rooms if provided in the course;
Courses outside the platform, i.e. courses that are delivered by external operators in respect of which the platform sends the user directly to the site of the various operators by clicking on the abstract link, or offline courses that require physical presence;
Training rooms, i.e. synchronous lessons on specific skills or topics delivered online at specific dates and times, with a minimum and maximum number of participants, and the user can register for free or by paying a purchase value expressed in credits ('Price') indicated by PeerP during the upload process;
Coaching rooms, i.e. group or 1to1 coaching sessions delivered online at specific dates and times, with a minimum and maximum number of participants, and the user can sign up for free or by paying a purchase value expressed in credits ('Price') indicated by PeerP during the upload process;
Webinar, i.e. an online seminar on specific skills or topics delivered online at specific dates and times, with a minimum and a maximum number of participants, and the user can register for free or by paying a purchase value expressed in credits ("Price") indicated by PeerP during the upload process;
Masterclasses, i.e. a lecture given by one or more experts on a particular discipline delivered online at specific dates and times, with a minimum and maximum number of participants, and the user can register for free or by paying a purchase value expressed in credits ("Price") indicated by PeerP during the upload process;
Business Network Rooms delivered online at specific dates and times, with a minimum and maximum number of participants, and the user can register for free or by paying a purchase value expressed in credits ('Price') indicated by the PeerP during the upload process;
Events, i.e. highly interactive events, often aiming to create an experience as similar as possible to their physical counterparts, such as virtual conferences, virtual sales meetings, career days for students, presentation of new products, presentation of new job opportunities, etc. Events are also delivered online at specific dates and times, with a minimum and maximum number of participants, and the user can register for free or by paying a purchase value expressed in credits ('Price') indicated by PeerP during the upload process;
Squads, productivity services based on the ability to create work groups with related tasks, due dates, comments and document uploads;
Storage spaces for documents or records of content uploaded to the platform;
Plans, i.e. monthly or annual subscriptions, which may be offered on a free trial basis for one month at YIT's discretion, allowing the use of a set of features clearly described in the purchase screens of the plans themselves;
Single functionalities, such as, but not limited to, the possibility to see who has visited one's profile in the last 60 days, the possibility to build up to three professional development projects, the possibility to send inbox messages. These functionalities are indicated on the pricing page.

Price of services

In order to purchase Services through YLIWAY, specific features or subscription plans ("Plans"), you may purchase prepaid credits. One credit corresponds to 1 Euro. When uploading the Services, Creators may enter a price that will be expressed in credits for the purpose of purchasing the Service on YLIWAY.

The Creator is free to request the preferred price but undertakes not to market Services at a lower price than the price requested for the same Service on its own site or on other Platforms.

When a user makes a purchase using a foreign currency, the Base Price will be converted to the user's applicable currency using a system-wide foreign currency conversion rate that is established by YIL and periodically set in a table of corresponding price bands by currency ("Banded Price Matrix"). As the Banded Price Matrix is fixed, these conversion rates may not be identical to the market rate applicable at the time a transaction is processed. YIL reserves the right to update the Banded Price Matrix at any time.

Discount for users who have subscribed to Subscription Plans

The Creator agrees that, with respect to the price, YIL may apply a 10% discount for its Lite subscribers and a 20% discount for its Premium subscribers.

Rules of conduct on publishing content

The Creator may only use the Platform for lawful purposes and is responsible for all content that he or she publishes on the Platform, which must respect the intellectual property rights of third parties and must comply with the guidelines set out by YIL and the provisions of the law. In case of serious and/or repeated violations YIL reserves the right to block your Account.

YIL reserves the right to exercise discretionary powers in the application of these General Conditions. It may restrict or revoke your authorisation to use the Platform and related services and may block your account at any time, with or without prior notice, in the event of a breach of these General Terms and Conditions, in the event of non-payment of amounts due, following fraudulent reversal requests, at the request of law enforcement or government agencies, for prolonged periods of inactivity, for unexpected technical problems or in the event of suspected participation in fraudulent or illegal activities, or for any other reason at its sole discretion. Upon termination, YIL may also delete the Creator's Account and content and prevent the Creator from further accessing the Platform and YLIWAY and from using its Services. Content may still be available on the Platforms and YLIWAY even if the Account is terminated or suspended. You agree to release YIL from any liability to you or any third party for terminating your Account, removing your content, or blocking your access to the Platform, YLIWAY, and related services.

In relation to this type of content, YLIWAY has prepared its own Content Policy and a detection activity that is carried out through the Cinder.io platform. The aim of this activity is to detect content that is inappropriate because it relates to, but is not limited to, violence, racial hatred, gender discrimination, pornography and others.

YIL does not exercise any editorial control over the Educational Content and, therefore, does not guarantee its quality, reliability, validity, accuracy or truthfulness in any way. You should therefore rely, at your own risk, on the information provided by the Creator and on feedback from other users if any.

Creators' Earnings

The calculation formula is as follows:

Value in credits of the Services marketed by the Creator - VAT 22% = Gross calculation basis
Gross calculation basis - 3% administrative fees YIT = Net calculation basis
Net calculation basis x PeerP percentage (50% in the case of online course sales and 80% for all other services) = Net redeemable value
Net redeemable value + VAT applicable in the country of the PeerP = Redeemable amount

How and under which conditions Creators may request redemption of accrued credits

Through the Financial link located in the main menu of the Platform, Creators can check the services sold and can request the redemption of credits if the redeemable value reaches the minimum amount of 50.00 Euro. In this case, if the Creator has correctly entered his bank details, the system will automatically arrange the transfer within 30 days from the moment of the request.

Update on sales and credit redemption requests

Creators can check through the Financial link on the Platform the gross amount sold and the net amount sold in terms of gross amount and net amount.

Refunds and Refund Credits

If a service purchased is not as expected, the user may request a refund from YIL within 30 days of purchase. YIL reserves the right to apply a refund credit or a refund to the original payment method, at its discretion, based on the capabilities of its payment service providers, the platform on which the user purchased the content (website or mobile app), and other factors. No refund is due if this is requested after the 30-day money-back guarantee period has expired or if the product/service has already been executed, customised or made-to-order. However, if previously purchased content is disabled for legal or policy reasons, you are entitled to receive a refund beyond this 30-day limit. YLIWAY also reserves the right to issue a refund to students beyond the 30-day limit in the event of a suspected or confirmed account violation.

If YIL believes, in its sole discretion, that you are misusing the refund policy, such as if you are using a significant portion of content for which you wish to request a refund, or if you have previously received a refund for content, YLIWAY reserves the right to verify with you and if it deems it appropriate to refuse the refund, block your account, and/or restrict all future use of YLIWAY. If YLIWAY blocks your account or disables your access to any content as a result of your breach of the License Agreement, you will not be entitled to a refund.

In case of approval of reimbursement in credits or money in favour of the user, the Creator will be reversed the earnings due to him/her in relation to the specific service subject to reimbursement. If the Creator does not have sufficient credits to cover the amount of the reversal, YIL will accrue a credit to the Creator. In this case, YIL may choose whether to deduct the credits owed to the Creator directly from the Creator's Account or to ask the Creator to send the amount due by bank transfer or via PayPal.

The Creator agrees and accepts that in the event that users have been granted a refund, as provided for in the Terms of Use, the Creator shall not receive any earnings from transactions for which a refund has been granted under the Terms of Use.

Issue of certificate

YIL, through YLIWAY, is authorised to issue a certificate of participation and/or completion and/or passing the final test in respect of the Services offered by the Creators.

Unlimited access to purchased content

A user who purchases "Content" and related supporting educational materials such as, but not limited to, pdfs, presentations, podcasts, video lessons, tests or quizzes, may view the purchased content without time limitation through the My Learning section of their User Account. The Creator authorises YIL to grant the user an unlimited access licence, except where YIL is not required to disable the content for legal or company policy reasons. The user is not permitted any use other than as set out in these Terms and Conditions. Attempts to transfer or resell such content are not permitted in any way.

When Creators publish content on the Platform, they grant YIL the right to offer users a non-exclusive, non-transferable, limited sub-licence to access and display the content for which they have paid the Request Price solely for their own personal, non-commercial and educational purposes.

Content is licensed, not sold. The licence therefore does not grant you the right to copy, redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, create derivative works from, SUB-licence or otherwise transfer or use any of the content. However, YIL reserves the right to revoke any and all licenses to access and use the content at any time if YIL decides or is obligated to disable access to content for legal or business policy reasons, such as if the content to which you have subscribed is the subject of a copyright infringement claim.

Inability to provide Services due to force majeure

Responsibility of YIL

YIL and/or YIT shall not be liable for any delay or failure to perform under these General Terms and Conditions for reasons, events or other matters beyond the reasonable control of YIL and YIT.

Creators' Responsibilities

The Creator undertakes to provide the proposed Services in a timely manner where the type of service envisages provision on specific dates and times, such as in the case of training coaching rooms, webinars, masterclasses and business network rooms, Events, Circles, Topics and Squads. Notwithstanding the fact that YIT PeerPs shall not be held liable for any delays or non-delivery under these Terms and Conditions due to reasons, events or other matters beyond their reasonable control, in the event of non-delivery the Creator shall notify the cancellation through the specific functionality available in the room or event management area. YIL reserves the right to monitor the behaviour of Creators as the adoption of incorrect behaviour towards Users would generate image damage to YIL and YIT. In the event that the Creator cancels the Services to be provided that have already reached the minimum number in more than 10% of cases, YIL reserves the right to suspend or possibly terminate the Creator's account unless the cancellation of the Service is due to reasons, events or other matters beyond the Creator's reasonable control.

Granting of the licence

The Creator grants YIL the rights detailed in the Terms of Use to offer, promote, market and otherwise use the Content uploaded to the Platform and may sub-license it to YLIWAY users for such purposes. This includes the right to add subtitles or otherwise modify the Content to ensure accessibility.

Unless otherwise agreed, the Creator has the right to request at any time the removal from the Services of all or part of the Content provided.

In the absence of any other agreement between the parties, the content will be removed within 60 days of the removal request. YIL's right to sub-license the rights under this section to new users will then cease within 60 days after the request for removal of the Provided Content. However, the rights granted to users prior to removal of the Provided Content will remain in effect in accordance with the terms of such licenses (including any grant of unrestricted access), and YIL's and YIT's right to use such Provided Content for marketing purposes will also survive termination.

YIL reserves the right to record all or part of the Content provided for purposes of quality control and delivery, marketing, promotion, demonstration or operation of the Services.

The Creator grants YIL permission to use its name, image or voice in connection with the offer, service delivery, marketing, promotion and sale of Services offered through the Platform and the Creator waives all rights relating to privacy, publicity, or any other rights of a similar nature to the maximum extent permitted by applicable law.

Intellectual Property

All content on the platform and on YLIWAY, and the proposed Services on both platforms, including our website, our existing or future applications, our APIs, databases, and content that our employees or partners submit or provide through our Services, with the exception of content provided by Creators (teachers, trainers, coaches, room managers, learning institutions, users, and companies) are and shall remain the exclusive property of YIL and its licensors. Our platforms and Services are protected by copyright and trademark laws under the laws of Italy, Europe and other foreign countries. You are therefore not entitled to use the YLIWAY name, or any of YLIWAY's trademarks, logos, domain names, and other distinctive brand features except to advertise your user account and/or to promote the Services offered by you through our platforms. Any feedback, comments, or suggestions you may provide regarding the YLIWAY brand, the Services offered by you or others, and/or our platforms are completely voluntary and we may use them as we see fit and without any obligation to you.

Content published by Creators, including courses, training rooms, coaching rooms, webinars, masterclasses, business network rooms and events, Circles, Topics and Squads remain the property of the Creator. By publishing courses and other content, the Creator authorises YIL and YLIWAY to reuse and share it but does not forfeit any ownership and usage rights to such content.

Procedures in case of intellectual property infringement

General Rules

YLIWAY offers Creators the opportunity to publish their Content. In relation to this type of content YLIWAY has prepared its own Content Policy and a detection activity that is carried out through the Cinder.io platform. The purpose of this activity is to detect content that is inappropriate because it relates to, but is not limited to, violence, racial hatred, gender discrimination, pornography, and more.

YIL and YIT do not exercise any editorial control over the Educational Content and, therefore, do not guarantee its quality, reliability, validity, accuracy or truthfulness in any way. You should therefore rely, at your own risk, on the information provided by the Creator and on feedback from other users if any.

Creators guarantee that they have the necessary authorisation or rights to use the content published on the YLIWAY Platform. Copyright infringing activities on and within the Platform are therefore not tolerated.

In the event of requests for removal of content and/or trademarks for copyright infringement by their respective owners, in relation to content published via the Platform, the process is as follows:

a notification is sent to the Creator by means of a notification on the Platform and an email containing the violation report
the Creator must respond within 48h to the notification received by proving, as set out below, the ownership of the content or must immediately remove it for copyright infringement.

Where it is established that the Creator is responsible for copyright infringement, YIL reserves the right to suspend the Creator's account at its sole discretion.

If the Creator has received more than two notices of removal of content or trademark for valid copyright infringement, YIL reserves the right in its sole discretion to permanently delete the Creator's account.

How to file a copyright infringement report

If you wish to report content on YLIWAY and you are the owner or the designated agent of the owner of the rights to the content that you believe is infringed by the content, the most effective method is to use the copyright complaint form.

Before submitting a takedown request for copyright infringement, remember these important points:

We cannot activate a copyright complaint procedure that is not sent by the copyright holder or a person appointed by the copyright holder. This is because we have no way of knowing whether the creator who posted the content you are reporting has received permission to use the content. We will therefore ask you to confirm that you are the copyright holder or that you have the authority to represent the copyright holder.
YIL reserves the right to claim damages from anyone who, in violation of the law, sends a false copyright infringement notice.

To be considered, your copyright claim must be sufficiently argued. This means that:

You will have to provide sufficient information to enable us to contact you, including your full company name, an e-mail address, physical address and (optionally) telephone number;
If you are submitting a report on behalf of a company, you should include the name of the company and your relationship with the company;
You must either precisely identify the original copyrighted material or, if more than one copyrighted work is indicated in your report, you must provide a sufficiently representative list of such original material (e.g. the URL where the material is located);
You will have to provide information that is sufficient for us to identify the content reported as infringing on YLIWAY (the URL on our website and the exact name of the content and the Creator);
You must add the following statement: "I declare that the information in this complaint is accurate and that I am the copyright owner or am authorised to act on behalf of the copyright owner. I affirm in good faith that I believe that the use of the material in the manner complained of is not authorised by the copyright owner, its agent, or the law."

How to file a trade mark infringement report

YIL and YIT expect that reported content will be removed from our platform when it actually infringes a third party's trademark. If you are a trademark owner or an authorised representative of a trademark, you may submit a removal request for trademark infringement to YIL who, in agreement with YIT, reserves the right to cancel the PeerP Account and/or the infringing user's account at any time.

The quickest and easiest way to submit a removal request for trade mark infringement is to use the trade mark infringement complaint form. A copy of the request will be sent to the person who uploaded the reported content.

Before submitting a removal request for trade mark infringement, remember these important points:

To be considered, your trade mark complaint must be sufficiently argued. This means that your communication must essentially include the following:
Your full contact information (name and surname, mailing address and e-mail address or telephone number);
The specific word, specific symbol, etc. for which you claim trade mark rights;
Basis of the trade mark claim (such as national or Community registration), including the registration number, if any;
country or jurisdiction under which you claim trade mark rights;
Product and/or service category for which you claim rights;
The precise position(s) in the reported course URL(s) where your brand can be found;
How do you think this content is infringing your trademark;

If you are not the rights holder, explain your connection to the rights holder through one of the following statements:

"I affirm in good faith that I believe that the use of the mark as described above and in the manner complained of is not authorised by the owner of the mark, its agent or the law";

"The information contained in this notice is accurate and I declare that I am the owner or am authorised to act on behalf of the owner of the allegedly infringed trade mark";

"I agree to YIL sending my complaint, including my contact information, to the reported user";

Finally, you will have to put your electronic signature ('/s/' followed by your first name and surname, e.g. '/s/ Giovanni Verdi') or your physical signature on the submitted declaration.

Please be advised that sending a false or misleading claim constitutes a criminal offence and may result in your liability. YIL reserves the right to claim damages from anyone who sends a false or misleading trademark infringement notification.

Before filing a trade mark infringement complaint, make sure that the use of your trade mark in the content does not qualify as fair use.

How to respond to a claim of copyright or trade mark infringement

If we receive a valid copyright infringement takedown request, we will send a copy of that request to the Creator who posted the reported content, along with a notice indicating that

the content was reported for copyright infringement;
that we are removing the content from the Creator and YLIWAY platform.

We will also attach a form that the Creator can fill out and send back to us as a counter-notification. If the content has been reported for copyright infringement and removed from the Creator and YLIWAY platform, and if you believe that we have made a mistake or that you have the permission of the owner of the reported content to use that content, you may send us a counter-notification.

Please be advised that intentionally sending a counter-notification to a false or misleading infringement complaint constitutes a criminal offence and you may be held liable and consequently pay damages. YIL reserves the right to claim damages from anyone who sends a counter-notification to an infringing complaint.

To be valid, the counter-notification must be in writing and must include the following information:

Your physical or electronic signature;
Your name, address and e-mail address or telephone number;
Identification of the content that was removed and the location (URL) where it appeared before being removed (you can access this information from the copyright infringement takedown request sent for the content; we always attach a copy when we send you the notification);
A declaration, aware of the criminal liability and consequent penalties that may be incurred in the event of false statements, falsification of documents, or use of false documents, stating that he/she has a good faith belief that the material was removed or disabled in error or that misidentification of the removed or disabled material has occurred; and
A statement that you agree (i) to have YIL share your name and contact information with the Applicant, (ii) to receive notice of the proceedings of any legal action by the Applicant or the Applicant's agent, and (iiI) to accept the jurisdiction of the Court of Rome to resolve any disputes.

Management of page roles

The Platform allows Creators to assign management roles to other YLIWAY users ("Managers"). By assigning a particular role, Creator agrees to authorise Managers to take certain actions that affect their account and the Content provided. Violations of YIL's terms and policies by Managers may also affect the YIL account and the Content provided. YIL assumes no responsibility for any disputes between Creators and Managers.

Relations with other YLIWAY users

YLIWAY was created with two aims: to help all Users, including Creators, to grow professionally and to do business. For this reason, YLIWAY aims at facilitating all Users, and of course Creators too, in setting up and optimising their funnel and/or their professional and/or economic goals. With this in mind, although Creators do not have a direct contractual relationship with the users who make use of their Services, they may contact them as users of the Platform, in compliance with data protection regulations. The Creator undertakes, however, to indemnify YIL and YIT against any claims arising from its use of the personal data of users acquired through YIL and YLIWAY.

Payments

Earnings calculation method

When a user purchases Content provided by Creators, YIL calculates the gross amount of the sale as the amount it actually received from the user ("Gross Amount"). From that amount, it calculates the net amount of the sale ("Net Amount") by deducting Transaction Taxes, any mobile platform fees applied to sales made through a mobile payment service provider, and an administration and handling fee of 3% for all sales not made through a mobile payment service provider.

The Creators' share of earnings shall be 50% of the Net Amount less applicable deductions in the event of the sale of courses and shall be 75% of the Net Amount less applicable deductions in the event of the sale of training rooms, coaching rooms, webinars, masterclasses and business network rooms, Events, Circles, Topics and Squads.

Any changes to this payment rate shall be communicated by YIL with 30 days' notice by appropriate means, e.g. by sending an e-mail or publishing a notification via the Platform.

YLIWAY makes all payments to Creators in Euro (EUR) regardless of the currency used for the sale. YIL does not bear any foreign currency conversion fees, transfer fees, or other processing fees incurred by Creators. The sales price (in local currency) and the converted sales amount (in EUR) will be indicated in the earnings report.

Receipt of payments

In order for YIL to make payments to Creators in a timely manner, Creators must have a bank account or PayPal account. They must also provide any identifying information or tax documentation (e.g., SDI code) necessary for payment of amounts due and agree that YIL has the right to withhold from payments any taxes due. YIL reserves the right to withhold payments if it does not receive the appropriate identifying information or tax documentation from Creators. The Creator agrees and accepts that he/she is ultimately responsible in relation to any taxes on his/her income.

Depending on the applicable revenue share model, payment will be made within 30 days from the date of request through the Platform. YIL reserves the right not to pay the funds in the event of an identified fraud, infringement of intellectual property rights or other violation of the law.

In the event that YIL is unable to liquidate the funds in Creator's payment account after the period specified by the state or other public authority in the unclaimed property laws, YIL may process the funds due to Creator in accordance with its legal obligations.

Account deletion

Guidance on how to delete the Creator's account is available here. YIL will use commercially reasonable efforts to make any remaining scheduled payments due to Creator before deleting Creator's account. Creator agrees that if users have previously made purchases of Provided Services, Creator's name and Provided Services will remain accessible to such users even after account deletion.

Registered trademarks

If authorised by YIT, and subject to the requirements below, the Creator may use the registered trademarks of YLIWAY.

In relation to the use of trade marks the Creator must:

use only those trademark images that YIL and YIT make available, as described in detail in the guidelines published by YIL;
use only YIL's and YIT's trademarks in connection with the disclosure and promotion of YLIWAY and in connection with the disclosure and promotion of the Services offered on YLIWAY and cease using them immediately if YIL requests it.

In connection with the use of trade marks the Creator shall not:

use the trademarks of YIL and YIT in a misleading or disparaging manner;
use YIL's and YIT's trademarks in a manner that their use implies endorsement, sponsorship or approval by YIL and YIT of the Services provided by the Creator or content or services provided by the Creator outside of YIL.
use YIL's and YIT's trademarks in a manner that violates applicable law or in connection with an obscene, indecent or unlawful topic or material.

Disclaimers

Platform or YLIWAY malfunctions may occur due to planned maintenance work or technical problems, and security problems may also occur despite the Platform and YLIWAY adopting the highest quality standards. These are just a few examples. The Creator agrees not to take any legal action against YIL or YIT should problems such as those described above occur. In legal and more exhaustive terms, the services provided by the Platform and YLIWAY, and the content thereof, are provided on an "as is" and "as available" basis. YIL may decide to no longer make specific Platform features available at any time and for any reason. In no event shall YIL and its suppliers or partners be held liable for any damages due to such interruptions or unavailability of such functionality. In addition, YIL shall not be responsible for delays or failure to provide any services of a computer or non-computer nature due to events beyond our reasonable control such as an act of war, hostilities or sabotage, natural disaster, interruption of power supply, Internet or telecommunications service or government restrictions.

YIL and its suppliers or partners make no representations or warranties as to the suitability, reliability, availability, timeliness, security, error-free nature or accuracy of the services offered or the content contained therein, and expressly disclaim all warranties or conditions, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. YIL and its suppliers, partners and agents make no warranties about your ability to achieve specific results from your use of the Services. Your use of the Services, and the content therein, is entirely at your own risk. Some jurisdictions do not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.

Applicable law, place of jurisdiction and compensation

Should the Creator's conduct cause us legal problems, we may take legal action against the Creator. The Creator agrees to indemnify, defend (at our request) and hold harmless YIL, our group companies, and their officers, directors, suppliers, partners and agents, from any third party claims, demands, losses, damages or expenses, including reasonable legal fees, arising:

content that is published or submitted;
from the use of the Services;
violation of these Terms;
infringement of the rights of third parties.

This Agreement shall be governed by and construed in accordance with the laws of Italy. Accordingly, the interpretation, performance and termination of this Contract shall be subject to Italian law.

Should one or more provisions of this agreement be held invalid, illegal or unenforceable, this shall not affect the validity, legality and enforceability of the remaining provisions, which shall continue in full force and effect.

Confidentiality

In the course of using the Platform, the Creator may receive confidential and/or proprietary information relating to us, our corporate group and/or the Services that is not known to the general public including, without limitation, any information relating to these General Terms and Conditions ("Confidential Information" ").

The Creator agrees that:

all Confidential Information shall remain the exclusive property of YIT and shall not be disclosed;
shall only use the Confidential Information to the extent reasonably necessary for the provision of Services via the Platform;
is not authorised to disclose confidential information directly or indirectly (including through third parties) to any individual, company or other third party

The Creator further agrees to take all reasonable steps to protect the Confidential Information from any use or disclosure that is not expressly permitted in this Agreement.

Data processing during purchase and use of Services

YLIWAY ITALIA S.R.L., with registered office in Via Cassia n. 1081, 00123 ROMA (RM), C.F./P. IVA 01224910578, REA Number RI - 77305, e-mail: dpo@yliway.com; PEC rethingkingthefuture@legalmail.itthe and YLIWAY IRELAND LTD, with registered offide at 3^RD FLOOR, THE BOATHHOUSE, BISHOP STREET, Dublin 8, Ireland, D08 H01F, are data controllers of your personal data (hereinafter also referred to as "Joint Data Controllers"). The Joint Controllers have entered into an agreement pursuant to Article 26 of the GDPR.

Please read the privacy policy published on the site.

Various legal terms

Updating these Terms

From time to time YIL reserves the right to update these Terms to clarify or indicate new or different practices, for example if new features are added, and YIL reserves the right, in its sole discretion, to change and/or modify these Terms at any time. Any material changes will be communicated to you using appropriate methods, such as by notification sent to the email address specified in your account or posted via our Services. Changes will take effect from the date of their publication, unless otherwise stated.

Your continued use of our Services after the effective date of the modified Terms will signify your acceptance of the modified Terms. The modified Terms shall prevail over all previous Terms.

Translations

Any version of these Terms in a language other than English is provided for convenience, and Creator rP acknowledges and agrees that, in the event of any conflict, the English language version shall prevail over all other versions.

Relations between the parties

The parties agree not to be bound by any joint venture, collaboration, employment, principal or agency relationship.

Survival

The following sections shall survive the expiration or termination of these General Terms and Conditions: sections 2 (Granting of licence to YIT), 3.3 (Relations with other users), 5.3 (Receipt of payments), 5.4 (Refunds), 7 (Deletion of account) and 8 (Miscellaneous legal terms).

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