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Legals

Terms Of Use
Privacy Policy
Membership Agreement
Content License Agreement
Artist Supply Agreement

TERMS OF USE
THIS AGREEMENT GOVERNS YOUR USE OF THE STUDIO 2.0 WEBSITE. TO LEARN ABOUT USAGE RIGHTS FOR OUR ROYALTY-FREE CONTENT, PLEASE READ OUR CONTENT LICENSE AGREEMENT.
This Web site is owned and operated by Pianezza Paolo Srl. Access and use of this Web site is provided by Pianezza Paolo Srl to you on condition that you accept these Terms of Use, and by accessing or using this Web site, you agree to these Terms of Use. If you do not agree to accept and abide by these Terms of Use you should not access or use this Web site.
Pianezza Paolo Srl may revise and update these Terms of Use at anytime and without notice. You are cautioned to review the Terms of Use posted on the Web site periodically. Your continued access or use of this Web site after any such changes are posted will constitute your acceptance of these changes.
You may not interfere with the security of, or otherwise abuse this Web site or any system resources, services or networks connected to or accessible through this Web site. You may only use this Web site for lawful purposes.
Intellectual Property
All materials (including the organization and presentation of such material) on this Web site (the "Materials") are the property of Pianezza Paolo Srl and its licensors and may be protected by intellectual property laws including laws relating to copyrights, trade-marks, trade-names, internet domain names, and other similar rights.
Unless you have entered into a separate agreement with Pianezza Paolo Srl, such as a Royalty Free License Agreement, any other use of these Materials without Pianezza Paolo Srl's written permission is prohibited.
The Materials may only be used and copied for your own, non-commercial, personal or educational purposes, provided that the Materials are not modified and that copyright and other intellectual property notices are not deleted. You may not create derivative works from or otherwise exploit the Materials in any way.
© 2011 Pianezza Paolo Srl. All rights reserved.
Currency of Web site
Pianezza Paolo Srl updates the information on this Web site regularly. However, Pianezza Paolo Srl cannot guarantee or accept any responsibility or liability for the accuracy, currency or completeness of the information on this Web site. Pianezza Paolo Srl may revise, supplement or delete information, services and/or the resources contained in the Web site and reserves the right to make such changes without prior notification to past, current or prospective visitors.
Linked Web sites
This Web site may provide links to third party Web sites for your convenience only. The inclusion of these links does not imply that Pianezza Paolo Srl monitors or endorses these Web sites. Pianezza Paolo Srl does not accept any responsibility for such Web sites. Pianezza Paolo Srl shall not be responsible or liable, directly or indirectly, for any damage or loss, caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods or services available on or through any third party Web sites or linked resources.
Internet software or computer viruses
Due to technical difficulties with the Internet, Internet software or transmission problems could produce inaccurate or incomplete copies of information contained on this Web site. Computer viruses or other destructive programs may also be inadvertently downloaded from this Web site.
Pianezza Paolo Srl shall not be responsible or liable for any software, computer viruses or other destructive, harmful or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this Web site or your downloading of any of the Materials from this Web site. Pianezza Paolo Srl recommends that you install appropriate anti-virus or other protective software.
Web Site and Materials Provided "As Is"
THIS WEB SITE AND THE MATERIALS ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. PIANEZZA PAOLO SRL DOES NOT REPRESENT OR WARRANT THAT THIS WEB SITE OR THE MATERIALS WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.
Limitation of Liability
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THIS WEB SITE AND THE MATERIALS INCLUDING WITHOUT LIMITATION ANY OF THE INFORMATION CONTAINED THEREIN.
IN NO EVENT SHALL PIANEZZA PAOLO SRL OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THESE TERMS OF USE, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THIS WEB SITE, THE MATERIALS OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
IN ANY EVENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE OR THE USE OR EXPLOITATION OF ANY OR ALL PART OF THIS WEB SITE OR THE MATERIALS IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO FIVE ($5.00) CANADIAN DOLLARS.
SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
Indemnification
You agree to indemnify and hold Pianezza Paolo Srl harmless against all claims or liability asserted against Pianezza Paolo Srl arising out of or in connection with any breach by you or anyone acting on your behalf of any of these Terms of Use.
Notice and Procedure for Making Claims of Infringement
Pianezza Paolo Srl respects the copyright of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Pianezza Paolo Srl with a written communication addressed to our President including substantially the following information:
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. description of the copyrighted work or other intellectual property that you claim has been infringed;
3. a description of where the material that you claim is infringing is located on the Web site;
4. your address, telephone number, and email address;
5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
Please address your letter to our CEO, as follows:
Pianezza Paolo Srl località Oro 6, 21030 Azzio (VA)
Italy
Email
Feel free to email Pianezza Paolo Srl at staff@studio20pianezza.com. However, the Internet is not a fully secure medium and any communication may be lost, intercepted or altered. Pianezza Paolo Srl is not liable for any damages related to communications to or from this Web site. You agree with respect to any information provided by you to us through this Web site or via e-mail that:
" Pianezza Paolo Srl has no obligation concerning such information;
" the information is non-confidential;
" Pianezza Paolo Srl may use, disclose, distribute or copy the information and may use any ideas, concepts or know-how contained in the information for any purpose without compensation; and
" the information is truthful and disclosure of the information does not violate the legal rights of others.
Applicable law
This Web site is controlled, operated and administered by Pianezza Paolo Srl from within Italy. This Web site can be accessed from Italy, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of Italy, by accessing this Web site, you acknowledge and agree that all matters relating to access to, or use of this Web site shall be governed by the laws of Italy and the European laws applicable therein (without reference to conflicts of laws principles).
You also agree that any claims or disputes whatsoever arising hereunder shall be submitted to the exclusive jurisdiction and venue of the Tribunale di Varese (ITALY) and acknowledge that you do so voluntarily.
General
Pianezza Paolo Srl's failure to insist upon or enforce strict performance of any provision of these Terms of Use shall not be construed as a waiver of any provision or right.
If any provision or part thereof of these Terms of Use is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof.
The parties have requested that these Terms of Use and all documents relating thereto be drawn up in English.
Contact
If you have concerns relating to this web site or these Terms of Use, please contact Pianezza Paolo Srl at staff@studio20pianezza.com or via phone at +39 0332 630527.


STUDIO 2.0 PRIVACY POLICY
Studio 2.0 is committed to protecting your privacy. This privacy policy tells you about our online collection, use and disclosure of personal information. The terms of this policy apply to all personal information collected by Studio 2.0 on the website Studio 2.0.com and other country-specific Studio 2.0 websites which are linked to Studio 2.0.com.
This site is operated by Pianezza Paolo Srl and may be accessed in Italy and abroad. For personal information protection purposes, Studio 2.0 is the controller and, unless otherwise noted, is also the processor of the personal information. Information collected may be retained as long as it is reasonably required for the purposes it was collected.
Consent to Collection of Your Personal Information
When you visit this site, certain kinds of non-personal information, such as the website that referred you to us, your IP address, browser type and language, and access times, may be collected automatically as part of the site's operation. We also may collect navigational information, including information about the pages you view, the links you click, and other actions taken in connection with the site. Demographic information (e.g., your occupation, hobbies, gender, or interests) may also be collected and may be linked to your personal information.
We only collect personal information about you after you have provided us with your consent to collect that specific information. By voluntarily providing this information to us, you consent to the collection and use of your personal information as set out in this privacy policy.
Personal information includes:
1. information collected when you register including your member name and password, your name, your mailing address, email address, and phone number.
2. information collected when you make a purchase including your credit card number and billing address.
3. if you become a contributor, information collected when you sign-up as a contributor including banking and other financial institution information required in order for us to compensate you; You may always choose not to provide personal information, but if you so choose, certain products and services may not be available to you.
Use of Your Personal Information
Studio 2.0 collects and uses your personal information to:
" create and manage your membership account;
" process your transactions;
" provide customer service;
" perform research and analysis aimed at improving our products, services and technologies;
" to display content that is customized to your interests and preferences;
" to run contests, select entrants, and choose prize winners;
" to run Interactive Areas;
" if you are contributor to Studio 2.0, to compensate you;
" if you are a contributor to Studio 2.0, to identify your uploaded content as your content; and,
" to communicate with you about your transactions, new products and services. We may send transaction-related communications such as welcome letters, billing reminders, and purchase confirmations. We may also send you surveys or marketing communications to inform you of new products or services or other information or offers that may be of interest. These surveys or marketing communications may come from Studio 2.0. If you do not wish to receive surveys or marketing communications, you may follow the "unsubscribe" instructions included within each email communication. Please keep in mind that, if you choose not to receive marketing communications, you will continue to receive transactional or account communications (e.g., confirmation emails and account balance statements).
Personal information collected by Studio 2.0 may be stored and processed in Italy or any other country in which Studio 2.0 or its parent, affiliates, subsidiaries or agents maintain facilities, and by providing us with your personal information and using our sites or services, you consent to any such transfer of information outside of your country. If you would like to exercise any of your personal information protection rights (including the right to have your personal information deleted), please contact us using the "Contact Information" in the Site.
Disclosing Your Personal Information
Except as set out in this privacy policy, Studio 2.0 does not disclose or sell your personal information to any third-parties.
We may disclose your personal information to third-party service providers who perform services on our behalf. For example, we may hire other companies to handle the processing of payments, to provide data storage, to host websites, to fulfill orders and shipments, to assist in marketing, to conduct audits, etc. Those third-party service providers (i) shall be permitted to obtain only the personal information they need to provide the service, (ii) must protect personal information to the same extent as Studio 2.0, and (iii) shall be prohibited from using it for any other purpose.
If you have entered into and/or won an Studio 2.0 contest, we or a contest sponsor may publish your name and city of residence. Information about our customers, including personal information, may be disclosed as part of any merger, acquisition, or sale of the company and/or its assets, as well as in the unlikely event of insolvency, bankruptcy, or receivership, in which personal information would be transferred as one of the business assets of the company. We will notify you of such an occurrence as described in the "Changes to This Privacy Policy" section below. We reserve the right to disclose your personal information if required or permitted to do so by law.
Accessing Your Personal Information
If you would like to review or revise information that you previously provided to us, you may access and change your personal information in the "Account Details" section of the site.
Personal Information Preferences
Studio 2.0 respects your right to make choices about the use and disclosure of your personal information. If at any time you decide that you do not want to receive surveys or marketing communications from us, please let us know by: (1) checking or unchecking the appropriate box on your online registration form when you sign up or the in "Control Panel" page of the website once you are a member; (2) contacting your Customer Service staff@studio20pianezza.com.
If you choose not to receive marketing communications, please be advised that you will continue to receive transactional or account communications (e.g., confirmation emails and account balance statements).
Use of Cookies and Other Technologies
Studio 2.0 uses "cookies" to enable you to sign in to our services and to help personalize your online experience. A cookie is a small text file that is placed on your hard drive. Cookies contain information, including personal information, that can later be read by a web server in the domain that issued the cookie to you. The information that cookies collect includes the date and time of your visit, your registration information, session identification number and your navigational history and preferences.
Cookies offer you many conveniences. They allow us to identify registered users when they return to the site so that they can retrieve previous image search results, access lightboxes and view their previous invoices. Cookies also save you time by eliminating the need to repeatedly enter the same information.
In some cases, our third-party service providers may use cookies on our sites. We have no access to or control over these cookies. This privacy statement covers the use of cookies by Studio 2.0 only, and does not cover the use of cookies by third parties.
You have the ability to accept or decline cookies. Most browsers automatically accept cookies, but you can usually modify your browser setting to decline cookies. If you choose to decline cookies, you may not be able to sign in or use other interactive features of our sites and services that depend on cookies but you will be able to perform basic navigation through the site.
In addition to cookies, we may use other technologies, including single-pixel gifs (also known as web beacons) on our websites and in promotional e-mail messages or newsletters. These tiny electronic images assist us in determining how many users have visited certain pages or opened messages or newsletters. We do not use these images to collect personal information.
Forums & Other Interactive Services
Our sites may include discussion forums or other interactive areas or services, including blogs, chat rooms, bulletin boards, message boards, online hosting or storage services, or other areas or services in which you or third parties create, post or store any content, messages, comments, materials or other items on the sites ("Interactive Areas"). If you use an Interactive Area, you should be aware that these areas are open to the public and any personal information you post or provide at registration may be viewable by others. We are not responsible for personal information you submit in connection with the Interactive Areas, nor are we responsible for how others might use that information, including to send you unsolicited messages. Interactive Area postings may be retained indefinitely. If at any time you would like to remove a posting, please email us at staff@studio20pianezza.com. Keep in mind that removal of a posting from an Interactive Area does not mean that the posting will be deleted from our systems.
Email Referrals
If you choose to use our email referral services to tell a friend about our products or services (including images in your Lightbox, promotional campaigns, new websites, job postings, etc.), we will ask you for your friend's name and email address. We will use that information to send your friend a one-time email inviting him or her to visit the site and review the product or service you have selected. We may use a third-party provider to administer this function, but any such third-party provider may only use the information submitted to facilitate this one-time email.
Children
We do not intend to solicit or collect personal information from anyone under the age of 18 without parental consent. If you are under 18, you shall not use or enter information on this site, including without limitation, any Interactive Areas of the site without parental consent.
Links
We may link to websites, including those of our subsidiaries and third-party content providers, that have different privacy policies and practices from those disclosed here. We assume no responsibility for the policies or practices of such linked sites, and encourage you to become acquainted with them prior to use.
Changes to This Privacy Policy
We reserve the right to change the terms of this privacy policy at any time. When we make changes, we will revise the "last updated" date at the top of the policy. If there are material changes to this statement or in how Studio 2.0 will use your personal information, we will notify you by prominently posting a notice of such changes here or on our home page, or by sending you an email. We encourage you to review this policy whenever you visit one of our sites.

MEMBERSHIP AGREEMENT
This Membership Agreement governs your membership in the Studio 2.0 community, allowing you full access to the membership portions of the web site located at www.studio20pianezza.com (the "Site"). This Membership Agreement is in addition to the Terms of Use applicable to the Site. The Site is operated by Pianezza Paolo Srl.
Access and use of the membership portions of the Site are provided by Pianezza Paolo Srl to you on condition that you accept the terms and conditions of this Membership Agreement and the Terms of Use, and by accessing or using the membership portions of the Site, you agree to the terms and conditions of this Membership Agreement and the Terms of Use. If you do not agree to accept and abide by this Membership Agreement and the Terms of Use, you should not access or use the membership portions of the Site. In the event of any inconsistency between this Membership Agreement and the Terms of Use, the terms of this Membership Agreement shall govern.
Pianezza Paolo Srl reserves the right, in its discretion, to change or modify all or any part of this Membership Agreement at any time, effective immediately upon notice published on the Site. Your continued use of the membership portions of the Site after such notice constitutes your binding acceptance of the terms and conditions in this Membership Agreement, including any changes or modifications made by Pianezza Paolo Srl as permitted above. If at any time the terms and conditions of this Membership Agreement are no longer acceptable to you, you should immediately cease use of the membership portions of the Site.
Download Credits
Download credits can be purchased from the Credit Purchase Page within the membership portion of the Site. Credits can be purchased online with PayPal.
The price of credits purchased through the Site will be the price specified in the Site at the time of your purchase. Upon presentation of credit card information the purchaser warrants that he/she is the cardholder and that the billing information provided is accurate. By approving the purchase of the product or service, you authorize Pianezza Paolo Srl to charge the designated PayPal account, for the total amount of the purchase.
Use of Content
You acknowledge that the Site contains or may contain information, software, photographs, illustrations, audio files, video files, animations, flash files, data files, code snippets and other material (collectively, "Content") which is protected by copyright, trademark or other proprietary rights of Pianezza Paolo Srl and its affiliates or other third parties (including other members).
You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of the Content, in whole or in part, except as otherwise expressly permitted in this Membership Agreement and any other agreement entered into at the time such Content was downloaded (such as a Content License Agreement).
Content is provided to the Site through members entering into an Artist's Supply Agreement. Subject to the provisions of the applicable Supply Agreement, you may post on the Site any Content owned wholly by you. You may download Content only in accordance with the terms of this Membership Agreement and the then applicable Content License Agreement.
Registration Data and Account Security
In consideration of your use of the Site, you agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain and promptly update the Registration Data, and any other information you provide to Pianezza Paolo Srl, to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) notify Pianezza Paolo Srl immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under your account; and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to Pianezza Paolo Srl.
Rules of Conduct
You agree that you will not use the Site for any purpose that is unlawful or not permitted by this Agreement. By way of example, and not as a limitation, you agree that when uploading to or communicating via the Site, including in respect of any forums, chat-rooms or other exchanges (a "Forum") accessed on or through the Site, you shall not do any of the following:
" Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy) of others.
" Publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information.
" Upload or otherwise transfer files that contain software or other material protected by intellectual property laws (or by rights of privacy or confidentiality) unless you own or control the rights thereto or have received all necessary consents.
" Upload or otherwise transfer files that contain viruses, corrupted files or any other similar software or programs that may damage or inhibit the operation of another computer.
" Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded.
" Falsify the origin or source of software or other material contained in a file that is uploaded.
" Advertise or offer to sell any goods or services or conduct or forward surveys, contests or chain letters.
" Download any file posted by another user of a Forum that you know, or reasonably should know, cannot be legally distributed in such manner.
" Use any communications or Content or other information obtained through the Site in a manner that is competitive with the Site or Pianezza Paolo Srl's business.
You acknowledge that Forums are public and not private communications. Further, you acknowledge that no communication of a third party or Content is endorsed by Pianezza Paolo Srl and no communication of a third party or Content may be considered reviewed, screened or approved by Pianezza Paolo Srl. As explained below, Pianezza Paolo Srl reserves the right for any reason to remove without notice any communication, Content or other material posted to the Site.
You also agree not to use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You also agree not to attempt to gain unauthorized access to any other Pianezza Paolo Srl member accounts, computer systems or networks associated with the Site. You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.
Managing Content
Pianezza Paolo Srl does not and cannot review all communications or Content uploaded to the Site and is not responsible for the content of such communications or Content. Notwithstanding the foregoing, Pianezza Paolo Srl reserves the right to delete, move or edit any communication or Content that it may determine, in its sole discretion, violates or may violate this Membership Agreement or is otherwise unacceptable. You shall remain solely responsible for all communications made or Content uploaded under your Member Name. Pianezza Paolo Srl shall have the right but not the obligation to correct any errors or omissions in any Content, as it may determine in its sole discretion. You acknowledge that any screening of Content performed by Pianezza Paolo Srl to determine Accepted Content is done as a courtesy only.
Pianezza Paolo Srl respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Pianezza Paolo Srl with notice of such infringement in the manner described under Notice and Procedure for Making Claims of Infringement in the Terms of Use.
Confidential Information
You acknowledge that the Confidential Information (defined below) which you obtain through the entering into of this Membership Agreement and the use of the Site constitutes valuable, confidential, proprietary information of Pianezza Paolo Srl and its licensors, and you agree that during the term of this Membership Agreement and thereafter you shall not, without the express written consent of Pianezza Paolo Srl, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Membership Agreement or as required by applicable law.
For the purposes of this Membership Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of Pianezza Paolo Srl, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, Site content belonging to others and other intellectual property.
Indemnity
You agree to indemnify, defend and hold Pianezza Paolo Srl and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "Pianezza Paolo Srl Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including lawyers' fees on a solicitor and client basis) incurred by any Pianezza Paolo Srl Party in connection with: (i) any use or alleged use of the Site under your Member Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your Member Name; or (iii) any breach by you of this Membership Agreement. Pianezza Paolo Srl reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Pianezza Paolo Srl's defense of such claim.
Term and Termination
This Membership Agreement is effective until terminated. You may terminate this Membership Agreement at any time by emailing staff@studio20pianezza.com or by such other means of written notice acceptable to Pianezza Paolo Srl which enables confirmation of your identity and your intention to terminate. Pianezza Paolo Srl reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access the membership portions of the Site at any time for any reason without prior notice or liability. Pianezza Paolo Srl may change, suspend or discontinue all or any aspect of the Site at any time, including the availability of any feature, database, or Content, without prior notice or liability.
Pianezza Paolo Srl may also terminate or suspend your access to the membership portions of the Site for inactivity, which is defined as failing to access the membership portions of the Site for an extended period of time, as reasonably determined by Pianezza Paolo Srl.
Termination of this Membership Agreement does not relieve you of your responsibilities to pay any amounts due to Pianezza Paolo Srl under this Membership Agreement or your obligations to not use the membership portions of the Site or any Content other than in the manner permitted under this Membership Agreement or any other agreement entered into at the time such Content was downloaded (such as a Content License Agreement). Termination of this Membership Agreement shall operate without prejudice to the Pianezza Paolo Srl's rights, defenses and limitations of liability provided under this Membership Agreement, which rights, defenses and limitations of liability shall survive termination of this Membership Agreement.
Upon termination of your access to the membership portions of the Site, you agree to forfeit all download credits remaining in your account.
DISCLAIMER OF WARRANTIES
THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. PIANEZZA PAOLO SRL DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.
PIANEZZA PAOLO SRL DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
LIMITATION OF LIABILITY
YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.
IN NO EVENT SHALL PIANEZZA PAOLO SRL OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, LICENSORS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS MEMBERSHIP AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF PIANEZZA PAOLO SRL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
IN ANY EVENT, PIANEZZA PAOLO SRL'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS MEMBERSHIP AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO FIVE ($5.00) CANADIAN DOLLARS.
SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF PIANEZZA PAOLO SRL OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, OR AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
Age and Responsibility
You represent and warrant that you are of sufficient legal age to use the Site and to create binding legal obligations for any liability you may incur as a result of the use of the Site. You agree to be responsible for all of your use of the Site (as well as for use of your Member Name and password(s) by others, including without limitation, minors living with you). You agree to supervise all usage by minors of the Site under your name or account.
Applicable law
The Site is controlled, operated and administered by Pianezza Paolo Srl from within Italy. The Site can be accessed Italy, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of Italy, by accessing the Site, you acknowledge and agree that this Membership Agreement will be governed under the laws of Italy and the European laws applicable therein (without reference to conflicts of laws principles). You hereby irrevocably submit to the exclusive jurisdiction of Tribunale of Varese (ITALY) with respect to the subject matter of this Membership Agreement. This Membership Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
You consent to service of any required notice or process upon you by email, registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Site, or such other address as you may advise us in writing to use, from time to time.
Any and all disputes arising out of, under or in connection with this Membership Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration in Tribunale of Varese (ITALY).
If Pianezza Paolo Srl is obligated to go to court, rather than arbitration, to enforce any of its rights, or to collect any fees, you agree to reimburse Pianezza Paolo Srl for its legal fees, costs and disbursements if Pianezza Paolo Srl is successful.
General
You specifically agree and acknowledge that you have, in addition to the terms of this Membership Agreement, reviewed the terms of the Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation herein you agree to be bound by them.
Pianezza Paolo Srl's failure to insist upon or enforce strict performance of any provision of this Membership Agreement shall not be construed as a waiver of any provision or right.
If any provision or part thereof of this Membership Agreement is wholly or partially unenforceable the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place thereof an enforceable provision or provisions, or part thereof, that as nearly as possible reflects the terms of the unenforceable provision or part thereof. This Agreement is personal to you and is not assignable by you without Pianezza Paolo Srl's prior written consent. Pianezza Paolo Srl may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
The parties have requested that this Membership Agreement and all documents relating thereto be drawn up in English. Les parties ont demand que cette convention ainsi que tous les documents qui s'y rattachent soient en anglais.
Contact
If you have concerns relating to the Site or this Membership Agreement, please contact Pianezza Paolo Srl at staff@studio20pianezza.com or via phone at +39 0332 630527.
Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS MEMBERSHIP AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND PIANEZZA PAOLO SRL, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND PIANEZZA PAOLO SRL RELATING TO THE SUBJECT OF THIS MEMBERSHIP AGREEMENT.


CONTENT LICENSE AGREEMENT
This Agreement governs the terms by which members and clients of Studio 2.0 obtain the right to use stock photographic, illustrations, animations, video, footage, and other media content provided by members of the Studio 2.0 community through the web site located at www.studio20pianezza.com (the "Site"). This Content License Agreement is in addition to the Terms of Use applicable to the Site and to the Membership Agreement that all persons providing content to or downloading content from the Site have previously entered into. In the event of any inconsistency between this Agreement, the Membership Agreement and the Terms of Use (both of which are incorporated into this Agreement by reference), the terms of this Agreement shall govern.

1. Background of Agreement
(a) This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By selecting the correct box at the end of this Agreement and typing "I Agree" or otherwise signifying your acceptance, you accept this Agreement either for yourself or on behalf of your employer or the entity that is identified as the member account holder, and agree to be bound by its provisions. If you are accepting on behalf of your employer or the entity that is the member account holder, you represent and warrant that you have full legal authority to bind your employer or such other entity. If you do not have such authority or you do not accept or agree with these terms, do not accept the Agreement and do not download the Content.

(b) In this Agreement: (i) "you" or the "Client" means you or, if you are accepting on behalf of your employer or member account entity, then "you" means that employer or entity and affiliates; (ii) "Studio 2.0" or "we" means Studio 2.0, operator of the Site; and (iii) "Content" means any photographic image, illustration, animation, Flash file, film or video footage, visual representation generated optically, electronically, digitally or by any other means or in any media or other material that you are downloading from the Site, together with any accompanying material.

(c) This Agreement is set up as a user-determined document where you will choose to enter into our standard royalty-free content license.

2. Standard License Terms
We hereby grant to you a perpetual, non-exclusive, non-transferable worldwide license to use the Content for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, you cannot do it. All other rights in and to the Content, including, without limitation, all copyright and other intellectual property rights relating to the Content, are retained by Studio 2.0 or the supplier of the Content, as the case may be.

3. Permitted Standard License Uses
(a) You may only use the Content for those advertising, promotional and other specified purposes which are Permitted Uses (as defined below). For clarity, you may not use the Content in products for resale, license or other distribution, unless (i) the proposed use is allowable under an Extended License which is available for the Content; or (ii) if the original Content has been fundamentally modified or transformed sufficiently that it constitutes an original work entitling the author or artist to copyright protection under applicable law, and where the primary value of such transformed or derivative work is not recognizable as the Content nor is the Content capable of being downloaded, extracted or accessed by a third party as a stand-alone file (satisfaction of these conditions will constitute the work as a "Permitted Derivative Work" for the purposes of this Agreement). For example, you cannot superficially modify the Content, print it on a t-shirt, mug, poster, template or other item, and sell it to others for consumption, reproduction or re-sale. These uses will not be permitted as or constitute Permitted Derivative Works. If there is any doubt that a work is a Permitted Derivative Work, you should either obtain an Extended License or contact Studio 2.0's Client Relations for guidance. Any use of the Content that is not a Permitted Use shall constitute infringement of copyright.

(b) Seat Restrictions. Only you are permitted to use the Content, although you may transfer files containing Content or Permitted Derivative Works to your clients, printers, or ISP for the purpose of reproduction for Permitted Uses, provided that such parties shall have no further or additional rights to use the Content and cannot access or extract it from any file you provide. You may install and use the Content in only one location at a time, although subject to the Prohibited Uses and the other terms of this Agreement, you are entitled to utilize the Permitted Uses an unlimited number of times. You may physically transfer the Content and its archives from one location to another, in which case you may use the Content at the new location instead. If you require the Content to be in more than one location or accessible by more than one person, you must download the Content from the Site for each such use or obtain an Extended License for a multi-seat license for the Content. You may make one (1) copy of the Content solely for back-up purposes, and you must reproduce all proprietary notices on this single back-up copy.

(c) Permitted Uses. Subject to the restrictions described under Prohibited Uses below, the following are "Permitted Uses" of Content:

advertising and promotional projects, including printed materials, product packaging, presentations, film and video presentations, commercials, catalogues, brochures, promotional greeting cards and promotional postcards (ie. not for resale or license);
entertainment applications, such as books and book covers, magazines, newspapers, editorials, newsletters, and video, broadcast and theatrical presentations;
on-line or electronic publications, including web pages to a maximum of 800 x 600 pixels for image or illustration Content or to a maximum of 640x480 for video Content;
prints, posters (i.e. a hardcopy) and other reproductions for personal use or promotional purposes specified in (1) above, but not for resale, license or other distribution; and
any other uses approved in writing by Studio 2.0.
If there is any doubt that a proposed use is a Permitted Use, you should contact Studio 2.0's Client Relations for guidance.

4. Standard License Prohibitions
(a) Prohibited Uses. You may not do anything with the Content that is not expressly permitted in the preceding section or permitted by an Extended License. For greater certainty, the following are "Prohibited Uses" and you may not:

use the Content in design template applications intended for resale, whether on-line or not, including, without limitation, website templates, Flash templates, business card templates, electronic greeting card templates, and brochure design templates;
use or display the Content on websites or other venues designed to induce or involving the sale, license or other distribution of "on demand" products, including postcards, mugs, t-shirts, posters and other items (this includes custom designed websites, as well as sites such as www.cafepress.com);
use the Content in any posters (printed on paper, canvas or any other media) or other items for resale, license or other distribution for profit;
use any of the Content as part of a trade-mark, design-mark, trade-name, business name, service mark, or logo;
incorporate the Content in any product that results in a re-distribution or re-use of the Content (such as electronic greeting card web sites, web templates and the like) or is otherwise made available in a manner such that a person can extract or access or reproduce the Content as an electronic file;
use the Content in a fashion that is considered by Studio 2.0 (acting reasonably) as or under applicable law is considered pornographic, obscene, immoral, infringing, defamatory or libelous in nature, or that would be reasonably likely to bring any person or property reflected in the Content into disrepute;
use or display any Content that features a model or person in a manner (a) that would lead a reasonable person to think that such person uses or personally endorses any business, product, service, cause, association or other endeavour; or (b) except where accompanied by a statement that indicates that the Content is being used for illustrative purposes only and any person depicted in the Content is a model, that depicts such person in a potentially sensitive subject matter, including, but not limited to mental and physical health issues, social issues, sexual or implied sexual activity or preferences, substance abuse, crime, physical or mental abuse or ailments, or any other subject matter that would be reasonably likely to be offensive or unflattering to any person reflected in the Content, unless the Content itself clearly and undisputedly reflects the model or person in such potentially sensitive subject matter in which case the Content may be used or displayed in a manner that portrays the model or person in the same context and to the same degree depicted in the Content itself;
to the extent that source code is contained within the Content, reverse engineer, decompile, or disassemble any part of such source code;
remove any notice of copyright, trade-mark or other proprietary right from any place where it is on or embedded in the Content;
sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute the Content or the rights granted under this Agreement;
install and use the Content in more than one location at a time or post a copy of the Content on a network server or web server for use by other users;
use or display the Content in an electronic format that enables it to be downloaded or distributed via mobile devices or shared in any peer-to-peer or similar file sharing arrangement;
use the Content for editorial purposes without including the following credit adjacent to the Content: "©Studio 2.0.com/Artist's Member Name]; or
either individually or in combination with others, reproduce the Content, or an element of the Content, in excess of 500,000 times without obtaining an Extended License, in which event you shall be required to pay an additional royalty fee equal to Euro 0.01 for each reproduction which is in excess of 500,000 reproductions. This additional royalty does not apply to advertisements in websites or to broadcast by television, web-cast or theatrical production.
5. Excess Reproduction Run
In the event you contravene subparagraph 4(a)(xiv) above without purchasing an Extended License, you further agree to notify Studio 2.0 in the event that you (or a combination of you and others involved with you) reproduce the Content, or an element of the Content in excess of 500,000 times. Such disclosure notice must be sent to Studio 2.0 each and every month after which the Content, or an element of the Content, has been reproduced in aggregate over the term of this Agreement in excess of 500,000 times. Each such notice must contain the number of reproductions made in any particular month, provided however the first such notice will only be require disclosure of those reproductions which are in excess of 500,000. Studio 2.0 shall invoice you for the fees associated with such excess use and you agree to pay such invoice within 30 days of receipt.

6. Term of Agreement
(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Content and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Content for any purpose. The Agreement also terminates without notice from Studio 2.0 if at any time you fail to comply with any of its terms. Upon termination, you must immediately (i) cease using the Content and for any purpose; (ii) destroy or delete all copies and archives of the Content or accompanying materials; and (iii) if requested, confirm to Studio 2.0 in writing that you have complied with these requirements.

(b) Studio 2.0 reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Content with an alternative for any reason. Upon notice, sent to the address or contact information provided by you for your member account, or such other address as you may advise us in writing to use, from time to time, of such replacement, the license for the replaced Content immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Content. You agree not to use the replaced Content, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Content, or any Permitted Derivative Works, in products that already exist.

(c) Upon notice from Studio 2.0, or upon your knowledge that any Content is subject to a threatened, potential or actual claim of infringement of another's right for which Studio 2.0 may be liable, you must immediately and at your own expense (i) stop using the Content; (ii) delete or remove the Content from your premises, computer systems and storage (electronic or physical); and (iii) ensure that your clients, printers or ISPs do likewise. Studio 2.0 shall provide you with replacement Content (which shall be determined by Studio 2.0 in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.

7. Studio 2.0 Representations and Warranties
(a) Studio 2.0 warrants that: (i) your use of the Content in accordance with this Agreement and in the form delivered by Studio 2.0 will not infringe on any copyright, moral right, trademark or other intellectual property right and will not violate any right of privacy or right of publicity; and (ii) all necessary model and/or property releases for use of the Content in the manner authorized under this Agreement have been obtained.

(b) While we have made reasonable efforts to correctly categorize and keyword the Content, Studio 2.0 does not warrant the accuracy of such information.

(c) OTHER THAN AS EXPRESSLY PROVIDED IN SECTION 7(a), THE CONTENT IS PROVIDED "AS IS" WITHOUT REPESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. STUDIO 2.0 DOES NOT REPRESENT OR WARRANT THAT THE CONTENT WILL MEET YOUR REQUIREMENTS OR THAT ITS USE WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE CONTENT IS WITH YOU. SHOULD THE CONTENT PROVE DEFECTIVE, YOU (AND NOT STUDIO 2.0) ASSUME THE ENTIRE RISK AND COST OF ALL NECESSARY CORRECTIONS.
IN PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IF YOU ARE DOWNLOADING CONTENT THAT IS IN A FLASH FORMAT OR FILE (WHETHER .SWF OR OTHERWISE), EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7(a),STUDIO 2.0 MAKES NO REPRESENTATION OR WARRANTY RESPECTING SUCH CONTENT WHATSOEVER, WHETHER AS TO OWNERSHIP, TECHNICAL OR LEGAL COMPLIANCE, OR OTHERWISE.

(d) Certain jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. You have specific rights under this warranty, but you may have others, which vary from jurisdiction to jurisdiction.

8. Studio 2.0 Indemnification and Limitation of Liability
(a) Provided that the Content is only used in accordance with this Agreement and you are not otherwise in breach of this Agreement and as your sole and exclusive remedy for breach of the representations and warranties set forth in Section 7 (a) above, Studio 2.0 shall, subject to the terms of Sections 8(b),(c),(d) and (e) defend, indemnify and hold harmless you, your parent, subsidiaries and affiliates and respective directors, officers and employees from all damages, liabilities and expenses (including reasonable outside legal fees), arising out of or connected with any actual or threatened lawsuit, claim or legal proceeding alleging that the possession, distribution or use of the Content by you is in breach of the representations and warranties set forth in Section 7(a) above. The foregoing states Studio 2.0's entire indemnification obligation under this Agreement.

(b) The indemnification set out in Section 8(a) above is conditioned on your prompt notification in writing to Studio 2.0 of such claim and our right to assume the handling, settlement or defence of any claim or litigation. You agree to cooperate with Studio 2.0 in the defence of any such claim or litigation and shall have the right to participate in such litigation at your sole expense. Studio 2.0 shall not be liable for legal fees and other costs incurred prior to the notice of the claim.

(c) IN NO EVENT SHALL STUDIO 2.0 OR ANY OF ITS AFFILIATES OR CONTENT PROVIDERS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS OR AGENTS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE CONTENT, OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. NO ACTION, REGARDLESS OF FORM OR NATURE, ARISING OUT OF THIS AGREEMENT MAY BE BROUGHT BY OR ON BEHALF OF YOU MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION FIRST AROSE.

(d) NOTWITHSTANDING ANY OTHER TERM HEREIN, STUDIO 2.0 SHALL NOT BE LIABLE FOR ANY DAMAGES, COSTS OR LOSSES ARISING AS A RESULT OF MODIFCATIONS MADE TO THE CONTENT BY YOU OR THE CONTEXT IN WHICH THE CONTENT IS USED BY YOU.

(e) NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, THE TOTAL MAXIMUM AGGREGATE LIABILITY OF STUDIO 2.0 UNDER THIS AGREEMENT AND ANY OTHER AGREEMENT UNDER WHICH YOU HAVE LICENSED THE SAME CONTENT, REGARDLESS OF THE FILE SIZE, OR THE USE OR EXPLOITATION OF ANY OR ALL OF THE CONTENT IN ANY MANNER WHATSOEVER AND THE OBLIGATION OF STUDIO 2.0 UNDER SECTION 8(a) SHALL BE LIMITED TO AN AGGREGATE OF TEN THOUSAND (€10.000) Euro. FOR GREATER CLARITY, STUDIO 2.0'S LIABILITY TO YOU IN RESPECT OF THE CONTENT SHALL NOT EXCEED (€10.000) Euro REGARDLESS OF THE NUMBER OF TIMES THAT YOU LICENSE THE SAME CONTENT FROM STUDIO 2.0.

(f) SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

9. Your Indemnification
You agree to indemnify, defend and hold Studio 2.0, its affiliates, its Content providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "Studio 2.0 Parties") harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Studio 2.0 Party as a result of or in connection with any breach or alleged breach by you or anyone acting on your behalf of any of the terms of this Agreement.

10. General Provisions
(a) You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.

(b) Studio 2.0's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.

(c) This Agreement is personal to you and is not assignable by you without Studio 2.0's prior written consent. Studio 2.0 may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.

(d) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.

(e) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Content, pursuant to this Agreement.

(f) This Agreement will be governed under the laws of Italy. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time the Content was downloaded, or such other address as you may advise us in writing to use, from time to time.

(g) Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Varese (Italy), and shall be conducted in the Italian language.

(h) The parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont demand que cette convention ainsi que tous les documents qui s'y rattachent soient en anglais.


12. Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF STUDIO 2.0 AGREEING TO PROVIDE THE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND STUDIO 2.0, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND STUDIO 2.0 RELATING TO THE SUBJECT OF THIS AGREEMENT.


ARTIST'S SUPPLY AGREEMENT
This Agreement governs the terms by artists provide designs and images to members of the Studio 2.0 community, on an exclusive basis through the web site located at www.studio20pianezza.com (the "Site"), and to other prospective purchasers through other distribution venues. This Artist's Supply Agreement is in addition to the Terms of Use applicable to the Site and to the Membership Agreement that all persons providing content to or downloading content from the Site have previously entered into. In the event of any inconsistency between this Agreement, the Membership Agreement and the Terms of Use, the terms of this Agreement shall govern.
1. Background of Agreement
a. If you have access to this Agreement, you qualify for the exclusivity program of Studio 2.0 whereby in return for increased compensation, artists agree to provide exclusivity to Studio 2.0 for elements of the visual content produced by them.
b. This is a fairly lengthy document, and it contains many important provisions that affect your rights and obligations. By ticking the correct box at the end of this Agreement and typing "I agree", this becomes a binding legal agreement between any member intending to upload data or materials onto the Site on an exclusive basis for the relevant category of content (in this agreement referred to as "you" or the "Supplier") and Studio 2.0, operator of the Site. We encourage you to print a copy of the Agreement for your records.
c. The Supplier wishes to appoint Studio 2.0 as its exclusive agent to license, sublicense and distribute Exclusive Content (as defined below) produced by the Supplier on the terms and conditions set forth in this Agreement and Studio 2.0's form of Content License agreement, as such agreement may be amended from time to time or modified for certain clients consistent with the rights granted herein (the "Content License Agreement"), or any distribution partner license agreement provided that such agreement is consistent with rights granted to Studio 2.0 herein. For the purposes of this Agreement, "Content License Agreement" shall be deemed to include all of the Extended License options and provisions to which Supplier has opted-in using the administrative tools relating to his or her account profile on the Site. Your Exclusive Content may be made available for licensing through distribution partner sites only if you opt in to the "Partner Program" category under the Control Panel of your account profile on the Site.
d. Upon accepting the terms of this Agreement, you may make Exclusive Content available to Studio 2.0 by following the "Upload" procedures identified on the Site. Each upload of Exclusive Content will be governed by the terms and conditions of this Agreement, which will be confirmed by you upon each upload.
e. This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable to the Supplier, you must follow the termination procedures set forth below under "Term and Termination".
2. Provision of Exclusive Content
a. In this Agreement, "Exclusive Content" means, as applicable to Supplier, either or both of: (i) Still and Flash Content, and (ii) Motion Content; together in any case with (iii) descriptive and other information, documents (such as model or property releases) or software relating to such Still and Flash Content and Motion Content, as the case may be (collectively, "Content") or otherwise required to enable Studio 2.0 to realize the commercial potential of the rights granted in the Content ("Descriptive Information"); but shall not include (1) Content that is produced as "work for hire" within the meaning of United States federal copyright legislation or is otherwise the result of a specific commission by a bona fide client of the Supplier evidenced by written agreement where the Content deliverable from such commission is for the personal use of the client and not for resale or license to any other person or entity, except to the extent Supplier retains in such Content any royalty free rights of the type outlined in the Content License Agreement; (2) Content that is produced for "Editorial" purposes except to the extent the Supplier retains in such Content any royalty free rights of the type outlined in the Content License Agreement, where "Editorial" means visual reporting to illustrate general interest and specialty stories for information, documentary or photojournalism (but not advertorial) purposes only; (3) Content that is "Rights Managed", which is defined as Content produced by the Supplier and licensed for a fee that is based on one or more limited uses and for which usage history is tracked; (4) Content that is of a category not currently offered for sale by Studio 2.0 (such as stand alone audio files); or (5) other Content specifically designated by the Supplier and agreed by Studio 2.0 as being non-exclusive Content.
b. Notwithstanding the definition of Exclusive Content and the exclusive license granted in this Agreement, nothing shall restrict the Supplier from (i) establishing or maintaining a personal portfolio web-site on which Exclusive Content is posted for the purposes of art display but not the sale or licensing or giving away of rights to the digital Content; or (ii) using Exclusive Content in connection with the sale by Supplier of prints, t-shirts and other merchandise where the sale or licensing or giving away of rights to the digital images or other Content beyond such merchandising use is not involved.
c. The Supplier will provide Exclusive Content to Studio 2.0 using the Upload procedures and policies of the Site or such other procedures and policies as the parties may mutually agree. Studio 2.0, in its sole discretion, may determine which of such Exclusive Content is suitable for posting on the Site or other means of distribution, and only such Exclusive Content as it deems suitable will be considered "Accepted Exclusive Content" for the purposes of applicable provisions of this Agreement.
d. In addition to the terms of this Agreement, the parties acknowledge that Studio 2.0's exclusivity program and the provision of all Exclusive Content are subject to the policies and procedures outlined in the relevant portions of the Site, the terms of which are incorporated by reference into this Agreement. Any breach of the rules relating to the exclusivity program and acceptable Exclusive Content outlined in the Site will be deemed to be a breach of this Agreement.
3. Grant of Authority
a. The Supplier hereby appoints Studio 2.0 as Supplier's exclusive agent and sole distributor to sell, license or sublicense Exclusive Content to third parties within the jurisdictions of Studio 2.0's business, and to collect and remit funds in connection with those endeavours on the terms set forth in this Agreement. For all Exclusive Content, Supplier grants Studio 2.0:
i. The exclusive right and license to use, reproduce, distribute, redistribute, sublicense, publish, republish, upload, post, transmit, crop, package, repackage, produce and sell prints or similar image products, or publicly perform or display the Exclusive Content to prospective purchasers and licensees: (i) through the Site; (ii) through other venues owned or operated by Studio 2.0 or its affiliates from time to time, and(iii) through third party distributors and alliance or channel partners of Studio 2.0, and
ii. The right to grant perpetual, world-wide, non-exclusive and non-transferable licenses or sub-licenses to end-users in accordance with the terms of the Content License Agreement (current copy of which can be found here that the Supplier hereby acknowledges having reviewed and approved) as such agreement may be amended from time to time or modified for certain clients consistent with the rights granted herein or any distribution partner license agreement provided that such agreement is consistent with rights granted to Studio 2.0 herein.

b. In addition to the foregoing grant, so long as the Supplier has not opted out of the "Promotional Uses" category under the Control Panel of his or her account profile on the Site, Studio 2.0 and its distribution partners may post, reproduce, modify, display, make derivative works or otherwise use any Exclusive Content for their own business purposes relating to the promotion of the Site, the Exclusive Content and their distribution programs, and expand the market for the sale or licensing of Exclusive Content (including, without limitation, the use of the Exclusive Content and the Supplier's registered and unregistered trademarks for marketing, sales and promotional efforts whether on the Site or through third parties). The Supplier agrees that Studio 2.0 shall have exclusive rights to design marketing literature for the Exclusive Content, at its own expense, and the Supplier agrees to cooperate in that regard. No compensation shall be due to the Supplier for use of Exclusive Content for such business purposes.
c. The Parties agree that all rights, including title and copyright, in and to the Exclusive Content will be retained by the Supplier, and no title or copyright is transferred or granted in any way to Studio 2.0 or any third party except as provided in this Agreement and license agreements which Studio 2.0 is authorized to enter into on the Supplier's behalf.
4. Intellectual Property Matters
a. The Supplier acknowledges that Studio 2.0 prohibits any Exclusive Content, Descriptive Information or any other material that infringes on any patent, trademark, copyright, trade secret, right to privacy, right to publicity, or any other applicable law or proprietary right to be uploaded to the Site.
b. By uploading Exclusive Content, you are warranting that you own all proprietary rights, including copyright, in and to the Exclusive Content with full power to grant the rights contemplated to be provided in the Content License Agreement or distribution partner license agreements in such Exclusive Content, and that you are not making any of the Exclusive Content available to or through any other distributor, website or other marketing, distribution, sale or licensing venue of any kind not specifically permitted herein. In addition, to the extent that the Exclusive Content contains images of people or persons, you represent and warrant that you have obtained as part of the Descriptive Information a valid and binding model release from all required parties in substantially the same form that will permit the uses for such Exclusive Content contemplated in this Agreement and the Content License Agreement. You also warrant that where required by applicable law, you have also obtained a valid and binding relating to identifiable property contained in the Exclusive Content that might sensibly lead to the identity of or be required by the owner of such property to permit the uses under the Content License Agreement.
c. The Supplier agrees that neither Studio 2.0 nor any of its directors, officers, employees, partners, affiliates or agents shall be liable for any damages, whether direct, indirect, consequential or incidental, arising out of the use of, or the inability to use any Exclusive Content or Descriptive Information, or any error, omission or other matter relating to a model or property release respecting Exclusive Content or Descriptive Information.
5. Compensation
a. Studio 2.0 agrees to pay a portion of the fees collected in respect of Accepted Exclusive Content that is downloaded or otherwise purchased by end-users according to the rate schedule for Still and Flash Content and Motion Content, as the case may be, set forth on Appendix "A" to this Agreement (the "Rate Schedule") and the license or sale of Exclusive Content recorded by Studio 2.0. The parties acknowledge that the Rate Schedule is subject to change in the sole discretion of Studio 2.0 in the ordinary course of its business without notice by posting such changes on the Site. If at any time the Rate Schedule is not acceptable to the Supplier, you may refrain from providing additional Exclusive Content or terminate this Agreement in accordance with its terms.
b. In response to a written request, Studio 2.0 will endeavor to make payment of fees in respect of purchased downloads of Accepted Exclusive Content on a monthly basis on or about the 15th day of the month following the purchase of Accepted Exclusive Content, except when sales reporting from a distribution partner is delayed, in which case payments will be made in the month following the date such sale is reported, provided such fees aggregate a minimum of Euro 100, failing which fees owing will be retained until they exceed such minimum. In all cases, payment of fees to the Supplier will be net of: (i) applicable taxes or other withholdings required by applicable law; (ii) bad debts or other uncollectible sums; (iii) where purchases or licenses are by other than the credit system, fees payable to financial institutions for the processing of any credit card, debit card, e-cheque or alternative payment method; (iv) returns and refunds; (v) legal and other reasonable fees incurred in enforcing this Agreement or the agreements contemplated herein; and (vi) any amounts owing by the Supplier to Studio 2.0 under this Agreement or otherwise.
c. Without limiting the generality of the foregoing, Studio 2.0 is entitled to set-off against any amount owing to Supplier, all amounts to which Studio 2.0 is or may be entitled under this Agreement or otherwise at law, including withholding amounts as security for any pending or threatened claim relating to any matter which is the subject of a representation, warranty or indemnity of Supplier under this Agreement.
d. The parties further agree that Studio 2.0 shall not be required to pay royalties or fees to the Supplier if Studio 2.0 is restrained or otherwise prevented from using rights granted under this Agreement relating to Exclusive Content because those rights are found to be an infringement or contravention of the intellectual or other property rights of a third party, or if Studio 2.0 discovers or determines in its reasonable discretion that the Exclusive Content provided by the Supplier appears for sale or license or give-away elsewhere in contravention of this Agreement
e. In the event Studio 2.0 facilitates a sale or license of Exclusive Content that requires an amendment to the standard Content License Agreement to facilitate such transaction, Studio 2.0 shall be entitled to deduct a reasonable administration fee relating to such sale or license, in addition to its share of the revenue relating to such sale.
6. Passwords
You acknowledge and agree that you will be responsible for each and every access or use of the Upload portions of the Site that occurs in conjunction with your Member Name and such passwords, and that Studio 2.0 is authorized to accept your Member Name and password as conclusive evidence that you wish to upload Exclusive Content pursuant to this Agreement. Studio 2.0 shall have no liability or responsibility to monitor the provision of Exclusive Content under your member name and password.
7. Managing Exclusive Content
. Studio 2.0 has policies and processes which must be adhered to prior to Content being posted on the Site or otherwise being offered for sale or license, and Studio 2.0 agrees to give priority to the posting of Exclusive Content within the general constraints of its business. Notwithstanding that some qualitative standards are required to be met, Studio 2.0 does not and cannot review all Exclusive Content or Descriptive Information uploaded to the Site and is not responsible for the content, quality, or consequences of your uploading such Exclusive Content or Descriptive Information. Notwithstanding the foregoing, Studio 2.0 reserves the right to delete, move, refuse to accept or edit any communication or Exclusive Content that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion, and you hereby agree to forfeit any fees payable in respect of such Content to Studio 2.0 or as it may direct. Studio 2.0 shall have the right but not the obligation to correct any errors or omissions in any Exclusive Content or Descriptive Information, as it may determine in its sole discretion. You acknowledge that any screening of Exclusive Content or Descriptive Information performed by Studio 2.0 to determine Accepted Exclusive Content is done as a courtesy only.
a. You further agree that any Exclusive Content that is not accepted by Studio 2.0 and does not form Accepted Exclusive Content cannot be sold, licensed or otherwise made available to purchasers, licensees or other potential users without the prior written consent of Studio 2.0. Studio 2.0 reserves the right to sell non-accepted Exclusive Content through another site or distribution venue determined by it, the compensation for which will be subject to a new rate schedule agreed between the parties. NOTICE: You acknowledge that the Exclusive Content you provide pursuant to this Agreement that becomes Accepted Exclusive Content may be purchased or licensed by members of the Site or distribution partner sites with the intention that they will adhere to the terms of the Content License Agreement or any distribution partner license agreement. Where Studio 2.0 becomes aware of the breach of a license agreement by a user of Exclusive Content, it agrees that it will take initial steps in accordance with its usual business practices for the exclusivity program to request that the offending party refrain from its prohibited use of such Exclusive Content. Studio 2.0 will use commercial efforts to further assist in the protection of your intellectual property rights, at your request and expense.
b. Notwithstanding the foregoing, given the exigencies of the stock photography business and the prevalence of royalty-free content, Studio 2.0 cannot take responsibility for the compliance by purchasers and licensees of the terms of such agreements. Accordingly, you acknowledge and agree to the possibility of Exclusive Content being used in a manner that is not contemplated in this Agreement or the Content License Agreement or any distribution partner license agreement, and you agree that notwithstanding any rights you may have to pursue the licensees of such Exclusive Content at law, Studio 2.0 shall have no liability to you or any person claiming through you for any breach by a licensee of the terms of any agreement respecting Accepted Exclusive Content.
8. Confidential Information
. The Supplier acknowledges that the Confidential Information (defined below) which it obtains through the entering into of this Agreement, the use of the Site and the provision of Exclusive Content constitutes valuable, confidential, proprietary information of Studio 2.0 and its licensors, and agrees that during the term of this Agreement and thereafter it shall not, without the express written consent of Studio 2.0, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement.
a. For the purposes of this Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of Studio 2.0, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, alliances, Content, graphics, documentation, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members, clients, methodologies, Site content belonging to others and other intellectual property.

9. Representations and Warranties
. The Supplier hereby represents and warrants as follows:
i. The Supplier has the legal capacity and authority to enter into this Agreement, is the sole and exclusive owner of the Exclusive Content, has the right to grant all of the license rights contemplated to be provided under this Agreement, and has not granted any rights or licenses to any Exclusive Content or any other intellectual property or technology that would conflict with this Agreement;
ii. no portion of the Content as delivered to Studio 2.0 from time to time, contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Content will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Site or the Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Content or the Site in any way;
iii. the Content will include all necessary Descriptive Information to enable its effective marketing on the Site, which Descriptive Information will be complete and accurate in all material respects, and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword "doping" or improperly altering search results that would otherwise be applicable to such Content; and
iv. the Content delivered to Studio 2.0 hereunder represents original creations and expressions of subject matter, and no Content or Descriptive Information infringes any copyright, trademark, right of privacy or right of publicity or other proprietary right of any third party, or defames or casts into disrepute in any manner any third party.
a. You represent and warrant that you shall not: (i) license your own Exclusive Content (except occasionally and then only for legitimate creative purposes); or (ii) predominately license the content of only a few contributors. You agree that you will not collude with another Studio 2.0 member to have that member do either of (i) or (ii) above for your benefit. You acknowledge that genuine subscription customers typically license files from many contributors and you agree that your subscription licensing behavior will conform to this typical conduct. In addition to any other available remedies, if you breach this paragraph Studio 2.0 may immediately terminate this Agreement and/or, if applicable, cancel your subscription package without any refund to you. You further agree to forfeit any royalties earned by you in connection with your misconduct.
10. Indemnity
. You agree to indemnify, defend and hold Studio 2.0 and its affiliates, and their respective directors, officers, employees, shareholders, agents and licensees of Exclusive Content (collectively, the "Studio 2.0 Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Studio 2.0 Party as a result of or in connection with: (i) any use or alleged use of the Site or provision of Content under your Member Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your Member Name; (iii) any breach by you of this Agreement; or (iv) any claim threatened or asserted against any Studio 2.0 Party to the extent such claim is based upon a contention that any of the Exclusive Content used within the scope of this Agreement infringes any copyrights, trade secrets, trademarks, right of privacy, right of publicity or other intellectual or other property rights of any third party.
a. Studio 2.0 reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Studio 2.0's defense of such claim.
b. The Supplier agrees that Studio 2.0 shall have the right to determine whether and to what extent to proceed against a licensee or other third party (an "Infringer") for any violation of the Content License Agreement, other license agreement or alleged infringement of other rights of the Supplier. The Supplier hereby releases Studio 2.0 from any and all claims the Supplier might have, either directly or indirectly, arising out of or in connection with a determination by Studio 2.0 to proceed or not to proceed against any Infringer in any instance. Studio 2.0 hereby agrees that any monetary recovery it receives as a result of any legal or enforcement action taken against any such Infringer, to the extent such monies are intended to compensate Studio 2.0 for lost licensing fees or statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery ( including, without limitation, reasonable counsel and experts' fees and disbursements on a solicitor and client basis) incurred by or on behalf of Studio 2.0 in connection with such action, be divided between the Supplier and Studio 2.0 pursuant to the provisions of the Compensation section above. In the event Studio 2.0 elects not to proceed against an Infringer, the Supplier shall have the right to proceed against such Infringer for such license violation or infringing action. The Supplier hereby agrees that any monetary recovery it receives as a result of any legal action taken against any such Infringer, to the extent such monies are intended to compensate the Supplier for lost licensing fees or include statutory damages, shall, after deduction of all costs and expenses incurred in gaining such recovery (including, without limitation, reasonable counsel and experts' fees and disbursements on a solicitor and client basis), be divided between the Supplier and Studio 2.0 pursuant to the provisions of the Compensation section above.
11. Term and Termination
. This Agreement is effective until terminated. You may terminate this Agreement with respect to Still and Flash Content or Motion Content, or both, at any time by giving thirty (30) days written notice specifying the category or categories of Exclusive Content to which termination applies to Studio 2.0 using [staff@studio20pianezza.com] or such other means of written notice acceptable to Studio 2.0 which enables confirmation of your identity and your intention to terminate. Studio 2.0 may also terminate this Agreement with respect to Still and Flash Content or Motion Content, or both, for any reason by giving you thirty (30) days notice by e-mail at the last address contained in your membership information. If Studio 2.0 terminates your membership pursuant to the terms of the Membership Agreement, such termination shall be deemed to be notice of termination of this Agreement with respect to all Content, as well.
a. Either party may terminate this Agreement upon written notice effective upon being sent to the last address included on the Site, if the other party (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt, or (v) is in breach of this Agreement.
b. In addition, Studio 2.0 may deem an account to be terminated and may off-set any fees or credits contained in such account against its costs of administration if there has been: (i) in the reasonable opinion of Studio 2.0, any material misrepresentation made as to the capacity, identity or copyright ownership of Content or the Supplier provided hereunder; or (ii) no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact Supplier based on the information provided through the Site as part of the account profile of such Supplier.
12. Effect of Termination
. Upon the termination of this Agreement with respect to Still and Flash Content or Motion Content, or both, the grant of authority given to Studio 2.0 shall cease with respect to the relevant category of Content subject to the following conditions: (i) Studio 2.0 shall remove the applicable Accepted Exclusive Content from the Site and distribution partners within thirty (30) days of the termination of this Agreement; (ii) notwithstanding termination, Studio 2.0 and its distribution partners shall have the right to continue licensing Accepted Exclusive Content until it is removed from the Site or other sites where Accepted Exclusive Content is distributed and for up to (1) year following termination where such Accepted Content has previously appeared in Studio 2.0's promotional materials, CD programs or distribution partner marketing programs; and (iii) regardless of the expiration or termination of this Agreement, Studio 2.0 will continue, in accordance with this Agreement, to pay compensation due to the Supplier at the non-exclusive royalty rate of 20% in respect of licenses granted to members during any transitional period, subject to any rights of set-off under this Agreement or at law.
a. Upon termination, Studio 2.0 will be entitled to retain all amounts owing to the Supplier for a period of thirty (30) days to determine any applicable rights of set-off, and shall be entitled to deduct from such amounts, a reasonable administrative fee for establishing, managing and terminating your account.
b. Notwithstanding any other provision in this Agreement, the termination or expiration of this Agreement with respect to one category of Content shall not alter or reduce the obligations of the Supplier and Studio 2.0 respecting any remaining category of Content, and in any event, shall not alter or affect the rights granted to licensees or sub-licensees by Studio 2.0 pursuant to this Agreement.
c. In the event Supplier terminates this Agreement with respect to Still and Flash Content or Motion Content, or both, and subsequently wishes to re-enter the exclusivity program and provide Exclusive Content, the Supplier may re-apply with respect to that category of Content ninety (90) days after the termination date of the original Artist's Supply Agreement (Exclusive) relating to such category of Content.
d. Termination of this Agreement shall operate without prejudice to the Studio 2.0's rights, defenses and limitations of liability provided under this Agreement, the Membership Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Exclusive Content, Confidential Information, Representations and Warranties, Indemnity, Disclaimer of Warranties and all limitations of liability, shall survive termination of this Agreement and continue in full force and effect.
13. DISCLAIMER OF WARRANTIES
. THE SITE, INCLUDING ANY CONTENT CONTAINED THEREIN, ARE PROVIDED BY STUDIO 2.0 "AS IS" WITHOUT REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. STUDIO 2.0 DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE CONTENT WILL BE MADE AVAILABLE FOR SALE OR LICENSE OR THAT THEIR USE WILL BE UNINTERRUPTED OR ERROR FREE.
a. STUDIO 2.0 DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ANY CONTENT AVAILABLE FOR DOWNLOADING THROUGH THE SITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
14. LIMITATION OF LIABILITY
. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR USE OF THE SITE INCLUDING WITHOUT LIMITATION ANY OF THE CONTENT OR INFORMATION CONTAINED THEREIN.
a. IN NO EVENT SHALL STUDIO 2.0 OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES BE LIABLE FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF PROFITS, INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) IN CONNECTION WITH ANY CLAIM, LOSS, DAMAGE, ACTION, SUIT OR OTHER PROCEEDING ARISING UNDER OR OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE USE OF, RELIANCE UPON, ACCESS TO, OR EXPLOITATION OF THE SITE, THE CONTENT OR ANY PART THEREOF, OR ANY RIGHTS GRANTED TO YOU HEREUNDER, EVEN IF STUDIO 2.0 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER THE ACTION IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE.
b. IN ANY EVENT, STUDIO 2.0'S TOTAL MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT OR IN RESPECT OF THE USE OR EXPLOITATION OF ANY OR ALL PART OF THE SITE OR THE CONTENT IN ANY MANNER WHATSOEVER SHALL BE LIMITED TO THE FEES COLLECTED BY STUDIO 2.0 FOR THE EXCLUSIVE CONTENT THAT IS THE SUBJECT MATTER OF THE CLAIM, BUT IN ANY EVENT WILL NOT EXCEED ONE THOUSAND ($1,000.00) UNITED STATES DOLLARS.
c. SOME JURISDICTIONS DO NOT ALLOW FOR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF STUDIO 2.0 OR ANY OF ITS DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, PARTNERS, AGENTS OR LICENSEES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
15. Applicable law
. The Site is controlled, operated and administered by Studio 2.0 from within Italy. The Site can be accessed from all provinces and territories of Canada, as well as from other countries around the world. As each of these jurisdictions has laws that may differ from those of Italy, you acknowledge and agree that this Agreement will be governed under the laws of Italy applicable therein (without reference to conflicts of laws principles). You hereby irrevocably submit to the exclusive jurisdiction of Tribunale of Varese (ITALY) with respect to the subject matter of this Agreement. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
a. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by you at the time you are first granted access to the membership portions of the Site. You agree to waive any right you may have to (i) trial by jury; and (ii) to commence or participate in any class action against Studio 2.0 related to the Site, this Agreement or any agreements contemplated hereby.
b. Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be submitted to arbitration at Tribunale of Varese (ITALY).
c. If Studio 2.0 is obligated to go to court or arbitration to enforce any of its rights, or to collect any fees, you agree to reimburse Studio 2.0 for its legal fees, costs and disbursements if Studio 2.0 is successful.
16. General
. You specifically agree and acknowledge that you have, in addition to the terms of this Agreement, reviewed the terms of the Membership Agreement and Terms of Use and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement you agree to be bound by them.
a. Studio 2.0's failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
b. This Agreement is personal to you and is binding upon your heirs, executors and legal representatives, as the case may be, and is not assignable by you without Studio 2.0's prior written consent. Studio 2.0 may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
c. If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
d. This Agreement can be amended by the written agreement of the parties or by Studio 2.0 posting amendments on the Upload portion of the Site. Continued provision of Exclusive Content or failure to terminate this Agreement within thirty (30) days of posting of such amendment will be deemed to be acceptance of the amendment by the Supplier and it will be incorporated by reference into this Agreement.
e. The parties have requested that this Agreement and all related documents be drawn up in English. Les parties ont demand que cette convention ainsi que tous les documents qui s'y rattachent soient en anglais.
17. Contact
If you have concerns relating to this Agreement, please contact Studio 2.0 at staff@studio20pianezza.com or via phone at +39 0332630527.
18. Acknowledgement
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND HAD AN OPPORTUNITY TO SEEK INDEPENDENT LEGAL ADVICE PRIOR TO AGREEING TO IT. IN CONSIDERATION OF STUDIO 2.0 AGREEING TO PROVIDE A MEANS FOR THE SALE OR LICENSE OF YOUR EXCLUSIVE CONTENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND STUDIO 2.0, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND STUDIO 2.0 RELATING TO THE SUBJECT OF THIS AGREEMENT.


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