Gradient Terms of Service

This is an agreement (hereinafter "Terms of Service" or "TOS") between you or the entity that you represent (hereinafter "you" or "your") and Gradient S.r.l. (hereinafter "Gradient") governing your use of the Gradient Service (hereinafter "Gradient Service"). If you are entering into this TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity, its affiliates and all users who access Gradient Service through your account or any other account to this TOS, in which case the terms "you" or "your" shall refer to such entity, its affiliates and users associated with it. If you do not have such authority, or if you do not agree with this TOS, you must not accept this TOS and may not use Gradient Service. To become a Gradient user, you must read and accept all following terms and conditions of this agreement. By accessing and using Gradient Service (Website/Service/Application) you accept all terms and conditions, without limitation or qualification. If you do not agree to be bound by this TOS, you may not use or access Gradient Service. Gradient reserves the right to update and modify this TOS at any time without notice. You are advised to check this TOS from time to time for any updates or changes that may impact you. Should you continue to use Gradient Service after any modifications, this will constitute your consent to such modifications. Violation of any of the TOS will result in the termination of your Gradient Service account. Description and Use of Gradient Service Gradient Service is an online web based platform, allowing you to upload your visual contents in order to receive back a Teaser D&I Visual Report about the degree of compliance of your visual communication in terms of Gender Distribution and Gender Priority. You may use Gradient Service for your business use or for internal business purposes in the organization that you represent. You may connect to Gradient Service using any internet browsers supported by Gradient Service. You are responsible for obtaining access to the internet and the equipment necessary to use Gradient Service.

Membership and Termination

You must be 18 years or older to use Service. You must be a human. Accounts registered by "bots" or other automated methods are not permitted. Use of manual or automated software, devices, or other processes to "crawl" or "spider" any web pages contained in Gradient Service is strictly prohibited. Access is provided to a user upon filling the registration form. Each user can access the service once. Gradient reserves the right not to grant access to already registered users. Free Gradient Service Service Gradient Service is a free and limited functionalities version of the service that Gradient provides to its customers. To upgrade to the full service, you may contact Gradient at team@gradient.kellify.com

Content Ownership

You grant Gradient that the visuals uploaded by you are in your ownership and you have the legal permission to use them. You grant that this permission is also given by people represented in the visuals that you upload. We respect your right to ownership of content uploaded by you. You own the content created or stored by you. Unless specifically permitted by you, your use of Gradient Service does not grant Gradient the license to publish or distribute the content uploaded by you for Gradient commercial or marketing purposes. But you grant Gradient permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly perform the content of your user account as required for the purpose of providing Gradient Service to you. Also, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide licence to use, reproduce, adapt, modify, any visuals that you post on or in connection with Gradient Service for science purposes. By ticking the Privacy box, you agree that Gradient may use image recognition technology to group together photos containing people with similar facial characteristics, and to organize and tag your photos. You also agree that Gradient retains image recognition data, including data about the faces, in the photos you upload in Gradient Service. Image recognition features are enabled automatically when you begin using the Gradient Service. By using Gradient Service, you are directing Gradient to store, manage, organize, and provide access to your Images on your behalf for science, research, analysis, training purposes. Gradient acknowledges that you may revoke this authorization at any time by notifying an email at privacy@gradient.kellify.com. If you wish all the visuals to be cancelled we will proceed and erase all of the visuals you uploaded. In the case you would like to erase not all but specific visuals, we will send your visuals back to you and you will manage the aforementioned visuals cancellation; once this process is complete, you will be able to send the new folder back to us. The revocation will not affect any actions taken before the receipt of this written notification. Visuals will be stored in a secure location and only authorized staff will have access to them. They will be kept as long as they are relevant, and after that time, destroyed or archived. This license ends when you request the cancellation of your visuals. Visuals may persist in backup copies for a “reasonable period of time”. You may transmit or publish content created by you using any of Gradient Service or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content that you may receive from others, is provided to you as is for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of Gradient Service, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of Gradient Service you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expresslyagree that Gradient will have the right to block access to or remove such content made available by you, if Gradient receives complaints concerning any illegality or infringement of third party rights in such content. By using Gradient Service and transmitting or publishing any content using such service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Gradient for this purpose.

Intellectual Property Rights

You acknowledge that Gradient owns all rights, title and interest in and to Gradient Service, including without limitation all intellectual property rights, and such rights are protected by international intellectual property laws. you agree that you will not copy, reproduce, alter, modify, or create derivative works from Gradient Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from Gradient Service. Gradient claims no intellectual property rights over the material you provide to Gradient Service. You may not duplicate, copy, or reuse any portion of the HTML/CSS, JavaScript, any visual or application code elements or concepts.

Warranties and Limitation of Liability

Gradient does not warrant that: (i) Gradient Service will meet your requirements or expectations or benefits outlined in the website, (ii) Gradient Service will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (iii) Bugs or errors will be corrected, (iv) Mathematical calculations performed by Gradient Service is accurate. Gradient Service is provided to you strictly on an "As Is" and "As Available" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law. You expressly understand and agree that Gradient shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Gradient has been advised of the possibility of such damages), resulting from your usage of Gradient Service.

Communications from Gradient

Gradient Service may include certain communications from Gradient, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using Gradient Service.

Indemnification

Your use of Gradient Service is at your sole risk and Gradient cannot be held responsible for any implications. Gradient cannot and will not be liable for any loss or damage arising from using Gradient Service.You agree to hold harmless and indemnify Gradient, and its affiliates, officers, agents, and employees from and against any third party claim arising from or in any way related to your use of Gradient Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Gradient will provide you with written notice of such claim, suit or action. The failure of Gradient to exercise or enforce any right or provision of this TOS shall not constitute a waiver of such right or provision. The TOS constitutes the entire agreement between you and Gradient and governs your use of Gradient Service, superseding any prior agreements between you and Gradient (including, but not limited to, any prior versions of the TOS).

Gradient General Conditions

You may not use Gradient Service for any illegal or unauthorized purpose. You must not, in the use of Gradient Service, violate any laws in your jurisdiction (including but not limited to copyright or trademark laws). You agree that you will use Gradient Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence. You shall not agree to, and shall not authorize or encourage any third party to: use Gradient Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, contains viruses, or is otherwise objectionable as reasonably determined by Gradient; use Gradient Service for any fraudulent or inappropriate purpose; resell, duplicate, reproduce or exploit any part of Service without the express written permission of Gradient; use any robot, spider, other automated device, or manual process to monitor or copy any content from Gradient Service. Violation of any of the foregoing may result in immediate termination of this agreement, and may subject you to state and federal penalties and other legal consequences. You shall not: (i) Provide any service based on Gradient Service without prior written permission; (ii) Use the third party links to sites without agreeing to their website terms & conditions; (iii) Post links to third party sites or use their logo, company name, etc. without their prior written permission; or (iv) Use Gradient Service for spamming and other illegal purposes. You must not transmit any worms or viruses or any code of a destructive nature. You must not modify, adapt or hack Gradient Service or modify another website so as to falsely imply that it is associated with Gradient Service. You understand that the technical processing and transmission of Gradient Service, including your content, may be transferred unencrypted and involve (a) Transmissions over various unencrypted networks; and (b) Changes to conform and adapt to technical requirements of connecting networks or devices. You agree not to copy, reengineer, resell, duplicate, reproduce or exploit any part of Gradient Service.Gradient, its affiliates and its sponsors are neither responsible nor liable for any direct, indirect, incidental, consequential, special, exemplary, punitive, or other damages arising out of or relating in any way to your use of Gradient Service. Any material downloaded or otherwise obtained through the use of the Gradient Service is done at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. If any provision of TOS is held invalid or otherwise unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. No advice or information, whether oral or written, obtained by you from Gradient or through or from the Gradient Service shall create any warranty not expressly stated in this TOS. If you have any questions or concerns regarding this TOS, please contact us at team@gradient.kellify.com. Gradient's privacy statement pursuant to Art. 13 of the Regulation (EU) 679/2016 ("GDPR")

1. DATA CONTROLLER: Gradient S.r.l.

For the purposes hereof, the data controller is the company Gradient S.r.l., having registered office in via XII Ottobre 2/63, 16121, Genova (Italy), VAT code and tax code 02697560999 (the "Data Controller"). For any clarification on how personal data is processed by the Data Controller, you may contact the Data Controller at any time: by e-mail to: privacy@gradient.kellify.com, or by regular mail to the Gradient registered office.

2. DATA COLLECTED

The personal data collected by the execution of all the contractual documentation such as the Order Form and the Terms and Conditions (i.e. personal data, contact data), as well as the personal data of any employees and collaborators of the data subject - being the Customer of the Data Controller - which may be disclosed to the Data Controller and processed by the latter for the purposes of performing the contract and the relevant project, is limited to the data required: (i) for the performance of the executed Order Form according to the Terms and Conditions; (ii) for the fulfilment of the Data Controllers' obligations; and (iii) for the notices and correspondence possibly exchanged with the data subjects. (hereinafter jointly referred to as "Data"). The Customer undertakes to give this notice to its employees and collaborators in case of any disclosure of the relevant personal data during the performance of the Order Form and the Terms and Conditions. We also invite you not to disclose to the Data Controller any third party's personal data, unless this is strictly necessary for the achievement of the data processing purposes: in this case, we remind you to perform any law obligations relating to personal data protection and, in particular, to inform third parties about the disclosure of their data and collect their consent, if necessary.

3. LEGAL BASIS AND PURPOSES OF DATA PROCESSING

Data shall be processed: (i) for the purposes of performing the executed Order Form according to the Terms and Conditions; and, consequently, (ii) for the performance of the relevant statutory obligations. The legal basis for personal data processing is theperformance by the Data Controller of the contract that has been stipulated with the data subject, as well as the fulfilment of legal obligations. The processing of Personal Data for the purposes specified above is compulsory and necessary for the proper execution of the activities referred to above. Any refusal - full or partial - to provide Data for such purposes will not allow the Data Controller to perform the contract.

4. DATA NOTIFICATION AND DATA RECIPIENTS

Data will be processed by the Data Controller and by the persons designated by the same (for example, persons in charge of IT system management and of the Gradient technology) may be notified to third parties only if that is necessary for the performance of the activities referred to in Paragraph 2 above. Third party Data recipients, independent data controllers or data processors, are persons (including the Data Controller's Affiliates) who perform, on behalf and in favor of the Data Controller, tasks of technical nature (for example, IT service providers), of organizational kind or professional assistance/advice and service supply. The full list of Data processors is kept at the Data Controller's offices and may be consulted on request, to be sent to the addresses specified in Paragraph 8 below.

5. PLACE OF DATA PROCESSING

The Data processing shall be made at the Data Controller's offices and the Data shall be stored in servers and/or archives located within the European Union Possible transfers outside the European Union will take place only and solely in Countries that guarantee personal data protection as guaranteed by the EU law or, in any case, subject to the adoption of the measures required to ensure a standard of Data protection similar to the one guaranteed within the European Union (stipulation of the so-called Standard Provisions in accordance with the rules established by the European Commission, or of the so-called binding corporate rules).

6. DATA DISCLOSURE

The Data shall not be disclosed.

7. DATA RETENTION PERIOD

Data will be processed both on paper and by electronic, digital or automated media, through systems ensuring their protection, security and confidentiality. In addition, the Data Controller has adopted specific and adequate, logical, legal, organisational and technical security measures to prevent Data loss, illegal use or non-permitted use and unauthorised access. Data is processed only for the time strictly required to achieve the purposes for which it has been collected. In particular - for the purposes specified in Paragraph 2 - data will be retained for the entire duration of the contractual relationship and for the period set forth by the applicable statute of limitation.

8. RIGHTS OF THE DATA SUBJECT

The data subjects hold the rights granted by the GDPR. In particular, pursuant to articles 12-23 of the GPDR, the data subjects are entitled to request and obtain, at any time, access to their personal data, information about data processing, personal data rectification and/or update, erasure and restriction of processing. They are also entitled to object to processing and to request data portability (i.e. to receive personal data in a structured, commonly used, machine-readable format). Finally, the data subjects are entitled to revoke their consent at any time (in any case this shall not affect the lawfulness of the data processing made on the basis of the consent given before its revocation) and to file any complaint to the supervisory authority (in Italy: the Personal Data Protection Authority).

9. CONTACT DATA

The aforementioned rights may be exercised at any time upon request to be sent to the Data Controller: by e-mail to: privacy@gradient.kellify.com, by regular mail to the Gradient registered office. For any other information or clarification about the rights referred to above, you may contact the Data Controller at the same addresses.