WEXVR CHANNEL OWNER AGREEMENT

Parties and purpose

This Channel Owner Agreement (the “Agreement”) is entered into between WHITE EXCHANGE SRL, an Italian limited liability company with registered office at Via Durini 25, 20122 Milan, Italy, VAT No. 12380700968 (“WHTEXCH”, “we”, “us”, or “our”), and the channel owner identified during the sign up phase and acceptance flow (“Channel Owner”, “you”, or “your”).

The Agreement governs the Channel Owner’s access to Wexvr (www.wexvr.com) and the opening of a professional channel (“Channel”) for the upload, display, distribution, monetization, and exploitation through the Wexvr service of audiovisual and immersive content supplied by the Channel Owner (“Channel Content”).

“Service” means the WEXVR website (www.wexvr.com), the WEXVR application made available within the Meta Horizon ecosystem on compatible Meta Quest headsets, and the related software, application programming interfaces, virtual reality integrations, dashboards, billing, support, moderation, and ancillary functions operated by WHTEXCH from time to time. “Commercial Schedule” means the separate written commercial document executed by the Parties setting out revenue share, fees, payout frequency, currency, and other economic terms.

Business Status

Wexvr is a paid video-sharing and hosting service for audiovisual, immersive, and VR content. All content made available through the user-facing service is paid content. Purchases are generally completed on www.wexvr.com using a supported card-based or other processor-approved payment method. After successful payment, access is unlocked only within the supported Wexvr / Meta Horizon application flow on compatible Meta Quest headsets, and not on other headsets or devices unless WHTEXCH expressly states otherwise.

The Channel Owner represents and warrants that it acts in a professional, trade, business, studio, creator-economy, or commercial capacity and not as a consumer. If the Channel Owner is an individual, the individual confirms that the account is used for professional purposes. If the individual accepting this Agreement, opening a channel, or using the Service on the Channel Owner side acts on behalf of a company, studio, collective, brand, rights holder, estate, production entity, or other person or entity, that individual represents and warrants that they are duly authorised, formally delegated, or otherwise legally empowered to bind that person or entity to this Agreement. In that case, references in this Agreement to “Channel Owner”, “you”, or “your” mean the person or entity for whose benefit or on whose behalf the channel is opened and operated, as well as, where the context requires, the individual acting for that Channel Owner. The individual completing acceptance remains personally responsible for the truth, completeness, and authority of the representations made during onboarding and acceptance. The Channel Owner of its delegate can request the WHTEXCH team to support in opening a Channel and uploading video, in such case, the Channel Owner is considered responsible for the acceptance of all the terms and conditions.

The parties are independent contractors. Nothing in this Agreement creates any partnership, employment, worker, franchise, fiduciary, agency, brokerage, representation, or joint-venture relationship. The Channel Owner has no authority to bind WHTEXCH, make representations on WHTEXCH’s behalf, or incur obligations in WHTEXCH’s name.

Services Provided

WHTEXCH operates a video-sharing platform and may register, notify, or otherwise interact with AGCOM or other competent authorities in that capacity where required by law. WHTEXCH provides the technical infrastructure, user-facing service, moderation systems, content controls, billing flow, and payment integrations for the Service. Unless WHTEXCH expressly states otherwise, consumer-facing purchases are completed through the Wexvr website and the purchased entitlement is unlocked only within the supported Wexvr / Meta Horizon application flow on compatible Meta Quest headsets.

For paid access sold through the Wexvr checkout flow, WHTEXCH operates the user-facing checkout, billing flow, entitlement activation path, and customer interface through which end users obtain access to Channel Content through the Service. Amounts paid or credited by WHTEXCH to the Channel Owner under this Agreement are contractual amounts due under the parties’ business relationship, including revenue share, licence fees, royalties, promotional allocations, or other agreed compensation, and are not pass-through amounts collected, held, safeguarded, or processed by WHTEXCH on behalf of the Channel Owner unless an express written addendum signed by WHTEXCH states otherwise.

The Channel Owner acknowledges that WHTEXCH may use Stripe Managed Payments, other merchant-of-record solutions, payment service providers, tax engines, anti-fraud tools, and customer support providers as part of the Wexvr commercial model.

Third-party platform and service dependencies. The Channel Owner acknowledges that the Service depends on third-party platforms, providers, and infrastructure, including Meta, payment processors, hosting and delivery providers, tax and compliance tools, and other external systems. Changes, restrictions, failures, withdrawal of support, policy decisions, account limitations, or technical conditions imposed by any such third party may affect onboarding, publication, availability, playback, monetization, settlement, or access to Channel Content without giving rise to liability on the part of WHTEXCH except to the extent required by applicable law.

Onboarding and ongoing eligibility

The Channel Owner must complete all onboarding, KYC, sanctions, beneficial-ownership, tax, payout, and compliance steps requested by WHTEXCH or its providers. WHTEXCH may refuse onboarding or suspend the Agreement where information is incomplete, inaccurate, outdated, unverifiable, or creates legal, regulatory, reputational, platform, or processor risk.

The Channel Owner must promptly update any change in legal name, ownership, authorized signatory, tax residence, VAT/GST registration, banking or payout details, sanctions exposure, or business activities.

Channel management and authorised team members. The Channel Owner is solely responsible for the creation, administration, and operation of its channel, including all acts and omissions of its owners, employees, contractors, administrators, editors, operators, agents, delegates, and any other persons to whom the Channel Owner grants access to the channel, dashboard, upload tools, reporting tools, or related Service features (collectively, the “Channel Team”). The Channel Owner must ensure that only duly authorised persons form part of the Channel Team and that all such persons comply with this Agreement and all applicable WHTEXCH policies. Any act or omission of a member of the Channel Team shall be deemed an act or omission of the Channel Owner.

WHTEXCH may rely on the apparent authority of any person who uses the Channel Owner account, channel tools, onboarding flow, reporting tools, or support channels on behalf of the Channel Owner, and is under no obligation to investigate internal mandates, corporate approvals, delegated powers, or internal disputes unless WHTEXCH expressly chooses to do so.

License grant and exploitation rights

Unless otherwise stated, the Channel Owner grants WHTEXCH, during the Term and any sell-off or post-termination compliance period, a worldwide, exclusive, royalty-bearing license to host, display, communicate to the public, stream, distribute, market, promote, geoblock, age-gate, excerpt, subtitle, thumbnail, package, bundle, and otherwise exploit the Channel Content through the Service and related promotional channels solely as reasonably necessary to operate, secure, market, moderate, monetize, and support the Service.

To the extent needed to support the Wexvr service model, the Channel Owner authorizes WHTEXCH to host, present, market, and make Channel Content available to end users through the Wexvr service and under the Wexvr service terms, subject to the economic arrangements in the Commercial Schedule or other commercial agreement executed in writing with the Channel Owner.

• The licence survives to the extent needed to complete ongoing billing periods, legal compliance, dispute handling, tax retention, evidence preservation, and rights enforcement.

• No ownership of the underlying intellectual property transfers to WHTEXCH except for limited rights expressly granted here.

Channel Owner warranties and content standards

The Channel Owner represents, warrants, and undertakes on a continuing basis that: (i) it owns or controls all rights required for the upload and exploitation of the Channel Content; (ii) all performers, locations, music, trademarks, personality rights, guild rights, publicity rights, and third-party materials are cleared; (iii) the Channel Content and related metadata are accurate and lawful; and (iv) the Channel Content complies with the laws of the territories targeted and with WHTEXCH policies.

The Channel Owner is solely responsible for all commercial, descriptive, factual, legal, and regulatory representations made through Channel Content or related metadata, including titles, thumbnails, descriptions, tags, warnings, labels, credits, sponsorship disclosures, authorship claims, territorial claims, language tags, suitability statements, and any statement relating to access conditions, features, educational value, or appropriateness for minors. The Channel Owner must ensure that all such information is accurate, complete, lawful, and not misleading, and WHTEXCH may correct, suppress, override, or remove any such information at any time.

The Channel Owner is solely responsible for obtaining and maintaining all permissions, licences, consents, waivers, clearances, and releases required for the upload, making available, and exploitation of Channel Content, including for commercial music, master and publishing rights, neighbouring rights, performers’ rights, publicity and likeness rights, voice rights, location permissions, permits, event permissions, artwork, trademarks, and any rights of identifiable persons, venues, or third parties appearing in or relating to the Channel Content. WHTEXCH has no obligation to verify the existence or sufficiency of any such rights.

The Channel Owner must not upload, publish, schedule, describe, label, promote, or attempt to monetize illegal content, infringing content, child sexual abuse material, exploitative or sexualized content involving minors, nudity or sexual content that is prohibited for minors, non-consensual intimate imagery, terrorist content, hate content prohibited by law, deceptive commercial content, content encouraging, depicting, or glamorising the use, misuse, or abuse of drugs, narcotics, controlled substances, alcohol, tobacco, vaping products, or other addictive substances in a manner inappropriate for minors, graphic violence, self-harm content, dangerous-challenge content, or any content that WHTEXCH reasonably determines is harmful to minors, unlawful, misleading, processor-sensitive, or otherwise exposes the Service to legal, regulatory, reputational, safety, payment-provider, or platform risk.

The Channel Owner must not scrape, extract, repurpose, or use Wexvr platform data, end-user data, entitlement data, reports, metadata, or third-party channel content to train, fine-tune, benchmark, ground, or otherwise support any artificial-intelligence, machine-learning, large-language-model, or similar system, except to the limited extent expressly authorised in writing by WHTEXCH.

Minor-related classification and labelling. The Channel Owner is solely responsible for selecting the appropriate label, warning, age-related flag, or other classification in good faith and with reasonable accuracy based on the content submitted. The Channel Owner acknowledges that inaccurate, incomplete, or misleading classification may expose users, minors, WHTEXCH, and third parties to harm and shall constitute a breach of this Agreement. WHTEXCH may override, supplement, or replace any such label or classification at any time in its discretion.

Title-level pricing and publication lock. WHTEXCH allows the Channel Owner to select or propose a title-level price, rental condition, or other commercial parameter at the time of upload or publication, the Channel Owner is solely responsible for entering that information correctly. Unless WHTEXCH expressly permits later modification in the relevant interface or confirms otherwise in writing, any title-level price or comparable commercial parameter selected at publication shall be treated as fixed for the published offer and may not be changed unilaterally by the Channel Owner after publication.

Channel Owner entry errors. The Channel Owner remains solely responsible for any error, omission, or misconfiguration in title-level pricing, labels, entitlement settings, visibility windows, territorial settings, or related publication parameters entered by any member of the Channel Team. WHTEXCH is not obliged to correct such errors retroactively, restore commercial opportunities, compensate the Channel Owner, or reverse the effects of a configuration selected by the Channel Owner, except to the extent required by applicable law or expressly agreed by WHTEXCH in writing.

Entitlement parameters and access conditions. Access to Channel Content made available through the Service may be limited by view count, access period, visibility window, subscription period, territorial availability, supported device path, or other entitlement parameters disclosed in the checkout, or Service interface. Certain entitlement parameters may be imposed, controlled, or adjusted by WHTEXCH as part of the operation, integrity, or commercial design of the Service, and certain parameters may be selected or proposed by the Channel Owner where the relevant upload or publication tools permit it. The Channel Owner acknowledges that any such parameters, once published or incorporated into a live offer, may become binding for that offer and may not be modifiable except through tools or approval paths made available by WHTEXCH.

The creation of a channel, upload of Channel Content, technical acceptance of files, or availability of publication tools does not create any right to publication, listing, ranking, featuring, recommendation, discoverability, user traffic, monetization, or continued availability on the Service. WHTEXCH may determine in its discretion whether, when, where, and how Channel Content appears, is marketed, or remains available through the Service.

Prohibited uses of the Service and channel tools

The Channel Owner must not, and must not permit any member of the Channel Team or any third party to:

1. use the Service, channel tools, upload flows, metadata tools, reporting tools, or any related functionality for any unlawful, deceptive, fraudulent, infringing, abusive, or unauthorised purpose;

2. upload, publish, schedule, monetize, distribute, or attempt to exploit Channel Content that is illegal, misleading, infringing, harmful to minors, falsely labelled, improperly age-classified, or otherwise in breach of this Agreement, applicable law, or WHTEXCH policy;

3. interfere with, bypass, test, defeat, or attempt to circumvent any moderation, age-gating, geoblocking, security, entitlement, anti-piracy, watermarking, fraud-prevention, or processor-control mechanism of the Service;

4. use bots, scripts, automation, scraping, extraction, mirroring, or other technical means to access or use the Service except as expressly authorised by WHTEXCH in writing;

5. access or use another channel, another Channel Owner’s data, reports, account, or content without authorisation;

6. use the Service or any data obtained through it to build, train, fine-tune, benchmark, ground, or otherwise support any artificial-intelligence, machine-learning, large-language-model, or similar system, except where expressly authorised by WHTEXCH in writing;

7. make any representation to users, rights holders, authorities, or third parties that is false, misleading, unauthorised, or inconsistent with WHTEXCH’s operating model, policies, or legal position;

8. use the channel or the Service in any way that exposes WHTEXCH, its users, its partners, or payment providers to legal, regulatory, reputational, sanctions, fraud, or processor risk.

Moderation, Compliance, and Enforcement

WHTEXCH has no general obligation to pre-screen, pre-approve, or proactively monitor Channel Content before publication. The absence of pre-screening does not limit any of WHTEXCH’s rights under this Agreement. WHTEXCH may at any time, with or without prior notice where permitted by law, review, reject, suspend, remove, reclassify, relabel, age-gate, geoblock, disable, edit, shorten, or correct Channel Content and any related title, thumbnail, description, tag, warning, category, or metadata where WHTEXCH reasonably considers this necessary for legal compliance, accuracy, user protection, platform integrity, payment-provider requirements, moderation standards, app-store requirements, user safety, moderation standards, fraud prevention, or commercial operation of the Service.

For compliance, anti-piracy, entitlement enforcement, and fraud prevention, WHTEXCH may collect and rely on service telemetry, device signals, session data, watermark or anti-leak markers, payment and dispute signals, moderation history, and other logs reasonably necessary to investigate misuse. The Channel Owner must not interfere with or attempt to falsify such signals.

WHTEXCH may preserve internal records, evidence files, hashes, logs, communications, screenshots, metadata snapshots, moderation notes, payment records, and related materials without notice where it reasonably considers this necessary for compliance, dispute handling, rights protection, fraud prevention, processor review, legal process, or law-enforcement cooperation.

Policy incorporation. The Wexvr Compliance, Reporting & Regulatory Cooperation Policy, as updated from time to time, is incorporated into this Agreement by reference and forms part of the enforcement and cooperation framework applicable to Channel Content, channel accounts, and monetization decisions.

Review requests. Where required by applicable law, WHTEXCH will provide a statement of reasons or similar notice in relation to relevant moderation or enforcement decisions. Subject to applicable law and WHTEXCH’s published procedures, the Channel Owner may submit a reasoned request for reconsideration of certain moderation or enforcement measures through the support or reporting channels designated by WHTEXCH: support@wexvr.com. WHTEXCH is not obliged to restore content, reverse a measure, or complete any review within a fixed time unless required by applicable law, but may review the matter in its discretion or where legally required. Except where mandatory law provides otherwise, the Channel Owner is not entitled to compensation, or continued availability of removed or disabled content, and WHTEXCH may withhold related amounts, reverse accruals, cancel pending payouts, or apply reserves in respect of affected content.

Commercial Terms

The commercial economics of the relationship must be set out in a separate Commercial Schedule, or other written commercial instrument approved by WHTEXCH.

Processor-driven changes. WHTEXCH may change payment methods, settlement architecture, reserves, timing, checkout structure, billing descriptors, customer support flows, tax disclosures, and related contractual language where reasonably required by Stripe, Stripe payment method terms, Stripe Managed Payments rules, card-network or acquirer requirements, or other financial-provider obligations.

WHTEXCH may offset any amounts owed to it against any amounts otherwise payable to the Channel Owner, including for refunds, chargebacks, processor penalties, card scheme fees, taxes, compliance costs, takedown costs, or losses caused by the Channel Owner or the Channel Content.

Platform Costs Third-Party Service Costs

In consideration for the operation, hosting, delivery, monetization, security, support, and compliance of the Service, WHTEXCH may charge, deduct, net, withhold, recover, or pass through to the Channel Owner the Platform Costs associated with the Channel Owner’s use of the Service and the exploitation of Channel Content through WEXVR, to the extent specified in the applicable “Payment Reports”.

For purposes of this Agreement, “Platform Costs” may include, without limitation: payment-processing fees and charges (including Stripe and similar provider fees, chargeback fees, currency-conversion fees, and payment-method-related fees); hosting, storage, streaming, bandwidth, CDN, transcoding, encoding, delivery, moderation, compliance, fraud-prevention, security, identity-verification, tax, reporting, analytics, customer-support, app-platform, infrastructure, software, and other third-party service-provider costs reasonably incurred by WHTEXCH in order to make the Service or any relevant feature, entitlement, or monetization flow available.

Unless otherwise expressly stated by WHTEXCH in writing, Platform Costs may be calculated on an actual, estimated, allocated, flat-fee, percentage, title-level, channel-level, account-level, transaction-level, or other commercially reasonable basis selected by WHTEXCH. WHTEXCH may modify the categories, calculation methodology, allocation basis, or recovery mechanism for Platform Costs where reasonably necessary due to changes in service architecture, third-party provider pricing, platform requirements, legal or regulatory obligations, fraud or chargeback patterns, tax treatment, payment-processor requirements, or the commercial operation of the Service.

WHTEXCH deduct Platform Costs from the amounts otherwise payable to the Channel Owner under this Agreement as represented in the section “Payment Reports”.

Taxes

Each party is responsible for its own taxes arising from its own income, profits, payroll, and operations. The Channel Owner remains solely responsible for taxes arising from amounts paid by WHTEXCH to the Channel Owner, except to the extent WHTEXCH is legally required to withhold, report, collect, or remit taxes in connection with those payments.

The Channel Owner must provide all information and documents reasonably requested by WHTEXCH to process the payments. WHTEXCH may withhold payments, apply backup withholding, request corrected invoices, or suspend payouts until the position is satisfactorily documented.

Indirect taxes charged to end users in connection with transactions processed through WHTEXCH's checkout flow may be handled by WHTEXCH, Stripe Managed Payments, or another designated merchant-of-record or payment framework depending on country coverage and transaction design. The Channel Owner has no right to instruct WHTEXCH to characterize end-user transactions differently from WHTEXCH's selected operating model.

Refunds, disputes, chargebacks, and no-payout events

WHTEXCH retains full discretion, subject to mandatory law, over end-user refund policies, fraud controls, and dispute handling for access sold through the Service. WHTEXCH may issue refunds, credits, reversals, or goodwill adjustments where it reasonably considers this commercially or legally appropriate.

Where Channel Content is removed, disabled, found to violate law or policy, associated with fraud or unusual dispute activity, or subject to rights claims or legal process, WHTEXCH may suspend or cancel accruals and may decline to pay the Channel Owner for affected transactions or periods. If WHTEXCH has already paid amounts later associated with those events, WHTEXCH may claw back, net, reserve, or otherwise recover them.

Reporting and records

WHTEXCH may provide dashboards, statements, reports, and payment reports for informational and settlement purposes. Unless expressly stated otherwise in writing, WHTEXCH’s records, processor data, fraud logs, moderation logs, accounting determinations, and payment reports control for purposes of the Agreement in the absence of manifest error. Any preliminary dashboard, estimate, preview, or non-final statement is non-binding. Each final Payment Report issued by WHTEXCH shall be conclusive and binding on the Channel Owner for settlement purposes, save only in the case of manifest error identified by WHTEXCH.

The Channel Owner must maintain complete books and source records relating to rights ownership, releases, tax treatment, and claims for at least the longer of: (i) the statutory retention period in the relevant jurisdiction; or (ii) five years after the relevant exploitation period.

Term, suspension, and termination

This Agreement begins on acceptance and continues until terminated. WHTEXCH may suspend or terminate immediately for convenience, legal risk, processor risk, low activity, repeated policy issues, unpaid fees, insolvency risk, reputational concerns, sanctions exposure, or any material breach by the Channel Owner.

Upon suspension or termination, WHTEXCH may immediately disable uploads, hide or remove channel pages, stop billing, stop promotion, freeze payouts, retain reserves, and preserve evidence for compliance or disputes. The Channel Owner remains liable for all obligations accrued before and after termination that by their nature should survive.

Confidentiality and data protection

Each party must keep confidential non-public commercial, technical, moderation, processor, and user information received from the other party and use it only for the purposes of the Agreement. WHTEXCH may disclose such information to affiliates, advisors, processors, hosting providers, regulators, courts, and counterparties where reasonably necessary or legally required.

Privacy requests and data protection contacts may be directed to dpo@whtexch.com, attention Francesca Valenti. Illegal-content notices, rights notices, user-facing reporting, and business-side onboarding requests may be sent to support@wexvr.com, and public-authority communications may be sent to whtexchsolutionssrl@legalmail.it unless WHTEXCH later designates another published contact point. Where applicable to U.S. resident individuals, WHTEXCH may also provide a separate U.S. State Privacy Rights Supplement.

No sale of data; platform data use

WHTEXCH does not sell personal data to third parties. WHTEXCH may process and share data with processors and service providers solely as reasonably necessary to provide, secure, operate, moderate, improve, support, audit, and enforce the Service, to pay the Channel Owner, to comply with law, and to protect WHTEXCH’s rights and users.

Disclaimers and limitation of liability

To the maximum extent permitted by law, WHTEXCH disclaims all warranties not expressly stated in writing, including implied warranties of merchantability, fitness for purpose, title, non-infringement, continuous availability, uninterrupted operation, compatibility, ranking, discoverability, revenue, or suitability for the Channel Owner’s intended business model. WHTEXCH does not guarantee minimum revenue, audience size, channel visibility, uninterrupted service, processor availability, tax treatment, or acceptance by any regulator, app platform, headset ecosystem, or payment provider.

To the maximum extent permitted by law, WHTEXCH’s aggregate liability arising out of or relating to this Agreement shall not exceed the total net amount paid by WHTEXCH to the Channel Owner under this Agreement during the twelve months preceding the event giving rise to the claim, except for liability that cannot lawfully be limited and except for any carve-outs expressly stated in a separate written agreement.

This limitation does not limit or reduce any amounts owed by the Channel Owner to WHTEXCH or any rights or remedies arising from the Channel Owner’s indemnity obligations, payment obligations, tax failures, sanctions issues, confidentiality breaches, intellectual-property or rights-clearance failures, fraud, wilful misconduct, or other liability of the Channel Owner that by law or by the structure of this Agreement is not subject to the liability cap applicable to WHTEXCH.

Indemnification

The Channel Owner shall defend, indemnify, and hold harmless WHTEXCH and its affiliates, directors, officers, employees, service providers, payment partners, and licensors from and against all third-party claims, demands, proceedings, investigations, losses, fines, penalties, settlements, judgments, and reasonable legal fees arising out of or relating to: (i) the Channel Content; (ii) the Channel Owner’s breach of any representation, warranty, or covenant in this Agreement; (iii) failures to clear rights, releases, or permissions; (iv) tax, customs, sanctions, advertising, sponsorship, or labour failures of the Channel Owner; (v) misleading or deceptive statements; or (vi) the Channel Owner’s wilful misconduct or fraud.

WHTEXCH shall give the Channel Owner prompt written notice of any indemnified claim, allow the Channel Owner reasonable control of the defence (subject to WHTEXCH’s right to participate at its own cost and to approve any settlement that imposes obligations on WHTEXCH), and reasonably cooperate at the Channel Owner’s expense.

Service Wind Down

WEXVR is a hosting, streaming, distribution, and monetization service, and not an archival, escrow, preservation, or backup service. The Channel Owner is solely responsible, at all times, for maintaining complete, secure, and up-to-date backup copies of all Channel Content, metadata, source files, deliverables, rights documentation, and related materials outside the Service. WHTEXCH has no obligation to store, preserve, return, export, or make available any Channel Content or related materials after suspension, removal, termination, wind-down, insolvency event, or permanent discontinuation of all or part of the Service. If WHTEXCH ceases operating the Service, all hosting, availability, monetization, reporting, and access obligations connected to the discontinued Service may end immediately or on the date specified by WHTEXCH, without any obligation to continue making Channel Content available or to provide archival copies, except to the extent retention is required by applicable law for compliance, dispute handling, or evidentiary purposes.

Channel Security

The Channel Owner is solely responsible for maintaining the security of the email accounts, devices, systems, communication channels, and internal access controls used by the Channel Owner and the Channel Team to access the Service, the channel dashboard, upload flows, reporting tools, and related features. The Channel Owner must promptly notify WHTEXCH of any suspected or actual unauthorised access, compromised email account, intercepted login link, phishing incident, malware event, or misuse affecting the channel or any member of the Channel Team.

To the fullest extent permitted by applicable law, WHTEXCH is not responsible for unauthorised access, account compromise, misuse of channel tools, intercepted login links, compromised email systems, compromised devices, phishing, malware, or other security incidents affecting the Channel Owner or the Channel Team, except to the extent caused by WHTEXCH’s breach of applicable law or failure to implement security measures required of it. WHTEXCH may suspend access, invalidate sessions, freeze uploads, hold payouts, require re-authentication, or take any other reasonable protective measure where compromise, fraud, or unauthorised access is suspected.

Changes to this Agreement and policies

WHTEXCH may modify this Agreement, the Commercial Schedule, or any incorporated policy from time to time. Changes may be required to respond to law, regulation, authority guidance, AGCOM expectations, DSA/TUSMA developments, tax developments, security threats, fraud patterns, app platform requirements, or operational needs.

Unless mandatory law requires otherwise, changes take effect on the date stated by WHTEXCH. Continued use of the Service after the effective date constitutes acceptance. If the Channel Owner does not agree, its sole remedy is to stop using the Service and terminate the relationship, subject to all accrued obligations and sell-off rights.

Governing law and dispute resolution

This Agreement is governed by Italian law, excluding its conflict-of-laws principles.

Any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, performance, breach, or termination, shall be finally resolved by arbitration seated in Milan, Italy, before a sole arbitrator, in the Italian language.

The arbitration shall be administered in Milan under the applicable rules of the arbitral institution designated by WHTEXCH in the notice commencing arbitration, or, failing such designation, under the arbitration rules applicable at the seat. The arbitrator shall conduct the proceedings in an expedited manner and shall use reasonable efforts to render a final award within six (6) months from acceptance of the appointment, subject to any extension required by due process, the complexity of the dispute, or applicable procedural rules.

Nothing in this clause prevents WHTEXCH from seeking interim, urgent, conservatory, injunctive, or protective relief before the courts of Milan, Italy, or before any other competent court where such relief is reasonably necessary to protect its rights, confidential information, intellectual property, platform integrity, payment flows, or enforcement interests.

General

Neither Party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, civil unrest, sabotage, cyber-attacks, telecommunications or internet failures, pandemics, sanctions, embargoes, court orders, or actions of authorities, processors, app stores, or essential third-party providers. The affected Party shall use reasonable efforts to mitigate the impact and to resume performance.

Unsolicited submissions. Unless WHTEXCH expressly requests them in writing, business ideas, feature pitches, content concepts, show formats, scripts, decks, or similar unsolicited materials submitted outside the agreed onboarding or commercial process will not be treated as confidential and may be reviewed without any obligation of compensation or restriction, subject to applicable law.

If any provision is unenforceable, the remainder stays in effect and the invalid provision will be interpreted as closely as possible to its intended economic effect. WHTEXCH may assign this Agreement freely. The Channel Owner may not assign it without WHTEXCH’s prior written consent.

This Agreement, together with the Users Terms, Content Policy, and any onboarding materials incorporated by reference, constitutes the entire agreement between the parties regarding the subject matter hereof.

This Agreement is concluded in the English language. WHTEXCH makes available translations, including automated or machine-assisted translations In the event of any inconsistency, ambiguity, discrepancy, or conflict between the English version and any translation, the English version shall prevail to the fullest extent permitted by applicable law.