1. The Contract

1.1 This Contract (hereinafter Contract) is undersigned between Wyscout S.p.A., with head offices in Chiavari (GE), Corso Garibaldi 32/8 (hereinafter, Wyscout), and the user of the Platform and the Service (as defined below) (hereinafter, Customer) whose data and general information were registered by the Customer in the relevant section of the Platform. This Contract governs the access to and non-exclusive use of some or all of the features made available in the restricted area (hereinafter the Platform) of Wyscout’s website www.wyscout.com and the supply of other online services by Wyscout (hereinafterService), which are provided and managed by directly by Wyscout or through its agents, dealers and third parties authorised by the same contractors.

1.2 This Contract shall apply to any and all contracts stipulated between Wyscout and the Customer, unless otherwise agreed in writing with Wyscout.

1.3 The Customer may also purchase a variety of Services, Packages (as defined below) or multiple simultaneous accesses to the Platform (Additional Accounts). In which case, the provisions of this Contract shall apply to all Services, Packages or simultaneous accesses to the Platform without the need to sign each individual and distinct contract.

1.4 This Contract comprises the “General Terms and Conditions for the Sale and Use of the Wyscout Platform Service” (hereinafter General Terms) and “Special Terms and Conditions for the Sale and Use of the Wyscout Platform Service” (Special Terms). In case of conflict or discrepancies, the Special Terms shall prevail on the General Terms.

1.5 The Contract shall be deemed concluded when the Customer settles the Consideration (as defined below) and accepts the General Terms and Special Terms of this Contract by checking the box on the Platform. The non-payment of the Consideration, where due to Wyscout, shall be considered as a cause of failure to complete the Contract.

2. Packages

2.1 The Service offered by Wyscout is divided into ‘packages’ in accordance with the type of Service the Customer intends to purchase. More particularly, the Service is divided into different packages (hereafter indiscriminately Packages), which are selected by the Customer through the Platform.

2.2 The Packages selected by the Customer are those included in the Special Terms. The same Special Terms shall include the features of the Platform which are available to each Customer.

2.3 With regard to the features available on the Platform and included in the Special Terms, the following shall apply:

a. Video Download
Depending on the type of Packages selected, Customers may download videos from the Platform within the limitations provided by the Special Terms.
Customers are expressly forbidden to upload, publish, distribute, sell, re-sell, make accessible to the public on or through any website held or controlled by the same Customer, third parties or Wyscout’s competitors, any video or any other content downloaded from the Platform.

b. Private Area and User Generated Content Upload
Depending on the type of Packages selected, Customers might be allowed to upload videos and other materials – e.g. full-fields recording, video analysis, player analysis, training videos, reports etc. – (the User Generated Content) on their private area of the Platform, within the limitations set forth in this Contract.
Customers who upload User Generated Content on the Platform can control if and how their User Generated Contents are shared and made accessible to other Customers on the Platform.
Through specific settings on the Platform, Customers may apply, at their sole discretion, restrictions to the categories of Customers who will be able to access their User Generated Contents.
In particular, User Generated Content uploaded on the private area of the Platform might be shared by Customers, according to the specific privacy settings, with other Customers and/or third parties who/which do not have an Account.
In any case, Customers acknowledge and undertake to comply with the provisions of the following Article 4 with reference to User Generated Contents.
Should the Customer upload videos in which appear minors having less than 18 years of age, the Customer shall obtain and at any time maintain, in relation to the upload of videos on the Platform, any authorization, waiver and/or other documentation related thereto, signed by the person who exercises the parental authority on such minors; Wyscout expressly reserves the right to ask the Customer to provide such authorization, waiver and/or documentation.

c. Messaging and Address Book
Depending on the type of Packages selected, Customers might be allowed to use Wyscout’s Messaging and Address Book.
By using the Messaging and Address Book tools, Customers will be able to contact other Customers of the Platform via private messages. Contact details of each Customer will be accessible only by other Customers of the Platform and they will not be displayed or communicated by any means to the public.Notwithstanding the above, through specific settings on the Platform, Customers may apply, at their sole discretion, restrictions to the categories of Customers who will be able to access their data related to the Address Book.
The usage of the Messaging and Address Book is strictly and solely limited to purposes related to the Service.

d. Transfer Zone
Depending on the type of Packages selected, Customers might be allowed to use the Wyscout’s Transfer Zone tool. By using this tool, Customers will be allowed to use the Transfer Zone in order to (i) contact the player’s Club and/or (ii) claim the player (doing so, the other Customers will see that he/she/it is the agent of such player).
Wyscout reserves the right, at its sole discretion, to request to any Customer who has claimed a player on the Transfer Zone to provide proof of the fact that he/she/it is indeed that player’s agent.

3. Supply of the Service

3.1 The Service is provided on an ongoing basis every day of the week, 24 hours a day, except where the Service is suspended due to technical problems and/or maintenance governed by Article 3.7 below.

3.3 Wyscout shall provide the Customer with a USERNAME and PASSWORD (hereinafter Login Credentials). The unlawful use of the Login Credentials and/or their use by third parties other than the Customer are the sole responsibility of the Customer in order to protect Wyscout from any direct or indirect damage the latter is likely to suffer, as a result of illegal use of the Login Credentials. In case of loss and/or failure to remember the Login Credentials, the Customer may request new Login Credentials through the Platform to replace the previous ones. The use of the USERNAME and PASSWORD of the Customer shall not be allowed by Customer to any third party without the prior written communication to Wyscout at the following e-mail address “customercare@wyscout.com”.

3.4 Wyscout requires the Customer to provide specific information about him/herself, his/her company, corporation or profession in order to use the Service. The Customer undertakes to provide true, accurate and complete information and to refrain from falsely representing affiliation with any person or entity. The Customer should always ensure the e-mail address provided to Wyscout remains active or alternatively inform Wyscout of any new, active e-mail addresses where notices may be sent.

3.5 The Customer may update and correct at any time the personal information disclosed to Wyscout. To correct or update personal information entered, it is necessary to send a request to the following e-mail address “customercare@wyscout.com”. The Customer is responsible for the truthfulness and accuracy of personal data entered and Wyscout shall not take any responsibility in this regard.

3.6 Wyscout reserves the right to invite the Customer, or its employees or collaborators, to events, forums and conferences organised by Wyscout itself, which may also occur as a direct result of the selection of a particular amount or combination of Packages by the Customer.

3.7 Wyscout may suspend the Service or the access to the restricted area of the Platform in case of system maintenance which would otherwise not be possible. In this case, however, Wyscout shall provide the Customer with ample written notice by e-mail in advance. The supply of the Service or access to the restricted area of the Platform will be restored within approximately 24 hours of the suspension, except in cases of force majeure preventing the estimated restoration.

4. Conduct of the Customer – User Generated Contents

4.1 The Customer’s right to use the Service and Platform is personal; however, the legal representative of the Customer or a specifically authorised employee of the Customer may also have access. If Additional Accounts are purchased, the Customer will be provided with several Login Credentials to the Service, Packages and/or the Platform in accordance with the Additional Accounts.

4.2 Wyscout may immediately cancel and/or suspend the Customer’s Login Credentials and block access to the Platform, and supply, in whole or in part, of the Service if Wyscout detects any unauthorised use of Login Credentials and/or any use of the Platform and the Service that is unauthorised or performed by unauthorised persons.

4.3 It is strictly prohibited for the Customer to assign, transfer and/or otherwise license and/or charge others to use the Service and/or access the Platform.

4.4 Using the Platform, and with specific regard to the User Generated Contents, each Customer is solely responsible for the User Generated Contents uploaded by him/it/her, and undertakes not to upload or otherwise publish through the Platform any of the following:

– User Generated Content that is unlawful, defamatory, offensive, obscene, indecent, vulgar, sexually explicit, harassing, threatening, invasive of privacy or publicity rights, abusive or otherwise objectionable;

– User Generated Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

– User Generated Content that describes, references, or otherwise communicates violent, dangerous, illegal, and/or criminal acts;

– User Generated Content that describes, references, or otherwise communicates hate or discrimination concerning gender, sexual orientation, race, religion, or nationality;

– User Generated Content that is harmful to, or degrades the goodwill associated with the trademark(s) or name(s) of Wyscout;

– User Generated Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any third party;

– Unsolicited promotions, political campaigning, advertising or solicitations;

– Private information of any third party, including without limitation addresses, phone numbers, e-mail addresses and credit card numbers;

– Viruses, corrupted data or other harmful, disruptive or destructive files;

– User Generated Content that, in the sole judgment of Wyscout, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform or which may expose Wyscout and/or its Platform users to any harm or liability of any type.

Any use of the Platform in violation of the foregoing rules violates this Contract and may result in, among other things, termination or suspension of any Customer’s rights to use the Platform and the Services.
Each Customer remains solely liable for all User Generated Contents uploaded on the Platform. Wyscout does not take on any responsibility nor liability for any User Generated Content uploaded by Customers or any third party and/or for any loss or damage thereto.

As a provider of interactive services, Wyscout is not liable for any statement, representation or User Generated Content provided by its Customers on the Platform.

Although Wyscout does not routinely review User Generated Content and has no obligation to review, screen, edit or monitor any of the User Generated Content uploaded on the Platform, Wyscout reserves the right, and has absolute discretion, to review, remove, reject, disable access to, screen or edit any User Generated Content uploaded on the Platform at any time and for any reason without prior notice, and each Customer is solely responsible for creating backup copies of and replacing any User Generated Content uploaded on the Platform at his/her sole costs and expenses.

Wyscout reserves the right, at its sole discretion, to determine whether and what action to take in response to particular User Generated Content, and any action or inaction in a particular instance shall not dictate or limit Wyscout’s response with respect to other User Generated Content.

Each Customer represents and warrants that (a) he/she/it owns and controls all of the rights related to the User Generated Content uploaded or he/she/it otherwise has all necessary rights to upload such User Generated Content on the Platform; (b) the User Generated Content is accurate and not misleading; and (c) the User Generated Content uploaded does not violate these General Terms or any applicable laws, rules or regulations, and will not violate any rights of or cause damages to any person or entity.

Customers who upload User Generated Content on the Platform agree to grant Wyscout a perpetual, irrevocable, worldwide, license to publish, reproduce, display, perform, distribute, adapt, edit, modify, dub, create derivative works based upon, and otherwise use and sub-license such User Generated Content throughout the world in any form or media.

Without limitation to the foregoing, each Customer grants to Wyscout the right to make editorial revisions to the User Generated Content, to use and publish the User Generated Content in any manner and form, including electronic, on the Platform or through any other media, whether now or hereafter created; to use the User Generated Content for internal business purposes; to reproduce and distribute the User Generated Content for marketing and advertising purposes, and to sub-license the User Generated Content to third parties for any reason.

5. After-Sales Service offered by Wyscout

5.1 Wyscout provides the Customer with after-sales support via telephone or e-mail at no additional cost. Assistance is provided for technical enquiries concerning the use of the Platform and/or the Service or administrative information relating to payments or billing (hereinafter Support Activities).

5.2 The Support Activities will be provided via telephone and online every weekday during Italia business hours from 9:00 a.m. to 1:00 p.m. CET/CEST and from 2:00 p.m. to 6:00 p.m. CET/CEST, with the exception of bank, national and public holidays, days before such holidays or where a holiday on a national or local level is in force, through the provision of appropriate telephone and internet contact details. Wyscout may extend, at its sole discretion, the support service also to extra Italian business hours.

6. Amount, Method of Payment, Payment Plan and Invoicing

6.1 The Customer shall pay Wyscout the amount in Euros specified in the Special Terms for each Package selected by the Customer (the Consideration). The Consideration is exclusive of VAT as prescribed by law, if applicable. Payment of the Consideration shall occur in accordance with the method and timeframe set out below in Articles 6.2 and 6.3 of this Contract.

6.2 The Customer may pay the Consideration by credit card, the details of which must be previously disclosed to Wyscout at the time of signing the Contract (the Method of Payment), in accordance with Article 6.3 below and with the Payment Plan set out in the Special Terms (the Payment Plan), unless otherwise specified in the Special Terms.

6.3 It is the sole responsibility of the Customer to provide written notice to Wyscout of any updating of the information or changes regarding the chosen Method of Payment and/or Payment Plan.

6.4 After payment of the Consideration has been made, Wyscout shall send the Customer the relative invoice in electronic format to the contact details provided by the Customer.

6.5 During the validity of the Contract, Wyscout may, by providing written notice to the Customer, unilaterally increase the amount of the Consideration for each Package in relation to the Consideration paid by the Customer upon initial signing of the Contract (the Increases). Increases are primarily related to:

(i) ISTAT updating of the cost of money from year to year; these kind of increases shall be automatically applied and paid to Wyscout, and the Customer will be charged in accordance with the Method of Payment, upon sending of the written notice as above.

(ii) increase in the content of the Packages selected by the Customer; these kind of Increases shall be applied only if duly accepted by the Customer. After that acceptance, the related Increases shall be applied and paid to Wyscout, and the Customer will be charged in accordance with the Method of Payment.

7. Industrial Property Rights of Wyscout

7.1 The Customer agrees and acknowledges that the Platform and Service and any software used to provide the Service and the management of the Platform (the Software) are owned by Wyscout. The Software contains confidential information protected by applicable laws on copyright, trade secrets and other intellectual property rights (Protected Materials). Reproduction, distribution or transmission of the Software and the Protected Materials without the prior and express written consent of Wyscout is prohibited.

7.2 Any reproduction, modification, creation of derivative works, redistribution or retransmission of the Software is expressly prohibited and will result in severe civil and criminal penalties. The Software, its structure, sequence, organisation and source code are considered the trade secrets of Wyscout and are protected by law.

7.3 Without prejudice to the above, the copying or reproduction of the Software to any other server or location for further reproduction or redistribution is strictly prohibited. The Customer may not decompile or disassemble, perform reverse engineering or otherwise attempt to ascertain any source code contained in any software provided by Wyscout in execution of this Contract.

8. Trademarks and Distinguishing Signs of the Customer

8.1 The Customer hereby authorises Wyscout to use trademarks and distinguishing signs of the Customer to be published on the Wyscout website under the ‘Customers’ section (Trademarks). The Customer’s Trademarks will remain on the Wyscout website after the termination of this Contract. To this end, the Customer grants Wyscout a license that is free, perpetual, non-exclusive, and irrevocable and which prohibits sub-license, in order to publish the Trademarks on its website. Wyscout is not obligated in any way to verify the updated design of the Trademarks.

9. Content of Third Parties

9.1 Where the Customer is: (i) a sports club owning a football team enrolled and participating in a soccer championship at professional level (Clubs), or (ii) an association of sports clubs owning a football team enrolled and participating in a soccer championship at professional level (League), with the signing of this Contract the Club or League authorises – where they are holders of related rights – Wyscout to hold, maintain, and reproduce within the restricted area of the Platform and/or disclose to Customers, through the Service, and to amend and/or otherwise manipulate footage relating to sports competitions organised by the League or in which the Club has allowed its football team to participate (Footage) so that Customers can view such footage.

9.2 By signing the Contract, the Club and/or League – where they are the copyright holder – allows Wyscout to reproduce the Footage and provide it through the Service in the restricted area of the Platform. The Club and/or League shall not be able to raise any claims of any nature in connection with reproduction of the footage.

9.3 The provisions included in sections 9.1 and 9.2 are only applicable with regard to the circumstance that the Club and/or the League is the sole owner/holders of those rights. Any other case, the two abovementioned clauses shall not apply.

10. Disclaimer

10.1 The Customer understands and expressly agrees that:

A) Wyscout shall not provide any guarantee that:

(i) the Service and/or Platform will meet the expectations and needs of the Customer;

(ii) Footage will always be continuously present in the Platform and/or provided through the Service;

or B) Any information, Footage, material or other content downloaded or otherwise obtained through the use of the Service and/or the restricted area of the Platform is made at the sole discretion and risk of the Customer and that the Customer shall be solely responsible for any damage caused to its computer systems or those of third parties or for loss of data resulting from the downloading of Footage and/or Software or other Copyrighted Material or other content through the Platform.

11. Wyscout Limitation of Liability

11.1 Except in cases of fraud or gross negligence, Wyscout’s liability to the Customer arising from, or related to, this Contract shall not exceed the amount that the Customer pays Wyscout under this Contract during the twelve (12) months preceding the date on which the case began, or during the months prior to use of the Service, in the event of the Service being provided for less than twelve (12) months. Neither Wyscout or its agents, licensors and contracting third parties are or shall be responsible for User Generated Content or other data of the Customer connected with the Service in any way, or for the Customer’s website or any hardware or software of the Customer or its suppliers. It is the responsibility of the Customer to take the necessary steps to use the Service with its own operating system (hardware and software) and maintain the proper working of the same for the purpose of providing the Service.

12. Customer Declarations and Guarantees and Additional Agreements

12.1 The Platform and Service may be used solely and exclusively by professionals, i.e. individuals or legal entities acting for professional purposes (such as, by way of example, scouting, educational, tutorial and/or analysis activities). To this end, the Customer declares and guarantees him/herself to be a professional or to use the Platform and Service for corporate purposes.

12.2 The Customer declares, guarantees and undertakes that he/she: (a) has the power and authority to enter into this Contract; (b) is at least eighteen (18) years of age; (c) shall access the restricted area of the Platform and use the Service solely only in accordance with this Contract.

12.3 The Customer undertakes to comply with all laws, regulations, articles of association and decisions applicable to his/her company, corporation or profession for the entire duration of the Contract; such compliance is necessary or desirable in order to proceed with the signing and execution of this Contract.

12.4 Wyscout reserves the right to revise or amend this Contract from time to time. Any revisions to this Contract shall be communicated to the Customer by written notice sent to the Customer with reasonable notice, though no less than 10 (ten) days prior to the entry into force of any amendment to the Contract. If the Customer does not wish to adhere to the amendments made, he/she may terminate the Contract submitting the relevant form on the Platform.

13. Duration of the Contract

13.1 This Contract shall be indefinite, except for the Customer’s right to cancel the Contract at any time as stipulated in Article 14.3 below.
In case of failure to send notice of cancellation, this Contract shall continue in effect between the Parties and the amount of the Consideration determined at the initial signing of the Contract, including any adjustments due to relative Increases, shall be made payable to Wyscout at the timing set out by the Payment Plan, through the Method of Payment determined at the initial signing of the Contract.
In the event of an unsuccessful debit transaction for the Consideration (even due to technical reasons), or at the moment in which the advance monthly instalments paid by the Customer end, Wyscout shall send a communication advising the Customer of failure to pay; Wyscout will proceed to reprocess the same payment 10 calendar days after such communication.
In the event that any further attempt of payment is also unsuccessful, at the sole discretion of Wyscout, the Service will be suspended, Login Credentials will be deactivated and a written notice will be sent to the Customer requesting him/her to check the accuracy of the information and procedures for the payments of the Consideration in accordance with the method of payment selected by the Customer.

14. Express Termination Clause – Early termination of the Contract

14.1 By sending written notification to the Customer by e-mail and registered mail, Wyscout may terminate this Contract with immediate effect pursuant to Article 1456 of the Civil Code (Express Termination Clause), in the event of default under any of the provisions set out below:

(i) Article 2.3 (Packages);

(ii) Article 4 (Conduct of the Customer – User Generated Content);

(iii) Article 6 (Amount, Method of Payment and Invoicing);

(iv) Article 7 (Industrial Property Rights of Wyscout);

(v) Article 9 (Content of Third Parties);

(vi) Article 12 (Declarations and Additional Guarantees and Agreements);

(vii) Article 16 (Prohibition of Assignment of Contract);

(viii) Article 20 (Confidentiality).

14.2 In all cases of termination made by Wyscout under Section 14.1, Wyscout will only refund the unused part of the Consideration paid in advance by the Customer and related to a part of the Services not used by the Customer because of the early termination of this Contract pursuant to Section 14.1. Notwithstanding of the above the refund shall not prejudice any right of indemnity for any damages or costs suffered or borne by Wyscout arising from facts, acts and/or behaviour of the Customer.

14.3 Wyscout grants the Customer the right to terminate the Contract at any time with 1 (one) month prior notice, by submitting the Cancellation Form on the Website. Cancellation shall take effect at the end of the then current month after the submission of the Cancellation Form and will result in the disabling of Login Credentials specified in the notice of cancellation. In all cases of cancellation made by the Customer, NO MONIES will be due to the Customer by way of reimbursement or otherwise.

15. Consequence of Termination of the Contract and Survival of Certain Clauses

15.1 In the event of termination of the Contract under the preceding Articles 13 and 14, Wyscout will disable the Login Credentials to the Platform and suspend the Service with effect from the effective date of termination/cancellation/withdrawal, for any reason occurred.

15.2 In the event of termination of the Contract pursuant to Article 14.1, Wyscout will disable the Login Credentials to the Platform and suspend supply of the Service simultaneously sending the Customer notice of termination for default under Article 14.1.

15.3 Subject to the provisions in Articles 15.1 and 15.2 above, or in the event of termination for default under Article 14.1, or in the event of termination of the Contract pursuant to the preceding article 14.3, the following provisions shall remain valid and binding to the Customer:

(i) Article 7 (Industrial Property Rights of Wyscout);

(ii) Article 8 (Trademarks and Distinguishing Signs of the Customer);

(iii) Article 20 (Confidentiality);

(iv) Article 21 (Governing Law and Jurisdiction).

16. Prohibition of Assignment of Contract

16.1 The Customer may not assign this Contract to any third party without the prior written consent of Wyscout, under penalty of the immediate termination of this Contract due to the negligence of the Customer and damages.

16.2 The Customer may not sublicense and/or otherwise transfer to third parties the use of Login Credentials or the use of the Service or access to the Platform, under penalty of the immediate termination of this Contract due to the negligence of the Customer and damages.

16.3 Wyscout has the right to freely transfer this Contract to others, in whole or in part, and the rights and obligations arising from the same, without requiring the consent of or informing the Customer.

17. Data Protection and Security

17.1 Wyscout shall use reasonable physical, electronic and procedural safeguards to protect against data loss, misuse, alteration, and dissemination of any personal data received by Wyscout from the Customer.

17.2 Any information provided by the Customer at the time of drafting of the Contract or any other information provided by the Customer concerning his/her company or profession (Customer Data) is subject to the Wyscout Privacy Policy. Wyscout reserves the right to update or modify the Privacy Policy from time to time at its sole discretion.

17.3 The Customer states that he/she has received information from Wyscout regarding the processing of personal data required by Article 13 of Legislative Decree 196/2003 and its subsequent modifications and additions.

18. Communications and Notices

Statements, notices and other communications to the Customer may be made by post, e-mail, publication on the Platform or on the Wyscout website or by any other reasonable means. The Customer shall be solely responsible for the updating of his/her postal address and registered e-mail account. Wyscout shall not be responsible for undelivered notices due to the Customer’s failure to update his/her account information. Except as provided above in general, Wyscout may provide notices of changes to the Service by displaying notices or links to notices generally on the Wyscout website.

19. Various

19.1 If any provision of this Contract is held invalid or unenforceable, such provision will be considered null and void while the remaining provisions will remain in full force and effect.

19.2 The failure of Wyscout to exercise or enforce any right or provisions hereof shall not in any way constitute a waiver of such right or provision.

19.3 This Contract expresses the entire understanding and agreement between Wyscout and the Customer pertaining to the subject matter thereof.

19.4 Section headings are provided for ease of reading and have no legal or contractual effect.

19.5 Each party acts independently and is not an agent or representative of any other party.

19.6 No party has the right or authority to create obligations or give representations or guarantees in the name and on behalf of another party. This Contract may not be interpreted or construed to create an association, joint venture or partnership between the parties or to impose any obligation or liability of a partnership to one of them. The parties acknowledge and agree that this Contract may be terminated electronically without the need for written signatures.

19.7 The Customer expressly declares that he/she has read and fully understood this Contract, and that he/she accepts all its terms and conditions. The Customer has independently evaluated all aspects of this Contract and the opportunity to adhere to them. The Customer declares that he/she does not rely on any representation, guarantee or statement by Wyscout and/or third parties that is not expressly considered in this Contract.

20. Confidentiality

20.1 All the information which the Customer becomes aware of during the execution of this Contract concerning, for example, the organisation, business and activity of Wyscout, as well as information regarding the Platform, Service, Software, Protected Materials and Footage or any other information acquired by the Customer under this Contract, is entirely confidential and must not be communicated or disclosed, either directly or indirectly, to third parties.

21. Governing Law and Jurisdiction

21.1 This Contract is governed by Italian law.

21.2 Any dispute arising between the parties concerning the interpretation, validity, efficacy and/or execution of the Contract shall be settled amicably between them, and if this is not possible, shall be referred exclusively to the Court of Genova.