GENERAL CONDITIONS OF SERVICE ("GCSs")

1. AGREEMENT STRUCTURE, DEFINITIONS, INTERPRETATION

2. 1. The GCSs govern the provision of the Services specified in the PO (Purchase Order).
   2. In the event of a conflict between provisions contained in the PO and those contained in the GCSs, the PO prevails over the GCSs according to a criterion of prevalence of special conditions over general conditions.
   3. Terms with capitalised initials in the Agreement are abbreviated definitions and shall have the meaning set forth in the Agreement. Grammatical variations of such terms shall have the corresponding meaning (e.g. terms defined in the plural shall also be understood as defined in the singular and vice versa).
   4. "End User" and its plural equivalent shall mean any natural person or entity actively using the Software and/or the Platform, including the Customer.
   5. The Annexes may establish further definitions applicable to the documents they specify.

3. SCOPE OF THE AGREEMENT

4. 1. The scope of the Agreement is the provision of the Services by the Company to the Customer, in exchange for the Fee paid by the Customer, and the granting of the licence to use the software that forms part of the Services by the Company in favour of the Customer.

5. ENTRY INTO EFFECT OF THE AGREEMENT

6. 1. The Agreement is deemed to enter into effect from the date of signing of the PO by both Parties, provided that the signature is made in a legally valid manner, be it on paper (handwritten signature), or electronically through means that are valid according to the law (e.g. electronic signatures meeting the requirements under eIDAS Regulation).

7. SAAS LICENSE

8. 1. By entering into the Agreement, the Company grants the Customer the right to use, for the duration of the Agreement, the software called "MICOO" (the "Software").
   2. The Software is licensed according to the 'Software as a Service' model, also abbreviated as 'SaaS', i.e. a distribution model where the manufacturer develops, operates (directly or via third parties) and manages a web application that it makes available to the Customer via the Internet, without the Customer having to install the Software locally, on its own devices (the 'SaaS Licence').
   3. The Customer expressly agrees not to carry out, and not to authorise others to carry out, the following operations on the Software or any part thereof (by way of example but not limited to: the graphic design), including any upgrades, enhancements and/or modifications: copying (onto any logical medium or resource), decompiling, disassembling, reassembling, attempting to derive the source code, decoding, modifying, creating derivative Software, renting, leasing, lending, selling, redistributing, sublicensing.
   4. The Customer expressly agrees not to carry out (and not to authorise others to carry out) the aforementioned operations, also with reference to the accompanying technical documentation and registered trademarks and names.
   5. The performance of one or more of the above operations constitutes a breach of contract and entails the legal termination of the Agreement and the Customer's obligation to pay damages; it also entails the violation of the rules protecting the Company's Intellectual Property Rights.

9. FEES FOR SERVICES

10. 1. Fees are quantified by the PO.
    2. The Customer undertakes to pay the Fees in accordance with all the terms set forth in the PO.

11. CUSTOMER OBLIGATIONS

12. 1. By entering into the Agreement, the Customer is obliged to
    2. 1. Equip itself, if it is not done yet, with all the necessary hardware and/or software, as indicated in the Annexes, otherwise it will not be able to use the Software correctly;
       2. use the Software solely for the purposes provided for and governed by this Agreement;
       3. act within the terms of use of the Platform ("TOS") to which the Agreement refers when using the Software as an End User of the Platform;
       4. not to use the Software and/or Services to send Content other than as permitted by the TOS. For the Agreement, "Content" means, merely by way of example, any finite stream of data or information (file or software package), containing textual, photographic, video, audio, scripts, graphics and functionalities transferred by the End User, via the Internet network, from a device (or storage area) in his/her availability to the Site.  In particular, it is forbidden to use the Software to disseminate Contents that violate the Rights of the Company and/or third parties, are misleading, untrue, inaccurate, offensive, discriminatory, incite the commission of offences and/or defamatory, as well as illegal according to the laws of Italy and of the European Union, and/or of the country in which the End User resides, or in any case applicable to the Contents themselves. Malicious Content (viruses, malware, etc.) or in any way contrary to public order and/or morality is also prohibited;
       5. report, upon request by the Company, that you own the Rights to the Content, or that you own rights to the Content that are compatible with the use of the Software and/or Services;
       6. not use the Software and/or Services for unlawful purposes;
       7. keep confidential and not disclose to third parties, in whole or in part, the Agreement and/or its contents;
       8. communicate to the Company correct and truthful data, and any changes in the data already communicated through the PO, without delay;
       9. respect the rights of the Company;
       10. not hide or make one's identity unrecognisable;
       11. not make it impossible to trace back to himself or in any way to falsify the origin of the Content and/or communications he sends to the Company or third parties and to any extent relevant to the performance of the Agreement;
       12. not pretend to be the Company or others;
       13. not to unlawfully process personal data, through the Content and/or in any other way. In particular, the Customer is prohibited from using the Software and in general from accessing the Platform to scrape or collect personal data of users without their consent or other appropriate legal basis under the GDPR. For the Agreement "GDPR" means EU Regulation 2016/679 on the protection of individuals concerning the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation);
       14. cooperate with the Company to provide any information relevant to the performance of the Agreement.

13. OBLIGATIONS OF THE COMPANY

14. 1. By entering into the Agreement, the Company is obliged to
    2. 1. provide the Customer with the requested Software and Services, in the form and under the terms set out in the Agreement;
       2. operate with the utmost diligence in the provision of the Software and Services, consistent with the requirements of any planned or extraordinary and unavoidable maintenance work;
       3. informing the Customer in advance, by means of a published notice and/or e-mail (at the Company's discretion), about scheduled service interruptions, and without delay about unscheduled interruptions if they affect all users of one or more Software or Services;
       4. comply with all the requirements set out in the Privacy Policy.

15. DURATION

16. 1. The contract has the duration indicated in the PO.

17. RIGHTS OF THE COMPANY

18. 1. The Company may:
    2. 1. suspend, in whole or in part, the provision of the Software and Services or change how they are provided, in case necessary to carry out maintenance work on the Software, except in cases where it is impossible to provide them due to the actions of third parties;
       2. suspend, in whole or in part, the provision of the Software and Services in the event of non-payment of the Fees due by the Customer;
       3. make use, in whole or in part, in the provision of the Software and Services of third parties (including but not limited to: hosting companies, collaborators, consultants).

19. WARRANTS

20. 1. The Company warrants that it will provide the Services in substantial compliance with the terms set out in the Agreement.
    2. The warrants given the Subject to the express warranties given pursuant to these GCSs, the Company excludes all warranties.
    3. The Customer acknowledges and accepts that no assurance, notice or information sent orally or in writing by the Company to the Customer may give rise to any form of guarantee in favour of the Customer other than those expressly provided for in the GCSs.

21. LIMITATION OF LIABILITY

22. 1. The Company shall not be liable for any direct, indirect, consequential or incidental, special, punitive damages, or losses of any kind (profits, contracts, data) resulting from causes not attributable to it, which the Customers and/or third parties may suffer (by way of example but not limited to), in particular, from
    2. 1. fortuitous events or force majeure (e.g. catastrophic events, fires, earthquakes, volcanic eruptions, riots, strikes, etc.);
       2. acts, omissions and/or statements by third parties;
       3. intervention and/or decision of any public authority contrary to the rights and faculties granted to the Customer under the Agreement;
       4. network and/or server failures of Customers due to unforeseeable circumstances, force majeure or acts of third parties;
       5. failures and/or malfunctions of hardware and/or software, equipment, facilities and/or systems, of whatever type, in use at the Customer's premises and necessary and/or useful for the provision of the Services;
       6. malfunctions and/or unavailability and/or total and/or partial configuration changes of the services provided by third parties and to any extent relevant to the performance of the Services;
       7. delays, suspensions, interruptions, defects and/or malfunctioning of the Customer's computer systems or of the systems in any way affected by the provision of the Services, whether total and/or partial, temporary and/or final, resulting from any other cause not attributable to it;
       8. violations of privacy regulations committed by the client and/or third parties.
    3. Except as specifically provided for in the Agreement, the Company shall not be liable even if in case the Company has been informed by the Customer of any breach and/or damage and/or danger.
    4. Nothing in these GCSs shall limit the liability of one Party to the other resulting from the wilful misconduct or gross negligence of that Party.

23. INDEMNIFICATION

24. 1. The Customer undertakes to be liable in any case, indemnifying and holding the Company harmless, for any action, including reasonable legal fees, brought by other End-Users and/or third parties against the Company, and aimed at obtaining compensation for damages caused by:
    2. 1. any breach of the obligations imposed on the Customer by the Agreement and the GCS’s
       2. any action, omission, or Content attributable to the Customer.

25. INTELLECTUAL PROPERTY RIGHTS

26. 1. For the purposes of the Agreement, "Intellectual Property Rights" shall mean, without limitation, copyrights, image and/or personality rights in general, trade mark, patent and other proprietary rights, privacy rights, portrait rights, rights mentioned in Confidential Information, including know-how and trade and industrial secrets, moral rights or other similar rights in any country and, whether registered or unregistered, any applications for registration of any of the foregoing rights and all rights relating to the filing of applications for registration of any of the foregoing rights.
    2. The Company is the exclusive owner of all Intellectual Property Rights in the Software and the Platform, as well as in the trademarks and logos relating to the Company, the Software, and the Platform.
    3. The provision of the Services by the Company shall not be considered as an assignment or licensing by the Company of any Intellectual Property Rights other than those expressly licensed in the Agreement.
    4. The Company shall have the right to use Customer’s logos as current or past user of the Service, depending on the status of the business relationship, including by mentioning the trademarks, in presentations and promotional materials aimed at acquiring new customers or investors. The Company is therefore granted a licence to use the trademarks limited to the aforementioned purpose.

27. PROCESSING OF PERSONAL DATA

28. 1. Each Party declares that personal data ("any information relating to an identified or identifiable natural person" ("Data Subject") are, for the purpose of entering into or performing the Agreement, subject to "any operation or set of operations which is performed upon personal data or sets of personal data, whether or not by automatic means, such as collection, recording, organisation structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, comparison or interconnection, restriction, erasure or destruction" ("processing"), are processed in accordance with the provisions of the data protection legislation (EU Regulation 2016/679 - referred to as "GDPR"), measures by Data Protection Authorities and European Data Protection Board (EDPB), as well as in accordance with the good practices set out in the voluntary information security and protection regulations.
    2. The Parties mutually undertake to take appropriate measures (by way of example but not limited to) to maintain the confidentiality of personal data relating to each category of Data Subjects, to adequately inform them about the processing, to guarantee them the possibility of exercising their rights under Articles 15 to 22 of the GDPR, and to prevent unauthorised persons from accessing them.
    3. The Parties mutually commit to
    4. 1. observe the general principles of processing (accountability, lawfulness, fairness, transparency, accuracy, data minimisation, purpose limitation, processing and storage, integrity and confidentiality, data protection by design and by default);
       2. provide data subjects acting under the authority of the other Party, if and to the extent required, with information about the processing of their personal data, identifying the appropriate legal basis for the processing together with appropriate documentation to substantiate the choice (in cases of processing based on consent, legal obligation, legitimate interest or public interest), and ensure that they can exercise their rights under Articles 15 to 22 of the GDPR;
       3. take appropriate measures (by way of example but not limited to) to maintain the confidentiality of personal data, prevent unauthorised persons from accessing them, and generally comply with all obligations incumbent on data controllers.
    5. The Parties mutually acknowledge that the Agreement does not entail the obligation to enter into the Data Processing Agreement pursuant to Article 28 of the GDPR, since the activities implemented do not involve the processing of personal data carried out by the Company on behalf of the Customer. 
    6. Notwithstanding the foregoing, with regard to End-Users acting under the authority of the Customer (e.g., Assessors or In-house Designers), personal data will be collected and processed by the Parties as autonomous data controllers, according to the following scheme:
    7. 1. to enter End-Users operating under its authority, the Customer shall communicate to the Platform (and thus to the Company) certain personal identification data of such persons;
       2. the Customer warrants as of now that he/she has a suitable legal basis for communicating personal data and that he/she has correctly informed the End-Users concerned of the processing;
       3. when accessing the Platform, the End-Users entered into the Platform according to the above flow will receive from the Company appropriate information pursuant to Articles 13-14 of the GDPR (including the information that some data have been collected from third parties, i.e. from the Customer);
       4. End-Users may therefore directly exercise their rights under the GDPR against the Company (e.g. rectification of data, deletion, etc.), in the knowledge that this may, however, compromise the performance of their duties on behalf of the Customer.
    8. The Company provides the Customer with its privacy policy in accordance with Article 13 of the GDPR (see Annex A), which the Customer declares to have read and understood by entering into the Agreement.
    9. The Customer undertakes to disclose information on the processing of personal data carried out by the Company concerning persons acting under the direct authority of the Customer.
    10. The Company agrees that its identity shall be disclosed in the information to be provided by the Customer, as the case may be, pursuant to Article 13 of or Article 14 of the GDPR.

29. TERMINATION AND PENALTY

30. 1. In addition to the cases that may be provided for in the PO, the Company may declare the termination of the Agreement and discontinue the provision of the Services (including preventing the Customer from using the Software), when any of the events occur:
    2. 1. non-payment of the Fee by the Customer in respect of one or more of the Services with a delay of more than 30 days (thirty);
       2. use by the Customer of one or more of the Services in a manner other than or for purposes other than those provided for and governed by the Agreement;
       3. disclosure to third parties, in whole or in part, of the Agreement and/or its contents by the Customer;
       4. at any time, for organisational reasons (cessation of a branch of business or closure of activities) or in the event of impossibility due to unforeseeable circumstances or force majeure. In this case, the Customer shall not be entitled to claim any sum by way of indemnity or compensation for the exercise of this right by the Company, except in the event of wilful misconduct or gross negligence.
    3. Upon the occurrence of the resolutive condition, it is incumbent upon the Company to notify the Customer that it wishes to avail itself of this clause, and to declare the Agreement rescinded by operation of law.
    4. The Company may retain the Fees already collected from the date of commencement of the Services to the date on which the resolutive condition occurred, by way of a penalty pursuant to Article 1382 of the Civil Code.

31. ASSIGNMENT OF THE AGREEMENT

32. 1. The Company may not assign the Agreement or its obligations under it, either in whole or in part, to any third party without the prior written consent of the Customer.
    2. The Customer may not assign the Agreement or its obligations under it, either in whole or in part, to any third party.
    3. Pursuant to Section 1260(2) of the Civil Code, the Company may not assign to any third party (including specialised factoring companies) any claim against the Customer under this Agreement without the Customer's prior written consent.

33. COMMUNICATIONS AND NOTIFICATIONS

34. 1. Any notice required or permitted by the provisions of the Agreement shall be in writing and shall be deemed to have been effectively delivered or notified if delivered by hand or sent by registered letter, courier or by secured email environment to the addresses of the Parties indicated in the PO.
    2. The Parties shall be entitled to use simple e-mail and video and audio calls to communicate with each other on matters relating to the day-to-day and routine performance of the Agreement.
    3. After the date of signature of the Agreement, the Parties may change the addresses and contact details indicated in the PO by notifying the other party by any means.
    4. It is understood that at the above-mentioned addresses, or at such other addresses as may be communicated in the future, the Parties elect their domicile for all purposes relating to the Agreement.

35. GENERAL PROVISIONS

36. 1. The Agreement constitutes the integral manifestation of all understandings and agreements between the Parties with respect to the subject matter thereof and constitutes the sole source of rights and obligations between them, superseding and annulling any prior verbal, written and/or concluded agreements.
    2. In particular, the Agreement shall be deemed to be in force between the Parties and therefore productive of binding effects, rights and obligations from the moment it is signed by both Parties.
    3. The days indicated in the Agreement as commencement dates, whether initial or final, are always to be understood, even where not expressly indicated, as calendar days.
    4. The waiver by one of the Parties of one of its rights under the Agreement, or the performance by one of the Parties of an obligation under the Agreement, shall be without prejudice to the other Parties and shall not constitute a waiver of any other right also in respect of any performance due from the other Parties.
    5. Any amendment to the Agreement is not valid and binding unless in writing signed by each Party.
    6. Any tolerance of conduct in breach of the provisions contained in the Agreement shall not constitute a waiver of the rights arising out of the breached provisions, nor of the right to demand the exact fulfilment of all terms and conditions herein.

37. APPLICABLE LAW AND DISPUTE RESOLUTION

38. 1. Any dispute arising from the Agreement shall be subject to the application of Italian law.
    2. Any dispute arising from the Agreement must first be submitted to a Mediation procedure at ADR Piemonte, the Mediation Body established at Unioncamere Piemonte, enrolled in no. 30 of the Register of Mediation Bodies of the Ministry of Justice. The procedure will be as set out in the relevant Rules and the Mediation will take place at the ADR Piemonte office located in Turin.
    3. The prior actual performance of the Mediation procedure shall not constitute a mandatory condition for the proceedings referred to in the following Clauses. The party that intends to waive the obligation to carry out the Mediation procedure governed above may do so by sending an appropriate notice to the other party by registered letter with return receipt, PEC or by any other means capable of providing proof of receipt of the notice by the addressee.
    4. If the Parties have gone through the mediation procedure but have not reached an agreement, or if this procedure has not taken place due to the waiver under Clause 20.4, the dispute shall be submitted to ritual arbitration according to law, before the Piedmont Arbitration Chamber, Turin seat, according to the Rules of the Chamber itself, except for disputes that may be initiated by means of an appeal for injunction and for the consequent eventual judgement of opposition for which the ordinary Judicial Authority of the Court of Turin shall have exclusive jurisdiction.
    5. The arbitration will take place before a Sole Arbitrator.