Portal Management

WHO MANAGES THE PORTAL

The portal for the collection of online capital called mamacrowd.com is managed by the company Mamacrowd S.r.L., share capital € 73,267.04 fully paid, registration number with the Companies Register of Milan, tax code and VAT number 07464370969 (hereinafter referred to as "Mamacrowd" or the " Manager").

Mamacrowd s.r.l. is registered at no. 8 of the ordinary section of the register of online portals for the collection of venture capital from innovative startups, as per CONSOB resolution no. 19002 of 6 August 2014.

Information about the founders of Mamacrowd S.r.L. and the Mamacrowd team can be found in the About us page of the portal

Other links on the page:

• Consult CONSOB resolution no. 19002 of August 6, 2014
• Consult the register of managers - ordinary section

CAPITAL REQUIREMENTS OF THE MANAGER

As provided for in Article 7-bis of Consob Regulation 18592/2013 the Manager has taken out an insurance policy to cover liability for damages arising to the client from the exercise of professional activity, policy number 390738827 - Generali Italia S.p.A.

WHAT WE DO AND HOW WE SELECT THE OFFERS

Mamacrowd inserts in the Portal the projects of the bidders who intend to place financial instruments representing their capital stock online through the Portal for online capital raising (equity crowdfuding portal www.mamacrowd.com).

The selection of projects to be included in the 'showcase' represented by the Portal is made by the Mamacrowd offer management team, after verifying the lawfulness of the project and its non-compliance with the law, public order or morality.

Before being able to publish an Offer on the Portal it is necessary that the promoter of the initiative completes the registration procedure on the Portal, filling in all the required fields relating to the promoter and the project.

Once the creation of the profile on the portal by the promoter of the initiative has been completed, the Mamacrowd team (which can be contacted at info@mamacrowd.com) will verify, in discussion with the promoter, that he/she meets the requirements provided for by current legislation on the subject of raising capital through online portals.

Once the pre-requirements of the law have been verified, Mamacrowd reserves the right to decide whether to publish a project on its portal.

The non-publication of an Offer on the Portal, however, is not to be understood as a negative assessment of the potential of the initiative and does not preclude possible future publications, when the project will fully meet the requirements for its dissemination.

How to manage orders

Mamacrowd cannot hold sums of money pertaining to Investors nor directly execute orders for the subscription of financial instruments offered on its portals, having to transmit them exclusively through a bank or an investment firm ("the subjects receiving and finalizing orders").

The persons who receive and execute orders

• take care of the completion of the orders they receive from the Manager and keep the latter informed of their outcome;
• operate in relation to non-professional investors, with the exception of transactions whose value is below the threshold referred to in Article 17, paragraph 4 of the Regulations, in compliance with the applicable provisions contained in Part II of the Consolidated Law on Financial Markets and the related implementing regulations;
• ensure that, for each Offer, the funds needed to complete the orders are set up in an escrow account destined for the Offeror and opened with the parties receiving and completing the orders.

COSTS RELATED TO THE INVESTMENT

The details of the costs associated with the investment made through online portals for the collection of capital are agreed

• with the Offeror, on the contract relating to the Offer,
• with the Investor, on the contract stipulated with the Bank or the investment company for the provision of the corresponding investment service.

(Note: generally, the Portal does not apply costs to Investors; if, on the contrary, they are foreseen, appropriate information will be provided here and in the Investor Information Document)

It should be noted that Mamacrowd:

• does not apply costs to Investors (Note: generally, the Portal does not apply costs to Investors; if, however, they were expected, appropriate information would be given here and in the investor information document).
• In the event of a positive outcome (completion) of the Offer, by way of consideration for the services provided, the Offeror will be charged a commission determined as a percentage of the capital actually raised and varying according to the Offer. The Offeror shall pay this fee only when the capital increase is completed in accordance with all the requirements set forth in the Offer document.

The expenses to be borne by the Investors for the transmission of orders to the receiving and perfecting parties, if any, are indicated in the information sheet relating to each Offer.

Measures in place to reduce and manage fraud risks

In accordance with the provisions of art. 14, paragraph 1, letter e) of CONSOB Regulation no. 18592/2013 as amended and supplemented. (hereinafter, also the "Regulation"), these measures are prepared to reduce and manage the risks of fraud.

By "Fraud Prevention" policy we mean the measures implemented by Mamacrowd, described below, aimed at preventing

1. fraud related to possible intrusion into the Portal by unauthorized third parties;
2. fraud related to the lawfulness of the projects carried out by Bidders;
3. fraud related to the information published on the Portal;
4. fraud linked to the Offeror's improper use of funds collected from Investors;
5. fraud linked to financial transactions;

In this context, the following measures are implemented, namely:

1) With reference to frauds related to the possible intrusion into the Portal by unauthorized third parties:

Mamacrowd prepares adequate IT security systems capable of protecting its IT system from unauthorized external access, through the use of firewall apparatuses properly positioned in the network that also allow to detect and trace any access attempt by means of:

• identification of the Bidders prior to the publication of any information on the Portal;
• delivery to the Offerors of personalised credentials for access to the Portal, to be kept confidential under the direct responsibility of the Offerors.

2) With reference to frauds related to the lawfulness of the projects carried out by the Bidders:

If the Bidder does not come from an incubation path at incubators present on the national or international territory, the Mamacrowd bid management team (in charge of performing anti-fraud verifications) shall submit, in case of detection of anomalies or where it detects the conditions of opportunity for the purpose of protecting the interests of Investors, the project presented by the Bidders to its own 'Bid Validation Committee' called to express its opinion on the lawfulness of the project, which shall verify the existence of the conditions and requirements required by the Regulations.

3) With reference to frauds related to the information published on the Portal:

Mamacrowd performs a verification regarding the requirements provided by the Regulations for the admissibility of offers on the Portal. It should be noted, however, that the information provided on the Portal by the Offerors is the exclusive relevance and responsibility of the Offerors themselves.

It should also be noted, with regard to the documentation relating to the bids of the Bidders, that these are published on the Portal following a capital increase carried out before a Notary who, in turn, carries out the necessary legal checks prior to drawing up the relevant minutes.

4) With reference to fraud linked to the Offeror's improper use of the funds raised by Investors:

Since the Offeror and its management are solely responsible for the use of the funds collected by the Investors, Mamacrowd cannot perform any control activities in this regard and refers on this point to the current corporate and, possibly, criminal regulations related to the matter.

5) With reference to frauds related to financial transactions:

As Mamacrowd will rely entirely on the banking system for financial transactions, Mamacrowd refers to the anti-fraud safeguards put in place by such entities.

Processing of Personal Data

Mamacrowd has appointed a Privacy Officer who has the task of coordinating the various organizational measures adopted for the proper processing of personal data and information received from customers.

Mamacrowd has set up an adequate IT architecture to protect its information system from unauthorized external access, with a control carried out through the use of firewalls correctly positioned in the network that also allow to detect and trace any access attempt.

Users are invited to read the privacy policy available in the privacy section of the site

Conflicts of Interest Policy

To learn about the measures put in place to prevent and manage conflicts of interest between the operator of the portal www.mamacrowd.com, the Offerors and the Investors visit this link.

COMPLAINTS MANAGEMENT

The client may propose an official complaint to Mamacrowd by sending a written communication to the following address: "Mamacrowd S.r.L." - Mamacrowd Compliance Office - Via Timavo, 34 - 20125 MILAN, or through an email with the subject "complaint" to the following address reclamo@mamacrowd.com

The customer must indicate in the complaint

1. the necessary details for correct identification
2. the transaction or service to which the complaint refers;
3. a brief description of the reasons for the complaint;
4. the alleged damage or breach of contract suffered;
5. any correspondence with Mamacrowd prior to the complaint.

The essential elements of the complaint received will be faithfully transcribed, in chronological order, in the Complaints Register.

The Complaint may be submitted by the Portal Customer directly or through the assistance of an appropriately appointed third party (Attorney).

If the complaint is submitted by an Attorney, in order to complete the regular transmission it is necessary to send to the Portal also the power of attorney conferred by the Client to the Attorney and an identity document of the Attorney.

The power of attorney can be written on a sheet of plain paper, it must be dated and signed by the Client who intends to give the Attorney the task of transmitting the complaint to the portal, and must contain an express reference to the mandate given to submit the complaint to the Portal, and, in summary, the object of the same.

The power of attorney must also always allow to clearly identify the delegating subject, the delegated subject and the date of conferral.

Mamacrowd has specific internal procedures in order to ensure a prompt treatment of complaints submitted by Clients.

In fact, according to the internal procedures, Mamacrowd will communicate - in a period not exceeding 60 days from the date of receipt of the complaint - the final outcome of the complaint to the Client with its own determinations in writing or by e-mail, if this method has been authorized by the Client.

In the event that Mamacrowd should receive generic complaints or incomplete complaints, i.e. which do not contain all the elements necessary to allow a prompt treatment of the complaint, the customer may be contacted via email by authorized Mamacrowd staff to request the reasons for the complaint necessary to complete the complaint. In this case, the day of receipt of the complaint is considered to be the day in which the complaint will be completed.

A complaint is defined as "resolved" when the reason for the complaint has been overcome.

Mamacrowd will consider a complaint "resolved" if:

1. the time limit for the out-of-court mediation or conciliation procedures has expired (due to total inactivity of the complainant);
2. an agreement has been reached between the parties by judicial or extra-judicial means, by settlement or by means of an acquiescence agreement (activity of the claimant reconciled between the parties);
3. the claimant has availed himself of the conciliation and arbitration procedures envisaged by the regulations in force (the claimant's activity has been taken to another place of execution).

Mamacrowd adheres to the Arbitro Per le Controversie Finanziarie (ACF) https://www.acf.consob.it/web/guest/home. (see below for details)

Complaints received are assessed also in the light of the guidelines that can be deduced from the decisions taken by the ACF and, in the event of failure to accept, even partially, the complaint, the investor may still appeal to the ACF.

It should be borne in mind that the ACF, in order for an appeal to be admissible, requires (i) that it concerns the same facts as the complaint and (ii) that it is lodged within one year of the date on which the complaint was lodged.

The appeal to the ACF can be filed ONLY if the intermediary has responded unsatisfactorily to the client's complaint, or if he has not responded to it within 60 days of its submission.

On the ACF website there is a guided procedure for the transmission of the client's appeal with all the relevant instructions.

Mechanisms for the out-of-court settlement of disputes

For any disputes that may arise between the Parties concerning the validity, interpretation or performance of the Agreement between Mamacrowd and you, or that are otherwise related thereto, the Parties mutually acknowledge and agree to comply with the following procedure:

1. The Parties will first attempt an amicable solution between them.
   In this sense, the Party concerned will communicate in writing to the other Party an invitation to meet within and no later than 15 days, for this purpose proposing no less than three alternative dates in working days and hours, in order to try to settle the dispute between them, without the intervention of third parties. ("Amicable Invitation" and "Amicable Procedure"). The Remedial Notice shall contain a description of the grounds for the grievance.
   The Party receiving the Remedial Notice shall reply within the following 15 days at the latest, communicating the date of the meeting among those proposed by the interested Party and the arguments on which its reasons are based. At the meeting, the Parties will draw up specific minutes in which they will acknowledge the amicable agreement reached or, vice versa, the failure to reach an amicable agreement ("Amicable Agreement");
2. In case of failure to reach an amicable agreement during the amicable procedure, the Party concerned may initiate a mediation procedure pursuant to Legislative Decree no. 28 of 2010, as amended by Law 9 August 2013, no. 98, converting with amendments Legislative Decree no. 69/2013 ("Mediation Procedure"). The Mediation Procedure is a condition of procedibility of the legal claim and must be initiated at mediation bodies present in the place of the judge territorially competent for the eventual legal dispute.
3. If the Mediation Procedure ends without an agreement or in any case the conditions provided for by Legislative Decree no. 28 of 2010, as amended by Law no. 98 of 9 August 2013, converting with amendments Law Decree no. 69/2013, the interested party may proceed with the establishment of the judicial dispute ("Judicial Procedure"). For the Judicial Proceedings, relating to any dispute concerning the establishment, interpretation and/or execution of the agreement between the Parties, except for cases in which the user of the Portal can be defined as a consumer pursuant to Legislative Decree no. 206 of 2005, the Court of Milan shall have exclusive jurisdiction.

Recourse to the Arbitrator for financial disputes

Mamacrowd adheres to the Arbitrator for Financial Disputes.

The Arbitrator for Financial Disputes (ACF), established by Consob with resolution no. 19602 of 4 May 2016, is a tool for resolving disputes between "retail" investors and intermediaries for the violation of the obligations of diligence, fairness, information and transparency that intermediaries must comply with when providing investment services or the collective asset management service.

It is a tool that allows the investor to obtain a decision on a dispute quickly, without cost and without the need for legal assistance.

The ACF ensures impartiality and independence of judgment.

If the investor is not satisfied with the decision, he can still turn to the judicial authority. Appealing to the ACF or another alternative dispute resolution system is a procedural condition for initiating legal proceedings.

The investor's right to appeal to the ACF cannot be waived by the investor and can always be exercised, even in the presence of clauses contained in contracts for the devolution of disputes to other ADR bodies.

Aggregate data on offers

For each Offer published on the Portal, the status of the subscriptions made from time to time, also with the help of tables and graphs, as well as the remaining period of the Offer and the percentage of participation of institutional investors, if any, will be published on the Offer form.

A copy of each Offer form is kept even after the closing of the Offer, regardless of the outcome, for the period provided for by the regulations.

Reference regulations

At the bottom of this page are summarized all the useful links to learn more about crowdfunding, the reference legislation, the register kept by CONSOB, the investor education section prepared by CONSOB and the special section of the register of companies dedicated to innovative startups and incubators.

List of Links displayed at the bottom of the page:

• CONSOB Homepage
• CONSOB Investor Education
• Companies Register - special section for innovative startups and SMEs
• Register of Managers - ordinary section

SANCTIONS IMPOSED ON THE PORTAL

No sanctions of any kind have been issued against Mamacrowd S.r.L. in relation to the management of the portal www.mamacrowd.com

SANCTIONS APPLIED BY THE PORTAL TO NON-COMPLIANT BIDDERS

Mamacrowd reserves the right to take appropriate initiatives against Bidders in case of non-compliance with the rules of operation of the Portal, in order to protect the Portal and the Investors; the possible initiatives are clearly indicated in the contract signed with the Bidder for the management of the Offer.

The Offeror is not allowed to access the publication area of the Portal

Mamacrowd provides for the publication on the Portal of the documentation relating to the Offer that is provided by the Bidder (who does not have direct access to the publication area of the Portal). The Bidder is solely responsible for the completeness and truthfulness of the data and information provided by him

In relation to these activities, therefore, the Bidder assumes all responsibility for the delivery of the required documents and the completeness and truthfulness of the information provided.

In case of failure by the Offeror to deliver the requested documents in relation to the Offer and in case of delay in the delivery or inaccuracies of the same, Mamacrowd reserves the right not to publish the Offer or, if already published, to block it giving immediate information to all possible Investors that in the meantime have adhered to it. Mamacrowd will 'reopen' the Offer again after the resolution of the suspensions that interrupted it.

In extreme cases Mamacrowd reserves the right to terminate the contractual relationship with the Offeror regarding the publication of the Offer, informing the subscribers both directly and by means of specific information on the Portal.

In this case Mamacrowd reserves the right to claim damages from the Offeror.

Mamacrowd requires the Offeror to maintain a balanced and reasonable behaviour also with reference to the advertising that the Offeror independently and separately should carry out on social networks, on its own website or through other means of communication.