Terms and conditions

These conditions set forth the rules of use of the crowdfunding platform reachable at mamacrowd.com ("Platform") and the crowdfunding service for businesses pursuant to Regulation (EU) 2020/1503 article 2, paragraph 1, letter a), sub (ii) on providers of crowdfunding services to businesses and art. 100-ter of Legislative Decree no. 58/1998 (the "TUF") ("Crowdfunding Service"), offered through the Platform by Mamacrowd S.r.l, a company authorized to provide Crowdfunding Services pursuant to art 4 - sexies.1 of the TUF and art. 12 of Regulation (EU) 2020/1503, by Consob resolution, after consultation with the Bank of Italy, no. 22876 of 08/11/2023, with registered office in Milan, Via Timavo, 34, tax code and p.iva. 07464370969 ("Mamacrowd").

1. DEFINITIONS

For the purposes of these Terms of Service the following definitions shall apply:

"Custodian": the payment service provider in accordance with Directive (EU) 2015/2366, i.e., the entity (generally, a bank or payment institution) that handles payment transactions related to the securities and instruments admitted for crowdfunding purposes that are the subject of the Offering;

Crowdfunding Service." For the purposes of these Terms of Service, Crowdfunding Services means the matching of interests in financing economic activities of Investors and Project Owners through the use of the Platform, which consists of the placement without irrevocable commitment, referred to in Annex I, Section A, item (7), of Directive 2014/65/EU, of securities and instruments admitted for crowdfunding purposes issued by Project Owners or Special Purpose Vehicles, and reception and transmission of client orders, as referred to in item (1) of said section, with respect to such securities and instruments admitted for crowdfunding purposes;

"KIIS" means the key investment information sheet prepared in accordance with the Regulation.

"Regulation" the EU Regulation 2020/1503.

"Entrance Test" an entrance test to verify the knowledge referred to in Article 21 of the Regulations, aimed at assessing the unsophisticated investor's level of knowledge, experience and understanding in relation to crowdfunding services offered on the Platform. The Entrance Test must be repeated every 2 years, starting from the date it was last taken.

"Simulation" means the simulation of the ability to bear losses referred to in Article 21 of the Regulations, aimed at enabling unsophisticated investors to simulate their ability to bear losses. The Simulation must be repeated annually;

"Investment Threshold": the amount exceeding the greater of €1,000 or 5% of the Unsophisticated Investor's net worth.

"Right of Reflection": the pre-contractual right of reflection referred to in Article 22 of the Regulations, pursuant to which the Non-Sophisticated Investor, within 4 calendar days of placing the order, may revoke his or her investment order without the need to provide any reasons and without charge;

"Offering": the communication by a crowdfunding service provider, presenting sufficient information on the terms of the Offering to the public - in the amount of €5,000 or less.000, calculated over a period of 12 months - concerning securities (as defined in Article 2, paragraph 1, letter m) of the Regulations) or instruments admitted for crowdfunding purposes (as defined in Article 2, paragraph 1, letter n) of the Regulations) issued by the Project Holder or the SPV and about the crowdfunding project that is the subject of the Offer, so as to put an investor in a position to invest in the Project;

"Project(s)": the business project for which the Project Holder pursues the objective of obtaining financing through the Crowdfunding Offering;

"Investor(s)": any natural or legal person who, through Mamacrowd acquires securities or instruments permitted for crowdfunding purposes. For the purposes of these Terms and Conditions, the term Investor(s) refers, jointly, to Sophisticated Investors and Non-Sophisticated Investors and better defined in the following paragraph;

"SophisticatedInvestor(s)" means any natural or legal person who is a professional client within the meaning of Annex II, Section I(1), (2), (3), or (4) of Directive 2104/65/EU or any natural or legal person who has the approval of the Crowdfunding Service provider in accordance with the criteria and according to the procedure set forth in Annex II of the Regulations;

"Non-Sophisticated Investor(s)" means an investor who is not a Sophisticated Investor;

"Alternative Regime": an alternative regime for subscription and transfer of shares representing the capital of S.r.l., governed by Article 100-ter, co. 2, of the TUF;

"Project Holder": the natural or legal person who pursues the objective of raising funds through a crowdfunding platform;

"User(s)": the Project Holders, Investors and any other person who visits or accesses the Platform.

2. MODIFICATION OF TERMS OF SERVICE

Mamacrowd reserves the right to modify all or part of these terms of service by notifying Users by posting on the Platform. Users are therefore required to frequently view and re-read these T&Cs periodically, so that they are always informed about the conditions applied. It is understood that the use of the Platform and/or services after the T&Cs or features of the services have been changed implies acceptance of the changes made.

The Platform does not charge Investors any fees for the use of the Crowdfunding Service (except for any fees referable to the Alternative Regime and any bank fees for making transfers). For a full disclosure of costs, please visit the page available at the following link.

Should any services offered for a fee be introduced, Mamacrowd will inform Users of changes related to the features/limitations of the services and/or their prices with 30 days' notice, also via the page linked above, and to the email address communicated upon registration and/or subsequently. In this case, the User may withdraw from the paid service in the next 30 days from the notice without any charge or additional cost.

In the absence of notice of withdrawal, the changes will be deemed accepted.

3. USE, REGISTRATION, SUBSCRIPTION

The services and Platform are intended for Users who are 18 years of age or older.

Navigation of some sections of the Platform is offered to Users without any registration, while some sections of the Platform and the Crowdfunding Services are accessible by Users only upon registration.

Users registering to the Platform or subscribing to the Crowdfunding Services will need to provide certain personal information and follow the registration and/or activation process explained at the time of registration or application to subscribe to the Crowdfunding Service.

The authentication process is part of the normal security and authentication procedures and is intended to protect the security of Users and make sure that the User is really interested in registering or activating the Crowdfunding Service.

When registering or requesting activation of the Crowdfunding Service, you will be asked to choose a username to be used together with the chosen password to access the section reserved for registered Users and/or the subscribed Crowdfunding Service.

Information regarding the processing of personal data is explained in the privacy policy available at the following link

In the event that the User does not complete the registration or subscription process to the Crowdfunding Service after providing the e-mail address and/or other data required for activation, the User may receive a limited number of communications inviting him/her to conclude the registration process.

Knowledge of the codes for access to the Platform and/or the Crowdfunding Service by third parties may allow access to unauthorized third parties. The Registered User should therefore take care of the access codes and keep them confidential. In case of loss, theft or loss of access codes, the User shall promptly notify Mamacrowd who will proceed to deactivation and replacement. The User is directly and indirectly responsible for any improper and illegitimate use of the Crowdfunding Service by him/herself or by third parties who will use the Crowdfunding Service on his/her behalf.

4. DESCRIPTION OF THE CROWDFUNDING SERVICES

The Crowdfunding Services consist, in summary , of:

1. publication on the Platform, by and under the responsibility of the Project Owner, of the Project Owner's (and/or SPV's) profile and information about the Project Owner (and/or SPV) such as, without limitation, in addition to the "KIIS" , the Project as well as all information that enables Investors to make investment decisions in an informed manner;
2. the publication and management on the Platform of the Offer;
3. the receipt and management of Investors' orders;
4. the provision to Clients of the payment services referred to in Article 10(5) of the Regulations through the Custodian.

5. DISCIPLINE FOR PROJECT HOLDERS

Project Holders (and/or the SPV) undertake to provide Mamacrowd in a detailed, correct, clear, non-misleading and without omissions manner, in legible characters all information regarding themselves, their Project and the Offering, as well as the key investment information sheet (the "KIIS"), so that Investors may reasonably and fully understand the nature of the investment, the type of securities or instruments permitted for crowdfunding purposes offered and the risks associated therewith, and make investment decisions in an informed manner.

The Project Holders (and/or the SPV) also agree to provide and publish the documents set forth in the guidance page that will be made available to the Project Holder (and/or the SPV) by the CSP.

6. INVESTOR DISCIPLINE

6.1 Sophisticated Investors

Mamacrowd informs Sophisticated Investors that they may have full access to the investment opportunities posted on the Platform only after completing the qualification process as Sophisticated Investors.

In particular, a user who believes that he or she meets the necessary requirements for qualification as a Sophisticated Investor must, as the case may be, complete the application for treatment as a Sophisticated Investor, according to the template made available by Mamacrowd on the Platform, following the relevant procedure, or contact Platform support to submit the necessary documentation.

6.2 Non-Sophisticated Investors

Mamacrowd informs Non-Sophisticated Investors that they may have full access to the investment opportunities posted on the Platform only after: (i) taking the Entrance Test and (ii) performing the Loss Support Capacity Simulation.

Mamacrowd informs Non-Sophisticated Investors:

1. of the importance of correctly answering the questions contained in the Entrance Test questionnaire;
2. of the importance of answering all the questions contained therein;
3. that missing and/or incorrect answers may cause the test result to be "Not Appropriate" and the consequences thereof;
4. of the length of validity of the Entrance Test and the need to retake it after 2 years;
5. of the duration of validity of the Loss Support Capacity Simulation and the need to repeat it every year.

Once the Entrance Test is completed, the Non-Sophisticated Investor is notified of the result of the test.

The result of the test can be "Appropriate," where the Non-Sophisticated Investor has demonstrated at least a sufficient level of knowledge, experience, and understanding of the crowdfunding services offered, or "Not Appropriate," where the Non-Sophisticated Investor's level of knowledge, experience, and understanding of the crowdfunding services offered has proven to be insufficient.

The "Not Appropriate" result will also be assigned to Non-Sophisticated Investors who have not provided sufficient information necessary to assess their level of knowledge, experience and understanding of the crowdfunding services offered.

In case of a "Not Appropriate" result of the Entrance Test, Mamacrowd:

1. Will warn the Unsophisticated Investor that investments on projects on the Platform may be inappropriate for him/her;
2. Will issue to the Non-Sophisticated Investor a risk warning, and will not encourage him to proceed with the investment.

The Non-Sophisticated Investor must confirm that he/she has received and understood the risk warning by ticking an appropriate flag.

In addition, where the Non-Sophisticated Investor intends to invest in a single Offering an amount in excess of its Investment Threshold, Mamacrowd will:

1. address a risk warning to the Non-Sophisticated Investor;
2. request from the Non-Sophisticated Investor an expression of explicit consent to make the investment in an amount greater than its Investment Threshold;
3. verify that Non-Sophisticated Investor has obtained an "Appropriate" result on the Entrance Test.

In fact, where the Non-Sophisticated Investor has recorded a "Not Appropriate" result at the Entrance Test, such investor will not be able to finalize his or her investment in an amount above his or her Investment Threshold and will have to reduce the amount until the investment is brought back below that Investment Threshold.

In addition, where the Non-Sophisticated Investor has failed to complete the Entrance Test (especially the part relating to Section 4) and the Losses Simulation, Mamacrowd will not be able to concretely identify the Investment Threshold. As a result, the Non-Sophisticated investor will only be able to make investments in amounts of €1,000 or less.

Mamacrowd also informs Non-Sophisticated Investors that:

1. It is highly advisable and advisable to invest in the capital of Project Holders only in cases where the investment is appropriately related to their financial means;
2. they may exercise the right of Reflection within 4 calendar days from the date of the order;
3. may exercise the right of Revocation under Article 23 par. 12 when, as a result of their investment errors or inaccuracies are found in the published KIIS that could significantly affect the expected return on investment ;
4. Mamacrowd does not provide advice, nor does it make recommendations regarding the financial instruments that are the subject of individual offerings;
5. Mamacrowd has prepared the Conflicts of Interest Policy visible at the following link;
6. Mamacrowd has prepared a Privacy Policy visible at the following link;
7. Mamacrowd has prepared a policy for handling Complaints visible at the following link;
8. Mamacrowd has prepared page dedicated to Costs visible at the following link
9. All investors (sophisticated and unsophisticated) are required to finalize their investment order by wire transfer addressed to the unavailable account intended for the Project Owner (or SPV). The Manager requires that the crediting of the wire transfer made by the Investor to finalize the membership entered on the Platform (the "Crediting") be recorded as an entry to the escrow account intended for the Project Holder within 14 days from the date of entry of the membership order (the "Collection Deadline"). In the event that the escrow account intended for the Project Holder is not credited with the transfer made by the investor for payment of the full countervalue of the subscribed tranche within the Collection Deadline, the investment order will be considered an 'Inevident Order' and the Manager will automatically cancel the same, giving, if necessary, written notice to the investor of the cancellation. If, for any reason, the Crediting arrives in the bank account designated for the offering on a date later than the date of Cancellation of the Inevaso Order, the Manager will proceed without charge to return the amount received in respect of the cancelled Inevaso Order within 15 business days from the date of Cancellation of the Inevaso Order. (Further clarification at Faq No. 7).

7. ALTERNATIVE REGIME OF TRANSFER AND HEADER OF SHARES

Through a special agreement between Mamacrowd and Directa S.I.M S.p.a. with registered office in Turin, Via Buozzi no. 5, tax code and number of registration with the Register of Companies 06837440012, a securities brokerage company authorized to provide the services of i) receipt and transmission of orders, ii) placement without irrevocable commitment to the Issuer, iii) execution of orders on behalf of Clients concerning financial instruments and iv) investment advice (hereinafter, also "Directa SIM"), the Investor is given the opportunity to take advantage of the alternative regime of header and transfer of units, as per Art. 100-ter, para. 2, of the TUF (the "Alternative Regime") under the terms and conditions set forth below.

The Alternative Regime, applicable only to offers of units of limited liability companies, allows Investors to make the header of the units subscribed on the Mamacrowd Platform through Directa SIM which, therefore, will proceed to the header of the units in its own name and on behalf of the Investor (performing the so-called "Rubrication Service") by opening a special account with Directa SIM in the name of the investor who adheres to the Alternative Regime (the "SIM Account")

Adherence to the Alternative Regime entails a derogation from the ordinary regime set forth in Article 2470, co. 2, Civil Code and Article 37, co. 1-bis, of DL. 112/2008 (the "Ordinary Regime"), and is subject to a specific option by the Investor.

For more information on the Alternative Regime and related costs, a special information section is available on the portal (available here).

8. COPYRIGHT

The Platform, its component pages, technologies, ideas, logos, trademarks, graphic design, texts, audio/video files, and more generally any other creativity related to the Platform and the Crowdfunding Service are and will remain the property of Mamacrowd S.r.l. and may not be reproduced, used or represented by Users, except where expressly permitted and to the extent permitted. The User is granted a non-transferable right to use the Platform limited to private, non-commercial use.

9. CONTENT POSTED BY USERS

Mamacrowd does not carry out any control, except those provided for in the Rules, over the content posted by Users and in particular by Project Owners (and/or the SPV). Consequently, Users assume responsibility for the content, materials and information of any kind that they may post transmitted or disseminated or made accessible on the Platform or through the Crowdfunding Service and are solely responsible, including from a financial point of view for damages caused directly and/or indirectly to third parties. Therefore, the User agrees to indemnify and hold harmless Mamacrowd S.r.l. from any third party claims arising from or in any way connected with the use of the Platform and/or the Crowdfunding Service.

Mamacrowd reserves the right, at its sole discretion, in the event of a violation of the commitments provided for herein by Users, even upon notice from third parties, to immediately suspend and/or terminate access to the Platform and/or its services, as well as to delete those contents deemed to be in violation of legal provisions, without any amount being due to the User. However, the fact that Mamacrowd does not prevent publication or delete a User's content does not mean that said content has been deemed acceptable by Mamacrowd.

In any case, Mamacrowd urges Users, holding them otherwise responsible, to:

1. Do not post personal information or images that the User wishes to keep confidential or that may allow other Users to contact the User directly. Mamacrowd urges Users not to post data and/or information referable to third parties for which prior consent has not been obtained.
2. Do not publish information, content or material of any kind (audio video graphic etc.) covered by copyright without prior authorization from the rightful party.
3. Not to publish content related to minors or that is otherwise in violation of laws and regulations;
4. Do not upload, post, submit or otherwise transmit or disseminate any material that contains viruses or other code, files or programs created to interrupt, destroy or limit the operation of third party software, hardware or telecommunications equipment, disrupt the normal course of communications, interfere with or disrupt the services and/or servers connected with the services.

Mamacrowd cooperates with the Public Authority in all cases in which it is requested to provide the data and/or information necessary to trace the perpetrators of wrongdoing.

10. LIMITATIONS OF LIABILITY.

Mamacrowd is committed to employing the best technology known to it and the best resources at its disposal to ensure the functionality of the Platform, including in accordance with the provisions of the Rules. However, the User agrees and accepts that Mamacrowd shall in no event be held liable for delays or malfunctions in the performance of the Platform dependent on events beyond the reasonable control of Mamacrowd such as, but not limited to: (i) events of force majeure; (ii) events dependent on the acts of third parties such as, but not limited to, the interruption or malfunction of the services of telecommunications operators and/or power lines; (iii) malfunction of the terminals or other communication systems used by the User.

In the event of an interruption in the functionality of the Platform, Mamacrowd undertakes to restore it as soon as possible. The User, acknowledges and agrees that Mamacrowd cannot in any case be held liable for acts or omissions made by the User and contrary to the obligations assumed by the User under these Terms of Service, just as it cannot be held liable for malfunctions due to defects in the means indispensable for access, improper use of the same and/or the manner of access to the Platform. Under no circumstances shall Mamacrowd be held liable to you or any third party for loss of profit, lost earnings, or any other form of loss of profit or indirect and consequential damages related to the performance of these Terms of Service. Mamacrowd is only responsible for the provision of the Crowdfunding Service and makes no warranties as to the management of the Alternative Scheme by Directa SIM. Mamacrowd is not responsible for errors and/or omissions related to the Alternative Scheme, nor for the conduct of Directa SIM. Any requests, questions, complaints or disputes regarding the Alternative Regime and its management should be addressed exclusively to Directa SIM.

11. INTERRUPTION, DEACTIVATION AND TERMINATION

In the event that Mamacrowd should ascertain directly or as a result of a report from third parties, including the competent Authorities, a violation of national and/or international regulations, or of the conditions set forth in these T&Cs, also with reference to the commitments referred to in Article 5 above on the part of Project Owners, Mamacrowd reserves the right to interrupt access to the Platform and/or deactivate the Crowdfunding Service. In such a case, Mamacrowd will send the User, by Certified Electronic Mail, a notice stating the interruption of access to the Platform and/or the deactivation of the Service, stating the relevant reasons and, if appropriate, at its sole discretion, inviting the User to regularize the situation within a reasonable period of time. Should the User fail to put in place the regularization activities within the allotted deadline, Mamacrowd will proceed to terminate these T&Cs due to the User's fact and fault. In the most serious cases, Mamacrowd may, at its sole discretion, proceed immediately to terminate these T&Cs for the fact and fault of the User, without the prior notice of invitation to regularize the situation. Mamacrowd in any case reserves the right to take appropriate action against Users who do not act in full compliance with the provisions of these T&Cs.

12. PRIVACY

Personal data are collected and processed for the purpose of following up the User's requests. Mamacrowd guarantees its Users that it operates in compliance with the legislation on the processing and protection of personal data, governed by Regulation (EU) 2016/679 "GDPR", the Legislative Decree No. 196/2003 "Privacy Code", as well as the provisions of the Guarantor for the protection of personal data.

The Privacy Policy is to be considered an integral and substantial part of these General Conditions and can be accessed at the following link.

The data controller is Mamacrowd S.r.l..

At the time of registration, the User may be asked to consent to receive information of a commercial nature, including by sending newsletters. In this case, the User will be free to give consent or not.

13. COOKIE

For the proper functioning of the Platform, the use of cookies is necessary. Cookies are used to derive information about the terminals, operating system, IP address, type of browser in use and to collect information, in aggregate or point form. They are used to provide the User with a better browsing experience, to enable the use of specific site features, and to perform User profiling. For more details see the Cookie policy extended, where, in addition to the detailed description of the cookies used, it is possible to disable specific types of cookies and deny their use.

14. APPLICABLE REGULATIONS AND DISPUTES

These Terms of Service are governed by the laws of the Republic of Italy.

For any disputes that may arise between Mamacrowd and the User regarding the validity, interpretation or performance of these T&Cs, or that are otherwise related thereto, Mamacrowd and the User mutually acknowledge and agree to comply with the following procedure:

1. The Parties will first attempt an amicable solution between them. In this regard, the Party concerned will communicate in writing to the other Party an invitation to meet no later than a period of 15 days, for this purpose proposing no less than three alternative dates on business days and times, in order to try to amicably resolve between them, without the intervention of third parties, the arising dispute. ("AmicableInvitation" and "AmicableProceedings"). The Amicable Invitation will contain a description of the reasons underlying the grievance. The Party receiving the Amicable Invitation shall respond no later than within the next 15 days, notifying the date of the meeting from among those proposed by the Party concerned and the arguments underlying its reasons. At the meeting, the Parties will draw up special minutes in which they will acknowledge the amicable agreement reached or, vice versa, the failure to reach an amicable agreement ("Amicable Agreement");

In case of failure to reach an Amicable Agreement, the Party concerned may proceed with the establishment of the judicial dispute ("JudicialProceeding"). For the Judicial Proceedings, relating to any dispute concerning the validity, interpretation and/or execution of the agreement between the Parties, with the exception of cases in which the User of the Platform can be defined as a consumer pursuant to Legislative Decree no. 206 of 2005, the Court of Milan shall have exclusive jurisdiction.