Terms and conditions

These terms and conditions establish the rules for the use of the portal that can be reached at mamacrowd.com ("Portal") and the service for raising venture capital pursuant to Article 50-quinquies of Law 221/2012 and Consob Resolution No. 18592, later supplemented by the amending Resolution No. 19520 of February 24, 2016, ("Crowdfunding Service"), offered by SiamoSoci S.r.l, a company authorized to manage the Portal and enrolled in the Consob Registry, just order number 19002 on 06/08/2014, with registered office in Milan, Via Tmavo,34 , tax code and p.iva. 07464370969 ("SiamoSoci"), offered to users of the Portal.

1. DEFINITIONS

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

1. "Order Receiving and FinalizingEntity" means the bank, SIM, EU investment firm, third-country firm other than a bank, and, with respect to orders involving shares or units of UCITS, their managers, or the entity (generally, a bank) with which the unavailable account intended for the Offer must be opened to enable payment by Investors of the investment , hereinafter, for the sake of clarity , also referred to as the "Custodian Bank";
2. "Offeror(s)" means the entities specified in Article 2 paragraph 1 letter c), numbers 1 to 4) of the Regulations, namely:
1. the innovative start-up company, including the start-up with a social vocation, as defined in Article 25, paragraphs 2 and 4, of the Decree and the start-up tourism company provided for in Article 11-bis of Decree Law No. 83 of May 31, 2014, converted with amendments by Law No. 106 of July 29, 2014
2. the innovative small and medium-sized enterprise ("innovative SME"), as defined by Article 4, paragraph 1, of Decree Law No. 3 of January 24, 2015, converted with amendments by Law No. 33 of March 24, 2015;
3. the collective investment undertaking ("CIU") that invests predominantly in innovative start-ups and innovative SMEs, as defined by Article 1, paragraph 2 (e) of the Decree of the Ministry of Economy and Finance January 30, 2014;
4. corporations that invest primarily in innovative start-ups and innovative SMEs, as defined by Article 1, Paragraph 2 (f) of the Decree of the Ministry of Economy and Finance January 30, 2014;

3. "Issuance Limits" means, with reference to bonds or debt securities, the objective and subjective limits imposed by Article 2412 of the Civil Code for the issuance of bonds by S.p.A. and by Article 2483 of the Civil Code for the issuance of debt securities by S.r.l., as well as any additional limits imposed by the applicable special law;

4. "Certified Incubator(s)" means the joint stock company, also incorporated as a cooperative, under Italian law or European societas, resident in Italy, that offers services to support the birth and development of innovative start-ups, as better defined by Article 25, co. 5 of Law 221/12;

5. "Qualified Intermediary": an intermediary qualified to provide one or more of the investment services provided for in Article 1, co. 5, letters a), b), c), c-bis), and e) of the TUF, which carries out the subscription of units in its own name and on behalf of Investors who have subscribed to the alternative regime referred to in Article 100-ter, co. 2-bis, of the TUF;

6. "Investors in Support of Small and Medium Enterprises" means investors as defined in Article 24(2) of the Regulations;

7. "Professional Investor(s)": the private professional clients as of right and the private professional clients on request, identified in Annex 3, points I and II, respectively, of the Consob Regulation on Intermediaries, adopted by Resolution No. 16190 of October 29, 2007, as amended, as well as the public professional clients as of right and the public professional clients on request provided for identified by Articles 2 and 3, respectively, of Ministerial Decree No. 236 of November 11, 2011, issued by the Ministry of Economy and Finance;

8. "Non-Professional Investor(s)" means investors other than Professional Investors;

9. "Authorized Non-Professional Investor(s)": with reference to the Debt Crowdfunding Service, the Non-Professional Investors identified in Article 24, paragraph 2-quater, of the Regulations;

10. "Investor(s)": collectively, the Professional Investors and the Non-Professional Investors;

11. "Alternative Regime": an alternative regime for the header and transfer of units governed by Article 100-ter, co. 2-bis, of the TUF;

12. " Equity Crowdfunding Service": a service to raise risk capital from Offerors provided by the Manager through the Equity Section of the Portal pursuant to the TUF and the Regulations;

13. "Debt CrowdfundingService": a service for raising debt capital from Offerors provided by the Manager through the Debt Section of the Portal pursuant to the TUF and the Regulations;

14. " CrowdfundingService": jointly the Equity Crowdfunding Service and the Debt Crowdfunding Service;

15. " Debt Section": the section of the Portal through which the Debt Crowdfunding Service is provided, separate from the Equity Section;

16. " Equity Section": section of the Portal through which the Equity Crowdfunding Service is provided, separate from the Debt Section;

17. "User(s)": the Bidders, Investors, and any other person accessing the Portal.

2. MODIFICATION OF TERMS OF SERVICE

SiamoSoci reserves the right to change all or part of these terms of service by notifying Users through the Portal. 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 Portal and/or the services after the T&Cs or features of the services have been changed implies acceptance of the changes made.

For any services offered for a fee, SiamoSoci will inform users of changes related to the features/limitations of the services and/or their prices with 30 days' notice through the Portal pages and to the email address provided at the time of 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 the Portal are intended for Users who are 18 years of age or older.

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

Users who register to the Portal or subscribe to the Crowdfunding Service will have to provide certain personal data 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 your 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.

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 Portal 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 SiamoSoci who will proceed with deactivation and replacement. The User is directly and indirectly responsible for any improper and illegitimate use of the Crowdfunding Service by himself or by third parties who will use the Crowdfunding Service on his behalf.

4. DESCRIPTION OF THE CROWDFUNDING SERVICE

The Crowdfunding Service consists in allowing Offerors to publish on the Portal an offer of their own financial instruments for a total consideration lower than that determined by Consob pursuant to Article 34-ter, paragraph 1, letter c) of the Consob Regulation on Issuers, adopted by Resolution No. 11971 of May 14, 1999, as amended, intended for Professional Investors and/or Non-Professional Investors.

5. DISCIPLINE FOR BIDDERS

The Bidders undertake to publish in a detailed, fair, clear, non-misleading and without omissions manner, in legible characters, all information regarding the offer so that Investors can reasonably and fully understand the nature of the investment, the type of financial instruments offered and the risks associated with them and make investment decisions in an informed manner.

The Offerors also undertake to publish on the Portal a description of their company, the industrial project, the business plan, the financial instruments that are the subject of the offer, the rights attached to them and the manner in which they can be exercised, the clauses prepared by theOfferor with reference to the hypotheses in which the controlling shareholders sell their shareholdings to third parties after the offer (by way of example, the procedures for way out of the investment, presence of any repurchase agreements, any lock up put option clauses in favor of the Investors, etc.) with an indication of the duration of the same, the resumes of the corporate bodies and directors, as well as the link to its website where, in the case of startups or innovative SMEs, the information required by Article 25, co. 12 of Law 221/12 must be present, namely:

1. date and place of incorporation of the company, name and address of the notary public;
2. main office and any branch offices;
3. corporate object;
4. brief description of the activity' carried out, including activity and expenses in research and development, if any;
5. list of shareholders, including any trust companies;
6. list of any investee companies;
7. shareholders' agreements, if any;
8. indication of the educational qualifications and professional experience of the partners and staff working in the company, excluding any sensitive data;
9. indication of the existence of any professional, collaborative or commercial relationships with certified incubators, institutional and professional investors, universities and research centers;
10. latest filed financial statements;
11. list of patent rights on industrial and intellectual property.

In the case of an offer conducted by innovative startups or SMEs, they also undertake to provide, where available, the accounting disclosures required by the Regulations, i.e., key figures as of December 31 prior to the start of the offer relating to turnover, gross and net operating margin, profit for the year, total assets, the ratio of intangible assets to total assets, net financial position, as well as the auditor's opinion, also providing a direct hyperlink to the full accounting disclosures.

In the case of offerings conducted by UCIs that invest predominantly in innovative start-ups and innovative SMEs, the Offeror undertakes to provide the hyperlink to the rules or bylaws and the half-yearly report of the UCI and the offering document containing the information made available to investors, prepared in accordance with Annex 1-bis of the Regulations approved by Resolution No. 11971 of May 14, 1999, as amended.

For companies that invest predominantly in innovative start-ups and innovative SMEs, The Offeror undertakes to publish the company's investment policy and an indication of the companies in which investments are held with hyperlinks to the respective internal sites

The Offerors also undertake to publish the following warning for each offer, "The offer information is not subject to approval by Consob. TheOfferor is solely responsible for the completeness and truthfulness of the data and information it provides. The investor's attention is also drawn to the fact that investment, even indirectly, through UCIs or companies that invest predominantly in financial instruments issued by innovative start-ups and innovative SMEs is illiquid and marked by a very high risk."

Also with regard to the offer, the Offerors undertake to publish:

1. the general terms and conditions of the offer, including an indication of the addressees, any effectiveness and revocability clauses of the acceptances;
2. the information on the share, if any, already subscribed by Professional Investors or by banking foundations or by Certified Incubators; of innovative start-ups;
3. the description of how the share reserved for Professional Investors or banking foundations or Certified Incubators is calculated;
4. the terms and conditions for the payment and allocation/delivery of the financial instruments subscribed by the Investors;
5. any information about conflicts of interest related to the offering;
6. indication of any costs or fees charged to the investor, including any fees for the subsequent transmission of orders to banks and investment firms;
7. indication of any consideration, expense or charge imposed on the subscriber in relation to any alternative regime for the transfer of units provided for in Article 100-ter, paragraph 2-bis, of the TUF
8. any information on the publication of offers with the same object on other portals

Finally, the Offerors undertake to:

1. open an account earmarked for the Offer with the Depositary Bank;
2. to resolve (if the Offeror is not a UCITS) a 'capital increase to service the offers;
3. to include in the bylaws, for a period of at least three years from the conclusion of the offer, the right to withdraw from the company or the right to co-sell its holdings as well as the terms and conditions of exercise thereof in the event that the controlling shareholders, after the offer, transfer control to third parties, in favor of Non-Professional Investors or banking foundations or Certified Incubators;
4. to guarantee, at no charge, to all investors the right to revoke their adhesion when, between the time of adhesion to the offer and the time when the offer is finally closed or the delivery of the financial instruments has taken place, a significant new fact occurs or a material error or inaccuracy concerning the information displayed on the portal is detected, which is likely to affect the investment decision. The right of revocation may be exercised within seven days after the new information has been brought to the attention of investors;
5. to ensure, without charge, the exercise of the right of withdrawal to Non-Professional Investors within 7 days from the date of the order;
6. to have 5% of its capital subscribed, prior to the completion of the offer on the Portal, by Professional Investors or banking foundations or Certified Incubators (percentage reduced to 3% for offers made by small and medium-sized companies in possession of the certification of their financial statements and consolidated financial statements, if any, for the last two fiscal years preceding the offer, prepared by an auditor or auditing firm registered with the register of auditors)
7. not to distribute profits as long as the "innovative start-up" status endures.

6. INVESTOR DISCIPLINE

SiamoSoci informs Non-Professional Investors that they can access the section of the Portal where the offers are published only after: (i) having read the investor education information on Consob's website, (ii) having responded positively to the questionnaire proving full understanding of the essential characteristics and main risks associated with investing in innovative start-ups visible at this link, (iii) having declared that they are able to financially bear the entire loss, if any, of the investment they intend to make.

SiamoSoci also informs Non-Professional Investors, with exoneration of any liability in this regard, that adherence to the offers related to the Crowdfunding Service, may result in (i) the loss of the entire capital invested and (ii) the risk of illiquidity.

SiamoSoci also informs Non-Professional Investors that:

1. It is highly advisable and appropriate to invest in the Offerors' capital only where the investment is appropriately related to one's financial means;
2. adherence to the offer and therefore investment on the financial instruments of the Offerors entails the impossibility of distribution of profits for the period during which the Offerorsmaintain the status of "innovativestart-up ";
3. the tax treatment of investments is governed by the Decree of the Ministry of Economy and Finance dated May 7, 2019 and is subject to possible changes according to the regulatory measures that will be from time to time adopted in the ordinance ;
4. for innovative start-ups and SMEs there are some exceptions to the company law on the subject of the reduction of share capital due to losses, on the subject of the creation of special categories of shares with special rights both patrimonial and administrative, on the subject of the prohibition of transactions on the shares of limited liability companies, all as better indicated in Article 26 of Law 221/2012;
5. may exercise the right of withdrawal within 7 days from the date of the order;
6. may exercise the right of revocation when, between the time of joining the offer and the time when the offer is finally closed or the delivery of the financial instruments has taken place, a significant new fact occurs or a material error or inaccuracy concerning the information displayed on the portal is detected, which is likely to affect the investment decision. The right of revocation may be exercised within seven days from the date on which the new information was brought to the attention of investors;
7. order management is ensured by the Persons Receiving and Processing Investment Orders in accordance with the provisions contained in Part II of the Consolidated Finance Act (D.Legislative Decree 58/98) and its implementing regulations, except in cases where: (i) the orders are given by Investors -individuals- and the related countervalue is not more than five hundred euros per single order and one thousand euros considering the total annual orders, (ii) the orders are given by Investors -legal persons- and the related countervalue is not more than five thousand euros per single order and ten thousand euros considering the total annual orders; to this end, the Investor undertakes to issue to SiamoSoci at the same time as making the investment, a certificate stating that he/she has not exceeded, always in the same calendar year of reference, the thresholds indicated herein, also considering any investments made on other portals;
8. SiamoSoci does not provide advice, nor does it make recommendations regarding the financial instruments covered by individual offers;
9. SiamoSoci has prepared a policy on identification and management of conflicts of interest that can be viewed at the following link;
10. SiamoSoci has prepared a policy for fraud prevention visible at the following link;
11. SiamoSoci has prepared a policy for the protection of privacy visible at the following link;
12. SiamoSoci has prepared a policy for handling Complaints;
13. There are no fees charged to Investors except as provided in Article 7.1 below in case of joining the Alternative Regime (as defined below);
14. All investors (professional and retail) are required to finalize their investment order by wire transfer addressed to the unavailable account allocated to the Offeror. The Manager requires that the crediting of the wire transfer made by the Investor to finalize the membership entered on the Portal (the "Crediting") be recorded as an entry to the escrow account earmarked for the Offeror 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 Offeror is not credited with the transfer made by the investor for payment of the full countervalue of the subscribed share within the Cash Out 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 current account intended for the offering on a date subsequent to 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 in Faq #7)

Any complaints can be addressed in writing to reclamo@mamacrowd.com.

7. ALTERNATIVE REGIME OF TRANSFER AND HEADER OF SHARES

Through a special agreement between Siamosoci 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 shares, as per art. 100-ter, co. 2-bis, 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 portal 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, Paragraph 2, of the Civil Code and Article 37, Paragraph 1-bis, of DL. 112/2008 (the "Ordinary Regime").

and is subject to a specific option by the Investor.

In case of adherence to the Alternative Regime, the subscription of the Units by the Investor will be made, in case of success of the Offer, through Directa SIM; the alienation of the Units by the Investor or the subsequent purchaser (provided that the latter also has an account with Directa SIM) will take place by simple annotation of the transfer in the registers kept by the intermediary without costs or charges for the purchaser and/or the alienator.

This is without prejudice, in the case of both Paid and Free Membership, to the investor's right to request, at any time thereafter, the registration of the units in his or her own name: the Investor may at any time request the application of the Ordinary Regime of registration in lieu of the Alternative Regime, by requesting Directa SIM (www.directa.it; e-mail address: directa@directa.it) to make direct registration of the units in the name of the Investor himself or herself

In this hypothesis, Directa SIM will not charge any cost to the Investor but the latter will have to bear any disbursements due to the professional figures that may intervene in the ordinary header procedure (notary and/or accountant) as well as the related administrative charges not specifically borne by the Offeror where due (stamp duty, fees, etc.).

Joining the Alternative Regime implies acceptance of these Terms and Conditions of Mamacrowd, of the particular Terms and Conditions of the Rubrication Service(available here) and of the conditions applied by Directa SIM, made available to the Investor during the joining procedure.

Condition precedent

Adherence to the Alternative Regime, whether in the case of Paid Membership or Free Membership, in accordance with the terms and conditions set forth in Directa SIM's Terms and Conditions, is subject to the Investor's proper identification for anti-money laundering purposes by Directa SIM and, more generally, to the completion of the activation procedure of the Rubrication service prepared by Directa SIM as well as the acceptance of these Terms and Conditions of Mamacrowd, of the Particular Terms and Conditions of the Rubrication service(available here) and of the conditions applied by Directa SIM, made available to the Investor during the membership procedure.

If the aforementioned conditions precedent are not met, adhesion to the Alternative Regime will be deemed not to have taken place, with the consequence that if the Offer is successful (and there is no "overfunding") the Investor will be subject to the Ordinary Regime.

Cost of the Rubrication Service

The Rubrication Service is performed by Directa Sim against payment of a fee structured as follows :

1) at the time of SIM Account opening, shall be paid to Directa SIM (the "SIM Account Opening Cost"):

● a sum equal to euro 15.00 (fifteen/00), if a natural person;

● an amount equal to euro 80.00 (eighty/00), if legal person.

These amounts are not reimbursable in the event that the Offer, which the Investor has joined with Alternative Regime, is not successfully concluded or in the event that there is an exclusion of the Investment as a result of the occurrence of an "overfunding" situation. Such amounts will not, however, be due by the Investor where he/she already has a SIM Account opened with Directa SIM).

2) Once the SIM Account has been activated, for each Investment on a successful bid (except in the case of exclusion due to 'overfunding'), the Investor, whether an individual or a legal person, shall pay to Directa SIM the amount of euro 30.00 (the "Bid Rubrication Cost"). This amount is payable by the Investor only in the event that the Offer is successfully concluded.

3) For the issuance of the certificate proving the ownership of the Units (the "Header Certificate"), the Investor shall pay to Directa SIM an amount equal to euro 5.00 (five/00) (the "Issuance Cost of the Header Certificate"). This amount is not due in the case of the first issuance of the certificate to the Investor, which is intended to be free of charge.

Payment of the above amounts will be made by withdrawal of the relevant amounts from the SIM Account, in accordance with the terms and conditions set forth in Directa SIM's General Terms and Conditions of Service.

The Cost of the Rubrication Service shall be borne by the Investor who intends to use it (the so-called "PaidRubrication") , unless the Provider has decided to incur it himself instead of the Investor (the so-called "Free Rubrication").

In the case of Paid Rub rication the Investor , is required to ensure that the SIM Account has the necessary funds in it to cover the costs of joining the Alternative Scheme. In the absence of funds, Directa SIM may not accept the Investor's application to join the Alternative Scheme.

In case of Free Rubrication , the Cost of the Rubrication Service related to the adherence to the specific Offer will be borne by the Offeror, according to the agreements concluded from time to time with Directa SIM; the Investor, therefore, will not have to pay anything.

In particular, in case of Free Rubrication , the Offeror will provide for the payment of:

a) the SIM Account Opening Cost in the event that Investors are without a SIM Account (This amount is not refundable in the event that the Offer that provides for the Free Rubrication is not successfully concluded or in the event that there is an exclusion of the investment due to the occurrence of an 'overfunding' situation: in this case, the SIM Account remains open in the name of the investor who will be able to freely dispose of it for future accessions to other offers);

b) The Offer Rubrication Fee related to all investors already holding SIM Accounts (This amount is payable by the Offeror only in the event that the Offer is successfully concluded).

c) The first issuance of the certification proving the ownership of the units (the Certificate of Intestacy), which is necessary as a qualification for the exercise of corporate rights, is free of charge.

Subsequent applications for Certificates of Intestacy are subject to a fee of EUR 5.00 per certificate to be paid by the investor.

Conversion to the Ordinary Regime

Subscription to the Alternative Regime is always reversible: the Investor may at any time request to revert to the Ordinary Regime of Header in place of the Alternative Regime by asking Directa SIM (www.directa.it; e-mail address: directa@directa.it) to make direct header of the units in the name of the Investor himself.

In this hypothesis, Directa SIM will not charge any cost to the Investor but the latter will have to bear any disbursements due to the professional figures that may intervene in the ordinary header procedure (notary and/or accountant) as well as the related administrative charges not specifically borne by the Offeror, where due (stamp duty, fees, etc.). These charges depend on the professional fees in force or the agreements made directly with the respective professionals..

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

8. COPYRIGHT

The Portal, its component pages, technologies and platform, ideas, logos, trademarks, graphic design, texts, audio/video files, and more generally any other creativity related to the Portal and the Crowdfunding Service are and will remain the property of SiamoSoci 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 Portal limited to private, non-commercial use.

9. CONTENT POSTED BY USERS

SiamoSoci does not perform any control, except those provided for in the Consob regulation adopted by Resolution 18592, on the contents posted by Users and in particular by bidders. Consequently, Users assume responsibility for the content, materials and information of any kind that they may publish transmitted or disseminated or made accessible on the Portal or through the Crowdfunding Service and are solely responsible, including from a financial point of view for any damage caused directly and/or indirectly to third parties. Therefore, the User agrees to indemnify and hold SiamoSoci S.r.l. harmless from any third party claims arising from or in any way connected with the use of the Portal and/or the Crowdfunding Service.

SiamoSoci reserves the right, at its sole discretion, in the event of violation of the commitments provided herein by users, even upon notice from third parties, to immediately suspend and/or terminate access to the Portal and/or 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 SiamoSoci does not prevent publication or delete a User's content does not mean that said content has been deemed acceptable by SiamoSoci.

In any case, SiamoSoci 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 him or her directly. SiamoSoci invites Users not to publish data and/or information referable to third parties of which prior consent has not been obtained.
2. Do not publish information content material of any kind (audio video graphic etc.) covered by copyright without prior permission 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, send or otherwise transmit or disseminate any material that contains viruses or other codes, 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.

SiamoSoci 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 offenses.

10. LIMITATIONS OF LIABILITY

SiamoSoci undertakes to employ the best technology of which it is aware and the best resources at its disposal to ensure the functionality of the Portal, also in accordance with the provisions of the Consob regulation adopted by Resolution No. 18592. The User, however, agrees and accepts that SiamoSoci shall in no event be held liable for delays or malfunctions in the performance of the Portal dependent on events beyond the reasonable control of SiamoSoci 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 terminals or other communication systems used by the Customer.

In case of interruption of the functionality of the Portal, SiamoSoci undertakes to restore it as soon as possible. The User, agrees and accepts that SiamoSoci shall not 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 shall not be held liable for malfunctions due to defects in the means indispensable for access, improper use of the same and/or the means of access to the Portal. Siamosoci shall in no case be held liable to the user or third parties for loss of profit, lost earnings, or any other form of lost profit or indirect and consequential damage related to the execution of these Terms of Service. Siamosoci is only responsible for the provision of the Crowdfunding Service and makes no guarantees regarding the management of the Alternative Regime by Directa SIM. Siamosoci 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 relating to the Alternative Regime and its management should be addressed exclusively to Directa SIM.

11. INTERRUPTION, DEACTIVATION AND TERMINATION

In the event that SiamoSoci should ascertain directly or as a result of a report by 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 the Bidders, SiamoSoci reserves the right to interrupt access to the Portal and/or deactivate the Crowdfunding Service. In this case, SiamoSoci will send the User, by Certified E-mail, a notice stating the termination of access to the Portal 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 carry out the regularization activities within the allotted time limit, SiamoSoci will proceed to terminate these T&Cs for the User's fact and fault. In more serious cases, SiamoSoci may, at its sole discretion, proceed immediately to terminate these T&Cs for the fact and fault of the User, without prior notice to regularize the situation. SiamoSoci 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. SiamoSoci guarantees its Users that it operates in compliance with the regulations on the processing of personal data, governed by the Privacy Code set forth in Legislative Decree No. 196/2003.

The privacy policy is to be considered an integral and substantial part of these General Conditions and is accessible in the Privacy section of the Portal.

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

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

13. COOKIE

The proper functioning of the Portal requires the use of cookies. 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 extended policy, where, in addition to a 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 SiamoSoci and the User regarding the validity, interpretation or performance of these T&Cs, or that are otherwise related thereto, SiamoSoci 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 not later than a period of 15 days, for this purpose proposing not less than three alternative dates on business days and times, to try to settle the arising dispute amicably between them, without the intervention of third parties. ("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");
2. In the event of failure to reach an Amicable Agreement during the Amicable Proceeding, the Party concerned may conduct a mediation proceeding pursuant to Legislative Decree No. 28 of 2010, as amended by Law No. 98 of August 9, 2013, converting with amendments Legislative Decree No. 69/2013 ("Mediation Proceeding"). The Mediation Proceeding is a condition of procedability of the judicial application and must be initiated at mediation bodies present in the place of the judge territorially competent for the eventual judicial dispute.
3. If the Mediation Proceeding 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 August 9, 2013, converting with amendments Legislative Decree No. 69/2013, 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 Portal can be defined as a consumer pursuant to Legislative Decree no. 206 of 2005, the Court of Milan will have exclusive jurisdiction.