TERMS AND CONDITIONS

• Definitions

1.1 In the Contract, the terms indicated have the following meaning and the terms indicated in the singular may be declined in the plural and will have the same meaning: a) Contract: means the proposal and the related attachments that regulate the individual Services; b) Customer: means the company/firm that signs the Contract; c) Company: means Retail Digital LTD (Company No. 1515538) owner/authorized to sell the Services; d) Service: means the IT infrastructure, activities, functions, software applications, advertising campaigns and customizations detailed in the attached General Conditions of Sale; e) Activation Document: means the document communicating the activation of the Service; f) Hosting Services: means any hosting services for online services on the Internet (hosting); g) User: means the end customer of the Customer who signs the Contract.

• Object of the contract

1.2.1 The object of the Contract is represented by the consultancy and/or activation, publication and maintenance online and offline of the services as detailed in the individual services described below;

• Contract Duration and Withdrawal

1.3.1 The signing of these General Contract Conditions constitutes an irrevocable proposal addressed by the Customer to the Company. The Contract is automatically considered accepted; 3.2 The Contract, where there is acceptance, will have the duration as reported in the relative description of the purchased service and will start by express agreement between the parties from the date of signing of this contract. The start date of the service will be communicated to the Customer by the Company by email; 3.3 The Services expire as indicated in the activation document. If expressly specified, the service will automatically renew for an identical period of time, without the Customer having to take steps to renew and so, from time to time, for subsequent periods, without undergoing any increase in price (unless communication is given with at least 60 days’ notice). If by the renewal date the Customer or the Company do not communicate by email their refusal to use the automatic renewal method with the specification of the Service that they do not intend to renew under penalty of ineffectiveness. In this case, upon expiration of the renewed period, the service will cease to exist. 3.4 The Company has the right to withdraw, to be exercised by sending an email to the Customer. Failure to perform following the withdrawal by the Company will entail the right for the Customer to receive only a refund of any amount paid for the service not performed, the Company remaining relieved of any other liability towards the Customer.

• Customer Obligations

1.4.1. The Customer undertakes: (a) to familiarise itself with all the regulations relating to its product sector, including with reference to the regulation of advertising; (b) not to use the Service to transmit and/or disseminate illegal, pornographic, racist, privacy-invading and/or obscene, vulgar, defamatory material and messages that encourage third parties to engage in illicit and/or criminal conduct, which could potentially give rise to civil or criminal liability; (c) to observe and ensure that any persons using the Service observe all regulations, directives and procedures, where present and applicable; (d) not to transfer the Service, directly and/or indirectly, to third parties, either for a fee or free of charge; (e) to use only material that is its property or for which it has obtained authorisation. 4.2. In any case, the Customer hereby exonerates the Company from any liability that may be contested by third parties in relation to its content.

• Customer Collaboration

1.5.1. The Client, for the implementation of the Service, must carry out, if requested, activities and provide the necessary collaboration by sending the requested material within 10 days of signing the contract, making himself available for the interview for the collection of information necessary for the provision of the services themselves. 5.2. In the absence of collaboration by the Client or the material should prove unsuitable for the service, it may not be published and no breach or liability may be attributed to the Company. In the event of failed or delayed delivery of the material, the Company is in any case authorized from now to activate and perform the services without the need for approval by the Client and will be exempt from any liability deriving from incorrect or imperfect execution.

• Liability and Indemnity

1.6.1. The Customer assumes full responsibility for the use of the chosen Service and for the advertising that is distributed through it; 1.6.2. The Customer is exclusively responsible for the use, truthfulness, lawfulness, correctness and right to use of the material provided that will be used for the provision of the Service, and undertakes to periodically verify its contents. The Customer also assumes all responsibility for damages and/or claims of any kind that may be made to the Company by third parties; 1.6.3. The Customer assumes full and exclusive responsibility for the lawfulness and legitimacy of the sale, where applicable, of products or services, of their compliance with current legislation and of possession of any necessary authorisations, and is also solely responsible for any detrimental consequences connected and/or linked to the sale of the same; 1.6.4. The Customer assumes all and any responsibility relating to the use of the chosen Service, fully indemnifying the Company for any and all claims made by third parties; 1.6.5. The Customer assumes full responsibility for any violations of regulations or provisions regarding advertising relating to its product sector or for the absence of any authorisations required for advertising or for e-commerce activities; 1.6.6. The Customer declares that the Company will process the Users’ data for the performance of the requested Services and undertakes to appoint the Company as Data Processing Manager;

• Pricing

1.7.1. The fee for the purchase of each Service is the one reported in the proposal and/or on the online site and is to be considered unitary. In some cases and in any case specified, an initial setup and monthly fees may be foreseen in the form of advance fees concurrent with the provision of the service over time; 1.7.2. The services are all activated with automatic renewal mode. In the event of non-payment, the service will cease within 48 hours. In the event of reactivation, an amount of Euro 60.00 is foreseen for reactivation costs and related charges.

• Transfer and Termination of Client Business

1.8.1. The Customer hereby undertakes, in the event of transfer, for any reason, of his/her company or one or more branches thereof, to promptly notify the Company by email (clienti@yellowsuite.it) and to agree on the subrogation of the third party in this Contract, with the latter acquiring all rights and assuming all obligations, without prejudice to the fact that the Customer will in no case be released from the obligations incurred towards the Company, towards which he/she will remain jointly liable with the third party in question.

• Termination of Service Operations – Suspension of Service provided through third party systems

1.9.1. The Company cannot be held liable towards the Customer for the malfunction and/or interruption of the operation of the Service, even for short periods, due to technical problems with the server machines, software and/or transmission lines and network access or due to unforeseeable circumstances, force majeure or acts attributable to third parties; 1.9.2. Limited to the case provided for in the previous paragraph 1.9.1. where the Company’s responsibility for the suspension of the Service is ascertained, the Customer will have the right to request by email (web@retaildigital.eu) within 7 (seven) days of the restoration of the functionality of the Service, the extension of the duration of the Service for a number of days corresponding to those of suspension; 1.9.3. In all cases in which it is indicated that the Service is provided through third-party systems, no liability can be attributed to the Company in the event of termination/interruption and/or modification of the Service by the owner company that distributed/provided the Service.

• Others Conditions

1.10.1. Communications must be made by email to web@retaildigital.eu. Communications to the Customer will be considered valid if made to the addresses indicated on the cover page, as well as to the Customer’s certified email address. In the event of a change, the Customer will be obliged to communicate it; 1.10.2. The Customer acknowledges that the Company’s agents and/or representatives do not have any power of representation of the Company; 1.10.3. Any changes, additions or replacements relating to this Contract will be valid and effective only if agreed in writing with written acceptance by the Company;

• Transfer of the Company’s business

1.11.1. The Customer acknowledges and recognises that if the Company were to transfer its business or one or more branches thereof to third parties, for any reason, the successor will acquire all rights and obligations towards the Customer and third parties; 1.11.2. The transfer of the business or one or more branches thereof will not release the Customer from the obligations assumed towards the Company, unless otherwise agreed in writing.

• Intellectual Property Rights of the Services

1.12.1. The Customer acknowledges that the Company has full ownership of the Services and therefore undertakes to refrain from any action that may cause confusion or create direct or indirect damage or prejudice to the Company and/or third-party companies; 1.12.2. In the event of violation of the aforementioned rights, the Company reserves the right to take action to cease the conduct, resolve the matter and obtain compensation for any damage.

• Applicable law – Competent court

1.13.1 These Terms constitute the entire agreement between the parties regarding the use of the solutions proposed by Retail Digital. These Terms supersede all prior representations, understandings, agreements or communications, whether written or oral. Any controversy, claim or dispute arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitration, shall be resolved by arbitration in London, Great Britain. This section shall not prevent the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.