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General Conditions

Conditions on the use of Zakeke

AGREEMENT FOR THE PROVISION OF CUSTOMIZATION SERVICE

GIVEN THAT

All this being said and considered, the following is agreed and stipulated between the Parties:

1. SUBJECT

UpCommerce S.p.a. is committed to provide the customer the use of Zakeke software, hereafter referred to as "Software", as analytically detailed in technical description attached to this contract, for remuneration of a given price within the framework of the provisions set out below.

2. CUSTOMER’S COOPERATION OBLIGATIONS

The Customer undertakes to provide the Company with each and most appropriate collaboration in terms of the adoption of technical measures and the steps required to activate the service, and to transmit each and most appropriate information and data necessary at the time of registration of its account, and more generally to the Company so that it can go ahead with the contract.

The Customer is responsible for the data and content loaded through access to Zakeke, the legality of them, for the compliance with the requirements and rights of third parties especially regarding the protection of industrial property, copyright, trademarks and distinctive signs of a Company, privacy of individuals and groups.

The Client is also liable for the accuracy and promptness of all data and content provided in the use of Zakeke, for their accuracy, completeness and truthfulness and therefore rl can not be held liable for content transmitted and / or published by the Customer, or for any error, omission, damage occurred as a result of the data entered by the Customer, obtained, transmitted or distributed through Zakeke or generated procedures for by its mean in any way.

The customer agrees to all legal purposes to take all possible measures to ensure that no crime is made by means of Zakeke and especially that no identity is falsified, no scam or computer damage is realized, no viruses, codes, files, or otherwise referred to as programs designed to interrupt, destroy or limit the functioning of software hardware or information transmission system belonging to third parties is made available or transmitted or distributed hardware in any way, that is interrupt, manipulate computer or electronic communications or completely or partly disclose the content, and in any event contravene directly or indirectly to the sector regulations.

3. Activation of the Service

In order to activate the service, and obtain access to benefits of Zakeke and the necessary integration with Magento, the hardware and software equipment is required, such as illustrated in the technical description attached to the offer.

The service is activated by the specified deadline indicated in the above technical description through the activation of an account and providing the customer with a password by means of which the Customer can access the contents of the software and receive benefits that cast it as described in this contract and technical attachment.

Subject to full compliance by the customer, of the cooperation obligations above mentioned, the password will be provided, and more generally, the service will be activated immediately after the completion of the registration procedure.

4. Integration with Magento Platform

Zakeke allows full integration with the Magento platform for the customization of the products sold by the Customer and placing it among the buyers.

Magento is a software owned by a third partner with respect to this contract, and for its use the holder company establishes, conditions and terms of use and terms that the customer knows and fully agrees to, for which the Company is not liable and to which is not subjected.

Magento responds in full, having ensured it to the holding Company, with safety standards as shared and processed by the best science and industry knowledge, ensuring high and acceptable protection parameters from intrusions and violations and contrast to illicit activities.

The Company does not have the power to formulate policies, orders and directives to the Magento’s holding Company, and the Customer acknowledges that, subject to the requirement of good faith, any acts or omissions in the management of Magento, its maintenance, its adaptation of the necessary safety and security standards, can not be ascribed to the Company, which shall not in any measure be held responsible, except for any right to the company or the person responsible.

The Company in turn guarantees that Zakeke is a software that complies with the highest standards of safety and protection, intrusion defence of the science industry, and as such, it is certified by an impartial third party. The Customer acknowledges, therefore, that the Company shall in no way be held responsible for any damages or injury arising from third party activities and that, in the light of the above standards, they could not be foreseen or prevented, without prejudice to any claim towards those responsible, and subject to the obligation of good faith.

5. Service level agreement

The standards of continuity in the service are determined by the SLA attachment provided at the conclusion of the contract, which the Customer has read and knows, and whose full compliance UpCommerce S.p.a. undertakes and binds to.

Subject to the above obligation and the standards conformity specified in the SLA, UpCommerce S.p.a. is not liable for any delay, malfunction, interruption, or loss of certain data due to force majeure or unforeseeable circumstances, interferences or interventions related to the Customer, unlawful acts by third parties, incorrect use of the software by the Customer or end user, malfunction of the terminals used by the Customer or end user, full or partial interruption of network access services not determined by the Company.

It is understood that the temporary restrictions to the usability of Zakeke resulting from maintenance, upgrade, any backup procedures that may be necessary for UpCommerce, or made on the Magento platform will not constitute service interruptions, except that they have a limited duration to what is strictly necessary, and will be communicated with appropriate notice to the Customer, with the exception of urgent and not deferrable programs for which UpCommerce S.p.a. will perform in any case the obligation to notify as soon as possible and in accordance with good faith.

6. Privacy and data protection

The Customer undertakes to acquire, process and manage users’ personal data pursuant to Legislative Decree no. 196/2003 in full compliance with its provisions and the rules established by the Supervisory Authority.

UpCommerce S.p.a. will have the right to process data acquired in this manner and transmitted through the customer, while respecting the principles set out by the Privacy Code, and therefore lawfully and fairly, for certain explicit and legitimate purposes, in accordance with the purposes and methods of treatment indicated in the statement.

UpCommerce S.p.a. can not be held liable in any way for any treatments and use of personal data held in violation of the standard rules and ascribable to the Customer, who declares and guarantees to all legal purposes that any data sent to UpCommerce S.p.a. was treated in full respect of the rules.

Both partners of this agreement undertake the observance of safety standards as described in Article 31 of Legislative Decree no. 196/2003. The personal data to be processed are therefore stored and controlled, even in relation to knowledge based on technical progress, on the nature of the data and the specific characteristics of the treatment, so as to minimize, by adopting suitable preventive measures, the risks of unauthorized access or not allowed treatment or not compliant with the purposes of collection, and developing the measures referred to in the technical specifications contained in Annex B) to the Privacy Code.

Any proceeds from the sale to third parties, by UpCommerce S.p.a. to any consideration, of data gathered and treated in accordance with the above provisions, will be equally divided between the partners referred to in this contract.

7. Fees

The use of Zakeke will allow the following options:

In view of the services provided by means of Zakeke, The parties agree the following fees.

Customizations made through Zakeke on Customer’s website will be free for the first 120 days. Every month the first 30 customizations are free of charge.

After the 120 days, the Supplier will withhold the following percentages for any customization performed:

with use of Zakeke logo, the Company will withhold a percentage of:

The maximum cost of customization will be € 15,00, while the minimum one is fixed to € 0,15. Additional fees accrued as a result of providing the service must be paid within fifteen days of the date of issue and transfer to the Customer of the accounting document showing the due amount.

Given the professional nature of the parties, the provisions of Legislative Decree no. 231/2002 regarding combating late payments in commercial transactions will apply to this collaboration.

8. Duration of collaboration

The parties agree that the collaboration will last three years, and it will be automatically renewed for the same term if neither party informs, at least three months in advance from the expiration date, by registered letter with acknowledgement of receipt or through PEC (certified email address), the intention not to renew the contract for a further contractual period.

The proposal to renew on terms different from those in place will be understood, for purposes of this paragraph, as decision not to automatically renew the collaboration.

With this agreement the parties do not intend to form a tendering collaboration. This rules out the application of the option of withdrawal under Article. 1671 cc in favour of the buyer.

Therefore, the application of the right of withdrawal, under the Article. 1671 c.c. in favour of the buyer is excluded. The contract may not be assigned to third parties without the consent of both parties, in accordance with the relevant regulations.

Both parties will have the unconditional right to terminate the collaboration, without any penalties, fees and charges, in case of bankruptcy, compulsory administrative liquidation, confiscation or seizure of the share capital of the company or of any of them.

9. Express termination clause

The adjustment of items in the give and take and the payment of fees, will take place on a monthly basis and on the basis of the balance shown by the information system set up by the parties.

The failure of payment or delay in payment of the fees agreed in this contract for the provision of the service will give UpCommerce S.p.a. the right, pursuant to and by effect of art. 1456 of the Italian Civil Code, to terminate the collaboration unless it obtains compensation of any arising prejudices.

The payment of the fees will be made routinely and unless otherwise agreed, by electronic methods of payment, such as debit cards or credit.

It is understood that the delay in payment resulting from the expiry of cards in the Customer's availability, or from obstacles in the use of them attributable to the Intermediary which the Customer uses, or from failures of the payment system, shall not constitute ground for termination, pursuant to the first clause, where the Customer arranges the restoration of availability and therefore allows the collection of the amount accrued within the term of fifteen days from the receipt of a specific request by the Company, without no interest or additional charges. It is understood that in the event that the payment of accrued income is not made in full by the indicated deadline, the Company may resort the remedy referred to in clause 1 of this paragraph, and that interest will be due, provided for in Articles. 2 and 5 of Legislative Decree no. 231/2002, from the day of expiry of the unfulfilled bond.

10. Clause referring to the principles of good faith and exclusive choice-of-court

The Parties undertake to give full and complete effect to this Agreement, and to cooperate sincerely and in good faith in its interpretation and execution, so that the underlying goals and interests may be realized.

Any registration fees shall be borne by those who intend to avail itself of the contract.

In case of disputes regarding the interpretation, implementation and execution of this Agreement, the parties agree to refer the mechanisms of alternative dispute resolution established the applicable legislation, before the activation of a possible lawsuit before the court, and without prejudice to proven precautionary needs.

The exclusive jurisdiction under Article. 28 of the Italian Code, for each legal dispute arising from the signing of this agreement, its interpretation, implementation and execution, is determined, in compliance with the consensus of the parties, in Foggia, where the Company has its registered office, excluding any other competing jurisdiction.