TERMS OF SERVICE OF SCLAK

1. SCOPE

1.1 This agreement (the "Terms of Service") is made between Sclak S.r.l. (the "Company") and you (the " Licensee") upon acceptance of the Terms of Service by the Licensee. The Terms of Service govern the license of the application "Sclak" (the "App"). By registering on the App and using the services offered by the App, the Licensee represents to have read and understood the Terms of Service and agrees to be bound by them. The acceptance of the Terms of Service is required to use the App..

1.2 If the Licensee does not wish to accept the Terms of Service, it shall not click on the register button and it shall not access, visit, download or otherwise use the page, content or service offered by the App.

1.3 The Company reserves the right to apply other special terms of use for specific services. In such case, said services shall be governed by such special terms of service as well by the Terms of Service, to the extent compatible.

2. DEFINITIONS

2.1 "App" shall mean the application "Sclak" for the operation of an electric locking system (and a system of mobile payment) through mobile devices (such as smartphones), available on iTunes Store and Google Play platforms;

2.2 "Company" shall mean SCLAK S.r.l., with registered office at Galleria Pattari 2, 20121 Milan, Partita IVA n. 08587530968, stated capital EUR 50,000.00 fully paid up, registered with the Chamber of Commerce of Milan.

2.3 "Consumer" shall mean a natural person acting for purpose other than its trade, business craft and profession as as defined by article 3, paragraph 1, letter a) of the Italian Consumer Code (Legislative Decree of September 6, 2005 no. 206 as amended);

2.4 "Google Play" shall mean the platform for the distribution of applications and digital contents developed and managed by Google, Inc., under its own exclusive responsibility;

2.5 "iTunes Store" shall mean the platform for the distribution of applications and digital contents developed and managed by Apple, Inc., under its own exclusive responsibility;

2.6 "Licensee" shall mean the party (whether or not a natural person) who accepts these Terms of Services;

2.7 "Parties" shall mean the Company and the Licensee;

2.8 "Site" shall mean the website www.sclak.com, owned and managed by the Company;

2.9 "Terms of Service" shall mean these terms of service and any other document referred to herein;

2.10 "Updates" shall mean any update, new release, improvement of the App which may be provided by the Company.

3. FUNCTIONING OF THE APP

3.1 The App requires the following to function:

· download of the App from Apple Store o Google Play on the mobile device;

· a mobile device running on iOS o Android with Bluetooth 4.0;

· the purchase (through the Site, distributors, retailers or otherwise) of a hardware box inclusive of: one (1) "Sclak" hardware device, two (2) digital keys and installation, at the price indicated on the Site or applied by the sellers.

3.2 Further digital keys may be purchased, subject to price and other conditions applied by the Company.

3.3 The App is set to automatically download available Updates. The App may be set to make downloads of the Updates manually, upon request of the Licensee.

4. LICENCE

4.1 Granting of licence.

4.1.1 The Company hereby grants to the Licensee the non-exclusive and non-transferable right to use the App pursuant to the Terms of Service. The Licensee shall comply with any technical limitation of the App and shall not tamper with the App. The Licensee shall not (without limitation):

· make copies of the App in excess of those required for back up purposes.

4.1.2 The Company reserves all rights non expressly licensed under the Terms of Service.

4.2 Duration. The license of the App s granted for a period of 20 years starting from the activation of the App, that is from the first download of the App on the mobile device.

4.3 Territory. The license of the App hereby granted is worldwide.

4.4 Restrictions.

4.4.1 The Licensee may install and use the App on any compatible mobile device, without prejudice to any technical restrictions applied by iTunes Store or Google Play platforms. The Licensee may use the App simultaneously on up to three devices.

4.4.2 The components of the App are licensed as a single product. The Licensee shall not separate the components and install them on different devices.

4.4.3 Except as otherwise provided in the Terms of Services, the Licensee shall not: (i) lease, assign, sell, sublicense or otherwise distribute the App; (ii) use the App for any commercial use (i.e. any use other than personal and non-lucrative purpose); (iii) use the App to develop a products which competes with the App; (iv) allow the use of the App by third parties (except for third party use allowed under the Terms of Service); (v) distribute or make publicly available access keys of the App; o (vi) use unauthorized access keys.

5. ADDITIONAL OBLIGATIONS OF THE LICENSEE

5.1 In addition to the obligations undertaken under Article 4 above, the Licensee shall:

· use the App in accordance with applicable law;

· ensure that all information furnished are correct, up to date and non-confidential and do not breach intellectual property rights or other rights of third parties;

· diligently safeguard the password and the access key, of which the Licensee is exclusively responsible. In case of unauthorized access by a third party, the Licensee is required to contact the Company and to change the password immediately. The Company is not responsible in case of failure by the Licensee to safeguard the password and/or the access key diligently.

5.2 Duplication of the App. The Licensee has the right to duplicate the App only for back up purposes, without prejudice to technical restrictions apply by iTunes and Google Play platforms. Copyrights and any other intellectual property rights attached to the App shall be copied on all copies of the App and shall not be removed or tampered with.

5.3 Intellectual Property Rights of the App and Restrictions of Use. All intellectual property rights attached to the App shall remain the sole and exclusive property of the Company and/or its licensors and no such right is hereby assigned and transferred to the Licensee. The Licensee shall have no right to modify, alter or convert the App or make derivative works of the App, except for the configuration of the App (to the extent permitted by the App). Except as permitted by applicable law, reverse compiling, reverse engineering and any other form of extraction of source code are not allowed. If the Licensee intends to make reverse engineering of the App in order to achieve interoperability with other devices or systems in accordance with applicable law, it shall inform the Company thereof in writing. The Company shall be given the opportunity to make an offer for the supply of the information and assistance required to achieve interoperability for a price to be mutually agreed by the Parties.

6. WARRANTY

6.1 If the Licensee is a "consumer" pursuant to art. 129 of Legislative Decree No. 206 of 6 September 2005 ("Consumer Code"), in case of lack of conformity of the App with the Terms of Service, the Licensee will have the right to ask that the App be repaired or replaced at no cost, or alternatively that the purchase price be reduced or the contract be terminated, provided it shall notify the Company of any such lack of conformity within two months of its discovery.

6.2 If the Licensee is not a consumer, to the extent permitted by applicable law, no warranty is given on the quality or fitness of the App for a specific use (including warranty pursuant to art. 1512 of the Italian Civil Code) or on the compatibility of the App with other programs or systems used by the Licensee.

6.3 To the extent permitted by applicable law and without prejudice to the other warranties given under the Terms of Service, the Company does not give any warranty that the use of the App will be uninterrupted and error-free.

6.4 To the extent permitted by applicable law, the Company does not give any warranty other than those expressly given herein. This article shall survive the termination or expiration of the Terms of Service.

7. LimitaTION OF LIABILITY

7.1 The Company shall not be liable for actions, contents, information or data of third parties - including contents, information or data of Apple, Inc. and Google, Inc. The Licensee undertakes to waive any claim relating to contents, information or data of third parties that it may have against the Company, its past or future affiliates, its directors, employees or agents.

7.2 The Company shall not be liable for the consequences of the breach by the Licensee of the obligations of the Terms of Service, including breach of the law applicable to processing of personal data of third parties of which the Licensee may acquire possession using the App. The Licensee shall hold harmless and indemnified the Company for the consequences of any breach by the Licensee of the Terms of Service.

7.3 To the extent permitted by applicable law and except in case of gross negligence or willful misconduct, the Company and its licensors shall not be liable to the Licensee or any third party for indirect damages, including, without limitation, loss of profits, loss or inaccuracy of data and cost of replacement of goods.

7.4 Nothing in the Terms of Service shall be deemed to create an obligation on the Company to make a prior verification of the data that is stores and transmits or to actively seek evidence that could lead to believe that the use of the App by the Licensee may be in breach of law or contract.

8. TERMINATION

8.1 The Company may terminate the Terms of Services at any time with notice in writing in case of breach by the Licensee of any obligation under Article 2 above. Termination shall be without prejudice to any available remedy.

9. PERSONAL DATA

9.1 The Company shall process personal data in accordance with the Privacy Policy available at [NOTA PC: inserire link alla privacy policy]. The Licensee undertakes to read and agree to the Privacy Policy.

10. MISCELLANEA

10.1 Applicable Law and Court of Competent Jurisdiction. The Terms of Service are governed by Italian law, excluding the rules of conflict of laws. The Company and the Licensee hereby submit to the exclusive jurisdiction of the court of the place of residence or domicile of the Licensee, if the Licensee is a consumer, or of the court of Milan, if the Licensee is not a consumer.

10.2 Amendments. The Terms of Service constitute the entire agreement of the Parties as to the matters covered herein and supersede and replace any prior understanding, agreement or statement of intent among the Parties, whether written or oral, of any and every nature with respect thereto. The Terms of Service cannot be modified unless in writing, signed by each of the Parties.

10.3 Assignment. The Terms of Service and any of the rights and obligations arising therefrom cannot be assigned by the Licensee unless with the prior written consent of the Company.

10.4 Severability. In the event that any provision of the Terms of Service shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired.

10.5 Force Majeure. Neither of the Parties shall be deemed in breach of the Terms of Service in case of delay or failure to perform any of the obligations hereunder due to any event beyond its reasonable control ( "Force Majeure"), provided that immediate notice is given to the other Party and that such Party makes reasonable efforts to mitigate any such delay or the failure.

10.6 Notices. Any notice to the Company pursuant to the Terms of Service shall be made to the following email address: info@sclak.com.