End User License Agreement for the Software Platform ‘My Good Client’
Version 1 of the September 29, 2014

The use of the software platform 'My Good Client', at the URL www.mygoodclient.com and also available as a Mobile Application platforms on the Apple App Store and Google URL https://itunes.apple.com/it Play all 'URL https://play.google.com, is governed by the terms and conditions contained therein. Pursuant to Civil Code dell'art.1341., Therefore, the user must access the service only after careful reading of these terms and conditions by committing to accept the terms set out in this document before you use the service, recognizing, as of now, that registration, access and use of the Service and / or any of its Funcionalities will be considered the equivalent of user acceptance of all the terms, conditions, and notices on this web site (the 'Agreement') without changes. If the user does not agree, you must discontinue use of the site and leave it immediately.

1 DEFINITIONS AND USE

Capitalized terms contained in these Terms and Conditions, shall have the meanings specified below:

'My Good Client': is the software platform (henceforth also 'MGC' or 'Platform') for all the devices, property of 142 S.r.l., accessible at URL www.mygoodclient.com and also available as 'Mobile Applications' on platforms Apple App Store URL https://itunes.apple.com/it/ and Google Play URL https://play.google.com/store?hl=it.

'142 S.r.l.' is a corporation duly organized and existing under Italian law with registered office in Giulianova (TE), in Via Aurelio Saffi 7, VAT n. 08616810969 which provides the platform MGC.

'Contract' is the agreement, between 142 S.r.l. and the User, governed by these Terms.

'User' is the user who, following the registration procedure on MGC and the consequent acceptance of these Terms and Conditions, is enabled to use the platform in accordance with the provisions of this Agreement.

My Good Client allows the USER to act as:

• 'Merchant': offers to Good Client a 'Goodie' to promote their products and/or services by their friends ('Friend of Good Client'), guaranteeing the latter special conditions of purchase ('Benefit');

• 'Good Client' (henceforth also 'GC') who agrees to promote the products and/or services offered by the Merchant by his/her friends ('Friend of Good Client') for a Goodie;

• 'Friend of Good Client' (henceforth also 'FGC') that receives from a Good Client the Benefit on the products and/or services of the Merchant.

'Goodie': is the benefit that the Merchant wishes to recognize the GC for specific marketing actions. It can be either of a monetary nature ('Goodie Pay' - eg .: '€ 5 for each FGC redeeming the Benefit') and non-monetary ('Free Goodie' - eg .: 'A free dinner for every 5 FGC redeeming the Benefit').

'Benefit': a non-monetary value that the Merchant is intended to ensure the FGC (eg .: '10% discount on 1-year subscription').

With a single registration, therefore, the User can configure itself to the platform either as Merchant or as GC or as FGC in relation to different Goodies and Benefits.

'PayPal' is the electronic management system of payments at www.paypal.com.

'Work Activity': means any not occasional service provided individually in favor of an employer or a client or user, including services provided under a contract of employment of any type (fixed term contract, part-time, intermittent, no fixed term contract, apprenticeship) of coordinated and continuous collaboration - even a project.

'Occasional Performance' means the provision of any self-employed services and provided and/or on a purely occasional and irregular basis, made without any relationship of subordination, stability and/or continuity, and fully technical and organizational independent, with the exclusion, in any case, of the ‘Work Activity’.

'Site': is the access point to the MGC platform.

The use of MGC is subject to the requirements and/or the fulfillment of other obligations, as indicated below.

Whenever the user browses our site, he/she agrees to adhere to the provisions of this Agreement as set out in the occurrence of access.

If you do not agree to the conditions specified below, the use of MGC is not permitted.

The use of the platform is only available to individuals who can sign binding contracts under the law.

With access to the MGC User declares to be an adult and be able to contract binding legal obligations for liability arising from the use.

In addition to the terms of this Agreement, you agree to the terms, conditions, and notices of the online privacy statement of 142 S.r.l. specified in this Agreement and that are available at the following address: www.mygoodclient.com in the 'privacy policy' link.

2 OBJECT

These Terms and Conditions govern the contractual relationship between 142 S.r.l. and the User (hereinafter jointly the 'Parties' and individually a 'Party') in relation to the use of the MGC platform and its Funcionalities, as defined below, and with the following specifications:

(A) uninterrupted supply, periodic or continuing, of information and/or comprehensive, complete, accurate, current, free from defects, defects or errors services, is not the object of this Agreement;

(B) the achievement of specific outcomes pursued by the User is not the object of this Agreement;

(C) the control of third-party websites that can be accessed via the hyperlinks contained on this Site, nor control the accuracy and / or update of these links is not the object of this Agreement.

3 MGC FUNCIONALITIES

3.1. Description of Funcionalities

MGC allows to promote a business by leveraging on its more satisfied customers ('Good Client'). In particular, on web or mobile, the Merchant access to a customer development plan tool with the following mechanism:

• The Merchant creates a Goodie for the GC and a Benefit for prospective new customers (FGC). Then propagates the message to its GC providing their email addresses and/or publishing of Goodie on social sharing platform (such as, for example but not limited to, Facebook and Google+) and/or forwarding the Goodie through one-to-one communication tools (such as, for example but not limited to, Whatsapp).

• The GC to whom the initiative is proposed may decide to accept the initiative confirming the interest by using specific features available on all channels of access to MGC (web, mobile, app, ...). Subsequent to the acceptance, the GC receives the Benefit to be distributed to FGC, which can be propagated in a manner consistent with those previously described: providing email addresses of FGC and/or publishing the Benefit on social sharing platform (such as, but not limited to non- exhaustive, Facebook and Google+) and/or forwarding the Benefit through one-to-one communication tools (such as, for example but not limited to, Whatsapp).

• The FGC receiving Benefit may express interest in joining the initiative commercial using specific features available on MGC. Once confirmed the interest, the FGC receive from MGC a unique code to use by the Merchant to obtain the Benefit.

• After using the Benefit, the platform tracks the actual use of it by the special features available on MGC ('FGC Purchase').

The Goodie and the Benefit will have a fixed term, from time to time defined by the User on the platform.

Further information and functionalities about Goodie and Benefit may be made available on MGC at the discretion of 142 S.r.l..

By creating a Goodie and a Benefit, the Merchant undertakes to comply with what is indicated in each of them as its contents are the subject of the obligation assumed towards its customers.

The GC and the FGC agree not to modify in any way the content of Goodie and Benefit.

3.2 Specific obligations for email lists

3.2.1 User Commitments and Obligations

In My Good Client Goodies and Benefits are shared with friends and well-known people. Merchants create Goodies and Benefits, and share Goodies with Good Clients. Goodies and Benefits cannot be modified by Good Clients, who share Benefits with friends via My Good Client. For email lists special rules apply according to applicable law, and therefor User affirm to comply with article 3.2.1 and specifically:

a) User declares to be the owner of the email lists and to have collected approval of receivers according the procedures set by applicable law. Moreover User acknowledges that is strictly forbidden lists collected in manners which are not compliant with applicable law, as (non-exhaustive examples): co-registration, lists collected over internet, rental and/or purchase of third parties lists and all other cases where consent has not been collected directly by the User.

b) 142 S.r.l. holds the right to request to the User the documentation proving that consents have been collected according to applicable law. In case of missing or partial documentation delivery, or the documentation being not correct, 142 S.r.l. holds the rights to suspend and/or block User account and to request compensation for any further damage.

c) In case User is intermediary between My Good Client and the end-customer, as for communication agencies which manage several customers, it is understood that all the commitments and obligations under this article are retained by the User, and 142 S.r.l. holds the right to conduct specific investigations in cases in which it has reason to believe there are ongoing irregularities.

d) User declares to adhere to the regulations in force, and in particular the measure relating to the “Guidelines relating to promotional activity and contrast to spam” of the July 4, 2013 and the “Disposition relative to consent to the processing of personal data for purposes of "direct marketing" through traditional instruments and automated contact” of May 15, 2013, both issued by the Italian Authority for the protection of personal data.

3.2.2 142 S.r.l. Commitments and Obligations

The 142 S.r.l. undertakes to use the lists of email addresses provided by the User to comply with this Contract. In particular, it undertakes not to transfer to any title lists to third parties. Using and maintaining a copy of the lists, according to applicable law, by 142 S.r.l. will be aimed at statistical analysis, obtaining valuable information to improve the use of My Good Client and maintaining the operation of My Good Client.

My Good Client sends email platform using the services specifically provided by established global players and specialized email marketing players (i.e. currently in use: MailChimp).

When receiving lists, the 142 S.r.l. is appointed by the User, and simultaneously agrees, Responsible for the processing of data. The 142 S.r.l. therefore assumes, in particular, no liability for the content and the use of lists by the User.

4 CLOSING AND EXECUTION OF THE CONTRACT

After logging in as described in the introduction of the this Agreement, the User may use the MGC platform upon registration.

Registration on the portal implies the full acceptance of these Terms and Conditions and it represents completion and execution of the Agreement.

4.1. Registration

The User wishes to use the MGC must, therefore, provide a "Name", a "password" and a valid email address. The User will also keep the information about your email address updated, otherwise this Agreement will be terminated pursuant to paragraph 15.2. The User is responsible for the accuracy and truth of the information and data provided at registration and must immediately inform the MGC of any changes with regard to information and personal data provided at the time of registration, or directly provide, if possible, to update them, to ensure that these information and personal information are always updated, detailed, complete and truthful. In the case in which they are provided, or the 142 S.r.l. has reason to suspect that they have been provided, false information or false personal data, inaccurate or incomplete, the same shall be entitled to suspend or terminate the use of MGC Funcionalities to the User.

All registered User may qualify as Merchant, GC and FGC. User can register either as individuals who do not hold VAT registration, or persons registered for VAT, or company based on the Italian territory, in countries belonging to the EU or non-EU countries.

After completing the registration process, the User will have full access to all Funcionalities MGC.

5. ACCEPTANCE, DURATION AND AMENDMENT

5.1. The User is obligated to read these Terms and Conditions, any special additional terms and conditions, Economic Conditions, the Privacy Statement and any other terms and conditions of this Agreement from time to time published on the Site, including those shown in the process of registration, on their smartphone device to a specific screen of the Application.

5.2. This Agreement is concluded on the date on which the user completes the registration process and will remain effective indefinitely until terminated by 142 S.r.l. or by the User or if the parties have not exercised their right of withdrawal in accordance with the terms of this Agreement.

5.3. The User expressly authorizes 142 S.r.l. the transmission of this Agreement to the email address provided during registration, or by indicating specific links to the relevant pages of the Site, including relevant terms and conditions, any special conditions and any amendments to applied from time to time, and all communications relating to the execution of this Agreement.

5.4. The 142 S.r.l. has the right to make, at its sole discretion and at any time, changes to this Agreement (the "Modifications"), with a notice period of fifteen days or with as much notice as stipulated in the provisions of law applicable at the time by communication on the Site and/or through e-mail communication, if the changes are necessary to bring this Agreement to any mandatory provisions of law, technical or organizational needs of the Company that have arisen or to implement protective measures aimed at its greatest protection or more security Funcionalities with respect to abuse of the User, Customer or any third party.

5.5. The changes come into effect and are effective to the User as of their publication on the Site, upon notification to the user through a specific communication sent to the email address provided during registration or other recording technique from time to time available.

5.6. The continued use of MGC and its Funcionalities at any time after the contribution of the changes from the 142 S.r.l. pursuant to paragraph 5.5 shall constitute acceptance of the same by the User.

5.7. The User has the right to terminate this Agreement by giving notice to the 142 S.r.l. within fifteen days from the time in which it is aware of the Modifications. In the case where the 142 S.r.l. requires that any Modification is accepted by the User in writing or equivalent, as required by law, or in any other form within a specified period, this Agreement shall be deemed terminated automatically if the User does not agree to such changes in the required form before the end the term.

6. SPECIFIC RULES RELATING TO THE RELATIONSHIP BETWEEN 142 S.R.L. AND THE USER

6.1. The User acknowledges that the Goodie takes the form of Occasional Performance performed personally by the User. In no case performing the tasks arising from the MGC Funcionalities will give rise to an employment relationship, agency, corporation, association, joint venture or similar between the User and 142 S.r.l. In addition to all the foregoing, it is expressly understood that the 142 S.r.l. does not carry out any administration, brokerage, research and selection of staff or support outplacement services, referred to in Legislative Decree no. 276/2003 and, therefore, it is expressly forbidden for Users to offer and/or to require performance of work by the site, so as to contact other users for this purpose. The Site is not an instrument of placement and/or interconnection of supply and demand for labor and/or recruitment and selection of staff. The User expressly recognizes and acknowledges that in the event of breach of this prohibition, the 142 S.r.l. cannot be held liable in any way and, therefore, the 142 S.r.l. will be held harmless from any damaging consequences that may ensue.

6.2. Specifications and exceptions:

6.2.1. The GC who has accepted a Goodie acknowledges and agrees that:

(i) the Merchant may, at its sole discretion, by MGC, stop Goodie and/or Benefit;

(ii) nothingwill be due to the User in case the same has been made in violation of the provisions of this Agreement and the essential specifics of the Goodie commissioned;

(iii) the Merchant may contest the FGC Purchase no later than 7 days from the date of their reporting on specific communication sent by the MGC platform to MGC (or different time from time to time established by the MGC or otherwise on the Website);

(iv) in the case where the 142 S.r.l. and/or the Merchant should challenge the improper management of Goodie and/or Benefit (for example, in the event that the User as GC does not respect or alter the terms and deadlines set by the Merchant, or if the activity of the GC appears without or lacking the quality required), no form of consideration or compensation will be due to the GC for the Goodie contested.

6.2.2. If no objection within the period referred to in point (iii) of paragraph 6.2.1, the FGC purchase shall be automatically and irrevocably accepted.

6.2.3. 142 S.r.l. does not offer any guarantee to Merchant as to the actual availability of GCs on the platform. 142 S.r.l. does not offer any guarantee to GC as to the actual availability of Merchants on the platform.

7. FEES, CREDITS AND RULES OF PAYMENT

142 S.r.l. may select and make available one or more ways to market the platform My Good Client, as governed below and accessible according to the conditions prevailing on the platform at the time of signing the selected purchase plan (the '' Order ').

7.1 RECURRING FEE

The User who intends to be configured on the platform as Merchant, and consequently be able to create and distribute Goodie and Benefits, pays an amount ("Fee") for a monthly, multi-monthly, annual or multi-year subscription, to be paid for each Merchant the User wants to enable to the use of My Good Client. It may or may not be provided a free trial period (so-called "free trial") within 142 S.r.l. discretion.

At the time of subscription of the offer the User shall pay the amount specified in the Order, using one of the payments method provided by My Good Client (ex .: Paypal, credit card, ...).

At the expiry of the subscription, the purchase is automatically renewed for a period corresponding to the one of the last previous subscription (e.g.: 1 month, 3 months, 6 months, 1 year, 3 years, ...), unless Order cancellation is requested.

At the time of purchase by credit card or PayPal recurring payment option will be activated, which provides, on the date of renewal, unless canceled by the User, the pre-authorized debit of the amount corresponding to the period renewed.

The cancellation may be exercised by the User in the ways and using the features available on the platform or by communication through registered mail, within 15 days before the end of validity of the last order made.

It is understood that, in case of cancellation request before the expiry of the period already purchased and for which payment has already been made, 142 S.r.l. will be free to keep active access to functionality for creating and distributing Goodie Benefit for the specific Merchant, retaining the corresponding amount.

In case of cancellation or no successful payment of the fee, the 142 S.r.l. will inhibit the functionalities related to creating and distributing Goodie and Benefit and, at its discretion, any other functionality, present or future, is or will be subject to payment of fee in order to be used.

The User will also maintain full access to the platform for free use as a Good Client and Friend of Good Client.

7.2 PERFORMANCE MODEL

7.2.1. As indicated in art. 1 of this Agreement, the Goodie may contain a monetary value (Goodie Pay) or consist of a particular non-monetary benefit (Goodie Free). If Goodie is Pay, 142 S.r.l. will take from the Merchant and pay to the Good Client the appropriate sums, to be calculated as specified in paragraphs 7.2 and 7.3.

The 142 S.r.l. does not guarantee that the creation of a Goodie and a Benefit on MGC achieves the actual interest of one or more GC and a remuneration for the GC.

Fees to be paid to the User by 142 S.r.l. will be calculated in accordance with the instructions contained in the "Economic Conditions" set out in Appendix A to this Agreement, subject to the availability of the information under Appendix B of this Agreement posted on the Site and in force at the time of upload to the website of the realtive Goodie and Benefits.

7.2.2 Fees payable to the Merchant

7.2.2.1. For Goodie Pay, the User set as a Merchant will display on a specific MGC section the list of the fees to be paid to GC as a result of the promotion of the Merchant by the FGC. Will be listed in the particular: details of the fees approved and those which may be rejected due to a dispute over a Goodie or Benefit or due to a violation of the provisions of this Agreement.

7.2.2.2. The total fees approved will be automatically calculated in accordance with Appendix A – Commercial Appendix and will show the compensations payable by the User.

Upon registration, the User who wishes to use the MGC as Merchant, will be required to provide, in addition to the administrative information required by Appendix B - "Administrative Information", also the payment system he/she wishes to use (eg .: Paypal, and others that MGC decides to make available).

7.2.3. Amounts receivable by Good Clients

7.2.3.1. For Goodie Pay, MGC will show the User set as a Good Client a specific section which contains a list of the payments receivable, accrued as a result of the promotion of the Merchant by the FGC. Will be listed in the particular: details of the fees approved and those which may be rejected due to a dispute over a Goodie or Benefit, or due to a violation of the provisions of this Agreement.

7.2.3.2. The total fees approved will be automatically calculated in accordance with Appendix A – Commercial Appendix and, deducted the applicable taxes, will show the "Net Compensation" cashable by the User.

7.2.3.3. The User of Italian nationality can cash in the Net Compensation accrued outside of the Italian territory only if the following conditions are met:

a) the User has filled in a specific section of the Application entitled "Payment Details" in which, in particular, will have to enter the data specified in Appendix B of this Agreement and the PayPal connection (and/or other payment systems that MGC decides to make available);

b) individuals without a VAT number, declare that the total compensation received by occasional working performance in the calendar year does not exceed the maximum limit of € 5,000.00 as of art. 67, paragraph 1 of DPR 917/1986;

c) Net Compensation is equal to or greater than the minimum established in the Economic Conditions (e.g. Euro 50,00).

7.2.3.4. The User who is not of Italian nationality will collect the Net Compensation accrued outside the Italian territory only if the following conditions are met:

a) the User has filled in a specific section of the Application entitled "Payment Details" in which, in particular, will have to enter the data specified in Appendix B of this Agreement and the PayPal connection (and/or other payment systems that MGC decides to make available);

b) the User claims to not avail itself of any provision, even if more favorable, provided for in the treaties against double taxation concluded between User’s Country of residence and Italy. The company 142 S.r.l. applies all the taxes provided by art. 23, paragraph 2 of Presidential Decree 917/86 and Art. 25, paragraph 4, of Presidential Decree 600/73). the user lifts the company 142 LTD from any claim can claim from their application.

c) Net Compensation is equal to or greater than the minimum established in the Economic Conditions (e.g. € 50,00).

7.2.3.5. The User agrees that if and as long as the conditions set out in paragraphs 7.3.3 and 7.3.4 do not apply, the Net Compensation will not become due and can not, therefore, be cashed-in; In addition, 12 months after the last operation performed on the MGC that has generated a total remuneration below the minimum set forth in Exhibit A (e.g. Euro 50,00), the right to receive the above Net Compensation earned is considered dismissed and, therefore, extinct, with the consequence that the 142 S.r.l. will cancel and reset the credit of the User on MGC, upon notice sent to the email address provided during registration or the one indicated as a result of changes submitted by the User.

7.2.3.6. If the conditions set out in paragraphs 7.3.3 and 7.3.4 will occur (and except as provided in paragraph 6.2.1 above), the Net Compensation will become payable and may then be collected by a User; consequently, MGC will allow the user to ask 142 S.r.l. Net Compensation to be seny to PayPal account (or other payment systems that MGC decides to make available) indicated in the Payment Details.

7.2.3.7. The 142 S.r.l., once received the payment instruction, will send the funds to PayPal account within the first ten days of the month following the request. After making the payment, the User will receive a confirmation to the email address provided at registration or that indicated as a result of changes submitted by the User. The User delegates to 142 S.r.l. the task of writing on his/her behalf the document required for the compensation (hereinafter, "Notula") or the preparation of the pro-forma invoice to be approved (hereinafter the "Invoice"). This Notula or Invoice, which will report the details of the activities performed by the User, will be sent to the same e-mail together with the confirmation of payment.

7.2.3.8. The 142 S.r.l. will send to the user, for each year through e-mail, certification of the compensation provided for by art. 4, paragraph 6-bis of Presidential Decree n. 322/1998. The User accepts this method of delivery exempting the company from any error can occur for loss or non-use of the e-mail address from submitted by the the User him/her-self.

7.2.3.9 Payments Management: it should be noted that the 142 S.r.l. does not issue electronic money and does not provide payment services in accordance with the rules in force, relying for this purpose the services provided by operators authorized under these rules (for example but not limited to: PayPal).

7.2.3.10. Any right or possibility to compensate, as a whole or in part, the amounts of the fees payable to the User is expressly excluded. It is also forbidden to the User to transfer the credit to a third party in whole or in part, by factoring, forfeiting, transfer or otherwise bank discount.

7.2.3.11. The User acknowledges and agrees that the costs relating to the commission of transfer of funds required by PayPal (or other payment systems that MGC decides to make available) will be at his/her charge; only in cases expressly provided, the 142 S.r.l. may, at its discretion, decide to take charge of the eligible costs.

8. DISTRIBUTION OF FUNCTIONALITIES

8.1. The 142 S.r.l. provides the Functionalities of the MGC platform according to the terms set by this Agreement.

8.2. The 142 S.r.l. may, without assumption of any liability for any reason versus the User or any third party:

a) change the characteristics of the specific Functionalities and/or the Application, after notice to the User;

b) suspend one or more Funcionalities for technical reasons such as repairs, maintenance, improvements, or for emergency reasons;

c) give the User of the guidelines that will be required to follow in case those guidelines are deemed necessary for reasons of integrity, security or quality of any Functionality provided by the MGC to the User or any third party.

8.3. In case of use of MGC through Mobile Applications, the User must be equipped with a device capable of using the smartphone application, with the latest version of the operating system, given the provisions set at paragraph 12.3 of this Agreement. The smartphone must be connected and used in accordance with the instructions and safety procedures specific to that device. The User is aware that the use of some of the Funcionalities of the Application leads to connect to mobile broadband and, therefore, if the User wishes to use in mobility, costs set by the network operator will apply.

8.4. The User is responsible for its own acts or omissions and is responsible for its failure to comply with any of the terms and conditions of this Agreement, including the instructions given by the MGC in accordance with article 9).

8.5. The 142 S.r.l. holds the right to make changes periodically to MGC Functionalities at its own consideration. During the phase of updating of MGC, 142 S.r.l. does not guarantee that one or more elements of the Functionalities are available and accessible. Unless otherwise indicated, the introduction of any changes to the Functionalities and the offering of new services will be governed by this Agreement and by its Modifications.

8.6. The User acknowledges that the MGC Functionalities are provided in the state in which they are, with all possible errors, faults, defects or inaccuracies, and without warranty of any kind by the 142 S.r.l. and, therefore, in no event shall the same be held responsible for damage caused by reliance of the User and/or third parties on the completeness, accuracy, usability, commercial or professional use, free of errors , defects of the content and/or the services provided. The 142 S.r.l. strives to minimize disruption caused by technical problems, however, it should be noted that some data or information on the Site is included or organized in a format that may not be error-free. It is not, therefore, covered by the Agreement the provision of a service that will not be interrupted or is not otherwise affected by such problems.

8.7. The 142 S.r.l. does not guarantee, in any case, the use free from disturbance and non-infringement of third party rights regarding the content and/or services on the Site. The information and activities on the Site will not in any way constitute or be unlawful.

8.8. The 142 reserves the right to suspend, modify, disconnect or terminate, at its sole discretion, the Functionalities, as a whole or in part, with five days' notice or as much notice as established by law from time to time applicable, by notice on the Site, subject to the right of withdrawal by the User provisions of art. 16 of this Agreement. The User agrees that the 142 S.r.l. can not under any circumstances be held liable to the User or any third party for any modification, suspension, disconnection or termination of Functionalities under the provisions of this section.

9. SECURITY

9.1. The User is responsible for the security and proper use of user name and password used to access the Functionalities on MGC (including the change of user name and password) and must take all necessary measures to ensure that they are properly used and that username and password are kept confidential and not disclosed to unauthorized persons.

9.2. The User is responsible for all activity that is carried out by means of his/her account and personally responsible for the damages caused by the improper use of information from access by third parties, exempting from now the 142 Srl from any responsibility.

9.3. The User must immediately notify the 142 S.r.l. if there is reason to believe that their user name and/or password is, or is likely to have been, known to third parties, or if it is likely to be used in an unauthorized manner.

9.4. If the User forgets or loses the user name or password, should contact the 142 S.r.l. and carry out necessary security checks by means of the specific features provided by the platform.

9.5. 142 S.r.l. has the right to suspend user name and password for access to Functionalities, if it considers that there is or it is likely to be an unauthorized use of the same and/or in the event of breach by the User of the provisions contained in this Agreement.

10. USE OF THE FUNCTIONALITIES AND APPLICATIONS

10.1. Functionalities and Mobile Applications are provided exclusively for the personal use of the User. The User may not resell or try to resell the use of the Functionalities or content of MGC to any third parties.

10.2. The User shall not exploit or use the Application or any content arising from it in such a way as to cause damage or harm to the interests, including economic ones, and the reputation of the 142 Srl, other Users or other third parties.

10.3. 142 S.r.l. does not guarantee that the Application or the Functionalities of the MGC meet requirements, quality or results expected from the User, or that Application and Functionalities are continuous, cost competitive or error-free.

10.4. 142 S.r.l. assumes no responsibility for personal data, information, Goodies, Benefits and any other content posted, distributed, uploaded or downloaded by the User using the Application. The User is solely and exclusively responsible for any content uploaded by him, downloaded, posted, sent or otherwise distributed through MGC and other means.

10.5. The User acknowledges and agrees that all content whether publicly posted or privately transmitted through the Functionalities are the sole and exclusive responsibility of the person from which such content originated. The User agrees, therefore, to evaluate and bear all risks associated with the use of such content.

10.6. The User agrees that 142 S.r.l. store the contents included in the platform allowing also the same company to disclose them to third parties in order to comply with legal requirements or comply with orders from public authorities, including the judicial authorities or to respond to claims that such contents violate rights of others or to protect the rights of the Company or any other User in accordance with law and in accordance with this Agreement.

10.7. Other user may provide links to other websites or resources on the web. The User acknowledges and agrees that the 142 S.r.l. cannot in any way be liable directly or indirectly for the content of such sites or resources, and, therefore, for any damage suffered by the User in relation to them.

10.8. The User agrees and undertakes to comply with all regulations, policies and procedures of the network connected to the Service, as well as regulations, policies and procedures relating to the Internet. The User is also obliged not to disclose any material that encourages criminal activity or which may give rise to civil liability or otherwise violate any law or applicable local, state, national or international. The User also undertakes not to interfere with the use and enjoyment by another User of the Service or with the exercise by other User of the Functionalities of the platform.

In detail, MGC and its Functionalities should not be used by a user: to send, receive, transfer, upload, download, post on the Site, use or reuse any content that is offensive, abusive, indecent, obscene, harassing, defamatory, or constituting a threat or an invasion of privacy, copyright or other rights of third parties, or is contrary to mandatory law, public order, morality;

to publish or provide material not suitable for minors, except the contents of public interest within the limits prescribed by law from time to time applicable;

to upload, post or distribute information or other content without having the right to post or distribute such content in accordance with law or pursuant to a contract (for example, confidential information by law or by agreement of the parties or images of people have denied the necessary consents and/or releases);

to carry out activities, if and to the extent that such activities are prohibited by the rules as applicable from time to time in force in the respective States;

to cause annoyance, inconvenience, harass or victimize other User;

to develop or create web pages that contain links to sites that promote or provide content or services that are illegal, contrary to mandatory law, public order or morality;

to post, publish, upload, download, or otherwise disseminate or exchange, intentionally or negligently, any material that contains software viruses or any other computer code, files or programs that destroy, interrupt or limit the Functionalities of the Website or Mobile Applications or of any other access channel to MGC;

to exercise practice of spamming, phishing, and similar activities;

to misrepresent identity or at least making it appear to others that do not conform to the true facts, such as introducing a third party as a representative of MGC or otherwise lie about their relationship with third parties;

to manipulate identifiers, industrial property rights or other means, in order to disguise the origin of any content or Goodie Benefit;

to collect or store or otherwise process personal data to third parties in violation of the law;

to be acting in violation of the practice of any network or with the standards of the Internet, including Netiquette rules adopted by the registration authority national or international;

to engage in reverse engineering, including the decompilation, decryption and any other activity or attempt to modify or otherwise work on the graphics, the internal logic structure, operation (to be included algorithms and codes sources) of the Site or Mobile Applications, as well as any other software or items provided by MGC;

to try to obtain unauthorized access to the Site or networks associated with the Website, or obtain services or information not intentionally made available by MGC on or through the Site;

to access, acquire, copy or monitor any portion of the Site or Application by techniques such as deep-linking and data-scraping, except as permitted in advance and set by the MGC and the understanding that these activities must be conducted in accordance with this Agreement and by "spider" or other devices, programs, methods or algorithms automatic or manual processes similar or equivalent;

to provide and/or require labor, employment or any other Work Activity.

10.9. It should also be noted that 142 S.r.l. does not control or oversight activities for the Goodies or the Benefits as well as any control or oversight of content published on the Site, in any way, by a third party. Notwithstanding the foregoing, 142 S.r.l. reserve the right to remove from the Site, without any prior notice, any Goodie or Benefit of which he is aware, as well as any other content published in any way, that constitutes or may constitute a breach of this Agreement, of mandatory provisions of law or the rights third parties or in cases where 142 S.r.l. believes, in good faith, that such information or content is the violation of this Agreement or the law, or the refusal or removal of such information or content is, however, necessary to:

(i) conform to the edicts of the law or orders of public authorities in accordance with the law;

(ii) prevent or terminate any violation of this Agreement or by law or to enforce its rights under this Agreement or to protect itself from third parties who claim violations of their rights;

(iii) protect its own rights or the rights of third parties.

By virtue of the foregoing, 142 S.r.l. will not be held in any way responsible if the content is illegal or in any way violate the mandatory provisions of the law or the rights of others.

10.10. 142 S.r.l. will also have the right to put its own trademark, trade name, logo, or other distinguishing ideogram relating MGC and the right to place advertising banners, hyperlinks or other forms of advertising at its sole discretion within each web page within the Site or the content resulting from the use of MGC.

Upon loading of the MGC or the subsequent distribution of any content, the User accepts from now and claims to have acted and have benefited from such content in full compliance with the provisions of Article 10 of this Agreement.

11. INTELLECTUAL PROPERTY RIGHTS

11.1. My Good Client is a trademark owned exclusively by 142 S.r.l. The rights of intellectual and industrial property (including the economic rights and know-how) relating to the Functionalities and to the Site and Mobile Applications are and remain the property of 142 S.r.l. or other licensees of MGC.

11.2. The following are owned by the 142 S.r.l.: Technology Platform, Operational Platform, the Site, the Software, the site's information architecture, databases, codes, methods, algorithms, instructions representing improvements of a technical nature, creative or organizational updates, releases, and any and all application to the Technology Platform, result or found, to be used or developed by 142 Srl – or by a third party appointed by the Company – for the coordination and interaction of the Platform or for the creation, activation, on-line management of the Site and/or Content and pieces of information published and any database. In particular, to 142 S.r.l. is recognized the full ownership of the software, know-how, programs (applications and operating), code, its adaptations, modifications and customizations of the information, instructions and documents, in whatever form expressed, installed or to be installed, including those relating to and/or developed in connection with the Site, platforms, databases, content, layout of the Website, the online management of them and the information and data generally gathered in execution of this Agreement.

11.3. The use of the MGC platform is granted to the User in free license, precarious and revocable at any time, non-exclusive, personal, non-transferable license, to use the Platform and its Functionalities.

11.4. It is strictly and expressly forbidden for the User to copy, modify or create derivative works from or based on the content of the Platform and its Functionalities.

12. LIMITATION OF LIABILITY

12.1. 142 S.r.l. is not liable to the User neither for contractual liability nor tort (even as a result of little negligence); in any case shall not be liable for lost profits, direct or indirect loss of profits or business or for any consequential loss or damage, including any destruction of data. Exception in cases of liability of 142 S.r.l. for willful misconduct or gross negligence to the extent that such liability may not be excluded under applicable law.

The User acknowledges and agrees that the 142 S.r.l. is not obligated to publish the contents resulting from the features of the platform and that 142 S.r.l. assumes no liability for any reason regarding:

a) the information and content that the User can access by using the Website, Mobile Applications or any of the Functionalities;

b) accuracy, completeness or fitness for any particular purpose of any Content;

c) the use to which each User makes of the platform that does not conform to the Terms of Use of this Agreement.

12.2. 142 S.r.l. is not liable to the User neither for contractual liability nor tort (including negligence but excluding cases of intent or gross negligence) or for any other situation for the acts or omissions of other providers of telecommunications or Internet services or for faults or deficiencies attributable to their systems (e.g. loss of connection while using one of the Functionalities of MGC).

12.3. 142 S.r.l. is not liable to the User for any loss or damage the User may suffer directly or indirectly as a result of:

a) any modification to the Site or Mobile Applications, or more generally to the platform for technical, commercial or organizational reasons, or for any interruption (temporarily or permanently) of the availability of the Application or of the Site;

b) the deletion, corruption or failure to store, of any data or information maintained or transmitted by the user through the use of the Platform;

c) Failure to provide true and correct information and personal data by the User during the registration process, including information relevant for tax purposes;

d) failure to fulfill the obligations imposed on the User under Article 11 of this Agreement;

e) an update of the operating system of User’s smartphone or computer for which the 142 S.r.l. has not yet updated the application to make it compatible with the new operating system.

12.4. The platform may also contain images and links to Web sites operated by third parties ("Linked Sites"). It should be noted that the Linked Sites are not under the control of 142 S.r.l. and it is not responsible for their content, with reference, by way of example, at the link contained in a Linked Site, or any changes or updates to a Linked Site. 142 S.r.l. is not responsible neither for the transmission of information via the Web nor via any other form of transmission from any Linked Site nor the inappropriate functioning of the Linked Sites. In any case, the inclusion of links to other sites on the platform does not imply endorsement by the 142 S.r.l. of these sites, nor any association with their operators. Any relation with third parties on the Site or participation in promotions, and all other conditions, warranties or representations associated with such dealings or promotions, are solely among the Users and between them and the Linked Sites; 142 Srl, therefore is from now kept harmless from any and all liability relating to them, such any relationships, dealings or promotions.

If the User is dissatisfied with one or more Functionalities of the Platform and has already accepted the Conditions of this Agreement will have the sole and exclusive remedy to terminate the Agreement.

13. FORCE MAJEURE

If a Party fails to comply with obligations set under this Agreement due to force majeure which, therefore, is beyond its control, or however the same can not be attributed to the Party, such as, but not limited to, extreme weather events, fires, explosion, war, civil unrest, strikes (although not involving its employees), or acts of local or central government or other competent authorities or events that go beyond the control of its suppliers, such Party shall not be liable to the other Party for breach of contract.

14. WITHDRAWAL

14.1. Either Party may terminate the Agreement at any time upon notice of fifteen days to the other Party, notified in writing in accordance with the provisions in article 18.

14.2. Withdrawal under this Article shall not prejudice the rights previously acquired, and does not exclude any liability previously assumed under the Contract.

15. TERMINATION FOR BREACH

15.1. 142 S.r.l. may terminate this Agreement and, therefore, terminate the provision of Functionalities if the User:

a) commits a breach which could be remedied and fails to remedy it within the time period specified by written notice;

b) commits a substantial breach which can not be remedied;

c) commits repeated violations of the provisions set out in this Agreement.

15.2. If the User or anyone with disposal of his credentials, is not fulfilling its obligations under paragraphs 4.1, 12.1, the 142 S.r.l. may terminate the Agreement as of right pursuant to and by effect of art. 1456 c.c.

15.3. The User agrees that 142 S.r.l. will have the right to terminate, in whole or in part, the Functionalities, besides what disposed under paragraph 15.1 above, without prejudice of its right to terminate the Contract, even if such suspension is necessary in order to:

(i) conform to the edicts of the law or orders of public authorities in accordance with the law;

(ii) prevent or terminate any violation of this Agreement or of the law, or to enforce its rights under this Agreement and/or to protect itself from third parties who claim violations of their rights;

(iii) protect its rights on MGC or the rights of third parties.

16. PRIVACY POLICY

The User agrees that the processing of personal data submitted at the time of registration or at any other time while using Functionalities will be treated in accordance with the information posted on the Site and within the Application, and in accordance with Legislative Decree no. 196/03, as well as from time to time supplemented, modified or implemented (https://www.mygoodclient.com/privacy-policy).

17. CONFIDENTIALITY

With the exception of the disclosure requirements imposed by law, regulations or any other provision adopted by any competent authority, the User agrees to: (i) keep confidential and secret all Confidential Information and not to disclose, in whole or in part, the content to any third party; (ii) treat the Confidential Information with the same degree of care the User uses for the treatment of his/her own information; (iii) not to use and/or acquire Confidential Information except as necessary to the use of Functionalities, in general, the proper fulfillment of the obligations assumed by the User under this Agreement; (iv) not to pull copies of any document relating to or containing Confidential Information; (v) not to use the Confidential Information in a manner prejudicial to 142 Srl or to other Users.

18. COMMUNICATIONS

All communications under the Contract shall be executed in writing and shall be deemed valid only if sent by electronic mail as follows:

a) 142 Srl: [email protected] email address or any other address that will eventually be reported by 142 S.r.l. to the User;

b) to User: the e-mail address, provided by the User at registration or in response to changes later provided.

19. LAW AND JURISDICTION

This Agreement is governed by Italian law. All disputes arising out of this Agreement, including those relating to the validity, interpretation, execution and termination, shall be resolved exclusively by the competent Court of Milan.

20. MINIMUM CONDITIONS GOVERNING THE RELATIONSHIP WITH APPLE INC., GOOGLE INC. AND OTHERS

20.1. This Agreement is entered into solely between 142 S.r.l. and the User and do not commit in any way Apple Inc. ("Apple") and Google Inc. ("Google"), which simply make the application available on their platforms App Store and Google Play.

20.2. The User acknowledges and agrees that Apple and/or Google will have no obligation to provide service and maintenance with regard to Mobile Applications.

20.3. The User acknowledges and agrees that in the event of non-compliance of the Application, Apple and/or Google will have no obligation to guarantee or indemnification obligation for any claim, loss, liability, damages, costs or expenses arising from non-compliance of Mobile Applications .

20.4. 142 S.r.l. and the User acknowledge that, if third parties assert that the Mobile Application or the possession and use of Mobile Applications by the User constitutes an infringement of the rights of intellectual and industrial property, Apple and/or Google will have no liability.

20.5. In accordance with the provisions of "legal compliance" provided by Apple and Google, the User represents and warrants that: (i) is not in a country embargoed by the United States Government or has been indicated by the Government of the United States in the list of countries that support terrorism; and (ii) is not included among the names of the persons to which is prohibited or restricted access in the United States. Specifically approves pursuant to art. 1341 of the Civil Code, the following items: 4. CLOSING AND EXECUTION OF THE CONTRACT, 5. ACCEPTANCE, DURATION AND AMENDMENT, 6. SPECIFIC RULES RELATING TO THE RELATIONSHIP BETWEEN 142 S.R.L. AND THE USER, 7. FEES, CREDITS AND RULES OF PAYMENT, 9. SECURITY, 12. LIMITATION OF LIABILITY, 14. WITHDRAWAL, 17. CONFIDENTIALITY, 19. LAW AND JURISDICTION.

20.6 My Good Client uses API (Application Programming Interface) to interface other services (by way of example: Facebook, WhatsApp, Google - from now on "Digital Players") to provide certain functionalities of the platform. There is no specific agreement between the 142 S.r.l. and the Digital Players supplying the API, because the 142 S.r.l. uses the standard provided by Digital Players. The Digital Players may, at their discretion and at any time, modify or terminate access to its API, and this could have an impact (changes, limitations, interruptions) on the functionality provided by My Good Client.

21. PREVALENCE OF PROVISIONS

In case of conflict between the provisions contained in the present text of the Agreement and those contained in the Appendices, shall prevail in any case those covered by the Agreement.

In case of discrepancy between the English version and the Italian version, the Italian version will prevail.

22. ATTACHMENTS

The following Appendices are an integral part of this Agreement:

  1. Appendix A – Appendix Commercial;
  2. Appendix B – Administrative Information.