General terms and conditions of use

1. DEFINITIONS

   1.1. In these general terms of use, the terms indicated with a capital letter, singular or plural, will have the meaning indicated below, unless a different meaning is specified:

   • “Subscription”: the subscription contract stipulated by the User to use the Services provided by the Manager, on behalf of the Owner, according to the specific conditions available at the link [---];

   • “Account”: the User's profile, which is activated only after Registration and which is subsequently made accessible to the User, after entering the Credentials, for access to the User Area of the Platform, which can be consulted at the link [--- ];

   • “Updates”: enhancements and/or improvements and/or modifications made to the Platform and/or the App;

   • “Orizon App” or just “App”: the Orizon App application through which the Manager provides Users with access to the Orizon Platform to use the Services;

   • “User Area”: area of the Platform and/or App, specifically dedicated and reserved for Users, accessible via Account, for the provision of Services, according to the General Conditions for the provision of Services, which can be consulted at the link [---];

   • “Product Components” or “Devices”: the hardware and software components and other devices provided by the Owner to the User for the use of the Services, in accordance with the provisions of the art. 3 of these Terms, in the specific contract stipulated between the Owner and the User for the supply of these components (hereinafter "Supply Contract") and in the General Conditions for the provision of the Services, provided by the Manager in favor of the 'User and as defined below;

   • “General Conditions for the provision of Services”: the General Conditions for the provision of Services provided by the Manager, on behalf of the Owner, in favor of the Users, through access with Account to the Platform or App, conditions which are intended as accepted upon registration and available at the link: [---];

   • “Consumer”: the natural person who acts for purposes unrelated to entrepreneurial, commercial or professional activity, in using the Platform or App, according to the local legislation applicable to protect the same;

   • “Credentials”: username and password, issued to the User during the Registration phase and which allow subsequent access to the Platform and/or App and to the User Area via Account; the Credentials are specific for the User's access to the User Area;

   • “Manager”: [---], an Italian company that designs and implements [---] technological solutions [---], including administrators, managers, employees, agents, representatives, partners and any subjects licensors; the Manager acts on behalf of the Owner, for the provision of Services to the Users and for the management of the Platform and App, according to a specific contract for the provision of services and mandate, stipulated between the Owner and the Manager [TBD];

   • “Parties or Parties”: the Owner, the Manager, on behalf of the Owner, and the User, when called jointly or severally;

   • “Orizon Platform” or just the “Platform”: the online platform called “Orizon”;

   • “Registration”: registration of the User, with name, surname, e-mail, password, for the creation of the Account and the issuing of Credentials, specific for access to the Platform or App;

   • “Orizon Services” or only the “Services”: the services rendered by the Manager to the User through the Orizon Platform and App, in accordance with the provisions of the General Conditions for the provision of Services, which can be consulted on the page: [---] and of Privacy Policy, which can be consulted at the link [---], following the stipulation of a Supply Contract by the User and as provided in these General Terms of Use;

   • “General Terms of Use” or just “Terms”: these general terms of use for access and use of the Orizon Platform and/or App by Users, which are deemed to be accepted upon Registration of 'User;

   • “Owner”: the company Cartello S.r.l., [---], creator and owner of the Orizon Platform and the App and supplier of the Product Components, as provided for in the Supply Contract stipulated with the User;

   • “User”: the person who uses, also as a Consumer, the Platform or the App to use the related Services provided by the Manager, following the Registration and stipulation of a valid and effective Supply Contract with the Holder.

2. OBJECT AND SCOPE OF APPLICATION

   2.1 These General Terms of Use regulate the access and use of the App and the Platform by the User, in order to benefit from the Services provided by the Manager to the Users.

   2.2 By accessing the App and/or the Platform for the first time and clicking on the appropriate "accept" button, the User declares to have read and agrees to be bound by these General Terms of Use and the related Privacy Policy, which can be consulted to page: [---].

   2.3 If these General Terms of Use are accepted on behalf of third parties (natural or legal persons, bodies, associations or other subjects), the User declares and guarantees to have the powers of representation and, in any case, to be legitimately authorized to signify acceptance of these Terms, thereby binding the person represented.

   2.4 The Manager on behalf of the Owner reserves the right, at its discretion, to periodically modify and/or update these Terms, the modification of which will be effective upon publication of the same on the Orizon Platform or App. You must continue to check the 'App and/or the Orizon Platform, to consult periodic changes and updates. Your continued use of the App, Platform and/or Services following the posting of changes to the Terms will mean you accept those changes.

   2.5 If the User does not accept these Terms, he/she will not be able to access and/or use the App and/or the Platform for the provision of the Services in any other way, as provided in the General Conditions for the provision of the Services, which can be consulted at the link : [---].

3. PRODUCT COMPONENTS

   3.1 The Product Components are provided by the Owner to the User, as provided in the Supply Contract, and consist of hardware and software tools and related extensions, functional to the provision of the Services. The Product Components are installed by the User on his vessel, according to the specific installation instructions and the specific conditions set out in the Supply Contract, for the purpose of providing the Services by the Manager to the User. , via the Orizon Platform or App.

4. USE LICENSE

   4.1 The use of the App and the Platform allows the User, upon Subscription, as indicated in the Subscription conditions available at the link [---] to access and use the Services. The User is required to use the App and the Account, the Platform, the Services, in compliance with the Terms, the General Conditions for the provision of the Services, the Subscription conditions and the Privacy Policy.

   4.2 By accepting the Terms and the Privacy Policy, the User receives from the Owner and/or the Manager, a revocable, limited, non-exclusive, non-transferable, non-sublicensable license to access the Platform and/or download, install and use a copy of the App on your Device, as well as to access the Platform or App and use the Services.

   4.3 The use license provided for in the art. 4.2 allows the User to use the information and content of the App and/or the Platform to the extent agreed, in accordance with these Terms and with the General Conditions for the provision of the Services, as specifically provided for in the Supply Contract, excluding any other use not specifically permitted by the Supply Contract. In case of conflict between the provisions of the latter, the General Terms and Conditions for the provision of Services, the specific agreements with the User provided for in the Supply Contract will prevail.

   4.4 It is understood that the data, information and content of the App and/or the Platform cannot under any circumstances be modified, reproduced, sold, rented or otherwise made available or exploited by the User, without the prior written consent of the Manager and/or the Owner.

   4.5 Any use of the content of the App and/or Platform not expressly permitted by these Terms is prohibited. This user license is provided on the condition that the User: (i) has stipulated a valid and effective Supply Contract and has fully and promptly performed the provisions of the contract itself; and (ii) undertakes to: a. not copy, distribute or modify the Devices and any part of the Services without the prior written authorization of the Manager or the Owner; b. do not send unsolicited or unauthorized messages, advertisements, spam, emails, etc. to other Users in the specific User Area; c. not disrupt servers or networks connected to the Services; d. comply with these Terms, the General Conditions for the provision of Services, the Supply Contract and the Privacy Policy.

   4.6 In case of violation of the provisions of the art. 4.5, the Manager reserves the right to prohibit and/or inhibit access to the App and/or the Platform and the Services and to request the return or immediate destruction of any Device, material printed, downloaded, duplicated or in any way used, with reference to the App and/or the Platform and/or the Services.

   4.7 The use license granted to the User in accordance with the provisions of the art. 4.5 takes effect from the signing of the Supply Contract and the Subscription and lasts 12 months, except for the purchase of additional services of shorter duration, as provided for in the Supply Contract. Thirty days before the expiration, the User will receive a notice via e-mail or notification within the App or User Area of the Platform with a proposal to renew the user license. In case of non-renewal before expiration, the user license will be considered terminated.

   4.8 The use of the App, the Platform and/or the Services does not confer on the Users any intellectual property rights either on the App, on the Platform or on the Services to which the User accesses. The Owner and/or the Manager are the sole and exclusive owners and/or licensees of the economic exploitation rights of the App and the Platform and reserve all related rights, granting the User the sole license to use in the manner set out in the this art. 4 of the Terms.

5. SUBSCRIPTION TO THE SERVICES

   5.1 With the first access to the App or the Platform, upon stipulation of the Supply Contract, the User is required to create an Account through Registration. Upon Registration, according to the standard automated User verification procedure by the Manager, the Account Credentials will be issued to allow Access and Subscription and will subsequently be requested at each access. The User may not use another User's Account. When you create your Account, you must provide accurate and complete information.

   5.2 The Subscription concerns the use of six Services following the stipulation of the Product Component Supply Contract for the entire subscription period subscribed without further charges, excluding the cost of data traffic relating to the instrument used by the User, which will correspond to what is provided by telephone operators based on your telephone plan.

   5.3 The User is permitted to purchase the following Subscriptions [---]: • Basic Subscription; • Unlimited Subscription [TBD].

   5.4 The Subscription will initially be activated upon stipulation of the Supply Contract for a duration of 12 months. The cost of the Subscription for the first 12 months is included in the fee set out in the Supply Contract. At the end of the first 12 months, and for all subsequent periods of the same duration, the User may renew the Subscription for a fee.

   5.5 The User will correspond to the Manager, on behalf of the Owner, as compensation for the renewal of the Subscription, as provided for in the art. 5.4, the amount indicated in the Subscription conditions, which can be consulted at the link [---], based on the type of Subscription chosen.

   5.6 The amounts are expressed in euros, including VAT, unless otherwise communicated. The User will proceed with the payment of the Subscription according to the formula selected in the following ways and according to the payment conditions of the payment service providers: • Paypal; • Automatic credit card debit; according to the conditions of use of the payment service provider which can be consulted on the page: [---].

   5.7 Failure to pay the Subscription, upon expiry of the first 12 months of the Subscription itself and upon the expiry of subsequent periods, will result in the non-renewal of the Subscription itself, which will thus be terminated upon expiry. Any case of termination of the effects of the Subscription, as provided in the Subscription conditions available at the link [---], will result in immediate termination by law, pursuant to art. 1456 of the Civil Code, by means of simple communication by the Manager to the User, of the contract stipulated with the User by virtue of these Terms, as provided in these Terms in art. 9.1 and in the General Conditions for the provision of the Services, and the User will no longer be able to access the Platform and/or the App for the provision of the Services themselves, except as provided in the art. 5.9.

   5.8 The request for a tax invoice by the User involves the addition of further data and information, necessary for completing the tax document, as indicated in the Privacy Policy, which can be consulted at the link [---]. The User accepts that, where requested, the invoice relating to the purchase of the Subscription will be sent by the Manager to the e-mail address that the User communicated during Registration.

   5.9 Outside the cases provided for by the art. 10 (Withdrawal), the User may deactivate the Subscription at any time and without additional costs by contacting the Manager at the number [---], active during the following hours from Monday to Friday from 9 am to 8.30 pm, Saturday from 9 am at 3 pm or by sending a fax to the number [---], or a certified email to [---]. If the User decides to deactivate the Subscription, he will have the possibility to continue to access the paid Services until the period already paid for expires. Deactivation of the Subscription will not give the right to refunds, which will be provided by the Manager at its sole discretion.

   5.10 The Manager may modify, when necessary, the prices of Subscriptions for paid Services, subject to advance notice to the User of any price change and, if applicable, the method of acceptance of the change itself. The price change will be effective starting from the Subscription period following the date of the price change. In compliance with applicable law, the User accepts the new price by continuing to use the Services after the change becomes effective. If the User does not wish to accept the price change, he has the right to refuse it by canceling the Subscription to the Services.

   5.11 In the event of a change to these Terms, other than changes in the price of the Subscription and due changes and technical improvements to the App or Platform, the Manager will notify the User within [15] days before the change becomes effective by sending an email to the email address linked to your Account. If the User does not intend to accept the changes made, the User must cancel the Subscription.

6. PRIVACY AND SECURITY

   6.1 All personal data provided by the User when accessing the App or the Platform during their use will be processed by the Manager in accordance with EU Reg. 679/2016, so-called. GDPR, as well as with Legislative Decree 196/2003, so-called. Privacy Code, as amended by Legislative Decree 101/2018. The Privacy Policy, the consent forms and disclaimers regarding the protection of personal data and privacy of the Manager can be consulted at the following link: [---].

   6.2 The User is solely responsible for the activity that occurs in his Account and must safeguard and protect the Credentials, immediately notifying the Manager of any loss, theft, incorrect use, theft of the Credentials or breach of security or unauthorized use authorized of your Account, via an email to the Manager. The User, therefore, uses a secure and specific password for the Account and is fully responsible for the dissemination, loss and unauthorized use of his/her Credentials, but the rights provided for in the Privacy Policy, which can be consulted below, are in any case without prejudice link: [---].

   6.3 The Manager may need to provide the User with some communications, such as announcements, notifications, reports, relating to the Services and messages of an organizational or administrative nature. The User may decline to receive communications that are not necessary for the functioning of the Platform or the App or the Services, as provided in the Privacy Policy. The communications necessary for the functioning of the Platform and the App are considered part of the Services. Notifications, communications, feedback may be sent via email or publication on the Platform and/or via App. Notifications are effective from the date they are received by the User. Notification for changes to Credentials and Account information are sent via the profile management function provided on the Platform or via the support of the Manager, who can be contacted at [---].

   6.4 All questions, comments, reports relating to these Terms, the Platform, the App and/or the Services, including doubts or reports regarding invalid links or other technical problems can be sent to the Manager's contact details above.

   6.5 The User is not permitted to do any of the following while accessing or using the App and/or Platform: (i) access, tamper with, or use areas other than the personal User Area without authorization with specific Credentials; (ii) probe, scan, or test the vulnerability of any system or network or breach or defeat any security or authentication measures; (iii) access, try or attempt to access the App or Platform or try to activate the Services through any tool (automatic or otherwise) other than through the interfaces currently available and provided by the Manager; (iv) interfere with, or disrupt (or attempt to) access to, any User's Account, including, without limitation, sending a virus, overloading, invading, sending junk mail, spamming, etc. in a manner that interferes with or creates an undue burden on the Services. Furthermore, the Manager reserves the right to access the Account, read, preserve and disclose any information if it has reason to believe that it is necessary to (i) comply with any applicable law, regulation, legal process or governmental request, (ii) enforce the Terms and the General Conditions for the provision of the Services, including the investigation of potential violations, (iii) detect, prevent or otherwise manage fraud, or security or technical issues, (iv) respond to the User's support requests, or ( v) protect the rights, property or safety of the Manager.

   6.6 The User is not permitted to record, duplicate, rent, lend, sell, redistribute or sub-license the use of the App, the Platform, the Services and the Devices. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the App or the Platform, Devices, Services, updates, or any part thereof. Furthermore, any form of copying or distribution, publication or commercial exploitation of the App, the Platform, the Devices, the Services must be considered prohibited.

7. REPRESENTATIONS AND WARRANTIES

   7.1 The Manager declares and guarantees to the User that the Platform and the App granted for use and use for the purposes of providing the Services are supplied with all the agreed characteristics in accordance with the provisions of the individual Product Component Supply Contract and pursuant to law, as provided in these Terms.

   7.2 The Manager guarantees that it has all the necessary rights, granted by the Owner, to be able to provide access to the App and the Platform and to provide the Services in accordance with the provisions of the General Terms and Conditions for the provision of the Services. In particular, he is authorized, on behalf of the Owner, to assign to the User the rights of use relating to the hardware and software to the extent provided for in the individual Product Component Supply Contract.

   7.3 In no case are any disservices or non-functioning of the Product Components, the Platform and the App caused by improper use, other than that permitted and/or incorrect by the User, with respect to what is foreseen by the Terms, from the General Conditions for the provision of Services, according to the relevant information available at [---] and in the individual Product Component Supply Contract.

8. PURPOSE OF THE SERVICES AND LIMITS OF LIABILITY OF THE MANAGER

   8.1 The use of the App, the Platform and the Services is a service provided by the Manager for the sole purposes set out in the General Terms and Conditions for the provision of the Services. The Manager undertakes to make every reasonable effort, according to a standard of commercial reasonableness, to ensure that the App and the Platform are always accessible and functioning. However, the Manager will not be responsible if, for any reason, the App and/or the Platform are unavailable, even if only for limited periods of time. Access to the App and the Platform may be temporarily suspended, even without notice, in the event of maintenance, malfunctions, system errors, service requirements or for any other reason beyond the reasonable control of the Manager, as well as for interruptions due to services rendered by telephone and/or satellite operators.

   8.2 The App, the Platform and the Services may contain errors or omissions, viruses or bugs or may not be perfectly functional or accurate, events for which the Manager, on behalf of the Owner, declines any and all responsibility and will not be held responsible for any loss of Product Components, hardware, software, data, networks, documents or files, damage to Devices, caused by the use of the App, the Platform and/or the Services. The Manager undertakes to maintain the digital and IT solutions and their functioning, necessary for the operation of the App and the Platform, as well as to provide the Services, for the duration of the Supply Contract.

   8.3 The Manager does not offer any guarantee regarding the proper functioning, the results expected, hoped for or obtained by the User with the use of the App and the Platform, nor that the App and the Platform correspond to the requirements requested by the User. The Manager is not responsible towards the User, nor towards third parties, for damages, thefts, losses or thefts suffered as a result of suspensions, interruptions, malfunctions of the App or the Platform, or as a consequence of the loss, theft, deletion of data, inserted into the App or Platform by the User; the rights provided for by the Privacy Policy remain intact. Therefore, by way of example only and not exhaustively, the Manager is not responsible in the event that the damage is due to tampering or interventions carried out by the User or by third parties, nor in the event of problems attributable to the satellite network, the ADSL network or other communication and/or connectivity networks used for the performance of the Services.

   8.4 In any case, the User acknowledges that the Manager will not be in any way responsible for any direct or indirect damages suffered by the User, due to any disservices, interruptions and/or malfunctions of the Platform and/or App, including, without limitation, any loss of profit, goodwill, opportunity, loss of Devices or other assets of the User.

   8.5 The User undertakes to promptly inform the Manager of any possible disservice. For any information or technical problem, the Manager makes the User Service available at the email address info@--- and/or at the number [---], from Monday to Friday from [--] to [--- ].

   8.6 If the User believes that the Account has been closed, suspended or deleted by mistake, he can submit a complaint by following the instructions found on the dedicated web page of the Manager, at page. All questions, comments, reports relating to these General Conditions, the Platform, the Services, including doubts or reports.

   8.7 The Manager's declarations with reference to the App, the Platform, the Services are made in favor of the Users, also as Consumers, according to applicable local law and the best of available knowledge and in good faith. The specific information for Consumers can be consulted at the link: [---]. However, the results actually achieved by the Manager may differ significantly from these statements, as they depend on a whole group of competitive and macroeconomic factors which, in some cases, are independent of the Manager's will. Without prejudice to legal obligations, to modify the declarations referring to future and uncertain events and/or to comply with the applicable legislation aimed at protecting the Consumer, the Manager has no intention of constantly updating all the declarations contained in the App, in the Platform , in the Terms, in the General Conditions for the provision of Services, in the Privacy Policy, inviting Users to consult the most recent version of the same by clicking on the hyperlink "____" located at the bottom of the web page _____[TBD].

   8.8 The User accepts that the Manager may, also on behalf of the Owner, its suppliers and/partners and/or third parties, place advertising messages on the App or Platform, or in connection with the provision of the Services, within the limits of the provisions of the Privacy Policy .

9. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS.

   9.1 The Owner and the Manager are owners or exclusive licensees of all intellectual and industrial property rights relating to the Product Components, the App, the Platform and the Services, such as, by way of example and not limited to, logos and all names and names of the Services and/or products present on the App and/or on the Platform, the graphic design, the trademarks and all other distinctive signs, all the drawings and projects, the know-how for the design, conception and creation of the Devices, the App, the Platform and the Services, including the installation and maintenance methods and any Updates. These goods and Services are and will remain the property of the Owner and of exclusive use granted to the Manager, without the User being able in any case to make any claims in this regard and are provided, granted for use and/or disclosed by and to the User "AS IS", without any representation and/or warranty on the part of the Manager and the Owner.

   9.2 The use of the Product Components, the App, the Platform and/or the Services does not confer on the Users any intellectual property rights neither on the Devices, nor on the App, on the Platform, nor on the Services to which the User accesses. The Manager is the sole owner of the economic exploitation rights of the App and/or the Platform and reserves all related rights, granting the User the sole license to use in the manner provided for in these Terms. Furthermore, any form of copying or distribution, publication or commercial exploitation of the App, the Platform and the Services is prohibited.

10. USER'S RIGHT OF WITHDRAWAL

    10.1 The User has the right to withdraw from the Terms at any time, even before the expiry of the duration of the relevant Subscription, by uninstalling the App and ceasing to use it, as well as interrupting access to the Platform, the 'Account and Services, in compliance with the Terms, the Supply Contract, the General Service Conditions, the Subscription conditions, and as provided in the relevant information available at [---].

    10.2 If the User withdraws from this contract, the Subscription payments he has made to the Manager will be refunded no later than 14 days from the day of receipt of the notice of withdrawal. These refunds will be made using the same payment method used for the initial transaction. This is without prejudice to the provisions of the art. 5.9.

11. TERMINATION OF THE CONTRACT AND INDEMNIFICATION

    11.1 Any use of the Product Components, Account, App and/or Platform and/or Services not expressly permitted by these Terms is prohibited. In case of non-fulfilment or violation of the specific obligations by the User referred to in the articles. 2, 4, 5, 6, 7, 8 and 9 of the Terms by the User, the Manager will have the right to suspend or interrupt access to the App and/or Platform, as well as to terminate this contract and l 'Subscription pursuant to art. 1456 of the Civil Code, by means of simple communication by the Manager to the User. This, with consequent compensation for any further greater damage.

    11.2 The User undertakes to indemnify and hold harmless at his own expense the Manager and the Owner from any claim, suit, action and procedure (collectively called "Claims") brought against the Manager or the Owner by third parties, who are based on one of the following elements: (a) acts or omissions (whether due to negligence, fault, willful misconduct or otherwise) of the User, deriving from the use or abuse of the Devices, the App, the Platform, the Services; (b) compensation, penalties, sanctions, legal fees or other damages of any kind or nature caused or arising from a violation by the User of current law or the obligations of these Terms and the General Conditions for the provision of the Services.

    11.3 You will also pay liabilities, damages, costs and expenses (including legal fees to a reasonable extent) imposed or incurred in connection with the Claims, or agreed to by settlement thereof.

12. APPLICABLE LAW AND JURISDICTION

    12.1 These Terms are governed by Italian law, also with regard to any intellectual and industrial property rights, patents and copyrights, except for any conflict of said provision with any different mandatory rules applicable, also for the protection of the Consumer. The application of the United Nations Convention adopted in Vienna on 11 April 1980 to this contract is excluded.

    12.2 Any invalidity or non-applicability of any of the clauses contained in the Terms will not invalidate the others, which will remain fully valid and effective; the provision declared invalid or not applicable shall be considered as not having been applied.

    12.3 Applicable consumer protection law may not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the limitations or exclusions set out under the Terms may not apply to You. In particular, if the User lives in the European Union, EFTA states, or the United Kingdom, he accepts that, by using the App, the Platform, the Devices, the Services, the liability of the Owner and/or the Manager will be limited in maximum extent permitted in the relevant country of residence, without prejudice in any case to willful misconduct or gross negligence.

    12.4 Notwithstanding any different regulations or international conventions and in cases permitted by law, any dispute that may arise between the Parties regarding this contract will be the exclusive jurisdiction of the Court of Genoa. Any dispute arising with a Consumer, in relation to the interpretation, conclusion, application, execution of these Terms will be referred to the exclusive jurisdiction of the Consumer Court, pursuant to Legislative Decree no. 206 of 6 September 2005 and subsequent amendments.

13. CONDITIONS PURSUANT TO ART. 1341 Civil Code

    13.1 Pursuant to and for the purposes of Article 1341 of the Civil Code. the User declares to have carefully read the following articles, the contents of which he specifically approves: Article 7 (Declarations and Guarantees), Article 8 (purpose of the services and limits of liability of the Manager), Article 11 (Termination of the contract and Indemnity); Article 12 (Applicable law and competent court).