Terms & Conditions

Dear Customer, by accepting these Terms and Conditions, you declare that:

• Be aware that the complete insertion of the required data in the form ("Form") of Free Trial and its signature in electronic mode (through the appropriate button), is equivalent to contractual acceptance of this document and the Annexes;
• Be aware that the subscription to the Service will become effective only upon receipt of the notice of successful activation sent by Sicus Media Inc. via e-mail ("Welcome Email");
• Having read and accepting, without reservation, all the provisions and clauses set forth in this document, which are reproduced in full below;
• Having read, understood and accepted the economic terms and conditions contained in this document;
• Having read, understood and expressly accepted, pursuant to and for the purposes of Art. 1341 of the Civil Code, the following provisions of the Terms and Conditions: "Operation of the Service"; "Warranties"; "Unauthorized Use"; "Intellectual Property and Copyright"; "Limitations of Liability and Supervening Impossibility"; "Modifications to These Terms"; "Confidentiality and Privacy"; "Express Termination of Contract"; "Assignment of Contract"; "Nullity"; "Applicable Law and Jurisdiction"; "Personal Data"; "General Clause".

Definitions

For the purposes of these Terms and Conditions and the Annexes, the definitions set forth in this article shall apply.

Subject

These Terms and Conditions and the Annexes on the Site, govern the contractual relationship between Sicus Media Inc., the owner and proprietor of the Platform, and Clients. Acceptance of the Terms and Conditions and the Annexes by the Customer is a prerequisite for initiation of the Free Plan and activation of the Subscription.

The Customer declares that it has carefully read these Terms and Conditions and the Annexes before sending the Form and starting to use the Service.

The Customer, without having to physically sign any paper form, may sign these Terms and Conditions and the Annexes, in the sense of full acceptance of them, after completing the entry of the required data in the Form and finally selecting the appropriate button.

The selection of the aforesaid button shall be understood as a subscription to all effects of the Terms and Conditions and the Annexes, as well as the regulations contained therein. It is understood that the validity of acceptance of this document will also extend to the Registration phase.

Through the completion of the Form, the Customer also accepts the sending by Sicus Media Inc. of information via e-mail and/or SMS to facilitate the use of the Service.

Operation of the Service

Description

Sicus Media Inc. operates in the IT sector by offering Customers the Service, which allows the Customer Account to enter Activities in their own Sector and to take advantage of the Functionalities described later.

The Customer Account through the Integrations will be able to manage and aggregate Public Reviews. The best Public Reviews will be able to be placed within the corresponding Activity's website via Widgets.

In addition, the Client Account will be able, by entering the data of the Interested Parties, to send them e-mails, SMS and/or Whatsapp messages, to request them to review the Activity they have used, thanks to the "Send Link" feature.

The Customer Account can, in addition, decide to automatically send the Interested Parties the request to issue a review, through the section called "Automate".

Functionality

Access to the Service

The Customer who intends to access the Service holds two different options:

• Book the Demo and subsequently start the Free Plan;
• Start the Free Plan directly.

Demo

The potential Client can book a 30-minute video conference with a member of the Company's Team to receive a free demonstration of the Service and respective Features. The booking is made through the third-party site www.calendly.com, to which the potential Client is led back. It is specified that the Company is not liable for any malfunctioning of that site. The data required from the potential Client to book the Demo are: first and last name; e-mail address; Company website.

The Company reserves the right to send a notice to remind the Customer of the date and time of the scheduled Demo.

Trial Period

The potential Customer, by entering the data requested by the Company and clicking on "try it for free for 14 days", gets the opportunity (after receiving the Welcome E-mail) to try free of charge the Services offered by The Reputation Management Platform for 7 (seven) days. At the end of this period, the Customer, if he/she wishes to continue using the Services, must start the Registration procedure.

It is specified that during this period of time, the Company reserves the right to send e-mail communications regarding the above described Features.

The data required from the Customer to start the Trial Period are: e-mail and new password (the "Credentials"); first and last name; company name; company logo (optional); telephone number (optional).

Registration, Verification, Cancellation

Registration and Verification

The Registration procedure begins only after the end of the Trial Period, and ends after entering the payment method via "Add a Card" and filling out the Registration form (the "Form"). After completing the Registration procedure, the Customer will receive an e-mail confirmation of successful Registration (the "Confirmation Notice") and the Subscription will be activated.

The following data should be entered within the Form:

If the Customer is a natural person: first and last name; tax code; billing address; payment details; cell phone number (optional).

If the Customer is a legal person: registered office; company name; vat number; legal representative master data and tax code; billing data: pec SDI code; payment data; cell phone number (optional).

The Client is obliged to promptly inform the Company of any changes in the data entered within the Form. It is specified that such data will be stored in the Customer's personal profile and will be processed in accordance with Sicus Media Inc. privacy policy.

Should the Customer complain about irregularities regarding the handling of his/her personal data communicated during Registration, or simply wish to request its deletion, he/she may contact the Company at info@sicusmedia.com indicating "REQUEST FOR DELETION OF PERSONAL DATA" as the subject.

Cancellation

The Customer has the option to cancel the Subscription at any time by clicking on the appropriate button called "cancel subscription". In this case, the Company reserves the right to ask the Customer certain questions regarding the reasons for cancelling the Subscription. It is understood that failure to answer such questions does not hinder the Customer's cancellation. Following the request for termination, the Company will send a confirmation e-mail.

Rules of Conduct and Commitments of the Parties

From the receipt of the Welcome Email the Customer is obliged towards the Company to:

• Use the Platform in accordance with the conditions defined in this document and to apply all necessary security measures in order to avoid the disclosure of data to unauthorized third parties;
• Not to reproduce, extract, reconstruct, reuse any element of the Platform, in any way, in any form and in any medium;
• Use the Software and the Services in compliance with applicable legislation, with particular regard to the "Consumer Code," especially in relation to the prohibition of deceptive, unfair or aggressive commercial practices, and the privacy provisions set forth in Regulation (EU) 2016/679 (GDPR), as well as the legislation on intellectual property, image rights and e-commerce.

Both the Company and the Client, each to the extent of its competence, undertake to:

• Adopt any security measures required by law, which are appropriate to ensure the protection and security, physical and logical, of their documents, data and/or information and in general of their computer system;
• Operate in accordance with the legal provisions on the protection of safety in the workplace, protection of personal data (GDPR), civil and criminal protection of programs, data, computer systems, electronic communications and databases;
• Perform any and all disclosures to the relevant tax and administrative authorities that may be required in consideration of the digital preservation of the documents indicated.

The Service and all rights thereto are and shall remain the property of the Company. The Customer agrees to comply with, perform in good faith and with the diligence of a good family man, the commitments made and arising from the use of the Services.

Consideration

The Customer, in exchange for the preparation, management and provision of the Services, agrees to pay the Company a monthly fee for each Activity related to the Customer Account (the "Fee").

The Company may use coupons, discount coupons and/or functional promotions to review and/or differentiate the quantification of the Fee.

It is specified that the invoicing of the Consideration will be carried out by the Company within 12 (twelve) days from the activation of the Subscription, which also verifies the correctness of the data entered by the Customer (the "Verification") and if an error is found, it will be communicated to the Customer for appropriate correction.

Payment terms, delays and termination

The Customer is required to pay the Fee on a monthly or annual basis, through the payment method entered during Registration. The Customer will be granted the option to withdraw from the Service and terminate the Subscription by activating the termination process, as explained above.

Duration of the Contract

The contract has a monthly duration and is automatically renewed for the respectively agreed duration (1 month), unless the Customer decides to proceed with the termination process described above. The Customer's right to terminate the contract for just cause remains unaffected.

Service Management

The Company will render its Services with organization of means and management at its own risk, in a workmanlike manner, in accordance with the quality standards and technical characteristics suggested by normal business practice. The Company undertakes to carry out all activities necessary, expedient, useful or functional, according to the principles of fairness and good contractual faith, for the preparation, organization and management of the Services in favor of the Client.

Auxiliaries

For the performance of any activities necessary, expedient, useful or functional for the preparation, management and delivery and rendering of the Services, the Company and the Customer may use their own trusted associates, employees or collaborators. The parties will each be responsible for the work of their own auxiliaries. All economic and legal relations will be directly, and exclusively, between each party and its auxiliaries.

Warranties

Customers' warranty rights are governed by applicable regulations, including those relating to licensing of the Software, term and revocable, and provision of services related to their operation.

Software Security and Warranty

The Reputation Management Platform, in order to ensure the proper functioning of the Service and, in particular, the security of the data loaded and stored on its Software, uses anti-intrusion software and protocols.

Should the Customer encounter problems related to the operation of the Software, he/she may request support via Chat or must send appropriate communication via e-mail to info@sicusmedia.com containing the details to qualify the problem.

Sicus Media Inc. reserves the right to proceed to the resolution of the problem presented by the Customer, directly or through third parties designated for this purpose.

For the duration of the contractual relationship, Sicus Media Inc. guarantees the Customer the necessary assistance on the Software.

It is understood that The Reputation Management Platform shall not be held liable for any damage caused directly or indirectly to the Customers if such damage is a consequence of intent or gross negligence on the part of the Customer.

Warranty Limitations

The warranty, except in cases of willful misconduct, does not specifically cover any replacements for damages and/or malfunctions due to or resulting directly or indirectly from:

• Fortuitous events or force majeure (such as, but not limited to: floods, structural collapse, natural or biological events, etc.);
• Misuse of the Software (such as, but not limited to: tampering with the same or use for purposes other than the enjoyment of the Services);
• Willful misconduct, negligence, inexperience, recklessness on the part of the Customer;
• Temporary interruption of the operation of the Software due to periodic and necessary maintenance.

The Customer, for itself and its assigns, releases The Reputation Management Platform from any liability for "consequential damages" or "lost profits," such as loss or loss of income, resulting from the unavailability or downtime for the time necessary to repair, maintain and/or upgrade the Software.

Use Not Permitted

Customers are not permitted to:

• Reverse engineer, disassemble and/or modify the Software, create derivative works on the code of the Software or any portion thereof;
• Circumvent computer systems used by Sicus Media Inc. and/or its licensors to protect the content of the Software and Customer documents;
• Copy, store, modify, change, or alter in any way the contents of the Software;
• Use any robot, spider, site search/retrieval application, or any other automated device to access or retrieve technical specifications on the Software;
• Resell, rent, license or sublicense the Services, without prior consent from the Company;
• Disseminate or publish illegal, obscene, illegitimate, defamatory or inappropriate content;
• Publish and advertise other services having the same or similar specifications as those provided by Sicus Media Inc.;
• Provide false or defamatory information about The Reputation Management Platform and its Services to third parties;
• Use the Services in any other improper manner that violates these Terms and Conditions;
• Respond to Reviews with content that is inappropriate, defamatory, illegal, obscene, illegitimate, and/or offensive;
• Use language that is defamatory, misleading, and/or may induce violence when editing the review release request;
• Violate any applicable laws in the above matters.

If the Customer's actions violate the above requirements, or create economic, reputational or legal risks for Sicus Media Inc., the Company reserves the right to immediately discontinue the provision of Services. In such a case, an e-mail notification with information on the reasons and modalities for discontinuing the Services will be sent.

Intellectual Property and Copyright

The Customer acknowledges that the Company is the sole owner of the intellectual property rights related to the Software (including trademark rights, copyrights in the Company's texts and graphical interfaces and in general all materials and processes used in the conduct of the Company's business) and that these rights are protected by the laws applicable in this regard.

Any use not in accordance with this agreement, or any use after the expiration, termination, or otherwise termination of the contractual relationship, will constitute a violation of the Company's rights.

All trademarks, whether figurative or nominative, and all other signs, trade names, service marks, word marks, trade names, illustrations, images, logos, which may be registered in the name of Sicus Media Inc. and pertaining to the Services or the Software, are and remain the exclusive property of the Company or its licensors.

Limitations of Liability and Supervening Impossibility

Sicus Media Inc., within the limits of the regulations in force, is liable for damages of a contractual and extra-contractual nature caused to the Customer or to third parties, exclusively when these constitute an immediate and direct consequence of malice or gross negligence.

The Customer expressly exempts and releases The Reputation Management Platform from any liability, to the extent permitted by applicable law, in relation to any damages or claims, its own and/or of third parties, of any kind and nature.

Should the Company be unable to guarantee the use of the Services due to a supervening impossibility, it will immediately notify the Customers in writing specifying whether it is a total or partial impossibility.

Modifications to These Terms

Sicus Media Inc. reserves the right to amend the provisions of this document and the Annexes at any time. Any changes will be communicated to the Customer by e-mail and/or by posting on the Site. Amendments shall be effective as of the first day of the first month following the month in which the Company shall have pre-announced them.

In case of disagreement, the Customer may withdraw without charge by notice by e-mail which must be received no later than fifteen calendar days from the date of receipt of the notice of change.

The Customer who decides to continue to use the Service following the modification(s) will automatically accept the new terms and conditions.

Confidentiality and Privacy

Each party undertakes to maintain — and to ensure that its auxiliaries maintain — absolute confidentiality and secrecy with regard to any aspect, news and information relating to the other party's business of which it may become aware during the term of the contractual relationship.

Express Termination of the Contract

Sicus Media Inc. shall have the right to terminate the contractual relationship upon the occurrence of the following events qualifying as a serious breach:

• Use of false credentials, false documents or otherwise not traceable to the Customer;
• Failure or delay in payment of amounts due within the timeframe set forth herein;
• If the Customer, despite a written warning, does not stop a serious violation of these Terms and Conditions;
• In case of improper use by the Customer of the benefits arising from particular conventions or agreements.

The termination shall take place by written notice addressed to the contact details communicated during Registration.

Transfer of the Contract

Sicus Media Inc. reserves the right to transfer, assign, dispose of by novation or subcontract all or any of its rights or obligations under these Terms and Conditions, provided that Customer's rights hereunder are not affected.

Customer shall not assign or transfer in any way its rights or obligations under these Terms and Conditions without the written permission of Sicus Media Inc.

Communications

Any communication regarding the Services should be sent using the following contact information:

Email: info@sicusmedia.com

Address: 103 Citadel Point NW, Calgary AB, T3G5L2

Nullity

Should any provision of these Terms and Conditions be deemed void, voidable or ineffective, it shall not affect the nullity, voidability or ineffectiveness of the remaining provisions contained herein, which shall continue in full force and effect.

Applicable Law and Jurisdiction

All disputes regarding the performance, compliance, interpretation and validity of these Terms and Conditions shall be subject to European law. Sicus Media Inc. and the Customer undertake to make a prior attempt at conciliation. If within 60 days the attempt at conciliation is unsuccessful, the parties undertake to devolve the dispute to the jurisdiction of the courts, with exclusive jurisdiction identified in the Rome forum.

Personal Data

As autonomous data controllers, both the Company and the Customer undertake to process the personal data of which they will become aware in the context of this contractual relationship, in full compliance with the purposes of the Service and in accordance with Article 13 of the GDPR. The Company undertakes to process the personal data acquired in the context of the provision of the Services in the manner and for the purposes set out in the privacy policy.

General Clause

Use of the Service constitutes full acceptance of these Terms and Conditions. By accepting these Terms and Conditions, the Customer declares that he/she has read and understood what is covered by them and will abide by what is prescribed regarding the limits of use.

Support — Customer Care

If the Customer encounters any problems in the use of the Service or wishes to exercise any of the guarantees related to them, he/she may communicate them via the Support Chat or send Sicus Media Inc. an appropriate communication to:

E-mail: info@sicusmedia.com

Thank you for your attention!