Terms and Conditions of Service – Ticketoo

1. Introduction

1.1. Ticketoo S.r.l., with registered office in Rome, Piazza San Bernardo 106, 00187, VAT No. 16517571002 ("Ticketoo") has devised and is the exclusive owner of an online platform ("Platform") for the intermediation of the resale between private individuals of access titles ("Tickets") to concerts, museums, sporting events and theatrical events ("Events").

1.2. The Platform is accessible through the website ticketoo.it, as well as through the application downloadable on mobile devices from the main stores.

1.3. The users of the Platform ("Users") are solely:

• natural persons who register on the Platform in order to purchase Tickets ("Buyer/s");

• natural persons who register on the Platform in order to sell Tickets ("Seller/s").

1.4. Pursuant to Article 1, paragraph 545 of Law No. 232 of 11 December 2016 ("Law"), the resale of Tickets for access to Events is in fact permitted exclusively by natural persons on an occasional basis, and without commercial purposes, at a price equal to or lower than the face value.

1.5. Users who register on, and make use of, the Platform declare that they: (i) are over 18 (eighteen) years of age and have legal capacity to act; (ii) act as consumers as defined by Article 3, paragraph 1, letter a) of Legislative Decree No. 206/2005 ("Consumer Code" (Codice del Consumo)), i.e. natural persons who use the Platform, on an occasional basis, for purposes unrelated to any entrepreneurial, commercial, craft or professional activity they may carry out.

1.6. The Platform is accessible from any device with an internet connection, whether a computer, a tablet or a smart-phone.

1.7. These general conditions govern the relationship between Ticketoo and the Users for the use of the technical services provided by Ticketoo through the Platform, aimed at enabling Users to make use of the Platform, under the terms and conditions that follow ("Terms and Conditions of Service").

1.8. The contract between Ticketoo and the Users is constituted by these Terms and Conditions of Service and by the privacy policy ("Privacy Policy") drafted pursuant to Articles 13 and 14 of Regulation (EU) 2016/679 ("GDPR") relating to the processing of personal data – as defined by Article 4 of the GDPR – ("Personal Data") published on the Platform (jointly, the Terms and Conditions of Service and the Privacy Policy are hereinafter defined as the "Agreement").

2. Registration

2.1. In order to access the Platform, Users are required to create and have their own personal account. The registration procedure on the Platform consists of the following stages ("Registration"): (i) entering the data and information requested by the Platform (including, in particular, first name, surname, date of birth, e-mail, mobile phone number); (ii) choosing an e-mail and a password in accordance with Ticketoo's instructions ("Credentials"); (iii) reviewing and accepting these Terms and Conditions of Service and the Privacy Policy; (iv) verifying and activating the personal account through the procedure provided by the Platform ("Account").

2.2. During Registration, the conclusion of the Agreement takes place in electronic form, by means of the "point and click" mechanism (i.e., by placing a "flag" in non-preselected boxes), by selecting the appropriate boxes, for adherence to the Terms and Conditions of Service and to the Privacy Policy, as well as for the express acceptance of the following articles of the Agreement pursuant to Articles 1341 and 1342 of the Italian Civil Code: 3.3 and 4 (Use of the Platform), 5.2 (Account Suspension), 5.3 (Account Cancellation), 5.4 (Indemnity), 7.4 (Name Change), 9 (Refund), 13.4 (Express Termination Clause), 14 (IP Rights) and 15 (Amendments).

2.3. Once Registration is completed, the User receives a welcome e-mail containing the links at which the Terms and Conditions of Service and the Privacy Policy can be consulted, without prejudice to the provisions of Article 14.

2.4. The Seller, in order to validly sell the Tickets, is required to register with Stripe Inc., with registered office at 185 Berry St #550, San Francisco, CA 94107, USA ("Payment Processor"). Registration with the Payment Processor's website takes place through the Platform on a dedicated page, upon the Seller's adherence to the general conditions of service and the privacy policy of the Payment Processor, which govern the relationship established and arising directly between the Seller and the Payment Processor ("Payment Processor Agreement").

2.5. Ticketoo reserves the right to refuse, at its sole discretion, the registration of any User who does not comply with the General Conditions.

3. Role of the Platform

3.1. The Platform represents a virtual showcase within which Users have the possibility to buy and sell Tickets under their exclusive responsibility and without commercial purposes, in compliance with the provisions of Article 1, paragraph 545 of the Law ("Sale and Purchase").

3.2. In particular, through the Platform: (i) the Seller may upload Tickets in order to sell them under its exclusive responsibility ("Sale") and in compliance with the provisions of Article 1, paragraph 545 of the Law; (ii) the Buyer may purchase the Tickets of interest to it ("Purchase").

3.3. Ticketoo does not, in any case, sell, purchase or transfer the ownership of the Tickets. Ticketoo merely grants Users the right to use the Platform, in order to make use of the technical and neutral services referred to in the following Article 4.

3.4. Ticketoo is legally extraneous: (i) to the Sale and Purchase contract concluded between the Buyer and the Seller on the Platform and assumes no liability with regard to payment, invoicing and performance of the Sale and Purchase contract, nor does it act in any way as agent or procurer of the Seller; and (ii) to the Payment Processor Agreement and, therefore, assumes no liability with reference to the fulfilment by the Payment Processor of the obligations it has undertaken towards the User, since Ticketoo does not intermediate the payments that take place directly between Buyer and Seller, through the Payment Processor.

4. Use of the Platform

4.1. Following the completion of Registration, Ticketoo grants Users the right to use the Platform in order to enable them to:

• create and manage their own Account;

• according to their needs, both to upload Tickets on the Platform and proceed with the Sale in their capacity as Sellers, and to proceed with the Purchase of the Tickets of interest to them in their capacity as Buyers, in accordance with the terms and conditions set out in these Terms and Conditions of Service;

• any further service that, at its sole discretion, Ticketoo may decide to implement on the Platform during the term of the Agreement.

4.2. Each User accesses the Platform, in full autonomy and under its own exclusive responsibility, and is personally responsible for every fact or act carried out by it within the Platform.

4.3. The Platform is provided in the most recent version available at the time of conclusion of the Agreement.

5. Users' Commitments

5.1. Each User undertakes to:

5.1.1. use the Platform in compliance with applicable law (including, by way of example and not limitation, Article 1, paragraph 545 of the Law, Decree-Law No. 53/2019, the legislation on intellectual property, the Consumer Code and the GDPR), with the Agreement and with the instructions provided by Ticketoo and available on the Platform;

5.1.2. provide true and correct data and information during Registration and keep them updated at all times;

5.1.3. choose and use only secure Credentials in accordance with Ticketoo's instructions, not disclose its Credentials to third parties not authorised to access the Platform and not leave its device unattended with the connection to the Platform open;

5.1.4. immediately inform Ticketoo of any abuse, loss or theft of the Credentials and of any unauthorised use of the Account or of any further breach of the security of its device (for example, loss of the device without adequate measures to prevent use of the Account);

5.1.5. not upload and disseminate through the Platform Tickets with illegal or fraudulent content (such as, e.g., content of a violent, pornographic, obscene or discriminatory nature), or content harmful to the rights of third parties (including image rights or intellectual property rights) and to the interests of third parties (including other Users), or in any case extraneous to the purposes of the Platform and therefore incompatible with these Terms and Conditions of Service ("Illegal Content");

5.1.6. not upload false or counterfeit Tickets on the Platform;

5.1.7. not upload on the Platform Tickets of which it does not have actual ownership or that have been the subject of a prior sale to parties outside the Platform;

5.1.8. not upload on the Platform Tickets at a price higher than the face value of purchase on the primary market ("Maximum Price") for commercial purposes, in compliance with the provisions of Article 1, paragraph 545 of the Law;

5.1.9. not repeatedly cancel the sale of the same Ticket without a valid reason;

5.1.10. not use the Platform in an unlawful, fraudulent or offensive manner, or in a manner harmful to the reputation and honour of Ticketoo and of the other Users or of third parties;

5.1.11. not engage in any type of conduct, action or behaviour potentially capable of impairing in any way the operation of the Platform and access to it by Users.

5.2. In the event of the User's breach of even just one of the commitments referred to in this article (5.1.), Ticketoo reserves the right to immediately suspend access to the Account – and, therefore, the use thereof – for the period of time necessary to carry out internal verifications and investigations, or those requested by the competent authorities. The suspension will be communicated to the User by e-mail, with an indication of the reason. The suspension of the Account may last up to 60 (sixty) days, without prejudice to any extension necessary for the competent authorities to carry out such verifications and investigations. The User acknowledges and, to the extent necessary, accepts that Ticketoo is required to share with the authorities responsible for carrying out verifications and investigations any data or information relating to access to the Platform, to the use thereof and to the uploading of Illegal Content relating to the User (such as, by way of example and not limitation, user agent and IP addresses).

5.3. Without prejudice to the provisions of the preceding Article 5.2, Ticketoo reserves – following the verifications and investigations carried out – the right to proceed with the permanent cancellation of the User's Account from the Platform:

• in the event of breach of Articles 5.1.6. (uploading of false or counterfeit Tickets on the Platform) and/or 5.1.7. (uploading on the Platform of Tickets of which actual ownership is not held or that are the subject of a prior sale to third parties on the Platform);

• in the event of repeated breach, for a number equal to 3 (three) times, of Articles 5.1.8. (uploading on the Platform of Tickets at a price higher than the Maximum Price for commercial purposes) and/or 5.1.9. (repeated cancellation of the sale of the same Ticket without a valid reason);

• in the event of an Account that remains unused for a continuous period of at least 1 (one) year.

5.3.1. Before proceeding with the cancellation of the Account, Ticketoo will send a communication by e-mail to the User stating the reasons for the cancellation.

5.4. For the maximum duration provided for by applicable law, in the event of the User's breach of even just one of the commitments referred to in the preceding Article 5.1., the User undertakes to indemnify and hold Ticketoo harmless from any adverse consequence (such as, for example, damages and claims for compensation or indemnification) that may arise, either directly or indirectly, from claims by third parties (including, but not limited to, Users) by reason of, or in any case connected with, such breach.

6. Uploading of Tickets

6.1. After clicking on "Sell Ticket", the User who intends to sell one or more Tickets must:

• choose the Event to which the Ticket(s) refer from a list of Events already present on the Platform or, where the Event is not present in the list, enter a new Event following the instructions provided by the Platform itself;

• indicate the details of its listing ("Listing"): (i) the quantity of Tickets to be uploaded; (ii) whether the Ticket(s) is/are personal (name-bound) or not; (iii) whether specific requirements are necessary in order to proceed with the Purchase, such as holding the so-called "Fan Card" ("Tessera del Tifoso") to access the Event;

• upload the Ticket(s) exclusively in digital format in accordance with the methods indicated on the Platform (with the express exclusion of photographs or scans of the Ticket(s));

• specify further details relating to the Ticket(s) (e.g. sector, row, seat, price, additional information). It is clarified that what is indicated in the free-text field relating to additional information must comply with the provisions of these Terms and Conditions of Service (including the commitments set out in Article 5.1.) and falls within the exclusive responsibility of the Seller;

6.2. Following the User's entry of the Maximum Price, under the terms of the preceding Article 5.1.8., the Platform will indicate to the User a suggested price, lower than or equal to the Maximum Price, determined (by way of mere example) on the basis of the prices chosen by other Users, the availability of the primary market and the number of Tickets available on the Platform for the same Event. The User may choose, at its discretion, whether to accept the suggested price. The User in fact retains the right to freely choose the sale price of the Ticket, provided that it is never higher than the Maximum Price indicated by it during uploading (or, in some cases, indicated automatically by the Platform on the basis of the information available regarding the face value of the Ticket) ("Sale Price").

6.3. Upon completion of the uploading procedure, the Seller must enter its mobile phone number in order to receive a message on "WhatsApp" in the event of a Sale of the Ticket(s) and may choose between Sale in public mode, whereby all Users will be able to view the Ticket(s), or Sale in private mode, whereby only Users in possession of the link relating to the Listing will be able to view the Ticket(s) and proceed with the Purchase. In particular, the Sale in private mode allows the Seller and the Buyer – found independently by the Seller – to benefit from the guarantees provided by Ticketoo for purchases made through the Platform (see, in this regard, the provisions of the following Articles 9 and 11.3.).

6.4. By reason of the fact that the resale of Tickets for Events is permitted – pursuant to Article 1, paragraph 545 of the Law – only if carried out by natural persons on an occasional basis and without commercial purposes, the Seller is permitted to upload on the Platform a maximum of 8 (eight) Tickets for the same Event. Likewise, the Buyer (natural person) may purchase a maximum of 8 (eight) Tickets for the same Event.

6.5. Also at this stage, the Seller may choose whether to opt for the "Boost Annuncio" (Listing Boost) option, which allows its Listing to be highlighted on the Platform for an unlimited period ("Featured Tickets"). The "Boost Annuncio" (Listing Boost) feature can be selected only for Events in which at least 20 listings are available (so-called "Main Events") and after having completed the uploading procedure and chosen the sale mode (public or private). By selecting the "Boost Annuncio" (Listing Boost) option, the Seller agrees to pay Ticketoo – as consideration – an increased Commission equal to 15% of the Sale Price (VAT included) for each ticket sold included in the Listing (instead of 5%). Users of the Platform will be able to purchase the Featured Tickets by paying Ticketoo a reduced commission equal to 5% of the Sale Price (VAT included) (instead of 10%). It is understood that the increased Commission will be charged to the Seller only in the event that the Tickets promoted through the "Boost Annuncio" (Listing Boost) feature are actually purchased by Users of the Platform. Ticketoo, in fact, does not in any way guarantee that the Featured Tickets are actually sold on the Platform. With reference to each Main Event, the "Boost Annuncio" (Listing Boost) option may be selected only for 20% of the listings; therefore, as soon as that threshold is reached, the "Boost Annuncio" (Listing Boost) option will no longer be selectable. Sellers may in any case continue to sell Tickets for that Main Event on the Platform through the traditional methods.

6.6. Finally, at the end of the uploading procedure, the Platform generates a link relating to the uploaded Ticket(s) which the User may share on its social media.

7. Purchase Procedure

7.1. The User who intends to proceed with the Purchase must:

7.1.1. click on the "Buy tickets" button provided on the Platform;

7.1.2. select the Ticket of interest to it;

7.1.3. enter the Personal Data requested for invoicing purposes (e.g. first name, surname, country, city, province, address, postal code, tax code); and, in the case of a personal (name-bound) Ticket, the first name and surname of the person who will make use of the Ticket;

7.1.4. proceed with payment of the total price, equal to the sum of (i) the Sale Price, (ii) the cost for the name change (as defined in the following Article 7.4.) exclusively in the case of a personal (name-bound) Ticket; (iii) Ticketoo's Commission (see, in this regard, Article 11); and (iv) the transaction costs of the Payment Processor ("Total Price").

7.2. The Buyer will receive an e-mail confirming the purchase order ("Purchase Order") from Ticketoo which, at the same time, will inform the Seller of the Purchase Order of a Ticket uploaded by it via e-mail and at the mobile phone number indicated ("Purchase Order Notice").

7.3. Starting from the Purchase Order Notice, the Seller has 6 (six) hours to confirm or cancel the Purchase Order from its personal area on the Platform ("Purchase Order Confirmation" or "Purchase Order Cancellation").

7.4. Where the Seller proceeds with the Purchase Order Confirmation and the Ticket is personal (name-bound), the Seller must change the first name and surname shown on the Ticket to those indicated by the Buyer in the Purchase Order on the official reseller's website, following the latter's terms and conditions and bearing the related costs ("Name Change") and, subsequently, re-upload the Ticket on the Platform, in compliance with the provisions of Article 1, paragraph 545-bis of the Law. The cost incurred by the Seller for the Name Change is included, pursuant to Article 7.1.4., in the Total Price paid by the Buyer and will be reimbursed by Ticketoo to the Seller.

7.5. Once the Purchase Order has been confirmed by the Seller, the sale and purchase shall be deemed automatically perfected without the need for further confirmation by the Buyer, who will receive a specific communication by e-mail ("Conclusion of the Sale and Purchase"). In the event of problems relating to the validity of the Ticket, the Buyer may file a complaint in accordance with the methods provided for in Article 12.1.

7.6. Should Tickets for an Event not be available on the Platform, the User interested in the purchase may request to receive a notification as soon as one or more Tickets for the Event of interest are uploaded on the Platform. In such a case, the User has the possibility to choose whether to receive a "standard" notification or a "premium" notification ("Premium Notification"), which allows it to receive a notification before the others. In particular, if the User decides to activate the Premium Notification option, it will receive in advance (i.e., approximately 7 minutes before the users who have activated "standard" notifications) the notice regarding the availability of Tickets for the Event of interest uploaded on the Platform. The activation of this preferential channel – selectable for each individual Event – involves a cost that varies according to the number of Tickets of interest, without prejudice to the purchase limits provided for in Article 6.4.. In particular, the User who chooses to activate the Premium Notification must pay Ticketoo € 3.49 for notifications relating to a maximum of two Tickets. In the event of activation of the Premium Notification option for a greater number of Tickets (e.g. up to 4 tickets), the consideration of € 3.49 is increased proportionally (e.g. € 6.98 to receive the Premium Notification for up to 4 tickets). Ticketoo reserves the right to amend the prices of this service, upon prior communication to Users. The cost of the service is non-refundable; however, in the event of failure to purchase the Tickets for the Event of interest, the cost incurred for the activation of the Premium Notification will be credited to the User for future purchases on the Platform. With reference to each Event, the "Premium Notification" option may be selected only by a maximum of 500 Users; therefore, as soon as that threshold is reached, the "Premium Notification" option will no longer be selectable. Users may in any case request to receive a "standard" notification. If the User requests to receive a "standard" notification, it will be notified of the uploading on the Platform of the Tickets for the Event of interest, once the advance-notice period reserved for Users who have activated the Premium Notification has elapsed. The activation of "standard" notifications involves no cost for Users and can be activated for each individual Event available on the Platform.

8. Buyer's Withdrawal from the Sale and Purchase

8.1. Exclusively in the event that the Event takes place within the 24 (twenty-four) hours following the Purchase Order, the Buyer may exercise the right of withdrawal up to 3 (three) hours before the start of the Event, in the absence of a prior Purchase Order Confirmation by the Seller.

8.2. It is understood that, in the event of the Buyer's withdrawal, the Ticket will return to the full ownership of the Seller, who will have no right to any compensation.

9. Refund to the Buyer

9.1. The Buyer has the right to a refund of the Total Price, within the technical timeframes strictly necessary for the reversal of the payment, which depend on the Payment Processor itself, in the event of:

9.1.1. failure to perfect the Conclusion of the Sale and Purchase, in the cases of: (i) Purchase Order Cancellation by the Seller, pursuant to the preceding Article 7.3., and (ii) withdrawal by the Buyer pursuant to Article 8.1.;

9.1.2. conclusion of the complaint procedure in favour of the Buyer.

9.2. Exclusively in the case of a refund referred to in Article 9.1.2., Ticketoo will have the right to request the Seller to pay a penalty, pursuant to Article 1382 of the Italian Civil Code, equal to Euro 5 (five) for the direct damage suffered by Ticketoo for having borne the refund of the transaction costs of the Payment Processor and the costs of managing the refund itself, without prejudice to any greater damage. The amount of the penalty is in addition to the sum that is withdrawn from the Seller and refunded to the Buyer.

9.3. In the event of cancellation of the Event, the Seller is required to refund to the Buyer solely the Sale Price paid, within 14 (fourteen) days of receipt of the refund issued in favour of the Seller by the organiser of the Event or by the official reseller of the Ticket, it being understood that the further costs indicated in Article 7.1.4 (ii), (iii) and (iv) will not be subject to refund by the Seller in favour of the Buyer.

10. Ticketoo's Commitment

10.1. Ticketoo undertakes to (i) allow the use of the Platform in a manner compliant with the objective and subjective requirements provided for by Articles 135-octies et seq. of the Consumer Code; and (ii) update the Platform and the services provided through it, in order to maintain its compliance pursuant to point (i) above, upon communication to Users regarding such updates and the related installation instructions, highlighting any consequences in the event of failure by Users to install the updates within a reasonable period.

10.2. The compliance referred to in the preceding Article 10.1. is guaranteed for the duration of the Agreement referred to in Article 13.

10.3. In the event of a lack of conformity, the User must inform Ticketoo in writing, as provided for in Article 16, providing all information suitable for describing the defect found. The action aimed at asserting defects not maliciously concealed by Ticketoo is time-barred within 26 (twenty-six) months of the last use of the Platform or of the services by the User concerned.

10.4. The User undertakes to cooperate with Ticketoo, as far as reasonably possible and necessary in order to ascertain whether the cause of the lack of conformity of the Platform lies in the User's digital environment, and within the limits of the technically available means that are least intrusive for the User. In the event of the User's breach of this obligation, and within the limits of what is indicated in Article 1.5., the User acknowledges that the burden of proof regarding the existence of the lack of conformity will rest exclusively with it.

10.5. In the event of a lack of conformity, the User firstly has the right to request the restoration of conformity without expense or inconvenience and within a reasonable period. In the event that: (i) the restoration of conformity is impossible or excessively onerous, (ii) Ticketoo fails to carry out the restoration and/or declares that it does not wish to do so, (iii) despite Ticketoo's attempts at restoration, the lack of conformity persists or recurs, or (iv) the lack of conformity is so serious as to justify the immediate termination of the Agreement; the User has the right to termination of the Agreement.

11. Ticketoo's Commission

11.1. For the services offered through the Platform, Ticketoo is entitled to a consideration determined as a percentage of the Total Price ("Commission"), calculated as follows:

• Commissions payable by Buyers: equal to 10% of the Sale Price (VAT included) with a maximum of € 100 and a minimum of € 4. The Commission will be reduced to 5% of the Sale Price (VAT included), in cases where the purchased Tickets have been uploaded on the Platform by a Seller who has selected the "Boost Annuncio" (Listing Boost) option (see, in this regard, the provisions of Article 6.5.).

• Commissions payable by Sellers: equal to 5% of the Sale Price (VAT included) for each Ticket sold. The Commission may be increased to 10% of the Sale Price (VAT included), in cases where the Seller manages to sell a Ticket through the "Boost Annuncio" (Listing Boost) feature (see, in this regard, the provisions of Article 6.5.).

11.2. The Commission is paid by the User to Ticketoo through the Payment Processor, at the time of perfection of the Sale and Purchase.

11.3. The payment of the Commission allows Ticketoo to offer an ethical service compliant with the Law as well as to ensure Users forms of guarantee for purchases made through the Platform (so-called "Ticket Protection"). In this regard, Ticketoo guarantees its Users: (i) that the Tickets purchased on the Platform are original and valid for entry, through an automated system that operates until the day of the Event; (ii) the right to a refund under the terms and conditions provided for in Article 9; and (iii) the possibility of concluding the Sale and Purchase through an accredited Payment Processor.

11.4. Ticketoo undertakes to send the User the fiscal-accounting documentation relating to the payment on a bimonthly/quarterly basis, concerning the Commissions paid in such reference period.

12. Submission of Complaints and Internal Procedure for the Handling of Complaints

12.1. Complaints may be submitted by users by writing to the e-mail address [email protected] or through the live-chat service available on the Platform. Ticketoo's support service is available from 9 a.m. to 6 p.m., Monday to Friday.

12.2. Before submitting a complaint, Users are invited to consult the FAQs present on the platform and accessible through the following link: https://help.ticketoo.it/it/.

12.3. The Buyer is given the possibility to submit a complaint within 48 hours from the day of the Event.

12.4. Complaints submitted by Users are analysed and resolved by Ticketoo according to their nature. The internal procedure followed for the handling of the main cases of complaint received is set out below:

• Seller's error in the ticket information – if a complaint concerns incorrect information on the Tickets (e.g. sector, date or details that do not match the final ticket), the internal procedure provides for the following steps: (i) verification of the complaint: Ticketoo verifies the Buyer's report to confirm the error in the description; (ii) full refund: if the complaint proves to be well-founded, Ticketoo fully refunds the sum paid by the Buyer; (iii) notification to the seller: the Seller is informed of the refund made due to the discrepancy between the ticket described in the listing and the one actually purchased.

• Ticket invalid on the day of the Event – if a ticket proves to be invalid on the day of the Event, Ticketoo follows the following procedure to ensure fairness and transparency: (i) ticket check: Ticketoo verifies the authenticity and correctness of the ticket, including the information relating to the date and details of the Event; (ii) request for explanations and evidence from the Buyer: Ticketoo asks the Buyer to describe what happened and to provide evidence (e.g. photos, documents, etc.) in support of the complaint; (iii) contact with the Seller: once all the necessary information has been obtained, Ticketoo contacts the seller for clarification; (iv) refund to the Buyer in the event of confirmation of the problem: if, after the check, the problem proves to be confirmed, Ticketoo fully refunds the sum paid by the Buyer.

13. Term and Withdrawal from the Platform, Termination and Effects of Termination of the Agreement

13.1. The Agreement produces its effects from the date of execution until the cancellation of the Account by the User or by Ticketoo, without prejudice to the provisions set out below.

13.2. The User may withdraw from the Agreement by exercising the right of withdrawal provided for by Article 52 of the Consumer Code within 14 (fourteen) days of the date of execution of the Agreement. In such a case the User will not be required to provide any reason, nor will it have to bear any additional costs.

13.3. Each party has the right to withdraw from this Agreement, by means of a written communication containing the explicit declaration of the intention to withdraw from the Agreement, in compliance with the following terms and conditions with 15 (fifteen) days' notice.

13.4. Without prejudice to any further right provided for by law or by this Agreement, Ticketoo has the right to terminate the Agreement, by means of a written communication addressed to the User, containing the declaration of its intention to avail itself of this express termination clause, with immediate effect in the event of repeated breach, or with reasonable notice in the event of a single breach, by the User of one of the following articles: 5 (Users' Commitments) and 14 (IP Rights).

13.5. Immediately following the termination of the Agreement, for any cause whatsoever, the User will no longer be able to access the Platform and must refrain from using Ticketoo's IP Rights (as defined in the following Article 14).

13.6. The Tickets uploaded on the Platform by the User before the termination of the Agreement and remaining unsold will be removed from the Platform without the User having the right to any refund from Ticketoo.

13.7. The User acknowledges that the rights relating to the Personal Data collected by Ticketoo provided for by the Privacy Policy, which Ticketoo invites the User to consult, remain unaffected.

13.8. Ticketoo reserves the right to cancel any Account that remains unused for a continuous period of at least 1 (one) year, upon communication by e-mail to the User holding the relevant Account.

14. IP Rights of the Platform

14.1. Users acknowledge that the intellectual and industrial property rights of the Platform ("IP Rights") are the exclusive property and/or in the full availability of Ticketoo.

14.2. Users therefore undertake, for the entire duration of the Agreement, or even subsequently, directly or indirectly, to:

• use the IP Rights of the Platform solely for the performance of what is provided for in the Terms and Conditions of Service and in accordance with the obligations undertaken herein;

• use the utmost diligence to prevent third parties, including other Users, from carrying out actions and/or acts that may affect or limit the validity or the possibility of using the IP Rights of the Platform;

• not copy, modify or carry out reverse engineering operations on the Platform and the connected IP Rights;

• not harm and/or weaken in any way Ticketoo's IP Rights.

14.3. Users undertake to immediately communicate to Ticketoo in writing any act or fact of third parties (including other Users) harmful to, or even merely potentially prejudicial to, the IP Rights of the Platform.

15. Amendments

15.1. In the event of amendment of this Agreement, the User acknowledges and agrees that:

• should the amendment concern solely the technical operation of the Platform (e.g. methods of entering data, of access, of uploading Tickets), it will become immediately effective between the parties, without the User being able to raise any objection, acknowledging Ticketoo's power to update or improve the functions of the Platform at any time;

• should the amendment be required, on pain of nullity or invalidity of one or more provisions of the Agreement, by reforms of the applicable laws and regulations, or be aimed at protecting Users from fraud, malware, spam, data breaches or IT security risks, it will become immediately effective between the parties, without the User being able to raise any objection;

• in all other cases, the amendment proposed by Ticketoo will become effective only following the lapse of a period of 15 (fifteen) days (or longer if necessary to allow Users to make technical or commercial adjustments to comply with the amendments) from the communication by Ticketoo by e-mail, without prejudice to the User's right to withdraw, to be exercised within the same period, by e-mail, without any charge and/or penalty being borne by it.

15.2. It is the User's responsibility to check from time to time the version in force of these Terms and Conditions of Service, which will be published and accessible at all times on the Platform.

16. Communications

16.1. Any communication addressed by Ticketoo must be made in writing, by PEC (certified e-mail) or registered letter with return receipt, and will be deemed effectively and validly carried out upon receipt thereof, provided that it is addressed as follows: Ticketoo S.r.l., Via Oslavia No. 39/B, Rome (RM), 00195, e-mail address: [email protected], PEC: [email protected].

17. Arbitration Clause

17.1. In the event that the Buyer initiates a complaint procedure, referred to in Article 12, Ticketoo will summon the Seller and Buyer to participate in a moderated chat discussion during which Ticketoo will act as an impartial third party, assessing the situation according to equity.

17.2. The right of Users to bring proceedings before the competent judicial authority remains unaffected.

18. Applicable Law and Exclusive Jurisdiction

18.1. For anything not regulated by the Agreement, Italian law applies.

18.2. For any dispute relating to the Agreement, including its performance, interpretation and/or termination on any ground, the Court of the User's domicile has exclusive jurisdiction, without prejudice to the possibility for the User to choose to bring proceedings before the Court of Rome.

18.3. Ticketoo reminds Users that, pursuant to Article 14 of Regulation (EU) 524/2013, and without any obligation in the cases provided for by the national legislation applicable from time to time, the User may find all the useful information for accessing the online dispute resolution mechanisms (so-called ODR) at the following link.

19. Miscellaneous

19.1. (Survival) If one or more provisions, or portions thereof, of the Agreement are by law or by judicial measure declared invalid, illegal or otherwise unenforceable, in whole or in part, the remaining provisions, or portions thereof, shall in any case remain binding and enforceable by and between the parties. In any case, the parties undertake to agree in good faith on the introduction of an alternative provision as similar and compatible as possible with the one found to be invalid, illegal or unenforceable.

19.2. (Forbearance) The delayed, failed or partial exercise of any right provided for by the Agreement, or the tolerance of a breach by the other party, will not in any way prejudice the party holding such right, or suffering such breach, unless it has expressly waived it in writing.

19.3. (Assignment) Ticketoo may validly assign or transfer to third parties, in whole or in part, on any ground or for any reason, the Agreement or any right or obligation arising therefrom, without the prior consent of the Users being necessary.

19.4. (Assignment to third parties) Users may not assign or transfer to third parties the Agreement, nor the obligations or rights arising therefrom.