GENERAL CONDITIONS FOR SALE OF PROFESSIONAL TRAINING AND REFRESHER COURSES ISPLORA

1. Relationship between Isplora and Users
These general conditions (“General Conditions”), together with the technical documentation and policies (“Supporting Documentation”) which are and will be made available by Isplora S.r.l. (“Supplier”) ") on its digital platform (“Platform”), govern the access to the multimedia e-learning courses offered by the Supplier (“Courses”). The Courses can only be accessed by users who have registered in the Platform (“Users” and individually “User”) and have obtained from the Supplier the authentication credentials (“Credentials”).

2. Acceptance of the General Conditions
2.1. The use of the Platform and access to the Courses are subject to the User's consent to these General Conditions and to the Supporting Documentation, which the User declares to have read, understood and fully accepted.

2.2. The relationship between the User and the Supplier is established and the purchase procedure of the Courses is completed once the Supplier receives from the Platform a confirmation of the acceptance by the User of these General Conditions and of the successful payment of the Fee (as better defined in Art. 5 below).

2.3. The Supplier, at its discretion and without prior notice to the Users, can, at any time, make changes, additions and/or updates to these General Conditions and to the Supporting Documentation as well as to the offered Courses ("Changes and Updates").

2.4. Unless otherwise agreed by the Supplier, Changes and Updates shall be deemed to be known and shall become effective once they are published on the Platform or otherwise communicated to the Users.

3. IP Rights and Credentials
3.1. The User acknowledges that the Supplier is the sole owner of all economic rights in the Courses and, more in general, in the Platform and in all the materials published therein (such as logos, texts, handouts, videos, etc.) ("Platform Content"). Consequently, the User is expressly forbidden from reproducing, re-editing, sharing and/or transferring, in whole or in part, in any form or manner and for any purpose, the Courses or the Platform Content, without the prior written consent of the Supplier, without prejudice to the User's right to access the acquired Courses within the limits set forth in these General Conditions and in compliance with the provisions of the Supporting Documentation.

3.2. The User acknowledges that the Supplier is the sole owner of all economic rights in the Courses and, more in general, in the Platform and in all the materials published therein (such as logos, texts, handouts, videos, etc.) ("Platform Content"). Consequently, the User is expressly forbidden from reproducing, re-editing, sharing and/or transferring, in whole or in part, in any form or manner and for any purpose, the Courses or the Platform Content, without the prior written consent of the Supplier, without prejudice to the User's right to access the acquired Courses within the limits set forth in these General Conditions and in compliance with the provisions of the Supporting Documentation.

3.3. The Credentials are and will remain an exclusive property of the Supplier that, in the event of termination of the relationship with the User, will be entitled to disable them immediately.

3.4. The Credentials are and will remain an exclusive property of the Supplier that, in the event of termination of the relationship with the User, will be entitled to disable them immediately.

4. Access to the Courses
4.1. The User represents to be aware of, and to accept, the hardware and software requirements prescribed by the Supplier for accessing the Platform and/or the Courses and shall have the exclusive responsibility of adapting and/or upgrading his/her infrastructure (including the connections), even when such adaptation and/or upgrade is due to modifications and upgrades of the Platform.

4.2. The Courses will be held entirely online and their duration, frequency, and programmes are illustrated in the Platform and in the Supporting Documentation. Each User will have access to the Courses acquired 24 hours a day, 7 days a week, except for the Supplier's right to limit access to the Courses for a maximum number of accesses and/or a certain period. The Supplier will also have the right to remove from the Platform, in whole or in part, the Platform Content at any time, at its discretion and without prior notice to the User.

4.3. The Supplier also represents that the supply of the Courses may be suspended, interrupted and/or slowed down and accepts no liability if the User is unable to access any and all Courses, for whatever reason, unless this is due to wilful default or gross negligence by the Supplier. Furthermore, in the event that the Supplier, at its sole discretion, deems it necessary or appropriate to modify the Platform and/or to the methods for accessing to the Courses, the Supplier shall have the right to suspend the access to the Platform and/or the supply of the Courses, giving communication thereof to the User pursuant to Art. 2.4 above.

4.4. Depending on the type of Courses and on the certification and/or accreditation, if any, granted by the professional entities or bodies thereto, the User shall comply with the rules set in the Platform and/or the Supporting Documentation for the supply, attendance and participation at the acquired Courses. In some cases, the User may be required to pass a test for accessing to the next "modules" of the Courses and a final exam to get the relevant certificate. It is agreed that, for each Course, the User will only be entitled to get the professional credits expressly stated in the Supporting Documentation related to the acquired Course and, once such credits are obtained, the User will not be entitled to get any further professional credits for the same Course, even though he/she may still continue to have access thereto as better specified in the Supporting Documentation.

4.5. The User is entitled to access the acquired Courses and carry out the related training and evaluation activities only personally and shall act in compliance with the principle of good faith. Therefore, the User is forbidden from (i) allowing any third parties to access the acquired Courses; and/or (ii) carrying out tests and/or examinations relating to the Courses with the help of any third parties and/or tools for copying or with the support of devices of any kind, which may alter the results of the tests and examinations; and/or (iii) arranging to be replaced by other people in the tests and/or examinations and/or using artifices capable of unduly facilitating the User in getting undue certifications. The User will be solely responsible for any complaints, legal, governmental or administrative claims, losses or damages resulting from violation of these obligations and prohibitions and/or for the User’s and/or other people’s conducts in breach of the principle of good faith and/or illegal.

4.6. The Supplier will use the reasonable endeavours to ensure that the Courses and the Platform Content are prepared, revised and updated with accuracy, completeness, and adequacy, also availing itself of the support and advice offered by qualified professionals: notwithstanding the above, the Supplier does not provide any guarantee that the Courses and/or the Platform Content are free from errors, omissions and/or inaccuracies and, consequently, no liability can be imputed to the Supplier for any direct and/or indirect damage due to access or failure to access the Courses and/or Platform Content by the Users.

5. Fee
5.1. In order to access the Courses, the User must pay the Supplier the sums specified in the Platform and the Supporting Documentation ("Fee") in the amount and according to the instructions set forth therein. The Fee is net of VAT and any other charges established by the law.

5.2. In order to access the Courses, the User must pay the Supplier the sums specified in the Platform and the Supporting Documentation ("Fee") in the amount and according to the instructions set forth therein. The Fee is net of VAT and any other charges established by the law.

6. User’s data
6.1. The User represents to have the right to lawfully use all the information and data ("Data") provided to the Supplier for purchasing the Courses and accessing the Platform and that the Data do not in any way infringe, directly or indirectly, the rights of any third parties. The User is forbidden from providing false Data when purchasing the Courses, accessing the Platform and in any subsequent communications to the Supplier. It is then agreed that the User is and will remain solely responsible for the correct entry of the Data.

6.2. If a suspect exists on the falsity of the Data provided by the User, the Supplier shall have the right to reject and/or suspend the User's registration and/or the User’s access to the Platform and the Courses and/or disable the Credentials.

7. Liability
7.1. The User expressly releases the Supplier from any and all liabilities for direct and indirect damages that the User and/or third parties may suffer with or due to the use of the Platform and/or the the Courses unless it is proved the Supplier’s wilful default or gross negligence.

7.2. In any case, the Supplier shall not be liable for any malfunction of the Platform and/or of the Courses resulting from breakdowns, overloads, interruptions of telephone lines, power or Internet connection, for any conduct attributable to any third parties that may affect the proper working of the Platform and/or of the Courses and/or any fraudulent and/or improper use of credit cards by the User.

7.3. Furthermore, the Supplier shall not be liable for acts of hacking and/or bugs of the Platform and/or failures deriving from events that cannot be reasonably foreseen or objective impediments beyond the direct and immediate control of the Supplier, or events of force majeure such as, but not limited to, earthquakes, fires or floods, wars, riots, acts of terrorism and/or vandalism, strikes, interruptions or suspensions in transport, shortages of raw materials or energy sources and, in more general terms, any other event unforeseeable at the time of acceptance of these General Conditions by the User.

7.4. It is also agreed that the Supplier does not provide any guarantee regarding the correspondence between the contents of the Courses and the training and learning needs of the User, who will retain all the responsibility in this respect.

7.5. For no reason the Supplier’s aggregate liability under or in connection with these General Conditions, whether in contract, tort or otherwise, can exceed the amount of the Fees actually paid by the User for the Courses acquired in one year.

8. Withdrawal
8.1. By acquiring the Courses, the User agrees to access the Courses and the related digital learning content through a non-material support and is aware and expressly agrees that he/she will not be entitled to withdraw therefrom because, having entered into a distance contract where the offered service is fully accessible and useable electronically by the Credentials, the exceptions to the right of withdrawal under Art. 59 letter. o) of Legislative Decree 6 September 2005 n.206 (Consumer Code) shall apply.

8.2 By acquiring the Courses, the User agrees to access the Courses and the related digital learning content through a non-material support and is aware and expressly agrees that he/she will not be entitled to withdraw therefrom because, having entered into a distance contract where the offered service is fully accessible and useable electronically by the Credentials, the exceptions to the right of withdrawal under Art. 59 letter. o) of Legislative Decree 6 September 2005 n.206 (Consumer Code) shall apply.

9. Termination of the General Conditions
9.1. The correct execution of the payment of the Fee and of all the other obligations undertaken by the User hereunder are essential and relevant for the Supplier. In particular, the Supplier shall have the right to terminate forthwith the relationship with the User in accordance with and for the purposes of Article 1456 of the Italian Civil Code, if the User accesses one or more Courses without paying the Fees, as set forth in these General Conditions, or breaches any of the obligations and prohibitions in Articles 3.1, 3.2, 3.4, 4.6 and 6.1 hereof or in the other cases established by the law or by these General Conditions.

9.2. Both parties expressly agree that the Supplier will be entitled to get, as a penalty, a sum equal to the Fee for the acquired Courses for any User’s default to the obligations set forth in Art. 9.1 above, without prejudice to any other rights granted to the Supplier by the law or these General Conditions.

10. Privacy Policy
10.1. Both parties reciprocally acknowledge and guarantee that all data processing operations carried out in execution of these General Conditions will be carried out in accordance with EU Regulation 2016/679 and Legislative Decree 196/2003, as amended by Legislative Decree 101/2018 and subsequent modifications and additions ("Data Protection Law"), as well as in accordance with the Suppliers’ privacy policy that the User declares to have received, and in any case to know and to have accepted.

10.2. The Supplier represents and warrants that:

(i) any data collected for purpose of these General Conditions, directly or indirectly concerning the User, will be considered as personal data and processed in compliance with the provisions of the Data Protection Law;

(ii) the personal data processing may be carried out for administrative, commercial, accounting or other purposes related to and/or required for the conclusion, management, and execution of these General Conditions, as well as for purposes related to the obligations imposed by the applicable law, regulations and/or orders issued by the public authorities.

10.3 If, to achieve the purposes referred to in Art. 10.2(ii) above, it is necessary to disclose personal data to third parties, the said data can be disclosed, by way of example, to the Supplier’s controlling companies, subsidiaries or affiliates, as well as to people, companies, associations or professional bodies assisting and advising the Supplier for any administrative, legal, tax and financial issues, that will act as independent data processor or responsible appointed for this purpose.

10.4 The supply of personal data by the User is mandatory, since it is required for the execution of these General Conditions. Any refusal can make it impossible to stipulate and/or execute these General Conditions.

10.5 The Supplier, in respect of all operations of personal data processing that will be carried out for the supply of the Courses, shall have the qualification of external data processor pursuant to and for the purposes of the provisions of the Data Protection Law and Annex A to these General Conditions, published on the Platform at the URL https://www.isplora.com/us/Terms.

10.6 The User guarantees that the data made available and communicated to the Supplier for the supply of the Courses have been processed and will be made accessible to the Supplier in conformity with the Data Protection Law and, in particular, in relation to such data, the prior expressed, free and informed consent has been correctly given by the interested parties that have correctly received and accepted the Supplier’s privacy policy.

10.7 Each party undertakes to promptly notify the other party of any relevant circumstance, abnormal situation, emergency occurring in the personal data processing and any request or petition received from the data subjects, the Data Protection Authority or any other authority, and to adopt any security measures in line with the provisions of the Data Protection Law in force and to cooperate with the other party and do whatever is required for the carrying out the permitted processing, in order to enable the other party to fully comply with the Data Protection Law.

11. Jurisdiction
11.1 These General Conditions are exclusively subject to and construed in accordance with the Italian laws, with the express exclusion of the provisions of the conflict of laws.

11.2 The parties expressly agree that any disputes arising from or in connection with the access to the Platform, the Courses and/or the Platform Content and, more in general, with these General Conditions and/or their execution, interpretation and termination shall be submitted to the exclusive jurisdiction of the Courts of Milan.

12. Miscellaneous
12.1. If a clause or paragraph or part of a clause of these General Conditions is declared invalid since contrary to a legal provision, all other clauses of these General Conditions shall remain in force and fully effective.

12.2. Failure by any of the parties to enforce any of the provisions of these General Conditions or any of the rights set out herein shall not in any way be considered as a waiver of such provision or right and shall not, in any way, affect the effectiveness of these General Conditions. Failure by any of the parties to enforce a right or power granted by these General Conditions shall not preclude or prevent such party from claiming or exercising in the future the same rights or powers or other rights or powers granted hereby.

12.3. The User may not assign to third parties, in whole or in part, the rights and/or obligations arising from these General Conditions. The User hereby gives his/her consent to the Supplier, in compliance with art. 1407 of the Italian Civil Code, to assign and/or transfer to third parties, in whole or in part, the rights and/or obligations arising herefrom.