Terms of Use of the Site

General Conditions of Use

I. Introduction

This document contains the general terms of use (the "Terms of Use") of the "YouLounge" site (the "Site" or the "Portal") which must be followed by all subjects (Users / User) who intend to browse on the pages of the Site and / or make use of the services accessible from it. This version of the Terms of Use is n. 2/2022.

The Site is made available by Banco BPM Spa Group with registered office in P.za Meda 4, 20121 Milan, P.I. 09722490969, through its partner company Export Entreprises SA doing business as eexpand, with registered office in 1, rue de Stockholm 75008 Paris, France (respectively "The Bank" and "EE") which carries out and distributes the technological activities and manages the infrastructures connected with the use of YouLounge (such as, by way of example but not limited to: the management and maintenance of the Portal and related applications, technical assistance to customers connected to navigation within the Portal, etc.), in addition to performing the function of Community Manager as it builds, develops and manages the YouLounge online community.

Anyone accessing the Site is required to carefully examine the Terms of Use and to print and keep a copy of them.

Browsing the Site implies acceptance, by the User and any other persons designated by the same to access the Site on his behalf, of the Terms of Use. If a User does not intend to accept the Terms of Use, he must refrain from browsing the pages of the Site. The Terms of Use may be modified or updated, in whole or in part, by Banco BPM Group and / or by EE at any time, without notice of these circumstances being given to Users and without prejudice to the latter's duty to view them periodically before accessing the contents of the Site.

II. Access to the Site

Access to YouLounge can take place through the Remote Banking service called "YouBusiness Web" offered by the Bank which therefore constitutes an essential technical condition and prerequisite. Access after the first can also take place through direct access (also called "light connection") to the YouLounge service directly from the Web (URL https://tradeworld.bancobpm.it/it/). Direct access can be created by the Master user via YouBusiness Web for himself or for his collaborators with a special "invitation" from the YouLounge platform. Collaborators must follow the instructions sent by e-mail from EE for the "Access Management Tool" in YouLounge and enter the information required for identification (login credentials). If this information is incorrect, incomplete or out of date, access to the website may be denied or suspended.

The access credentials are personal and confidential and the Users undertake to keep them confidential and not to disclose them to third parties in any form or for any reason as well as to inform Banco BPM Group or EE of any use by unauthorized third parties.

It is possible to access the Site and consult it 7 days a week and 24 hours a day, with the exception of periods of time in which updating or maintenance operations are carried out or in the event of problems attributable to data traffic providers. With reference to any requests for the provision of services and information through the Site by parties designated by the User, by accessing the Site these parties acknowledge and declare that they are contractually authorized to represent the User. Notwithstanding the foregoing, each User expressly acknowledges that Banco BPM Group or EE may, at any time and without notice, interrupt access to the Site with the consequence that the User will no longer be able to use the services provided therein.

III. Site content

The Site makes available a series of information relating to Italian and foreign companies that intend to be the subject of B2B commercial exchanges with Italian and / or foreign counterparties, including those belonging to countries located outside the European Union or the Economic European Area.

The YouLounge platform is connected to the "Trade Club Alliance", the "business community" in partnership with leading International Banks (hereinafter "Partners" or "Partner Banks") for which the Bank has signed a collaboration agreement with Banco Santander S.A. to offer its customers a global virtual environment for sharing B2B opportunities in countries where there are other leading international partner banks connected to the Alliance.

The salient contents of YouLounge are the following:

• the business card which, properly filled in the proposed fields by the client company, describes it and highlights its main commercial characteristics. The various business cards on the Platform are the tool through which the Community Manager offers the possibility of B2B contacts not only in YouLounge but also with the customers of the Partners ("Members"), through matching algorithms or targeted commercial initiatives, also through e-mail, fax, sms, mms or other IT / digital tools.

• the suggested “matchmaking”, i.e. connections between two User companies that suggest a potential interest in deepening their respective activities. They can be generated automatically by an algorithm or manually by the Community Manager and / or by the Bank, which based on the needs and information indicated in the business card and on the company web page or communicated directly by the customer to the Bank, selects possible counterparties and suggests them to Users.

• messages deriving from exchanges accepted by the customers of the Partner Banks, for which a direct relationship exists.

• the possibility for Client companies to publish requests for offers (the so-called "Opportunities") on the Site and to read and respond to Opportunities published by other Users.

• the possibility to receive invitations and information messages from the Bank or EE, including via e-mail, fax, sms, mms or other IT / digital tools.

• notifications: they are warning messages sent to a registered user when a new event potentially of interest to his company takes place (new message, new Opportunity, new matchmaking from the community manager, etc.). These alerts are sent by e-mail to all registered users; users can decide to receive such notifications on their mobile phone by registering on "My mobile notifications" page within their user account section. This service is for free and users can disable it at any time directly from their account.

IV. The responsibility of Banco BPM Group and EE for the contents of the Site

The contents of YouLounge are the sum of editorial contents (the texts of the pages and other contents published on the Site by the Bank or EE) and contents generated by Users (Business Card data, User messages, Opportunities and any other type of content published on the Site by Users or communication of / between Users).

To use YouLounge, the Customer completes an electronic form on the Portal, so-called business card with the company's data, which he claims to be true, accurate, current and complete. The Customer undertakes to promptly maintain and update the data contained in his company’s business card.

The Client is solely responsible for all activities relating to the Opportunities he publishes or to which he responds. The Bank and / or EE are not responsible for the misuse or misappropriation of any Opportunity that a user has posted on YouLounge. The Bank assumes no liability or obligation for any part of any business originated. The Bank reserves the right to refuse, modify or delete any Opportunity posted by a user in its sole discretion, which does not meet the purpose of the Site or which violates the Terms of Use or which may be otherwise illegal.

The Bank and / or EE are not responsible for the contents uploaded, published or transmitted by the Client through the Portal.

The Bank and / or EE are not responsible for any improper use or improper appropriation of the content uploaded to the Portal by the Customer.

The information uploaded to the Portal or transmitted to the Customer by the Bank and / or EE does not constitute an offer or solicitation to enter into a contract or a binding commitment, nor does it represent suggestions or indications for the implementation of international activities by the Customer. The information is not intended to be taken as professional advice and does not take into account the individual needs of the Customer or User.

Any responsibility of the Bank for the commercial reliability of the Platform Members and for the quality and / or adequacy of the products and services offered by the Members is excluded. Furthermore, the Bank is in no way responsible for the realization or not of the B2B commercial transactions undertaken by the Members, as well as for their economic conclusion. It is the sole responsibility of each company to analyze its commercial counterpart in accordance with normal business practices.

Any liability of the Bank is excluded for any inaccuracies, incompleteness, errors or omissions in the information provided within YouLounge as well as for any losses (including cases of loss of contracts, customers or similar), damages or expenses (including those legal) and lost earnings, of any kind, deriving from, or attributable to the contents of the Site, as well as for violations of IT security relating to the Portal management servers, managed by EE.

Although the information on the Site is updated, its content should not be considered either exhaustive or complete. The material contained on the Site is to be considered "on as is basis", with the consequence that it may prove to be inadequate and / or suitable for specific purposes and interests pursued by the User.

The Site may also contain links linked to websites owned by third parties. In this case, the hypertext links will only have the function of facilitating the navigation of Users, without there being any relationship between the content of the Site and that present in the third site, which therefore remains totally extraneous to the Bank's and / or EE sphere of action.

Furthermore, the presence of such links must in no way be understood as a signal, nor as a recommendation to visit the websites linked to them by the Bank and / or EE. On this point, it should be noted that the Bank and / or EE do not control these websites or the information contained therein, with the consequence that they cannot be held responsible in any way for the relative contents and / or rules adopted by them or for the truthfulness, correctness and adequacy of the materials and / or information present on the same sites.

Any liability of the Bank and / or EE for direct or indirect damages suffered by the Customer as a consequence of the inaccessibility to the services on the Portal or from any damage caused by viruses, damaged files, errors, omissions, service interruptions, content cancellations, problems connected to the network, to providers or to telephone and / or telematic connections, to unauthorized access, to alteration of data is also excluded.

The Bank, through the Community Manager:

• has the ambition but not the responsibility to create a virtual environment in which Alliance Members maintain minimum eligibility requirements;

• reserves the right to remove / add / modify the information present on the Portal, such as, by way of example, the data of the business cards and the contents of the messages and also has the right to limit the exchange of messages and interactions between Members;

• reserves the right to monitor any content uploaded by Members to the Portal, including that of Customer messages and / or Customer communications to the Community Manager. Each Member guarantees the Community Manager the full right to use such content;

• has the right to verify the content of messages exchanged between customers, before they are delivered to the recipient, and to accept or refuse their sending;

• has the right, but not the obligation, to monitor any differences between the members;

• has the right to limit, suspend or close the profiles of Members when it deems necessary, if the minimum requirements considered essential by the Bank for eligibility are not maintained.

• The Bank has no responsibility for the deletion or failure to store messages or other communications or other content maintained or transmitted by the Trade Club.

V. Industrial and / or intellectual property rights

All the contents of the Site are protected and safeguarded by the current rules on copyright and intellectual property. By way of example and not exhaustive, the content of the Site must be understood as, among other things, texts, images, photographs, videos, databases, graphics and tables, any graphic and / or text representation in general, methods, processes, functions and software used for the operation of the Portal.

It is therefore not permitted to copy and / or reproduce, in whole or in part, temporarily or permanently and in any way or form, the content of the Portal nor, at the same time, be spread through communication channels such as the Internet, television or radio systems, or of any other nature, without the express written authorization of the Bank and / or EE.

Users undertake to use the data and information obtained through the Site exclusively for their own internal needs, and not to communicate them to third parties, either against payment or free of charge, or to market them directly or indirectly. Failure to comply with this condition will give rise to the cancellation of the User's account and identification name, without prejudice to any legal actions that Banco BPM Group and / or EE could take to obtain compensation for damages from the person who committed the violation.

At the same time, all trademarks, domain names, company names, companies and signs on the Site are owned by Banco BPM Group and / or EE or, in any case, third parties with whom the Bank and / or EE have collaborative relationships for various reasons, and, therefore, protected by the current legislation on distinctive signs. Therefore, it is absolutely forbidden to reproduce it in any form or manner without the express authorization of the bank and / or EE and / or its owner, just as it is also forbidden to register the name "YouLounge-The Trade Club” or “YouLounge" for short, under any top-level domain.

Finally, it is absolutely forbidden to use all the distinctive signs present on the Site as metatags, i.e. as html language commands which, while not involving the display or formatting of a certain command, in any case provide instructions to electronic agents or search engines to increase the availability of a site other than the Site.

VI. Obligations of the Users of the Site

Anyone who accesses the Site implicitly declares to be of age and undertakes to:

• (a) not to use the Site and the material contained therein for unlawful purposes, contrary to current laws and / or, in any case, in violation of the rights of third parties;

• (b) to behave diligently and in good faith while browsing the Site and during its use;

• (c) use the Site only to benefit from the related services pursuant to the Terms of Use;

• (d) not interact with the Site by claiming to be acting in the name and on behalf of a third party, where it has no authority to bind the latter.

Furthermore, anyone who accesses the Site undertakes not to use the Site - or not to allow any third party to use the Site - in order to:

• (a) alter, violate, disable or destroy the protections on the Site or test their vulnerability;

• (b) interfere in any way with the navigation on the Site or with the enjoyment of the services offered by Banco BPM Group and / or EE by the Users by making, by way of example but not limited to, attempts to overload the system, the Site itself or by inserting viruses;

• (c) access the services offered by Banco BPM Group and / or EE from a platform other than the home page of the Site, without prejudice to any direct access, as described above;

• (d) try to circumvent the security measures of the Site or violate the network on which the latter is present, by accessing, inter alia, data not expressly intended for the Users themselves or by probing the security of other networks (for example through "port scanning");

• (e) carry out any form of network monitoring that intercepts data not expressly intended for the individual User;

• (f) send unsolicited e-mails, including "junk mail" or other advertising materials to people who have not expressly requested them. Specifically, Users are expressly prohibited from sending large quantities of unsolicited mail messages ("bulk mail") in bulk, including messages relating to commercial advertisements, promotional or informative announcements and political or religious censuses;

• (g) send or receive information and / or content: that is technically harmful (including, but not limited to, computer viruses, logic bombs, Trojans, worms, harmful components, corrupted data or other malicious software) ; that may cause disturbance, accidents or unjustified disturbances; which are capable of intercepting or attempting to intercept communications transmitted through telecommunications systems; that have the intent to undertake any fraudulent purpose;

• (h) transmit information and / or illegal content (by way of example but not limited to: abusive, defamatory, invasive of others' privacy), harassing, offensive, obscene, racial, ethnic, religious, political or otherwise objectionable, threatening or harmful of any type or nature, or which may induce criminal or civil unlawful conduct or which in any case violates the applicable primary or secondary, national or supranational legislation;

• (i) impersonate any person or entity, including, without limitation, an officer of the Bank or a User, or falsely state or otherwise misrepresent your affiliation with a person or entity;

• (j) upload, publish or, in any case, transmit content that you do not have the right to communicate to third parties, either by law or on the basis of contractual agreements or trust relationships, such as, by way of example and not limited to, confidential information o internal to the company and ownership of the same, acquired or disclosed as part of an employment relationship or pursuant to confidentiality agreements;

• (k) upload, publish or, in any case, transmit contents that violate patents, copyrights, intellectual or industrial property rights of third parties;

• (l) engage in stalking or aggressive behavior towards third parties;

• (m) collect or store data relating to other Members;

• (n) copy or transfer parts of the YouLounge site on its own or as an annex to the Trade Club Alliance.

Each User undertakes, should he find and / or become aware of any of the aforementioned circumstances, to communicate it to Banco BPM Group and / or to EE by sending an e-mail via the "Customer Assistance" section available on the home page of the Site.

VII. License and Terms Applicable to User Generated Content

At the time of publication of the Content, the Customer, in exchange for the use of the Platform and the services offered through it, grants the Bank a worldwide license, royalty-free and irrevocable in constant relationship, to publish such Content on YouLounge, which may be shared with the customers of the other Partner Banks and the Partner Banks themselves.

VIII. Linking and Framing

It is in no way allowed to create links to the home page or, even less, to internal and / or accessory pages of the Site (so-called "deep link") or to link or present the content of the Site within another website ( so-called "framing"), without the prior written authorization of the Banco BPM Group and / or EE.

The violation of the provisions of this paragraph configures a conduct that can also be prosecuted from the point of view of unfair competition, governed by current regulations on the subject.

IX. Access to the Site from abroad

Any User who accesses the Site from a country other than Italy must fully comply with these Terms of Use and the laws applicable in Italy and undertakes to use the Website and its content in such a way as not to violate the above laws.

X. Site modifications or additions

Banco BPM Group and / or EE may at any time, in total autonomy and at its own discretion, replace, add, modify and / or supplement the Site and / or the material contained therein as well as the technology used therein. In this regard, the bank and / or EE make it known that such activities could make it temporarily or permanently impossible to access the Site and / or its content.

XI. Invalidity of clauses

Any invalidity or ineffectiveness of a single negotiation agreement does not invalidate, nor will it affect, the other provisions contained in the Conditions of Use.

XII. Communications

Communications relating to the use of the Site must be sent in writing and by registered letter with return receipt to the following addresses:

• Banco BPM Spa Group, Piazza Meda 4, 20121 Milan Italy,

• Export Entreprises, 1, rue de Stockholm F-75008 Paris FRANCE

XIII. Applicable Law – Jurisdiction

The Conditions of Use must be understood as governed exclusively by Italian law.

Any dispute that may arise between the parties in relation to the Conditions of Use, including those relating to their validity, effectiveness, interpretation and execution, will be the exclusive competence of the Court of Milan.