1. Subject

1.1 VGen LAB is a crowdsourcing platform (hereinafter "Platform"), conceived and managed by VGen LAB S.r.l. with registered office in Piazzale di Porta Pia, 116 (hereinafter "VGen LAB"), which aims to create a link between students, workers, businesses, institutions and the social fabric of the city through the creation of specific challenge of Open Innovation or related to the issues from time to time chosen by the Partners of VGen LAB.

1.2 The Platform is accessible through the website www.vgen.it exclusively owned by VGen LAB. By registering to the Platform the User declares to have read and accepted these Terms of Services (hereinafter "TOS").

1.3 These TOS regulate the access, use and functions of the Platform and establish how to use the services available through the Platform.

2. Definitions

2.1 For the purposes of these ToS the following terms shall have the following meanings, unless otherwise provided:

• • • “User Account": the account required to access the Platform and use the relevant Services;
  • • “Personal Area": the area of the Platform through which the User can modify his/her personal data, Authentication Credentials or other settings of his/her User Account;
  • • “Challenge": means the invitation to submit proposals or ideas for solving specific challenges on Open Innovation topics or the topics from time to time indicated in the Challenge Rules and promoted by VGen LAB Partners or by VGen LAB;
  • • “Authentication Credentials": username and password created at the time of registration on the Platform, or subsequently modified by the User, which uniquely identify his/her actions on the Platform;
  • • “Device": any device having access to or able to connect to Internet;
  • • “Paper": all documents or other materials (such as, but not limited to, power point presentations, videos, pitches, etc.) uploaded by Users to the Platform as a solution to challenges promoted on the Platform;
  • • “Mentor": means the professionals who, through the Platform, share their skills and experience to help Users in solving challenges;
  • • “Partner": means companies, start-ups, or other legal entities, public or private, which promote or launch a Challenge on the Platform in accordance with the Challenge Rules;
  • • “Platform": is the VGen LAB platform owned by VGen LAB;
  • • “Award": the consideration offered by the Partner or VGen LAB to the winning User of the Challenge. The Rewards, which will be specified in the Rules of the Challenge from time to time applicable, may consist, by way of example and not limited to: (i) money; (ii) internship offers; (iii) products and/or services.
  • • “Challenge Rules": denote, in addition to these TOS, the specific provisions applicable to individual challenges promoted by Partners and/or VGen LAB and stating, inter alia, the conditions of participation in the Challenge promoted by them. The Challenge Rules are legally binding between the Partner and the User. The Partner reserves the right, at its discretion, to cancel, modify or otherwise suspend the Challenge at any time. In such case, the Partner shall not be held liable for the modification, cancellation, or suspension of the Challenge or its Rules without an award of any compensation or remuneration to the Solvers.
  • • “Services": indicates the challenges and all additional services accessible to the User;
  • • "Challenge Summary": the summary section of the Platform that sets out the conditions of participation, Rewards and dead lines specified in the Challenge Rules;
  • • “Solver": the User who participates in the Challenge made available from time to time on the Platform;
  • • “User": is the subject, natural or legal person (e.g. start-up), registered on the Platform.
    
    
    

3. Registration and creation of the User Account

3.1 To access the Platform and use the Services, the User must register and create a User Account to which the Authentication Credentials will be attributed.

3.2 In order to create the User Account the User have to:

• • • acknowledge and accept the Privacy Policy;
  • • enter his/her personal data and other data that the User deems appropriate during registration to complete his/her Personal Area;
  • • accept the TOS.
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3.3 Registration on the Platform is forbidden to people under 18 years of age. By registering on the Platform, the User declares and guarantees, under his/her own responsibility, that he/she is over 18 years of age.

3.4 After the registration, the User, by accessing his/her Personal Area, may:

• • • modify, integrate and correct at any time their information and Authentication Credentials;
  • • partecipare, in qualità di Solver, alle challenge promosse sulla Piattaforma;
  • • interact with Users, Solvers, Mentors and Partners through the methods available from time to time on the Platform;
  • • send any requests for clarification on the Challenge by writing to help@vgen.it or through the other methods available on the Platform.
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3.5 The personal data provided by Users registration and during the use of the Platform's Services will be processed by VGen LAB in accordance with the provisions of Legislative Decree no. 196/2003 ("Privacy Code") and EU Regulation 2016/679, as well as in accordance with the Privacy Policy.

4. Management of authentication credentials

4.1 Authentication Credentials are reserved and unequivocally attribute to the Users and Solvers the actions, acts and facts performed on the Platform. All manifestations of will, acts and facts producing legal and economic effects made by the Users and Solvers on the Platform using their Authentication Credentials shall be unquestionably attributed to them. The latter, therefore, are responsible for the confidentiality of their Authentication Credentials and undertake to use them personally and not to allow any third party to use them.

4.2 The User agrees to immediately notify VGen LAB any unauthorized use of his/her Authentication Credentials and any other fact violating their security.

4.3 VGen LAB shall not be liable for any damages caused by the use of Authentication Credentials by another person, with or without the authorization of the User and regardless of the User's knowledge. In any case, the User shall be liable for any loss and/or damage suffered by VGen LAB and/or third parties due to the use of its Authentication Credentials by another person.

4.4 VGen LAB reserves the right to suspend the User Account and to interrupt the User's access to the Platform in case of repeated input of an incorrect username or password during authentication or in all cases where this is necessary to ensure the security and confidentiality of the User Account against possible unauthorized access.

5. Withdrawal and deactivation of the User Account

5.1 Within 14 days of accepting these ToS, the User may decide to cease using the Platform and Services by expressing their wish to do so by sending an email to recesso@vgen.it.

5.2 The User has the right to deactivate its Personal Area at any time. The deactivation request may be made by the User by sending an email to recesso@vgen.it or by any other means made available on the Platform from time to time.

5.3 After the receipt of the deactivation request or the manifestation of the will to withdraw, VGen LAB will deactivate the Personal Area and the Authentication Credentials of the User.

6. User Commitments

6.1 The User undertakes to use the Platform and the related Services in compliance with these ToS and the applicable laws. The User also undertakes to behave responsibly and to act in compliance with the principles of loyalty, truth and fairness in relations with other Users and with all the subjects with whom he/she interacts on the Platform.

6.2 In any case, when using the Platform and its services, the Users and Solvers are obliged to:

• • • don’t upload or provide other Users, Mentors and/or Partners with false or unsuitable information for the purposes of the Platform and/or the Challenge;
  • • don’t adopt behaviour or publish any content on the Platform that is contrary to morality and/or public order or that is defamatory, offensive, obscene, violent, racist or xenophobic, that incites violence, discrimination or hatred or, more generally, that contravenes the purposes of the Platform and/or that could violate the rights of VGen LAB or third parties.
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6.3 In the context of each Challenge, Users and Solvers may be requested to consider the information acquired by Partners as confidential. In this case, Users and Solvers expressly guarantee that they will keep this information confidential and will not use it for their own purposes, such as, but not limited to: (i) creating products or services similar to those promoted in the Challenge; (ii) contacting directly or through any ways whatsoever the Partners who have promoted and/or uploaded the Challenge to the Platform.

6.4 Users and Solvers declare that they are aware and acknowledge that the violation of these confidentiality obligations may cause serious and huge damages to VGen LAB and, in this regard, they expressly undertake to keep VGen LAB full harmless and indemnified for any damage and/or expense they may incur as a result of the violation of the obligations undertaken according to this article and/or by persons connected or otherwise connected to them.

6.5 In the case of alleged violations of these ToS, VGen LAB reserves the right to deactivate or suspend the User's Account at any time and to terminate access to the Services and challenges on the Platform until the lawfulness of the conduct of the User and/or the Solver is established.

7. Services

7.1 The Services shall be usable only by Users registered on the Platform.

7.2 Through the Platform, Partners may create and promote specific challenges open to Users, which will be governed by these TOS and the Challenge Rules. It is however understood that any Prizes, the modalities of evaluation of the Papers submitted and the further conditions of participation in the Challenge will be governed by the Rules of The Challenge applicable from time to time. In case of conflict between these TOS and the Rules of The Challenge, the latter shall prevail;

7.3 By registering on the Platform, Users may:

• • • create a User Account and a personal profile with which to interact with other Users registered on the Platform, Mentors and/or Partners through the functions and/or methods available from time to time;
  • • view and participate in Challenges promoted on the Platform, where the conditions of participation governed by these TOS and the Challenge Rules are met;
  • • receive, in light of the submitted Papers, the Prizes offered by the Partners in accordance with the provisions of the Challenge Rules;
  • • apply for or participate in organized events (such as, by way of example, hackathons, business games, innovation ground, etc.) organized by VGen LAB and/or Partners and advertised, for a fee or free of charge, on the Platform.
  • • purchase the products and/or services in accordance with the provisions of the general terms and conditions.
    
    
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8. Fees

8.1 Registration on the Platform and use of the Services, except in special cases, are free of charge.

8.2 The Platform is exclusively intended to create and make available challenges that can be solved by Users registered on the Platform. Any use of the Platform for other purposes is therefore prohibited.

8.3 It should be noted that, pursuant to and for the purposes of art. 6, paragraph 1, letter a) of Presidential Decree no. 430/2001, challenges and any other services offered on the Platform are excluded from the application of the aforementioned regulations, as these are events and/or competitions held exclusively for the presentation of commercial or industrial projects or studies, in which the awarding of the Prize represents the consideration and/or recognition of a service and/or represents recognition of personal merit or encouragement for Solvers in the interest of the community.

8.4 Any use of the Award may result in the deletion of the User Account and the exclusion from the Challenges in which the Solvers are participating or have requested to participate, without prejudice to VGen LAB's right to obtain compensation for damages.

8.5 In any case, the User will be responsible for the costs of connection to Internet, according to the fees applied by their own operator, as well as all expenses which are instrumental or otherwise related to the participation the Challenge and/or the use of the Services made available on the Platform from time to time.

9. Use of the Services

9.1 Subject to the provisions with respect to the purchase of products and/or services, the Platform allows Partners to upload challenges and Solvers to submit Papers in accordance with the provisions within the Challenge Rules. The Partners, therefore, are solely responsible for evaluating the Papers uploaded to the Platform and decide, completely independently from VGen LAB and based on their own criteria, the winning Solvers of the Challenge. The decisions of the Partners are to be considered final and unchallengeable.

9.2 By uploading the Challenge on the Platform, the Partner agrees to grant, free of charge and for the duration of the Challenge, a worldwide license to use its logo and/or trademark in association with the Challenge. worldwide for the use of their logo and/or trademark in association with the Challenge.

9.3 In order to access and use the Services made available on the Platform, Users and Solvers must have a broadband Internet connection. Any failure to participate in challenges attributable to connection problems or lack of connection to the Internet and/or the connection capacity or operation of the Device being used shall in no way be attributable to VGen LAB.

9.4 VGen LAB undertakes to keep the Platform active and to provide any technical assistance necessary for the resolution of problems relating to the use and operation of the Platform attributable to it. Any communication aimed at obtaining technical assistance on the use of the Platform should be forwarded by email to tech.help@vgen.it or by the means made available on the Platform from time to time.

9.5 Access to the Platform may be temporarily suspended, without prior notice, due to technical maintenance, migration or updating, or due to interruptions or limitations connected to the operation of the network. In any case, VGen LAB reserves the right to change or suspend, in whole or in part, the access to the Platform or its Services, at its discretion, either temporarily or permanently.

9.6 VGen LAB shall not be liable for problems with access to the Platform and Services due to causes not directly attributable and/or related to its activity. By way of example and not limited to, VGen LAB shall not be liable for the following causes:

• • • problems of connectivity and continuity of the Internet connection available to the User;
  • • problems depending on the Devices used by the User and the Solvers, their characteristics and/or any failure of the same;
  • • compatibility problems between the Devices used by the User and the technical characteristics of the Platform and Services.
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9.7 VGen LAB shall in no way be liable for the actions, products, goods and services offered through other websites and/or applications and/or platforms linked through links or other connection methods on the Platform. VGen LAB shall also not be liable for problems in accessing or using such services.

10. Participation and conduct of challenges

10.1 Unless otherwise provided by the Challenge Rules prepared by Partners, the conduct of the Challenge is governed by the provisions contained in this article.

Application to the Challenge

10.2 Users wishing to participate as a Solver in one of the challenges on the Platform must fall into one of the following categories:

• • • Students: individuals enrolled in any degree course or Phd;
  • - Startups/Companies: legal entities that can contribute to the resolution of a Challenge;
  • • Freelancers/Professionals: natural persons exercising regulated professions and/or any other activity of a professional nature.

The further conditions for the Challenge participation and the relative characteristics are governed by the Rules of The Challenge which can be found in the specific sections dedicated to them.

10.3 Users, as Solvers, may participate in the Challenge individually or in teams. For team-solved challenges all members must be registered on the Platform. However, it is understood that the paper/solution must be uploaded by only one member of the team. Additional criteria can be specified within the Challenge Rules.

10.4 Challenge registration does not result in the establishment of any employment relationship, of a subordinate and/or autonomous nature, and any collaboration with VGen LAB or the Partner.

10.5 The application to the Challenge will be made by using the methods available on the Platform and must take place within the deadline indicated for each entry, indicating, in addition to the data provided during registration, any additional data requested. False, untrue or incorrect information or data may result in the exclusion of the Solver from the Challenge.

10.6 By registering for the Challenge, the User declares and guarantees that he/she is aware of the characteristics of the Challenge and the risks connected to the use of services by Internet in terms of security, response times and/or in any case connected to the use of IT devices.

Participation in the Challenge

10.7 By participating to the Challenge, the Solver agrees, without recognition of any consideration for the duration of the Challenge and for the subsequent period of 6 (six) months, that VGen LAB and Partners will use the data provided during registration or required for participation to the Challenge (such as, but not limited to, personal details, education, job position and organisation, images and photographs) for promotional and marketing purposes through any media.

10.8 Solvers participating to the Challenge guarantees that the Papers submitted to the Challenge are original and do not infringe the industrial and intellectual property rights of third parties. They also guarantees that the information contained in them is true, correct, reliable and complete and that their submission does not constitute a violation of any rights granted to any third party. Morover, Solvers expressly agrees that if they are successful in the Challenge they will be the winners of it.

10.9 Solvers participating to the Challenge as a team recognises and agrees that the Papers are considered to be the result of the work carried out by several parties, as co-owners of the idea behind the proposed solution, in the same way as the applicable legislation.

10.10 Partners have the obligation to keep confidential the information contained in the Papers and any other act or document uploaded by the Solvers for participation and/or within the Challenge. It is understood that the intellectual property, know-how, processes, studies, data and, more broadly, all elements contained in the Papers and/or any other documents uploaded by the Solvers for the participation to the Challenge will remain the sole property of the Solvers.

10.11 By applying the Challenge, Solvers agrees to grant a worldwide, non-exclusive license to use the Paper uploaded and/or delivered under the Challenge and for the duration of the Challenge. Through this license, the Partner will only be able to view and analyze the Paper and/or any element of it and exclusively to evaluate the compliance of the proposed solution for the Challenge and for the following 6 (six) months. Therefore, Partners may not use the Paper for any other purpose and, in particular, may not copy, modify, reproduce, adapt, distribute, disseminate or, in the case of Challenges involving the uploading of source code and the like (e.g. Coding Challenge), carry out any "reverse engineering" activities, or acquire or use, for any purpose or reason, the source and/or object codes included in the solution proposed for the Challenge. Various and/or additional conditions may be specified in the Challenge Rules.

10.12 In case of abandonment of the Challenge (e.g. by deleting the User Account, unsubscribing from it, etc.) the Solver will not be able to make any claim against VGen LAB and/or the Partner.

Winning the Challenge and Awarding Prizes

10.13 The Promoter of the Challenge will, at its sole discretion, determine a variable number of winners within 30 (thirty) days from the Challenge deadline. The number of potential winners and their criteria are specified in the Challenge Rules available on the Platform. This number may be subject to change during the period the Challenge is open to the public, subject to prior notice.

10.14 Supplementing what is specified in 9.1 above, the choice of winners is at the complete discretion of the Challenge Promoting Partner. VGen LAB has no influence whatsoever in the selection of winners.

10.15 In case of winning a Prize, Partners may request the Solvers to enter into a Non Confidentiality and Non-Disclosure Agreement (hereinafter "NDA") aimed to regulating how to proceed with the development of the winning Challenge project or solution. However, it is understood that due to the Prize awarded and/or other conditions specified in the Rules of the Challenge, the winning Solvers guarantee the assignment of all rights related to the winning idea of the Challenge.

10.16 If the Partner does not intend to purchase and/or use the rights of the winning idea of the Challenge, VGen LAB may exercise a purchase option within 60 days from the moment the Partner has expressed his intention not to purchase and/or not to use the winning idea of the Challenge.

10.17 Partners and VGen LAB shall not be liable for any damages and/or delays in awarding prizes by third parties.

11. Role of VGen LAB

11.1 VGen LAB has no control over the behaviour of the Users, Solvers, Mentors and Partners on the Platform. In particular, VGen LAB does not guarantee in any way the truthfulness of the data provided by the Users at the time of registration and during the use of the Platform, nor does it assume any responsibility for the truthfulness, accuracy or legitimacy of the information, documents and/or content uploaded or made available by these subjects on the Platform.

11.2 VGen LAB, therefore, cannot be held liable in any way for the consequences arising from the statements, information and/or Paper uploaded by Users or Solvers on the Platform, nor will it be liable to the latter for damages, claims, expenses or any other costs or expenses incurred by them in connection with their participation in the challenges and use of the Services made available on the Platform.

11.3 The Users, with the acceptance of these TOS, declare to have understood and to recognize that VGen LAB has no control over the requirements, the characteristics, the modalities of participation, the duration and, more generally, of the characteristics of the challenges on the Platform, resolving its role in a mere intermediary. VGen LAB, therefore, cannot be held responsible in any way for the consequences arising from statements, information, cancellations, changes to the challenges and to the Rules of the challenges, as well as in case of non-recognition or non-payment of the Prizes by the Partners or by any third parties they use for this purpose.

11.4 By virtue of the foregoing, VGen LAB shall not be liable in any way for:

(i) the acts, actions, omissions or any failure of Partners to comply with what they declare in the Challenge Rules;

(ii) the quality and/or legitimacy of the Challenges accessible through the Platform;

(iii) any damages (understood, by way of example, as economic, financial, image, moral damages, violation of property rights, etc.) caused by Users to Partners;

(iv) Users' failure to participate in or win the Challenge.

12. User and Solver Liability

12.1 Users and Solvers act on the Platform under their direct responsibility.

12.2 The information and/or content communicated or uploaded by Users or Solvers during registration, during a Challenge or, more generally, when using the Services made available on the Platform have to be accurate and have not to violate trademarks, patents, designs, models or other intellectual and/or industrial property rights of third parties or the legal provisions applicable to the Challenge.

12.3 With specific reference to the Papers, Users and Solvers expressly guarantee and under their own direct responsibility declares that:

(i) they are the owners or have been authorised to use the content that may be covered by industrial or intellectual property rights contained in the Papers;

(ii) the Papers made do not infringe the property rights of third parties and have not been made in the employ of a third party employer who can claim any rights over them.

12.4 VGen LAB and the Partners reserve the right to request declarations or warranties in relation to the Paper made or any other information provided or uploaded on the Platform. Failure to make any such warranty or breach of this article may result in exclusion from the Challenge.

13. Copyright

13.1 The intellectual property rights relating to the Platform, the Services, the Application, the related content including, by way of example and not limited to, the graphics, the layout, the look and feel, the software and the databases that allow its operation are the exclusive property of VGen LAB and are protected by intellectual and industrial property laws. The trademarks and other distinctive signs licensed to VGen LAB and present on the Platform are also protected by industrial and intellectual property rights.

13.2 The User may not, by way of example and not limited to, modify, copy, distribute, transmit, reproduce, publish, license, create derivative works from, transfer, adapt, sell, share on the network, disseminate, the Platform, its Services and their content to third parties or facilitate any of the above behaviours.

13.3 Users and Partners undertake not to infringe or disrupt the aforementioned rights and not to publish on the Platform any content, Paper or any document or content whose use on the Platform constitutes an infringement of intellectual and/or industrial property rights of VGen LAB and/or third parties.

13.4 Users, with respect to the purposes of the Platform and related Services, grant VGen LAB for the duration of the relationship governed by this TOS and the referenced documentation, a non-exclusive, royalty-free license to use the information, Papers and documentation submitted or transmitted via the Platform. Subject to the provisions of 10 ("Participation in the Challenge"), Users and Solvers authorize VGen LAB to display, distribute, publish, reproduce, represent, adapt, use, and translate any content provided and to share it with Partners and any other parties we collaborate with in the delivery of the Services made available by the Platform

13.5 Any other use or exploitation of the Platform, its Services and the content accessible therein is prohibited without the prior written permission of VGen LAB. In particular, it is prohibited:

• • • reproduce, adapt, distribute, and/or disseminate the contents present on the Platform and the related Services;
  • • copy, modify, carry out any "reverse engineering" activity, acquire or use the Platform's source code for any purpose or reason whatsoever, as the latter constitutes an exclusive property right of VGen LAB;
  • • use the information, content, images, logos or any other elements present on the Platform for purposes unrelated to or outside of the Platform;
  • use meta tags or any "framing", "linking" or similar techniques that allow association with VGen LAB's trademarks, logos or image, unless expressly authorized by VGen LAB.
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14. Modifications and updates

14.1 These ToS are binding from the moment of acceptance by the User and may be modified at any time to allow them to be updated and adapted to any legislative changes and/or technological standards in the sector. Changes to these ToS will be communicated to the User at the email address provided by the latter when registering on the Platform.

14.2 If any provision of these ToS is declared invalid, void or for any reason unenforceable, it will not affect the validity and effectiveness of the other provisions.

15. Final provisions

15.1 These ToS are governed by Italian law.

15.2 These ToS and the documents to which they refer constitute the entire agreement between the User and VGen LAB for the use of the Platform and its Services.

15.3 Any complaints regarding challenges must be addressed directly to the Partners who uploaded them to the Platform.

15.4 Any dispute regarding the validity, effectiveness, interpretation, execution and/or termination of the contract stipulated as a result of the acceptance of these ToS or in any way connected to it, will be submitted to the exclusive jurisdiction of the Court of Rome. In the event that the User should act as a consumer pursuant to the laws in force, the jurisdiction of the place of residence or elected domicile of the User shall apply.