REGULATION FOR USING THE PORTAL “Innovation.a2a.eu”

1.1 This portal “Innovation.a2a.eu” (hereinafter the “Website”) is owned by A2A S.p.A., with registered office in Brescia - Italy, Via Lamarmora no. 230, tax code and registration with the Brescia Companies’ Register no. 11957540153, registered under no. 493995 R.E.A. with the Brescia Chamber of Commerce (hereinafter “A2A” or the “Company”).

1.2 This Regulation (hereinafter the “Regulation”) governs: i) the terms and conditions of use of the Website, which allows participation in innovation initiatives (hereinafter the “Initiatives”) promoted by the Company and/or by companies belonging to the A2A Group by any person, with the necessary powers, acting in their own name and on their own behalf, or on behalf of third parties, whether they are, by way of example, universities, start-ups, research centres or companies (hereinafter, the “User”); ii) the participation of the Users, through the Website, in the Initiatives; and iii) the proposal, by the Users and through the Website, of ideas, concepts, projects, self-applications for the development of the Initiatives (hereinafter the “Contributions”).

1.3 The plural definitions referred to in the Regulation apply to the relative term in the singular and vice versa.

 
2.   Acceptance of the Regulation

2.1 Anyone can freely access and browse the Website.

2.2 The User who intends to participate in the Initiative and propose any Contribution is required to register on the Website.

2.3 Employees of the Company and of the companies belonging to the A2A Group, as well as their spouses, partners and relatives up to fourth-degree relatives, and in any case all those who have a conflict of interest, are expressly prohibited from participating in the Initiatives and proposing Contributions. It is the User's sole responsibility to verify with their spouse, partner and family that the condition set out in this paragraph is not violated.

2.4 The User, by creating their account and completing the registration procedure to the Website, declares to understand and accept this Regulation, of which the privacy policy, which is available at the following link [https://innovation.a2a.eu/community/privacypolicy], is an integral and substantial part. Acceptance of this Regulation by the User is therefore an essential (although insufficient) condition for participation in the Initiative and for the proposal of Contributions.

2.5 The Company reserves the right to modify and/or supplement, unilaterally and at any time, this Regulation, providing timely notice through publication on the Website.

Whenever the Company modifies and/or integrates this Regulation, the User, for the purpose of participating in the Initiatives and proposing Contributions, must accept the Regulation as modified and/or integrated by following the instructions on the Website. Non-acceptance will mean that the User cannot continue to participate in the Initiatives and propose Contributions.

Any subsequent amendments and/or additions to this Regulation shall prevail over the previous versions and the User shall make no claim in relation to such subsequent changes, expressly waiving any claim to which they may have recourse in this regard.

 
3.   Registration to the Website by the User

3.1 The User expressly represents and warrants:

1. that all data and information provided when registering on the Website is true and correct;
2. that they are over 18-years-old and have legal capacity under the law of their country of residence;
3. that they shall not create more than one account in their own name and shall not create a new account if the Company deactivates the previous one;
4. that they shall not create accounts in the name of third parties without their prior authorisation;
5. to undertake, when registering on the Website, to keep the information entered up-to-date;
6. that they are aware that their credentials to access the Website are confidential, personal and non-transferable and that they are therefore solely responsible for managing them;
7. to keep their credentials to access the Website in a safe place so that third parties cannot access their account;
8. to always act in accordance with this Regulation and all applicable laws and regulations.

The violation by the User of even one of the above points will give the Company the right to immediately cancel the account at its sole discretion.

3.2 The User is aware that the Company does not carry out any prior verification activity on the data and information provided, or on the actual compliance with the truth with respect to what each User declares when registering on the Website. The Company cannot, therefore, in any way and for any reason, be held responsible for the consequences resulting from the improper use of data and/or information by each User.

3.3 The User undertakes to inform the Company immediately if they detect unauthorised access to their account or unauthorised use of their profile, it being understood that the Company cannot in any way be held responsible for any fraudulent use of their credentials for accessing the Website.

3.4 The User can delete their account at any time. The cancellation of the account shall mean that the User can no longer enjoy the opportunity to participate in the Initiatives and propose Contributions.

4.   Use of the Website, participation in Initiatives and Contributions

4.1 The User who participates in the Initiative and offers any Contribution expressly represents and warrants:

• to be the legal representative of the company and/or entity that intends to participate in the Initiative and/or a subject duly authorised by same;
• not to violate any law, regulation or rule, whether local, national or international, when participating in the Initiative and proposing the Contribution;
• to only publish, upload and/or disseminate content that is relevant to the purpose of the Initiative;
• not to use the Website in a manner that is inconsistent with its purpose;
• not to spread viruses or other harmful content that may compromise the proper operation of the Website;
• not to upload, publish and/or disseminate content that causes offence to persons or entities, and that complies with the principles of public order and morality;
• not to disclose personal data in violation of current legislation and/or content that is harmful to the privacy of other people;
• not to engage in abusive, threatening, defamatory, libellous or slanderous behaviour;
• not to use the Website for illegal purposes;
• not to violate in any way the industrial and/or intellectual property rights of third parties;
• not to insert, upload or disseminate inappropriate, blasphemous, defamatory, obscene, indecent, illegal or otherwise contrary to the law, public order and/or morality and/or otherwise detrimental to the rights of others such as, by way of example and not exhaustively:

-       content that is racist, offensive, discriminatory or cruel to humans and animals or that incites violence;

-       political content and symbols;

-       religious references of any kind;

-       references to sex, nudity, drugs or smoking;

-       profanity;

-       references to killing, terrorism, horror or torture;

-       content that is spurious and/or used to cite companies and/or products not relevant to the purpose of the Initiative;

-       content without meaning and/or value;

-       self-referential content shared for the sole purpose of being noticed;

-       vulgar, scandalous, gory content;

-       in general, content not relevant to the purpose of the Initiatives;

• to undertake to read and comply with any further regulations of the Initiative in relation to which the Contribution is proposed, which will be available on the page of the Website dedicated to the Initiative;
• that the information relating to the proposed contribution does not violate any obligation of confidentiality towards third parties and is, therefore, to be understood as public, non-confidential information;
• to be aware and accept that, at the time of the proposal of any Contribution by the User, no contractual relationship or obligation or employment relationship is established between the Company (and/or the companies of the A2A Group) and the User (and/or the company on whose behalf the User provides the Contribution);
• to be aware and accept that the Company is not obliged to provide feedback to the User with regard to the proposed Contribution. In case of interest from the Company, it will provide feedback to the User, without prejudice to the absence of constraints on the part of the latter;
• to be aware and accept that the proposal of the Contribution does not entail any economic benefit for the User or any commitment, including financial ones, on the part of the Company and/or the companies of the A2A Group;
• to be aware that the Company is entitled to contact the User, using the references declared by the User when registering on the Website, whenever it intends to carry out further investigations in relation to the proposed Contribution. The information collected in this manner by the Company shall not be considered confidential. The Company may require the User to enter into confidentiality agreements specifically drafted according to the specific Initiative;
• to consider as strictly confidential and, therefore, not to disclose and/or in any case not to make known to third parties the information, as well as all the deeds, documents, news, projections, estimates and data of any nature, relating to the Company and/or the companies of the A2A Group of which it has become aware as a result of the proposal of the Contribution;
• to protect the Information with caution and security measures that are not inferior to those used to protect the confidential information and documentation belonging to each party; precautions and measures that each party guarantees to be in line with the best practices of the reference sector in which it operates, and in any case to do everything possible to reduce to a minimum, through the adoption of suitable and preventive countermeasures (including technological) and behavioural procedures, the risk of access to the Information by third parties; in particular, Confidential Information, including media of any kind on which it is contained, and copies and reproductions shall, in any case, be kept in a place that is not accessible to unauthorised persons and/or persons from outside the organisation, and, in particular, such information shall not be stored, even temporarily, on PCs or servers accessible from outside the organisation;
• the Contribution proposed by the User is accessible to the Company, to the companies belonging to the A2A Group, as well as to any consultants and/or collaborators of the same and to the other parties indicated in the Privacy Policy accepted when registering on the Website.

5.1 The Website and its contents are the exclusive property of the Company, which owns all copyright and intellectual property rights. The graphics, logos, page headers, icon buttons, characters, trademarks on the Website are trademarks or distinctive signs of the Company and/or of the companies belonging to the A2A Group or licensed to same.

5.2 The trademarks and distinctive signs of the Company and/or the companies belonging to the A2A Group may not be used in relation to products or services that are not of the Company and/or the companies of the A2A Group, and that by their nature generate confusion among the public or that may in any way denigrate or discredit the Company and/or the companies of the A2A Group. All other trademarks and/or distinctive signs not owned by the Company and/or the companies of the A2A Group that may be present on the Website are the property of their respective owners.

5.3 The User may not, even partially:

• use the Website and its contents for purposes other than the use of the services it offers;
• distribute, sell, assign, copy, market or modify the Website or the content contained thereon.

5.4 By participating in the Initiative and proposing the Contribution, the User:

• represents and warrants that the proposed Contribution is original and that its proposition does not violate confidentiality, company secrets or the intellectual or industrial property rights of third parties; the User represents and warrants that they are in possession of all the permissions, rights, authorisations or consents necessary for the proposition of the Contribution and such as to give the Company and/or the companies of the A2A Group the right to use and/or develop the Contribution; if, on the other hand, there are intellectual or industrial property rights affecting the Contribution, the User must disclose them; the User is also aware and accepts that, in the event that, on the basis of the information communicated pursuant to this document, there are no industrial or intellectual property rights, the Company and/or the companies of the A2A Group may develop, modify, publish the Contribution, independently and without involvement of the User or the person represented by the same;
• all intellectual property rights relating to the ideas and/or concepts on which the Contribution is based will remain the property of the User who proposed the Contribution, unless there are intellectual property rights held by others. By proposing the Contribution, the User grants the Company and/or the companies of the A2A Group an unlimited, free and perpetual licence in relation to the above mentioned intellectual property rights, so that the Company and/or the companies of the A2A Group may proceed with the commercial exploitation of the idea and/or concept on which the Contribution is based. Where the intellectual or industrial property rights of others exist, the User, also pursuant to article 1381 of the Italian Civil Code, will obtain the consent of the relevant owner so that the Company and/or the companies of the A2A Group may have a licence to use them under the terms of the above period;
• is aware and accepts that the information, materials, projects and anything else provided by the User when proposing the Contribution will remain acquired by the Company and/or the companies of the A2A Group and will not be returned to it;
• represents and warrants that all those involved in the preparation of the Contribution have given their written consent to the proposal of the Contribution and to its unlimited and free use by the Company and/or the companies of the A2A Group;
• represents and warrants that there are no third-party claims in connection with the Contribution;
• is aware and accepts that the Company and/or the companies of the A2A Group make use of the Contribution, the names, images, subjects and anything else that forms part of the Contribution, for advertising and promotional purposes, by any means available and without any time limit.

5.5 In any case, the User assumes all responsibility in the event of violation of the intellectual and industrial property rights of third parties, in any way related to the proposed Contribution, and undertakes to indemnify and hold harmless the Company and the companies of the A2A Group from any prejudice, action, claim, damage, cost or expense, of whatever nature (including legal), that may arise from the User's violation of the aforementioned rights.

6.1 All personal information provided by the User for the purpose of registering on the Website, participating in the Initiative and proposing the Contribution, will be processed by the Company in accordance with EU Regulation 2016/679 and applicable legislation on the protection of personal data.

6.2 The User declares to have received the information on the processing of their personal data by the Company at the time of registration to the Website and to have given specific consent to such processing.

In any case, each User will be obliged not to disclose, copy, reproduce and/or distribute, by any means, directly or indirectly, the information published by other Users, which must be kept strictly confidential. The Company cannot in any case be held liable in relation to any breach by Users of the undertaking provided for in this Article 7.

8.1 In the event that, as a result of the unlawful and/or non-compliant use of the Website and/or participation in the Initiative and/or the proposal of the Contribution by the User, actions or claims by third parties against the Company and/or the companies of the A2A Group should arise, the User shall indemnify and hold harmless the Company and the companies of the A2A Group from any prejudice, damage, loss, cost or expense of any nature (including legal) that they may suffer.

8.2 The Company accepts no liability:

a) for any errors, omissions, interruptions, defects, anomalies, delays in the operation of the Website or for incompatibility between the Website and the files used or any other program used by the User to access the Website;

b) in case of destruction, theft or alteration of the contents uploaded by the User, which are not attributable to the Company itself, including, by way of example, those due to hacking or viruses;

c) in case of identity theft and any other illegal conduct carried out by Users and/or third parties;

d) due to failure to operate the Website due to technical problems and/or congestion of internet traffic and/or the services offered;

e) as a result of any links to other websites on the Website, with particular reference to their contents.

8.3 The Company reserves the right to change the content of the Website at any time and without prior notice, and to remove or block any content on the Website.

9.1 In the event of total or partial non-compliance by the User with the obligations set out in this Regulation, the Company reserves the right to remove the contents uploaded by the User, to suspend and/or disable the User's account and, if the conditions are met, to report any unlawful conduct to the judicial authorities, without prejudice in any case to the right of the Company and/or the companies belonging to the A2A Group to obtain compensation for damages suffered as a result of the User's conduct.

9.2 The Company and/or the companies of the A2A Group, in the case referred to in the above paragraph, may retain the Contribution and use it as they deem, with nothing being due to the User who, by signing this Regulation, accepts it unconditionally.

10.1 This Regulation, together with the provisions referred to therein, are governed by Italian law.

10.2     The Court of Milan shall have exclusive jurisdiction for any dispute that may arise regarding the validity and/or interpretation of this Regulation, the use of the Website, participation in the Initiative, as well as the proposed Contribution.

This Regulation governs how the Website is used. Any further and specific ways of participating in the initiatives of the Company and/or the other companies of the A2A Group, of soliciting Users and/or of selecting the relative contributions may be regulated in specific regulations made available on the Website. Pursuant to Article 1341 of the Italian Civil Code, the previous articles are specifically approved:

• “Acceptance of the Regulation”;
• “Use of the Website, Participation in Initiatives and Contributions”;
• “Intellectual property”;
• “Exclusion of liability”;
• “Non-compliance with the Regulation”;
• “Applicable law and court of jurisdiction.