Term of Service

August 30th 2024

PREAMBLE

1. The following Terms of Service (the “ToS”), available on the website www.tocash.ai, sub-domains included (the “Site”) govern all access and/or use of the Site, provided to you as visitor (the “Visitor”).
   By accessing and/or using the Site, you agree to be legally bound by the ToS then in effect.

2. The ToS and the Privacy Policy are collectively referred to as the “Agreement”.

3. The Site is owned and operated by TOca$h S.r.l., with a registered office in Turin, Via Melchiorre Gioia no. 11, VAT and tax code 13080610010 (“TOca$h” or “Company” or “We”).

4. The Site, the above reported domain and its subdomains are the exclusive property of the Company.

5. All information and materials published, distributed or otherwise made available on the Site are provided for informational purposes, for your non-commercial, personal use only. No information or materials published on the Site constitutes a solicitation, an offer, or a recommendation to buy or sell any investment instruments, to effect any transactions, or to conclude any legal act of any kind whatsoever.

6. The ToS is provided subject to your acceptance without modification of the Agreement and all other operating rules, policies (including, without limitation, the Privacy Policy) and procedures that may be published from time to time on the Site by the Company.

7. The Company reserves the right, in its sole and absolute discretion, to amend, modify, alter or supplement the Agreement, as well as the information and materials contained in the Site, from time to time.
   Therefore, you are recommended to visit this page periodically to review the most current ToS, because they are binding on you.
   By continuing to access the Site after updated ToS have been posted, you agree to be bound by the updated ToS.

8. The Site is intended to give the Company an online presence and present the software solutions it develops.
   The Company does not offer financial services, nor does it aim to encourage investments, nor does it provide financial advice or any other service subject to Directive 2014/65/EU of the EU, also known as “MiFID II” (and related applicable laws).

1. ACCEPTANCE OF THE TOS

1. By accessing and/or using the Site, you implicitly accept the ToS, thereby entering into a legally binding agreement with the Company.

2. If you do not agree with any of these provisions, We strongly recommend you to cease accessing and using the Site.

2. CONDITIONS OF USE FOR THE VISITOR

1. You may access and/or use the Site for its purposes as intended by the normal functionality of the Site, as long as you are in compliance with all provisions of the ToS.

2. You undertake to:

   • not to use the Site in an improper manner, for purposes that are not permitted by law or contrary to morality, to spread computer viruses, to perform activities that may compromise the security of the Site or damage it, to access the Site using automated tools (such as collection bots, robots, spiders or scrapers);

   • provide your true Data;

   • not to violate any term of the Agreement applicable to you, depending on the Applicable Laws and the Privacy Laws of Italy and/or of the country in which you are located and/or of the country in which you reside, or in any case applicable to the activities you carry out;

   • to respect the rights of the Company and/or of Third Parties;

   • not copy, use, disclose or distribute any information obtained from the Site in violation of the law, either directly or through Third Parties, without the consent of the respective owners;

   • not disclose information that you do not have the right to disclose (e.g. confidential information of other persons);

   • do not infringe the Company’s Intellectual Property Rights, and in particular, without limitation, do not use the word ‘ToCa$h’ or Company’s logos in any company name, email or URL;

   • not infringe the Intellectual Property Rights of Third Parties, including copyrights, patents, trademarks, trade secrets or other proprietary rights;

   • not reverse engineer, decompile, disassemble, decipher or otherwise attempt to decode the source code of the Site or any related technology that is not open source;

   • not insinuate or claim to be affiliated with or referred by the Company without the Company’s express consent;

   • not represent or communicate information about the Company and what it provides through the Site in a manner that is different from what the Company represents through the Site;

   • in the case of confidential and early access to certain functions under development, covered by a confidentiality agreement with the Company, do not disclose such confidential information in any way;

   • not monitor the availability, performance or functionality of the Site for any competitive purposes;

   • not engage in ‘framing’, ‘mirroring’ or otherwise simulating the appearance or function of the Site;

   • not interfere with the operation of the Site or use an unreasonable load on it (e.g. spam, Denial of Service (DoS) attacks, viruses, game algorithms);

   • not violate any rules or any additional terms posted by the Company on the Site, it being understood that all such rules form an integral and substantial part of the Agreement.

3. The Visitor acknowledges and accepts that:

   • the Company will process your Data in accordance with the provisions of the Privacy Policy;

   • the Company will provide the Site according to the needs related to any scheduled or extraordinary and unmissable maintenance work;

   • the Contents of the Site are for information purposes only, unless where otherwise specified and subject to additional terms and conditions;

   • the costs of connection to the Internet network, and those possibly related to the connection modalities, are at your expense.

3. RIGHTS OF THE COMPANY

1. The Company has the right to:

   • modify, update, suspend, limit or interrupt the operation of the Site at any time, or change and/or replace its domain name;

   • analyse the traffic on the Site (e.g. detect the most visited pages, the number of visitors per hour or per day, the geographical origin, the average connection time, the browsers used, the origin of the visitor – from search engines or from other Sites –, phrases and words searched for, etc.) in order to understand how it is used and manage, optimise and improve it, or even just for statistical purposes;

   • solve operational or technical problems (e.g. anomalies in page loading);

   • perform monitoring activities to repel and/or prevent cyber-attacks and/or fraud.

2. If the Company notices any violation by you with respect to the provisions of the ToS, the Company may, at its own unquestionable judgement and without this entailing any obligation to pay compensation to you, take any action against you, including actions to claim compensation for damages.

3. Notwithstanding anything contained in the Agreement, We reserve the right, without notice and in our sole discretion, to terminate your right to access and/or use the Site at any time and for any or no reason, and you acknowledge and agree that We will have no liability or obligation to you in such event.

4. WARRANTY EXCLUSIONS AND NO ASSISTANCE

1. The Site is provided on an “AS IS” and “AS AVAILABLE” basis and the Company makes no warranties, express or implied (including the implied warranties of non-infringement, merchantability and fitness for a particular purpose), and may be temporarily inaccessible or otherwise defective or delayed.

2. The Company will make every reasonable effort to ensure that you have continuous and uninterrupted access to the Site but will not, under any circumstances, be liable if one or more of Content made available to you (even free of charge) is temporarily or permanently inaccessible.

3. In particular, the Company makes no warranty as to:

   • the suitability of the Site with respect to the needs of Visitor;

   • the availability of, and the absence of errors in, the Site;

   • the quality of the Site;

   • the correction of any technical errors of the Site.

4. Any material accessed, downloaded, or otherwise obtained through the use of the Site is done at the Visitor’s own discretion and risk and the Visitor will be solely responsible for any damage to the Visitor’s computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by the Visitor from the Company or through or from the Site will create any warranty not expressly stated in the Agreement.

5. Except as otherwise expressly provided in the Agreement, the Company does not represent or warrant that

   • the Site will meet the Visitor’s requirements;

   • the Site will be uninterrupted, timely, secure, or error-free;

   • the results that may be obtained from the use of the Site will be accurate or reliable;

   • the quality of any software and information protocol developed by us referred to in the Site;

   • any errors in the Site will be corrected.

6. The Company will not be liable for any errors, inaccuracies, omissions and, more generally, for damages caused, directly or indirectly, by decisions taken or initiatives undertaken by the Visitor on the basis of the contents of the Site.

7. The Company does not guarantee the provision of technical assistance in relation to the Site.

5. LIMITATION OF LIABILITY

1. Under no circumstances, the Company will be liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access or use of or inability to access or use the Site or software and information protocols described/announced through it, nor will we be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Site, or software and information protocols described/announced through it, or the information contained within it, whether such damages are based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with authorized or unauthorized use of the Site, or software and information protocols described/announced through it, even if an authorized representative of the Company has been advised of or knew or should have known of the possibility of such damages. We assume no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access or use of the Site, or software and information protocols described/announced through it; (c) unauthorized access or use of any secure server or database in our control, or the use of any information or data stored therein; (d) interruption or cessation of function related to the Site or software and information protocols described/announced through it; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Site, or software and information protocols described/announced through it; (f) errors or omissions in, or loss or damage incurred as a result of the use of, any content made available through the Site, or software and information protocols described/announced through it; and (g) the defamatory, offensive, or illegal conduct of any Third Party.

2. Some jurisdictions do not allow the limitation of liability for personal injury, or of incidental or consequential damages, so this limitation may not apply to you.

6. CONTRACT CHANGES

1. The Company reserves the right at any time to modify this ToS and any legal document present on the Site (including, by way of example, the Privacy Policy, the Cookie Policy, etc.), or to add at any time new or additional terms or conditions on your use of the Site. Such modifications and additional terms and conditions will be effective immediately and incorporated into this Agreement. your continued use of the Site will be deemed acceptance thereof.

7. INTELLECTUAL PROPERTY

1. Unless otherwise indicated on the Site with specific reference to certain items on the Site, the Company is the exclusive owner of all Intellectual Property Rights in the Site and the content on the Site.

2. All of the Company trademarks, services marks, trade names, logos, domain names, and any other features of the Company brand are the sole property of the Company or its licensors. The ToS does not grant you any rights to use any of such features whether for commercial or non-commercial use.

3. The provision of the Site by the Company will not be considered as an assignment or licensing by the Company in favour of you of any Intellectual Property Right on the Site or on the contents present on the Site.

8. CONTACTS

1. For any information regarding the use of the Site and these ToS, you may contact the Company at the contact details available on the Site.
2. The Company will process the Data transmitted by you when contacting the Company for the sole purpose of executing the contract governed by the ToS, and therefore on the basis of assumptions of a contractual nature, in accordance with the provisions of the Privacy Policy.

9. MISCELLANEOUS

1. If any term, clause or provision of the Agreement is held invalid or unenforceable, then that term, clause or provision will be severable from the Agreement and will not affect the validity or enforceability of any remaining part of that term, clause or provision, or any other term, clause or provision of the Agreement.
2. The ToS regulates the relationship between the Company and you and does not create rights in favour of, nor obligations against, Third Parties.
3. Any tolerance by the Company of the conduct of you in violation of the provisions contained in the ToS does not constitute a waiver of the rights arising from the provisions violated, nor the right to require the exact fulfilment of all terms and conditions therein.
4. The rights and remedies included herein are not exclusive, but are in addition to any other rights and remedies available under Applicable Law.
5. Any limitation or exclusion of liability provided for in favour of the Company in the ToS will apply to the fullest extent permitted by law.

10. PROCESSING OF PERSONAL DATA

1. The Company will process Data of Visitors in accordance with the Privacy Policy.

11. APPLICABLE LAW AND JURISDICTION

1. You expressly agree that the ToS is exclusively governed by the Laws of Italy. Any dispute concerning the interpretation, execution, termination or validity of the ToS will be submitted to the exclusive jurisdiction of the Court of Torino.
2. Should the provisions of this Clause be inapplicable according to the mandatory rules of the country of yours, then the Applicable Law and the competent Court will be determined according to the laws of such Country.

GLOSSARY