Terms of Service

1. Agreement to Terms

These Terms of Service constitute a legally binding agreement between you, whether an individual or entity (“you”, “your”), and Wiseair S.r.l. (“we”, “our”, “us”), regarding your access to and use of the website and mobility management platform, as well as any other related media, media channels, mobile website or mobile application (collectively, the “Platform”). Our registered office is in Milan, Italy. By accessing the Platform, you confirm that you have read, understood and agree to be bound by all these Terms of Service. IF YOU DO NOT AGREE TO ALL THESE TERMS, YOU ARE EXPRESSLY PROHIBITED FROM USING THE PLATFORM AND MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Platform from time to time are expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. We encourage you to review the applicable Terms whenever you use our Platform to understand which Terms apply.

2. Intellectual Property

Unless otherwise indicated, the Platform is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Platform (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws.

You are granted a limited license to access and use the Platform and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Platform, the Content and the Marks.

3. User Representations

By using the Platform, you represent and warrant that: (1) you have the legal capacity and agree to comply with these Terms of Service; (2) you are not a minor in the jurisdiction in which you reside; (3) you will not access the Platform through automated or non-human means; (4) you will not use the Platform for any illegal or unauthorized purpose; and (5) your use of the Platform will not violate any applicable law or regulation.

4. License Model and Payment

The Wiseair Platform operates on a Business-to-Business (B2B) licensing model that is agreed upon through specific commercial negotiations with each client company. We do not offer subscriptions that can be activated through credit card payment.

We offer two main license options:

• Basic Plan: Includes only the Compliance module for regulatory requirements
• Premium Plan: Includes all three modules (Compliance, Enablement, and Engagement) and includes access to the “Mobility Connect” web app for all employees of the client company at no additional cost

The specific license terms, including duration, price, payment terms, and special conditions, are established in a separate agreement between Wiseair and the client company. Payments are generally processed through electronic invoicing according to the terms specified in the license agreement.

We reserve the right to update our offerings, features, and prices, but any changes to agreed terms will require a new agreement or an appendix to the existing agreement.

5. Service Access

Access to the Wiseair Platform is provided to the client company for the duration specified in the license agreement. The client company is responsible for managing access for their authorized users (typically Mobility Managers, HR personnel, or other designated users) according to the roles and permissions available in the Platform.

In the Premium Plan, the client company can offer access to the “Mobility Connect” web app to their employees at no additional cost. Employees will not have to pay any amount to use the web app; such use is covered by the corporate license.

If the client company wishes to terminate the relationship before the license period expires, early termination conditions specified in the license agreement will apply.

6. Prohibited Activities

You may not access or use the Platform for any purpose other than that for which we make the Platform available. The Platform may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Platform, you agree not to:

• Systematically retrieve data or other content from the Platform
• Deceive or mislead us and other users
• Circumvent, disable, or otherwise interfere with security-related features of the Platform
• Disparage, tarnish, or otherwise harm us and/or the Platform
• Use information obtained from the Platform to harass, abuse, or harm another person
• Make improper use of our support services
• Use the Platform in a manner inconsistent with any applicable laws or regulations
• Upload or transmit viruses or any other malicious code
• Collect or track the personal information of other users
• Spam, phish, pharm, pretext, spider, crawl, or scrape
• Interfere with or create an undue burden on the Platform or the networks or services connected to the Platform
• Use the Platform as part of any effort to compete with us or use the Platform for unauthorized commercial purposes

7. User Generated Contributions

The Platform may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Platform, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”).

By creating or making available any Contributions, you represent and warrant that:

• Your Contributions do not violate third-party proprietary rights
• You are the creator and owner or have the necessary licenses and permissions to use and authorize us to use your Contributions
• Your Contributions are not false, inaccurate, or misleading
• Your Contributions do not violate any applicable law or regulation

8. Contribution License

You and the Platform agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Policy and your choices.

By submitting suggestions or other feedback regarding the Platform, you agree that we can use and share such feedback for any purpose without compensation.

We do not claim any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions.

9. Platform Management

We reserve the right, but not the obligation, to: (1) monitor the Platform for violations of these Terms of Service; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Service; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, remove from the Platform or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Platform in a manner designed to protect our rights and property and to facilitate the proper functioning of the Platform.

10. Term and Termination

These Terms of Service shall remain in full force and effect while you use the Platform. In the event of termination of the license agreement between Wiseair and the client company, Platform access for all company users will be terminated on the expiration date specified in the agreement unless otherwise agreed.

11. Modifications and Interruptions

We reserve the right to change, modify, suspend, or discontinue all or any part of the Platform at any time or for any reason at our sole discretion without notice. We shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Platform.

12. Governing Law

These Terms shall be governed by and defined following the laws of Italy, and you irrevocably agree that the courts of Milan, Italy shall have exclusive jurisdiction to resolve any dispute which may arise in connection with these terms.

13. Dispute Resolution

Any dispute arising from or in connection with this agreement shall first be resolved through good faith negotiations between the parties. If an amicable solution cannot be reached within 30 days from the start of negotiations, the dispute shall be submitted to the exclusive jurisdiction of the Court of Milan.

14. Corrections

There may be information on the Platform that contains typographical errors, inaccuracies, or omissions. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update information on the Platform at any time, without prior notice.

15. Disclaimer

The platform is provided “as is” and “as available”. The use of the platform and our services will be at your own risk. To the maximum extent permitted by law, we disclaim all warranties in relation to the platform and its use.

We do not warrant the accuracy or completeness of the platform’s content or the content of any websites linked to the platform and we will not be liable for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage resulting from your access to and use of the platform, (3) any unauthorized access to or use of our servers and/or any personal and/or financial information stored therein.

16. Limitations of Liability

In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the platform.

17. Indemnification

You agree to defend, indemnify, and hold us harmless from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Platform; (2) breach of these Terms of Service; (3) any breach of your representations and warranties set forth in these Terms of Service; (4) your violation of the rights of a third party; or (5) any harmful act toward any other user of the Platform with whom you connected via the Platform.

18. User Data

We will maintain certain data that you transmit to the Platform for the purpose of managing the Platform’s performance, as well as data relating to your use of the Platform. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Platform.

19. Electronic Communications, Transactions, and Signatures

Visiting the Platform, sending us emails, and completing online forms constitute electronic communications. You agree to receive electronic communications and agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing.

20. Miscellaneous

These Terms of Service and any policies or operating rules posted by us on the Platform constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control.