Nutribook

GENERAL TERMS AND CONDITIONS

Nutribook s.r.l.s. with registered office in San Lazzaro di Savena (BO) Italy, via Vittoria 23G, C.F. 03967501200, (hereinafter "Nutribook" or the "Supplier") is the sole owner of the Nutribook software as well as the author and publisher of the website www.nutribook.app, of the related mobile app and, in general, of the 'Nutribook' Platform, created in order to simplify the nutrition professional's activity and encourage direct and immediate contact with the Patient.

The Platform is aimed at nutrition professionals and allows the management and analysis of nutritional information, the generation of meal planning, the control of the progress of food studies, the organized collection of information relating to Patients, the insertion and consultation of the patient's medical card, and the management of appointments.

Through the platform, the professional can create a patient account that is linked to their own, manage contacts between the parties and the exchange of information and meal plans.The Patient can access all these with their own login Credentials.

1. DEFINITIONS

1.1. For the purposes of this document the following definitions apply:

- for Supplier: Nutribook s.r.l.s., is a company that develops software, including customized software, and applications for mobile devices in the nutrition sector;

- for Software or Platform: the applications, web and mobile, developed by Nutribook and of which it’s the owner and author of the use and distribution which are subject to these Terms and Conditions;

- for Account: personal area dedicated to the User who registers on the Platform or who uses the service(s) offered, free of charge or for a fee, offered by Nutribook;

- for login credentials: the username and password generated by the User at the time of registration which - together with a code received via text message to the contact number indicated by the User - allow access to the User's Account;

- for Professional: the Nutrition Doctor, the Nutritional Biologist, the dietologist, the Dietitian and in any case the Nutrition Professional authorized to carry out the relevant activity;

- for Customer: the Professional, the professional partnership or the professional association that accesses the Platform and uses the services upon payment of the relevant fee;

- for Patient: the Professional's client;

- for User: anyone, by accessing the platform through the relevant registration procedure, proceeds to create the Account or uses the Services offered by Nutribook as a Patient or Professional;

- for Services: the services offered by the Platform owned by the Supplier Nutribook s.r.l.s.;

- for Purchase: granting, upon payment of the fee or use of discount vouchers provided by the Supplier, of the right to use the services offered through the Platform for the duration foreseen by the chosen subscription;

- for Subscriptions: categories of services offered by the Supplier, which the Customer can choose to purchase at different prices such as: Basic subscription, Advanced subscription, Professional subscription and Dragon subscription;

- for Activity Register: the register which - to guarantee the protection of the software and personal data as well as the confidentiality of the information reserved therein - keeps track of all logs made by Users;

- for Terms and conditions: the conditions of use of the Platform’s platform (both web and mobile app of this site and in general of the services offered by Nutribook).

2. OBJECT

2.1. This document contains and summarizes the Terms and Conditions of use of the Platform and the related Services applicable to Professionals, Patients and those who use the Platform and/or register on it, jointly understood as Users. Please carefully read these Terms and Conditions and the privacy policy available at the following link address > Privacy Policy before accessing the Platform and/or making use of the services made available by Nutribook. For any clarification, the User is asked to contact the Supplier in advance at the email address support@nutribook.app.

2.2. The User registers on the Platform and uses it in any capacity and expressly declares that he knows, agrees with and accepts these Terms and Conditions.

2.3. The User who accepts these terms and conditions declares to accept and agree with all the individual agreements set out therein and agrees to respect them as well as declares to have read the privacy information referred to in the art. 2.1. that comes before

2.4. The Customer and the Patient declare to accept the conditions respectively provided in the articles. 5 and 6, which apply to the extent applicable in addition to all other terms provided in this document.

2.5. These Terms and Conditions and the Agreement pursuant to art. 28 GDPR relating to the protection of personal data also constitute the contract between Nutribook and the Customer in relation to the right to use, through authenticated access to the cloud infrastructure made available by the Supplier, the Nutribook Platform (which the Customer will be able to access via dedicated software , hereinafter referred to as the “Platform”) hosted on the technical technological infrastructure of the Supplier (located entirely within the European territory) and the related Services.

3. PLATFORM CONTENTS AND USER ACCESS

3.1. The Services offered by Nutribook are established at the sole discretion of the same, which - without prejudice to the guarantee of continuity of the type of services already purchased by the Customer, except for their modification, implementation and/or improvement - may decide to modify the methods, type and price of the services offered and these Terms and Conditions apply. The Supplier also reserves the right to modify these Terms and Conditions. In this case, the changes will be communicated to the User in writing and the use of the Platform following such communication constitutes the User's implicit consent to them.

3.2. Nutribook reserves the right to deny access to the Platform at its sole discretion. If the price is paid, it will be fully refunded.

3.3. To access or visit the Platform, register and/or use Nutribook services in any way you must be at least 18 years old. By registering, visiting and using the Platform or accepting this Agreement, the User declares and guarantee to Nutribook that he or she is at least 18 years of age and has the right, authority and capacity to use the Platform and the services available through the website and mobile app

3.4. Access to the Platform and use of the same occurs after the creation of a specific "Account" dedicated to the User. The User can access the Platform from any PC and mobile device. In order to generate the Account, the User must indicate their Access Credentials. These credentials consist of the name, surname, e-mail address, password and telephone number indicated by the User during registration.

3.5. The User is required to provide accurate, precise and truthful information. Customers and Patients guarantee the truthfulness, correctness and of the data entered.

3.6. The User will receive an email confirming registration at the address indicated during registration.

3.7. In the event of loss of the Credentials by the User for any reason, the latter can generate new credentials using the guided procedure indicated on the Platform at the following link:

https://web.nutribook.app/nutriweb/nutriweb/client/index.html.

3.8. The User undertakes to safeguard, conserve, use and keep the Access Credentials secret with the utmost care and diligence also in order to avoid use by unauthorized third parties. The User is prohibited from transferring, for any reason, the Access Credentials to third parties or allowing access through the external authentication systems provided by the Platform.

4. USER OBLIGATIONS

4.1. The User is granted free use of the Platform within limits established by the Supplier, which may vary at the Supplier's discretion.

4.2. Following the activation of the Account, the User is deemed solely and exclusively responsible for the use of the Platform and the contents inserted, stored, present and/or stored on it and on the servers that host it. The User undertakes to use the Platform and the contents present therein exclusively for lawful purposes and permitted by the provisions of law applicable from time to time, by the rules of diligence, by public order and in any case, without infringing any rights of third parties as well as for purposes consistent with the purposes set out in these Terms and Conditions. Nutribook will therefore not be held responsible, directly or indirectly, for any damage, direct or indirect, occurring as a result of the violation of these obligations and/or the use of the Platform by third parties and the User undertakes to indemnify and guarantee against any request for compensation for consequent direct and/or indirect damages of third parties, including those relating to the violation of personal data of the Patient/s and/or natural persons.

4.3. The User will be exclusively responsible for any action committed by their delegates when using the Platform, indemnifying and holding harmless from any claim relating to damages, direct or indirect, resulting from the use of the Platform by non-legitimate, non-registered and /or not trained.

4.4. The Supplier is not required to verify the data and contents inserted in the Platform, unless this is necessary in order to comply with legal provisions, a request from the Judicial Authority or other competent Authority, to respond to a specific request from the 'User or provide technical support and, therefore, cannot be held responsible in any way for the nature and characteristics of such data and contents, nor for any errors and/or omissions, as well as for consequent direct and/or indirect damages derived to the Patient(s) and/or third parties from the use of the data and contents themselves.

5. FURTHER TERMS AND CONDITIONS RELATING TO THE CUSTOMER

5.1. Access to the platform and its characteristics

5.1.1. Access to the Services offered by Nutribook takes place upon identification of the Customer, who must provide the following information: Profession, billing information, place of business, email, mobile phone, name and surname.The Customer assumes all responsibility and declares to be in possession of the titles, professional qualifications and in any case the requirements required by law for the exercise of the activity carried out through the Platform. On the other hand, the Supplier assumes no responsibility for the violation of the provisions of the previous paragraph and for the consequent damage caused to Patients and/or third parties and the provisions of the art. apply. 4 of these Terms and Conditions.

5.1.2. The Customer accepts the platform as it is and declares to have verified its functionality in relation to the purposes of his business and to like it without any reservations. The changes provided for by the art. 3.1. cannot be cited by the Customer as a justified reason for withdrawal or termination of the contract and/or failure to fulfill the obligation by the Supplier

5.1.3. The Customer hereby provides its authorization for the Platform and the Services to be provided, in whole or in part, by a Cloud Server Provider or by another entity identified by the Supplier.

5.2. Subscription Duration - Payment of the price - Withdrawal

5.2.1. The Customer has the right to choose between four types of subscription: Basic, Advanced, Professional and Dragon. All subscriptions have an annual or monthly expiry date respectively. The details and conditions regarding the methods of use and the features included in the subscription plans are those indicated on the Nutribook website at www.nutribook.app/en/prices/ at the time of payment of the purchase price of the Services.

5.2.2. Access to the purchased Services starts from the moment of receipt by Nutribook of the payment of the fee foreseen for the chosen Subscription and will have a duration equal to the type of Subscription chosen.

5.2.3. The subscription will automatically renew upon its expiration for a period equal to its duration, at the purchase price published on the website indicated in the art. 5.2.1 at the time of renewal. In any case, the user has the right to opt out of automatic renewal through the specific function inserted in their platform account.

5.2.4. The Customer hereby authorizes the automatic charging of the price due by means of the payment information made available by the Customer and, in any case, undertakes to pay the price within the expiry date of the subscription.

5.2.5. The Customer acknowledges and accepts that, in the absence of payment of the renewal price, upon expiry of the subscription he will not be able to carry out any action or change the data. The Customer will still be granted the right to access the Platform, even after the plan expires, in order to consult and extrapolate data. In this case, in any case, the Supplier has the right to suspend this service, upon communication to the Customer who has not proceeded with the renewal within a reasonable period, at the discretion of the Supplier itself.

5.2.6. The Customer has the right to reactivate their subscription plan independently, at any time, always under the conditions of sale published on the website referred to in the art. 5.2.1. upon reactivation.

5.2.7. The Customer can communicate the desire not to renew the subscription through the specific function on the page dedicated to managing their subscription plan within the Platform Account.

5.2.8. The Customer can withdraw from the current subscription even before the agreed expiry and request the deletion of the data and/or the Account at any time pursuant to art. 9, without prejudice to Nutribook's right to withhold the expected fee for the entire duration of the same, declaring the Customer to be aware of not being entitled to any refund. In order to exercise the requests envisaged in the preceding paragraph, the Customer is required to send - from the e-mail address provided during registration - a communication to the Supplier's address info@nutribook.app or a letter. Return to the Nutribook registered office indicated in the epigraph.

5.2.9. The prices of the Services do not include VAT. There are no expenditure charges relating to the use of certain payment instruments, expenses for the use of said instruments or in any case tariffs that exceed those incurred by the Supplier.

5.2.10. Price changes by the Supplier referred to in art. 3.1. they do not affect purchases made. In case of price change during the procedure the price will be automatically updated at the time of payment.

5.2.11. Payment for all Services can be made on the website via credit or debit card or other circuit payment method made available by Nutribook and/or third parties through the Platform. The payment methods are indicated in the electronic purchase form and in the cart section of the platform.

5.2.12. Payment is made directly to Nutribook s.r.l.s.. The Customer making the payment confirms that he or she is the owner of the credit card used.

5.2.13. In the event that it is not possible to charge the amount due, the purchase will not be successful and will in any case be canceled.

5.2.14. All the financial information necessary to proceed with the payment will be transmitted to the payment management system itself and will not be used by the Supplier for purposes other than those of managing and completing the purchase of the Service(s), renewing the Subscription and to proceed with any refunds in favor of the Customer.

5.2.15. In the event of reimbursement of costs to the Customer, this will take place in the same way as the payment was made. The Supplier's liability is excluded in the event of a delay in reimbursement attributable to the relevant financial institution or the Paypal service.

5.3. Patient account management

5.3.1. The Customer has the right, upon agreement with the Patient, to create an Account dedicated to the latter, in order to facilitate the exchange of information and meal plans between them. The patient can access the account through the Nutribook mobile app "My diet by Nutribook". In order to create the Patient Account, the Customer can use the relevant function present within the platform. Nutribook will therefore provide a code to be given to the Patient for registration. The code will constitute one of the two factors identifying the Patient. The Patient's Account is linked through the Platform to that of the Customer and depends on the existence of the Customer's Account.

5.3.2. The Customer therefore declares to assume all responsibility towards the Patient regarding the possession of the legal requirements for the exercise of the activity carried out through the Platform, regarding the contents exchanged with the Patient and proposed to the same through the Platform and regarding the existence of the same Service as the subject of these terms and conditions, declaring to expressly indemnify the Supplier for any and all requests for compensation by the Patient and/or third parties for any reason made for damages resulting from the use or non-use of the Platform by the Patient. The Customer undertakes to scrupulously respect the European and national regulations regarding the protection of personal data, based on the provisions of the Agreement pursuant to art. 28 GDPR relating to the protection of personal data (www.nutribook.app/MDPA).

5.4. Suspension and interruption of the Service

5.4.1. The Supplier, also through the Cloud Server Provider, will make every reasonable effort to guarantee maximum availability of the Services, usable 99% of the time 24 hours a day, 7 days a week. The Customer acknowledges and accepts that the Supplier may suspend and /or interrupt access to the Platform and the Services to ensure ordinary or extraordinary maintenance interventions that are appropriate and/or necessary both for the premises hosting the infrastructure and for the servers and/or equipment contained therein. In such cases the supplier undertakes to restore or ensure that the Cloud Services Provider restores the Platform in the shortest possible time in order to reduce the inconvenience created for the Customer and Patients, without prejudice to the fact that the Customer will not be able to make any type of claim against the Supplier for any disservice that is attributable to the Cloud Service Provider.

5.4.2. In the event of reporting faults or malfunctions, the Customer undertakes to provide all specifications and information possibly requested by the Supplier.

5.4.3. The Supplier also has the right to suspend and/or interrupt access to the Platform and/or the related Services in the following cases:

a) improper use of the Platform, violation of the provisions of the art. 3 and general violation of these Terms and Conditions;

b) failures and/or malfunctions of the Nutribook network and supply equipment resulting from unforeseeable circumstances or force majeure or which involve danger for the network, for people and/or for things, as well as in the case of modifications and/or maintenance not programmable and/or predictable and technically indispensable;

c) if there are justified reasons of security and/or guarantee of confidentiality;

d) recurrence of problems relating to the Platform that cannot be remedied without suspension or interrupting Nutribook, in any case informing the Customer about the intervention times and resolution of the problems encountered.

5.5. Guarantees and responsibilities

5.5.1. The Customer guarantees that the Platform access account is provided only to legitimate individuals, in possession of the mandatory professional titles and/or qualifications, who have received the necessary training from the Supplier, on the other hand waiving any claim and indemnifying and holding harmless the Supplier from any request for compensation, including from third parties, relating

to damages, direct or indirect, resulting from the use of the Platform by subjects delegated by the Customer.

5.5.2. The obligations and responsibilities of the Supplier towards the Customer are those defined in article 5.4. that comes before. In the event of a violation or default attributable to the Supplier, the Customer accepts and declares to be aware that the same will respond within the limits of the amount paid by the Customer to Nutribook in the last 12 months, remaining expressly excluded, now for then, any other compensation or compensation to the Customer for direct or indirect damages of any nature and type.

5.5.3. The Customer also acknowledges and declares to accept that the Supplier, under no circumstances, can be held responsible for any damage that may arise to the Customer or to third parties as a result of delays, failure to perform or malfunctions and/or interruptions in the provision of Nutribook. Also in this case, the Supplier's liability can never exceed the amount of any sum spent in the last 12 months by the Customer.

5.5.4. The Customer also acknowledges that the Supplier in no case can be held responsible for any damage that may arise to the Customer himself or to third parties as a result of the use of Nutribook as well as the processing generated by the Platform or through the related Services, the Customer being held in in any case to verify the correctness of the processing obtained using the Platform and the Services.

5.6. Validity of the contract

5.6.1. This Contract cancels and replaces any other previous contract that may have occurred between the Supplier and the Customer attributable for any reason to the same Customer in relation to the Services referred to in the Platform and constitutes the final and integral manifestation of the agreements concluded between the Parties on this subject.

5.7. Assignment of the contract

5.7.1. Unless otherwise agreed by the parties, to be defined in writing, the Customer is prohibited from transferring the contract referred to in these Terms and Conditions and/or the related Services to third parties.

5.7.2 Nutribook will have the right to assign or otherwise transfer to third parties the rights and obligations contained in this Agreement; the Customer, in obtaining consent to the processing of personal data, undertakes to adequately communicate this eventuality to its customers.

6. ADDITIONAL TERMS AND CONDITIONS RELATING TO THE PATIENT

6.1. Attraverso la creazione dell’Account il Paziente potrà accedere all’area a sé dedicata, che sarà collegata con l’Account del relativo Professionista, potendo così scambiare con quest’ultimo informazioni e piani alimentari e consultare i prodotti alimentari inseriti nella piattaforma.

6.2. The Patient declares to be aware and accepts that:

i) Nutribook is a totally extraneous entity with respect to the contractual relationship between the Patient and the Professional, the sole entity responsible for meeting the requirements for carrying out the activity carried out through the Platform and for any content, analysis and food information exchanged through the Platform itself ;

ii) the service can be used at the discretion of the Professional, without Nutribook being able in any way to continue the service to the Patient in case of different wishes of the Professional, expressly indemnifying the Supplier from any possible damage resulting from the cancellation and/or suspension and/or limitation of the Account and/or the Service(s) towards the Professional and/or the Patient himself;

iii) the Patient expressly undertakes to adopt behaviors that do not infringe the current legal order based on what is expressly provided for by the art. 4 of these Terms and Conditions;

iv) the Patient declares to be aware that the Data Controller of the personal data relating to him is the Professional, based on what is better specified in the privacy information (“Privacy Policy”) referred to at this address www.nutribook.app/en/privacy/

7. INTELLECTUAL PROPERTY

7.1. The User is required to use the Platform in compliance with the intellectual and/or industrial property rights of the Supplier and accepts and acknowledges that ownership of the software and the Platform, including the source codes and any adaptations, developments, accessory tools, the improvements made by the Supplier, the documentation and the rights of economic use thereof, remain the exclusive property of the Supplier. Any material which is the subject of intellectual and/or industrial property rights in favor of third parties and which is made available via the Platform will be used in compliance with such rights.

7.2. The Software, including the Platform and its source code, may not be manipulated, modified, decompiled, duplicated, adapted, tampered with, decoded, extracted, copied, disseminated, published, in whole or in part and the User or any other person who uses the software will not be able to exploit it economically, grant it to third parties free of charge or for a fee, dispose of it directly or transmit it even through third parties.

7.3. The User assumes all responsibility relating to the use of the Platform by third parties, including delegated parties, and undertakes to indemnify and hold the Supplier harmless from any prejudicial consequences resulting from the violation of the preceding paragraph.

7.4. Ownership of all rights to trademarks, logos, names and other distinctive signs associated with the Platform is the property of the Supplier, with the consequence that the User will not be able to use them in any way without the prior written authorization of the Supplier itself.

7.5. In the event that the User violates the industrial or intellectual property rights of the Supplier and/or third parties, the Supplier reserves the right to proceed with the immediate cancellation and/or suspension of the Account, without this being construed as a breach by Nutribook as well as to terminate this contract pursuant to article 1456 of the civil code.

7.6. The ownership of all rights on trademarks, logos, names, and other distinctive signs associated with Nutribook belongs to the Supplier and/or the Cloud Service Provider, with the consequence that the User will not be able to use them in any way without prior written authorization of the Supplier and/or the Cloud Service Provider.

8. ACTIVITY REGISTER

8.1. The User acknowledges and accepts the existence of the Activity Register created by Nutribook, compiled and stored by the Supplier or Cloud Service Provider.

8.2. The User also declares to be aware that it constitutes full and incontrovertible proof of the facts and actions carried out by Users through the Platform.

8.3. The Activity Register may be exhibited and/or provided exclusively at the request of the User and the parties authorized by law.

8.4. The Supplier adopts all the technical and organizational measures necessary to guarantee the confidentiality of the connection registers.

9. DELETION OF ACCOUNT

9.1. The User may withdraw from the Terms and Conditions and from the Platform at any time and without any reason, by simply sending, from the e-mail address associated with the Account, a communication containing the statement "CANCEL ACCOUNT" to the following address e-mail: info@nutribook.app.

9.2. The Patient can independently delete their Account through the specific function present in the mobile app.

9.3. The Supplier reserves the right to withdraw from the contract referred to in these Terms and Conditions at any time and without obligation to give reasons or to no longer offer the use of the platform to the User, by giving written notice to the Customer/User and /or to the Patient with 30 (thirty) days' notice, except in the case of events determined by force majeure or fortuitous events, by virtue of which the Supplier reserves the right to withdraw from this contract with immediate effect.

9.4. Once the period indicated above has elapsed, the Contract shall be considered terminated and/or terminated and Nutribook may at any time deactivate the Account and/or the Services without further notice and reimburse the Customer for any amount corresponding to the paid and unused subscription period.

10. FINAL PROVISIONS

10.1. In no case may any breaches and/or behaviors of the Customer that differ from the Contract be considered as exceptions to the same or tacit acceptance of the same, even if not contested by the Supplier. Any failure of the Supplier to exercise or enforce any right or provision of the Contract does not constitute a waiver of such rights or provisions.

11. JURISDICTION

11.1. These Terms and Conditions of use are subject exclusively to Italian law.

12. COMPETENCE

12.1. Any dispute arising from these Terms and Conditions will be referred to the exclusive jurisdiction of the courts of Bologna - Italy.

13. SAFEGUARD CLAUSE

13.1. In the event that one of the clauses of these Terms and Conditions is void and/or invalid for any reason, this will in no case compromise the validity and

compliance with the other clauses provided therein.

14. PROCESSING OF PERSONAL DATA

14.1. With reference to the processing by the Supplier of the personal data of third parties for which the Customer is the data controller or in any case processed in the execution of the Contract ("Third Party Personal Data"), pursuant to the General Regulation for the Protection of Personal Data no. 619/2016 ("GDPR"), the Parties acknowledge and agree to comply with the provisions of the "Main Agreement for the Processing of Personal Data between the parties and available at www.nutribook.app/gdpr

14.2. The Customer's personal data collected and processed by the Supplier for its own purposes and methods and of whose processing, therefore, the Supplier is the Data Controller pursuant to the GDPR ("Customer's Personal Data"), will be processed by the Supplier in accordance with what is reported in the information released at the bottom of these General Conditions by the Supplier pursuant to articles 13 and 14 of the GDPR.

Pursuant to and for the purposes of articles. 1341 and 1342 Civil Code, the User with the consultation of this website, the Customer with the purchase of the Services referred to in the Platform and the Patient expressly declare to share and approve the following articles: art. 2.2., 2.3., 2.4. and 2.5. (object); art. 3.1, 3.2., 3.3., 3.4, 3.5. (Platform Contents and User Access); art. 4.1, 4.2., 4.3. and 4.4. (User Obligations); art. 5.1., 5.2., 5.3, 5.4, 5.5, 5.6 and 5.7. (Further terms and conditions relating to the Patient), art. 6.1 and 6.2. (Additional terms and conditions relating to the patient); art. 7.1., 7.2., 7.3., 7.4., 7.5. and 7.6. (intellectual property); art. 9.1. and 9.2. (Account deletion) art. 12.1. (competence); art. 11.1 (jurisdiction);

Nutribook srl

Via Vittoria, 23G

40068 – San Lazzaro di Savena (BO)

C.F. e P.IVA 03967501200

Tel: 0510402763

When contacting us, the interested party must ensure that they include their name, email/postal address and/or telephone number(s) to ensure that communication can be handled correctly.