1. INTRODUCTION
 1.1. BePart has devised and is the exclusive owner of an online platform (“Platform”) that enables creators and influencers to promote and organize events, experiences, or in-person meetings (“Events”), making it possible to sell access titles (“Tickets”) to private users interested in attending them.1.2. The Platform is accessible via the website bepartapp.net.1.3. The users of the Platform (“Users”) are exclusively:
         ◦ natural persons who register on the Platform in order to purchase Tickets (“Purchaser(s)”);
         ◦ natural persons who register on the Platform in order to sell Tickets (“Seller(s)”).
 1.4. Users who register on, and use, the Platform declare that they are over 18 (eighteen) years of age and have legal capacity to act1.5. The Platform is accessible from any device equipped with an internet connection, whether a computer, a tablet, or a smartphone.1.6. These general terms and conditions govern the relationship between BePart and the Users for the use of the technical services provided by BePart through the Platform, aimed at enabling Users to use the Platform, under the following terms and conditions (“Terms and Conditions of Service”).1.7. The contract between BePart and the Users consists of these Terms and Conditions of Service and the privacy notice (“Privacy Notice”) drafted pursuant to Articles 13 and 14 of Regulation (EU) 2016/679 (“GDPR”) relating to the processing of personal data – as defined by Article 4 of the GDPR - (“Personal Data”) published on the Platform (jointly, the Terms and Conditions of Service and the Privacy Notice are hereinafter defined as the “Contract”).
 
 2. REGISTRATION
 2.1. In order to access the Platform, Users are required to create and have their own personal account. The registration procedure on the Platform consists of the following steps (“Registration”): (i) entry of the data and information required by the Platform (including, in particular, first name, last name, date of birth, e-mail, mobile phone number); (ii) choice of an e-mail and a password in accordance with BePart’s instructions (“Credentials”); (iii) review and acceptance of these Terms and Conditions of Service and the Privacy Notice; (iv) verification and activation of the personal account through the procedure provided by the Platform (“Profile”).
 2.2. During Registration, the execution of the Contract takes place in electronic form, through the “point and click” mechanism (i.e., by placing a “flag” on non-preselected boxes), selecting the appropriate boxes, for adherence to the Terms and Conditions of Service and to the Privacy Notice, as well as for the express acceptance of the following articles of the Contract pursuant to Articles 1341 and 1342 of the Italian Civil Code: 3.3 and 4 (Use of the Platform), 5.2 (Account Suspension), 5.3 (Account Deletion), 5.4 (Indemnity), 9 (Refund), 13.4 (Express termination clause), 14 (IP Rights) and 15 (Amendments).
 2.3. The Seller, in order to validly sell Tickets, is required to register with Stripe Inc., with registered office at 185 Berry St #550, San Francisco, CA 94107, USA (“Payment Processor”). Registration on the Payment Processor’s website takes place through the Platform on a dedicated page, subject to the Seller’s acceptance of the Payment Processor’s general terms of service and privacy notice, which govern the relationship that is established and takes place directly between the Seller and the Payment Processor (“Payment Processor Contract”).
 2.4. BePart reserves the right to refuse, at its sole discretion, the registration of any User who does not comply with the General Conditions.
 
 3. ROLE OF THE PLATFORM
 3.1. The Platform constitutes a virtual showcase within which Users have the possibility to buy and sell Tickets under their sole responsibility and without commercial purposes, in compliance with the provisions of Article 1, paragraph 545 of the Law (“Sale and Purchase”).
 3.2. In particular, through the Platform: (i) the Seller may upload Tickets in order to sell them under its sole responsibility (“Sale”) and in compliance with the provisions of Article 1, paragraph 545 of the Law; (ii) the Purchaser may purchase the Tickets of interest (“Purchase”).
 3.3. BePart does not sell, buy, or transfer, in any case, ownership of the Tickets. BePart merely grants Users the right to use the Platform, in order to benefit from the neutral technical services referred to in the following Article 4.
 3.4. BePart is legally extraneous: (i) to the Sale and Purchase contract concluded between the Purchaser and the Seller on the Platform and, it assumes no liability in relation to payment and invoicing and the performance of the Sale and Purchase contract, nor does it act in any way as agent or intermediary of the Seller; and (ii) to the Payment Processor Contract and, therefore, it assumes no liability with regard to the fulfilment by the Payment Processor of the obligations undertaken by it towards the User, since BePart does not intermediate payments which take place directly between Purchaser and Seller, through the Payment Processor.
 
 4. USE OF THE PLATFORM
 4.1. Upon completion of Registration, BePart grants Users the right to use the Platform in order to enable them to:
         ◦ create and manage their Account;
         ◦ Depending on the profile and available functionalities, Users may:
    as influencers, propose and organize Events, upload the relevant Tickets on the Platform, in accordance with the terms and conditions set forth in these Terms and Conditions of Service, select the fan applicants for each event to whom to sell the Tickets.
 Even in the case of Events originated from proposals received from fans, the creator who accepts the Event remains solely responsible for it and acts as Seller.
as fans or interested users, purchase Tickets for Events published on the Platform as Purchasers, apply to participate in future Events proposed by creators, and/or suggest new experiences or Event formats through the interaction tools made available on the Platform. Such proposals do not create obligations for creators and will be handled at their discretion.
 Any additional service that, at its sole discretion, BePart may decide to implement on the Platform during the term of the Contract.
 4.2. Each User accesses the Platform autonomously and under their sole responsibility, and is personally responsible for any fact or act carried out by them within the Platform.
 4.3. The Platform is provided in the most recent version available at the time the Contract is concluded.
 
 5. USERS’ OBLIGATIONS
 5.1. Each User undertakes to:
 5.1.1. use the Platform in compliance with applicable law (including, by way of example and not limitation, Article 1, paragraph 545 of the Law, Legislative Decree 53/2019, legislation on intellectual property, the Consumer Code and the GDPR), the Contract and the instructions provided by BePart and available on the Platform;
 5.1.2. provide true and correct data and information during Registration and ensure that they are updated at all times;
 5.1.3. choose and use only secure Credentials in accordance with BePart’s instructions, not disclose their Credentials to unauthorized third parties who are not authorized to access the Platform and not leave their device unattended with an open session on the Platform;
 5.1.4. immediately inform BePart of any abuse, loss or theft of the Credentials and of any unauthorized use of the Account or any other breach of the security of their device (for example loss of the device without adequate measures preventing use of the Account);
 5.1.5. not upload and disseminate through the Platform, Tickets with illegal or fraudulent content (such as, e.g., violent, pornographic, obscene or discriminatory content), or content that infringes third-party rights (including image rights or intellectual property rights) and third-party interests (including other Users), or in any case unrelated to the purposes of the Platform and therefore incompatible with these Terms and Conditions of Service (“Illegal Content”);
 5.1.6. not use the Platform in an unlawful, fraudulent, offensive manner or in a manner harmful to the reputation and honor of BePart and other Users or third parties;
 5.1.7.not engage in any conduct, action or behavior potentially capable of prejudicing in any way the functioning of the Platform and access to it by Users.
 5.2. In the event of the User’s breach of even one of the obligations set forth in this article, BePart reserves the right to immediately suspend, for the time necessary to carry out or have the competent authorities carry out any checks or investigations, access to the Account and its use by the defaulting User, upon notice by e-mail to the User indicating the reason for the suspension. The suspension of the Account may have a maximum duration of 60 (sixty) days, without prejudice to any extension necessary for the competent authorities to carry out such checks and investigations. The User acknowledges and, to the extent necessary, accepts that BePart is required to share with the authorities charged with carrying out checks and investigations any data or information relating to access to the Platform, use of the same and the uploading of Illegal Content relating to the User (such as, by way of example and not limitation, user agent and IP addresses).
 5.3. Without prejudice to the provisions of the preceding Article 5.2, BePart reserves the right to delete a User’s Account from the Platform:
         ◦ in the event of violation of Articles 5.1.6. and 5.1.7.;
         ◦ in the cases referred to in this Article 5.3., BePart will send a notice by e-mail to the User stating the reasons for the deletion.
 5.4. For the maximum period provided by applicable law, in the event of the User’s breach of even one of the obligations under the preceding Article 5.1., the User undertakes to indemnify and hold harmless BePart from any detrimental consequence (such as, for example, damages and claims for compensation or indemnification) that may arise, either directly or indirectly, from claims by third parties (including, but not only, Users) by reason of, or otherwise connected with, such breach.
 
 6. UPLOADING OF TICKETS
 6.1. After clicking on “Propose an event”, the User who intends to propose to sell or sell one or more Tickets must:
         ◦ choose the name of the Event to which the Ticket(s) relates;
         ◦ indicate the details of their proposal: (i) the location where the event will take place; (ii) date and time of start and end of the event; (iii) the influencer to whom to propose the event (if proposed by a fan); (iv) the ticket price;(v) the event description; (vi) what is included in the ticket price; (vii) what is not included in the ticket price.
         ◦ It is clarified that what is indicated in the free-text field relating to the description of the event, what is included and what is not included in the ticket price must comply with these Terms and Conditions of Service (including the obligations set forth in Article 5.1.) and falls under the Seller’s sole responsibility;
 6.2. Following the entry by the User of the Price (“Sale Price”), that will be the price for all users who intend to apply for the event. If the event is proposed by the fan, the influencer may accept that event at that price or propose a different one with a different price.
 6.3. Finally, at the end of the event proposal procedure, if proposed by an “influencer” profile automatically or if proposed by a “fan” profile subject to verification and acceptance (“moderation”) of the platform, the Platform generates a link relating to the uploaded Ticket(s) that the User may share on their social media.
 7. APPLICATION PROCEDURE TO PARTICIPATE IN EVENTS
 7.1 Our platform allows users (hereinafter “fans”) to apply to participate in live events organized by registered creators/influencers (hereinafter “influencers”).
 7.2 The application does not guarantee participation in the event, nor does it constitute a ticket purchase. The fan may at any time, before selection by the creator, withdraw their application at no cost.
 7.3 In order to apply, the fan is required to:
 Possess a complete profile compliant with the identity verification guidelines, which provide for:
 The upload of a short selfie video in which the fan states first name, last name and age, clearly framing the face.
 Save a valid payment method, which will be used only in the event of subsequent selection by the creator.
 8. SELECTION OF CANDIDATES AND CHARGE
 8.1 The creator has full discretion in selecting candidates for their events, based on profile data, identity verification and other personal criteria.
8.2 Only the selected candidates will receive confirmation of participation in the event (and the exact address where the event will take place) and, at the same time, the cost of the ticket will be charged to the saved payment method.
 8.3 It is specified that for anyone who has purchased the ticket for an event, and is therefore aware of the place where it will be held, it is prohibited to share such information or invite persons who were not among those selected for the same event. 
 8.4 In the event of failure to comply with the provisions of point 8.3, the influencer or whoever acting on their behalf is entitled to remove the non-selected persons (and who therefore have not purchased the ticket) and also the paying persons who have not complied with such clause, by inviting other persons or forwarding or communicating to others the address where the event takes place.
9. PURCHASE PROCEDURE
 9.1. The User who intends to proceed with the Purchase must:
 
 9.1.2. select the Ticket for the event of interest;
 9.1.3. click on the “Apply” button provided on the Platform
 9.1.4 if the event is proposed by a fan, from the “Propose an event” section, if this event is published on the creator’s profile, the proposing fan is already considered a candidate for that specific event;
 9.1.5. proceed to save the payment method, knowing that if they are not selected to participate they will not receive any charge, and that if they are selected they will receive a charge in an amount equal to the price of the event, as indicated in the event’s specifications
 9.1.6 if they no longer wish to participate in the event, or can no longer participate for any reason, they must cancel their application from the platform, using the appropriate button which is always found in the “box” containing the information about the event (from which they had previously applied), no later than the selection of participants by the influencer
 9.1.7 It is specified that the selection of participants for the event, carried out by the influencer, may also take place before the end of the period for applying for the event, at the influencer’s full and unquestionable discretion
 9.1.8 It is also specified that at the time of selection of participants referred to in point 9.1.7, the cost of the ticket will be charged
 9.2. The Purchaser will receive an order confirmation e-mail (“Purchase Order”), also containing the exact address where the event will take place, which is subject to the confidentiality obligations set forth in Article 8.3, from bePart which, at the same time, will inform the Seller of the Purchase Order for the Tickets for the fans selected by them via e-mail (“Purchase Order Notice”).
 9.5. Once the Purchase Order is confirmed by the Seller, the sale and purchase shall be deemed automatically concluded without the need for any further confirmation by the Purchaser, who will receive a specific notice via e-mail (“Conclusion of the Sale and Purchase”). The Purchaser will receive a notice by e-mail. 
 
 10. PURCHASER’S WITHDRAWAL FROM THE SALE AND PURCHASE
 10.1 Until the time of selection by the influencer of the participants in the event, which may also take place before the end of the period for applying for the event, at the influencer’s full and unquestionable discretion, the application entails no financial charge and may be freely cancelled by the fan. In such case, no sale and purchase contract is deemed concluded and, consequently, there is no need to exercise the right of withdrawal.
 10.2 at the moment a fan is selected by the influencer, the ticket sale and purchase contract is deemed concluded and the relevant amount is automatically charged to the previously saved payment method.
 10.3 pursuant to Article 59, paragraph 1, letter n) of the Consumer Code, the right of withdrawal is excluded for contracts providing for the supply of services relating to leisure activities (such as events, meetings, shows, etc.), if the contract provides for a specific date or period of performance, as in the case of events organized through this platform.
 
 11. REFUND TO THE PURCHASER
 11.1 once the fan has been selected and the ticket has been purchased, it may not be refunded nor resold nor transferred to third parties, since participation is personal and based on the individual selection made by the influencer.
 11.2 Exceptions: a refund may be requested exclusively in the following cases: (i) cancellation of the event by the influencer; (ii) substantial modification of the event (e.g. change of date, location, duration), such as to significantly affect the initially communicated conditions.
 11.3 In such cases, the Purchaser will be entitled to a full refund of the amount paid, within a maximum period of 14 working days from the communication of the cancellation/modification by the platform or the Influencer.
11.4 In no case may tickets be resold or transferred to third parties, nor may a name change be requested. Participation in the event is personal and nominative, as per the selection made by the Influencer, and substitution of the participant is not permitted, under penalty of invalidation of the access title. 
12. BEPART’S COMMITMENT
 12.1. BePart undertakes to (i) allow use of the Platform in compliance with the objective and subjective requirements set forth in Articles 135-octies et seq. of the Consumer Code; and (ii) update the Platform and the services provided through it, in order to maintain compliance pursuant to point (i) above, upon notice to Users of such updates and the relevant installation instructions, highlighting any consequences in the event Users do not install the updates within a reasonable period.
 12.2. The conformity referred to in the preceding Article 10.1. is guaranteed for the duration of the Contract referred to in Article 15.
 12.3. In the event of a lack of conformity, the User must inform BePart in writing, as provided for in Article 18, providing any information suitable to describe the defect found. The action aimed at asserting defects not fraudulently concealed by BePart is time-barred within 26 (twenty-six) months from the last use of the Platform or services by the User concerned.
 12.4. The User undertakes to cooperate with BePart, as reasonably possible and necessary in order to ascertain whether the cause of the lack of conformity of the Platform lies in the User’s digital environment, and within the limits of the technically available means that are less intrusive for the User. In the event of the User’s breach of this obligation, and within the limits set forth in Article 1.5., the User acknowledges that the burden of proof regarding the existence of the lack of conformity will lie exclusively with them.
 12.5. In the event of a lack of conformity, the User shall first have the right to request restoration of conformity without costs or inconvenience and within a reasonable period. In the event that: (i) restoration of conformity is impossible or excessively burdensome, (ii) BePart does not restore and/or declares that it does not intend to do so, (iii) despite BePart’s attempts to restore, the lack of conformity persists or recurs, or (iv) the lack of conformity is so serious as to justify immediate termination of the Contract; the User shall have the right to terminate the Contract.
 
 13. BEPART COMMISSION
 13.1. For the services offered through the Piattafroma, BePart is entitled to a consideration determined as a percentage of the Total Price (“Commission”), calculated as follows:
     • Commissions charged to Sellers: equal to 15% of the Sale Price (VAT included) for each Ticket sold.
 13.2. The Commission is paid by the User to BePart through the Payment Processor, at the time the Sale and Purchase is concluded.
 13.3. Payment of the Commission enables BePart to offer an ethical service compliant with the Law and to ensure Users forms of guarantee for purchases made through the Platform (so-called “Ticket Protection”). In this regard, BePart guarantees its Users: (i) that Tickets purchased on the Platform are original and valid for entry through an automated system that operates until the day of the Event; (ii) the right to a refund under the terms and conditions set forth in Article 11 and (iii) the possibility to conclude the Sale and Purchase through an accredited Payment Processor.
 13.4. BePart undertakes to send the User the tax-accounting documentation relating to payment on a bimonthly/quarterly basis concerning the Commissions paid in that reference period.
 
 14. SUBMISSION OF COMPLAINTS AND INTERNAL COMPLAINT HANDLING PROCEDURE
 14.1. Complaints may be submitted by users by writing to the e-mail address info@bepartapp.net. BePart’s customer support service is available in the time slot 9-18, Monday to Friday.
 14.2. The Purchaser is given the possibility to submit a complaint within 24 hours of the day of the Event.
 14.3. Complaints sent by Users are analyzed and resolved by BePart based on their nature. The internal procedure followed for handling the main cases of complaints received is set out below:
         ◦ Seller error in ticket information - if a complaint concerns incorrect information on Tickets (e.g. location, date or details that do not match the final ticket), the internal procedure provides for the following steps: (i) complaint verification: BePart verifies the Purchaser’s report to confirm the error in the description; (ii) full refund: if the complaint is found to be well-founded, BePart fully refunds the amount paid by the Purchaser; (iii) notification to the seller: the Seller is informed of the refund made due to the discrepancy between the ticket described in the listing and the one actually purchased.
 
 15. DURATION AND WITHDRAWAL FROM THE PLATFORM, TERMINATION AND EFFECTS OF TERMINATION OF THE CONTRACT
 15.1. The Contract shall be effective from the date of execution until the deletion of the Account by the User or by BePart, without prejudice to the provisions below.
 15.2. The User may withdraw from the Contract by exercising the right of withdrawal provided for in Article 52 of the Consumer Code within 14 (fourteen) days from the date of execution of the Contract. In such case the User will not be required to provide any reason, nor will they have to bear additional costs.
 15.3. Each party has the right to withdraw from this Contract, by written notice containing the explicit declaration of the intention to withdraw from the Contract, in compliance with the following terms and conditions with a notice period of 15 (fifteen) days.
 15.4. Without prejudice to any other right provided by law or by this Contract, BePart has the right to terminate the Contract, by written notice addressed to the User, containing the declaration of intention to avail itself of this express termination clause, with immediate effect in the event of repeated breach, or, with reasonable notice in the event of a single breach, by the User of one of the following articles: 5 (Users’ Obligations) and 14 (IP Rights).
 15.5. Immediately following termination of the Contract, for any reason, the User will no longer be able to access the Platform and must refrain from using BePart’s IP Rights (as defined in the following Article 16).
 15.6. Tickets uploaded on the Platform by the User prior to termination of the Contract and remaining unsold will be removed from the Platform without the User being entitled to any refund by BePart.
 15.7. The User acknowledges that rights relating to Personal Data collected by BePart provided for in the Privacy Notice remain unaffected, which BePart invites the User to consult.
 15.8. BePart reserves the right to delete any Account that is unused for a continuous period of at least 1 (one) year, upon notice by e-mail to the User who owns the relevant Account.
 
 16. PLATFORM IP RIGHTS
 16.1. Users acknowledge that the intellectual and industrial property rights of the Platform (“IP Rights”) are the exclusive property and/or fully available to BePart.
 16.2. Users undertake, therefore, for the entire duration of the Contract, or even thereafter, directly or indirectly, to:
         ◦ use the Platform’s IP Rights solely for the performance of what is provided for in the Terms and Conditions of Service and in compliance with the obligations assumed herein;
         ◦ use the utmost diligence to prevent third parties, including other Users, from carrying out actions and/or acts that may impair or limit the validity or possibility of use of the Platform’s IP Rights;
         ◦ not copy, modify, perform reverse engineering operations on the Platform and the related IP Rights;
         ◦ not infringe and/or weaken in any way BePart’s IP Rights.
 16.3. Users undertake to immediately and in writing notify BePart of any act or fact by third parties (including other Users) that infringes or even only potentially prejudices the Platform’s IP Rights.
 
 17. AMENDMENTS
 17.1. In the event of an amendment to this Contract, the User acknowledges and agrees that:
         ◦ if the amendment exclusively concerns the technical functioning of the Platform (e.g. methods of entering data, access, uploading Tickets), it shall become immediately effective between the parties, without the User being able to raise any objection, acknowledging BePart’s power to update or improve the Platform’s functions at any time;
         ◦ if the amendment is required, under penalty of nullity or invalidity of one or more provisions of the Contract, by reforms of applicable laws and regulations, or is aimed at protecting Users from fraud, malware, spam, data breaches or cybersecurity risks, it shall become immediately effective between the parties, without the User being able to raise any objection;
         ◦ in all other cases, the amendment proposed by BePart shall become effective only after the expiry of a period of 15 (fifteen) days (or longer if necessary to allow Users to make adequate technical or commercial adjustments to comply with the amendments) from the notice by BePart via e-mail, without prejudice to the User’s right to withdraw to be exercised within the same period, via e-mail, without any charge and/or penalty borne by the User.
 17.2. It is the User’s responsibility to verify from time to time the current version of these Terms and Conditions of Service which will be published and accessible at all times on the Platform.
 
 18. ARBITRATION CLAUSE
 18.1. In the event that the Purchaser initiates a complaint procedure, referred to in Article 14, BePart will invite Seller and Purchaser to participate in a moderated chat discussion during which BePart will act as an impartial third party, assessing the situation according to fairness.
 18.2. The Users’ right to bring the matter before the competent judicial authority remains unaffected.
 
 19. APPLICABLE LAW AND EXCLUSIVE JURISDICTION
 19.1. For matters not governed by the Contract, Italian law shall apply.
 19.2. For any dispute relating to the Contract, including its performance, interpretation and/or termination for any reason whatsoever, exclusive jurisdiction shall lie with the court of the User’s domicile, without prejudice to the possibility for the User to choose to bring proceedings before the Court of Padua.
 19.3. BePart reminds Users that, pursuant to Article 14 of Regulation (EU) 524/2013, and without any constraint in the cases provided for by the national legislation applicable from time to time, the User may find all useful information to access online dispute resolution mechanisms (so-called ODR) at the following link: https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.home2.show\&lng=IT.
 
 20. MISCELLANEA
 19.1. (Survival) If one or more provisions, or portions thereof, of the Contract are declared invalid, illegal or otherwise unenforceable, in whole or in part, by law or by judicial measure, the remaining provisions, or portions thereof, shall nevertheless remain binding and enforceable between the parties. In any case, the parties undertake to agree in good faith on the introduction of an alternative provision as similar and compatible as possible with the provision found invalid, illegal or unenforceable.
 19.2. (Tolerance) Delayed or omitted or partial exercise of any right provided for by the Contract, or tolerance of a breach by the other party, shall not prejudice in any way the party holding such right, or suffering such breach, unless it has expressly waived it in writing.
 19.3. (Assignment) BePart may validly assign or transfer to third parties, in whole or in part, for any purpose or for any reason, the Contract or any right or obligation arising therefrom, without the prior consent of the Users being necessary.
 19.4. (Assignment to third parties) Users may not assign or transfer to third parties the Contract, nor the obligations or rights arising therefrom.