BUSINESS COMMUNITY TERMS AND CONDITIONS

These terms and conditions (“T&C”) govern the membership to the Business Community under Layer 4 of the Federated Innovation (“Business Community”) and the relationship between each member of the Business Community (“Layer 4 Member” or “L4M”) and the Federated Innovation Network, a network-subject created pursuant to Section 3 para. 4-ter of Decree-Law no. 5/2009, with registered office in Milan, Via Porlezza 12, Fiscal Code and Companies’ Register of Milan no. 11574850969, email info@federatedinnovation-mind.com, certified email (PEC) federatedinnovationnetwork@legalmail.it (“FI”, “we”, “us”, or “our”).
By registering to the Business Community and accepting these T&C you agree to be bound by these T&C, the Platform Terms of Use and the Guidelines on Exchange of Information on behalf of your employer or another entity and you represent and warrant to us that (i) you have the full legal authority to bind your employer or such other entity (ii) the acceptance of these T&C and performance of the obligations hereunder do not and will not violate any agreement to which your employer or such other entity is a party or by which it is otherwise bound.

1. The Business Community and membership benefits

1.1 The Business Community under Layer 4 of the Federated Innovation is a collaborative network of entities willing to engage in innovation initiatives, projects and events within the Federated Innovation ecosystem. The Business Community represents Layer 4 of the Federated Innovation ecosystem. Other layers of the Federated Innovation ecosystem are: Layer 1 (Innovation Alliance), Layer 2 (Thematic Area Leaders), Layer 3 (Innovation Initiatives) and Layer 5 (Talent Community) (together the “Layers”). Membership or access to the other Layers is subject to separate terms and conditions, agreements and/or policies. However, the membership to the Business Community allows interactions with the members of the other Layers (“Members”). Such interactions are facilitated by a dedicated supporting and catalyst function of the Federated Innovation (“Ecosystem Support”).

1.2 The onboarding and participation to the Business Community takes place mainly through the Federated Innovation Digital Square Platform (“Platform”).

1.3 Membership to the Business Community offers to L4M a range of services (“L4 Services”), which may be provided free of charge or upon payment of a fee, as indicated from time to time, including the following:

- access to selected resources provided through the Platform;

- information and updates about Innovation Initiatives active within Layer 3 and opportunity to propose and be invited to participate or contribute to projects for Innovation Initiatives to be launched at Layer 3 (bottom-up approach);

- opportunity to engage in research, development and innovation (RDI) activities carried out within the Federated Innovation, also as selected provider;

- opportunity to propose or participate to events or workshops within the Federated Innovation;

- access to innovative spaces, research infrastructures and services provided within the Federated Innovation district, upon FI’s prior authorization;

- access to selected initiatives which are not covered by confidentiality agreements within relevant Thematic Areas;

- opportunity to gain access to Layer 1 and Layer 2 Members as well as to the district Anchors and Institutional Players through dedicated events and to receive support for start-up and scale-up activities;

- access to skilled human capital;

- involvement in the data mapping and matching system within the Platform allowing the matching between L4M and Innovation Initiative with the aim of facilitating the scouting activity by other Members, in accordance with the innovation management process described in Section 5.

1.4 The list of L4 Services under Section 1.3 is not binding. Therefore, unless otherwise agreed in writing, we have no obligation to provide the L4 Services and we reserve the right to change the L4 Services from time to time without prior notice. Each of the L4 Services may be subject to additional terms and conditions.

1.5 We do not guarantee the uninterrupted availability of or accessibility to the Platform and L4 Services. FI may terminate or restrict the availability of all or part of the Platform or L4 Services without notice at any time and for any reason, including to protect the security or integrity of the Platform, our servers, or to carry out maintenance for the Platform. FI may, in its sole discretion, discontinue the Platform or any portion or feature thereof or modify the features of the Platform or L4 Services from time to time without prior notice.

1.6 You can only access and use all the L4 Services in accordance with these T&C, the Platform Terms of Use, the Guidelines on Exchange of Information and any other applicable terms and conditions.

2. Onboarding process

2.1 To onboard to the Business Community you need to follow the following steps:

- create an account (“L4 Account”) on the Platform by filling in the registration form with the required information;

- accept these T&C and read the Privacy Policy;

- complete the self-assessment form provided on the Platform and provide the required information, including the contact details of a physical person within your organization who will act as a point of contact between you and FI.

3. Intellectual Property

3.1 All intellectual property on the contents of the Platform (except for content generated by the Members) is owned by FI or its licensors. You are subject to any obligation or restriction provided for in this respect by the Platform Terms of Use.

3.2 The Federated Innovation trademarks and format are owned by Lendlease S.r.l. and licensed to FI.

3.3 Nothing in these T&C shall be interpreted as granting you any license or other rights on the intellectual property owned by or licensed to FI or any Member of the FI.

4. L4M Content, Trademarks and Logos

4.1 You are solely responsible for all content, information or data uploaded or published or otherwise made available by you on the Platform (“L4M Content”) and compliance with all laws pertaining to your L4M Content, including, but not limited to, laws requiring you to obtain licenses to use content owned by others, consent of a third-party to use the L4M Content, and to provide appropriate notices of third-party rights.

4.2 You also agree and warrant not to post, upload, publish, submit or transmit any L4M Content that breaches the Platform Term of Use or any other terms, standards, or policies applicable to the L4 Services to which you have agreed, any applicable laws or third-party rights.

4.3 Except as otherwise agreed in any other agreement between you and FI, you are the owner of your L4M Content and grant to FI a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to access, use, moderate, edit, view, analyse, store, copy, reproduce, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise use in any manner (including for promotional purposes) such L4M Content in connection with the Platform and/or the L4 Services in a manner consistent with these T&C and the Platform Terms of Use.

4.4 You acknowledge that uploading or publishing your L4M Content on the Platform or otherwise disclosing it within the Federated Innovation ecosystem may affect your rights to protect any inventions, know-how and/or trade secrets contained therein in accordance with the applicable intellectual property laws.

4.5 FI reserves the right to restrict how other Members may use or exploit your L4M Content, including, without limitation, prohibiting the Members from sharing such L4M Content outside of the Platform or introducing technical limitations that prevent Members from having a copy of the L4M Content.

4.6 FI may, in its sole discretion and without prior notice or liability to you, modify, remove, cancel, terminate, or disable any L4M Content that FI reasonably determines, in its sole discretion, to be in breach of applicable law, these T&C, or the Platform Terms of Use, or that otherwise may be harmful or objectionable to FI, other Members, or third parties, or to comply with applicable law or a court order. FI further reserves the right to disclose any L4M Content and other information to law enforcement or others as we believe reasonably necessary. You also agree to provide FI with such cooperation and information and take such actions as FI may reasonably request relating to any investigation undertaken by FI or its representatives regarding the use of the Platform or compliance with these T&C and the Platform Terms of Use.

4.7 You grant FI the right to use your name, trademarks and logos on the Platform and related materials (including marketing materials), solely to indicate your membership to the Business Community and/or to perform the L4 Services.

5. Innovation Management Process

5.1 You may participate to certain Innovation Initiatives or other RDI activities within the other Layers upon:

- invitation by the Ecosystem Support, which may derive from the matching system implemented on the Platform;

- your proposal or request submitted according to the modalities indicated from time to time;

- initiative of Layer 1 or Layer 2 Members.

5.2 Upon confirmation by you of your interest to participate to the Innovation Initiatives or other relevant RDI activities, you may be required to participate to a selection process, based on specific needs of thematic areas and/or sectors of specialisation.

6. Access and transition to other Layers

6.1 FI may provide from time to time the possibility to access or transit to other Layers.

6.2 In case of access to another Layer your relationship with FI and the other Members of such Layer will be regulated separately. These T&C remain valid and applicable to the activities carried out by you as a L4M.

7. Opt-Out

7.1 You may exercise at any time an opt-out from the Business Community by asking for the deletion of your L4 Account on the Platform.

7.2 Upon the deletion of your L4 Account:

- your entitlement to membership benefits and, unless otherwise provided for, the right to access to or use the L4 Services will cease, without prejudice to the validity and effectiveness of any separate agreement entered into by and between you and FI or any other Member;

- FI will cease to use your name, trademarks and logos on the Platform and related new materials to indicate your membership to the Business Community, without prejudice to any right to use them under any separate agreement between you and FI;

- your L4M Content will be returned or made available to you, without prejudice to Section 4.3.

8. Communications and complaints

8.1 Any communications or notices under these T&C shall be sent to the following email or certified email addresses:

- if to FI: info@federatedinnovation-mind.com or federatedinnovationnetwork@legalmail.it;

- if to you: to the email address or certified email address of your contact point as indicated in the registration form,

or to the different addresses subsequently communicated in accordance with this Section 8.1.

9. Liability

9.1 Nothing in these T&C excludes or limits yours or FI’s liability for:

- fraud or fraudulent misrepresentation;

- acts or omission due to wilful misconduct or gross fault; or

- any other liability which may not be limited or excluded under applicable law.

10. Independent Relationship

10.1 Unless otherwise provided for in writing, your relationship with us under these T&C is limited to being an independent, third-party contractor, and not an agent, joint venturer or partner of FI for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of FI. FI does not, and shall not be deemed to, direct or control you generally or your performance under these T&C.

11. Third-Party Content

11.1 The Platform may contain content, resources or links to websites of other L4M, Members or third parties (“Third-Party Content”). Such Third-Party Content may be subject to different terms and conditions and privacy policies. FI is not responsible or liable for the availability or accuracy of such Third-Party Content and use of such Third-Party Content is at your own risk.

12. Data Protection

12.1 We will only use personal information you provide to us in accordance with our Privacy Policy.

12.2 You agree that your use of the Platform and L4 Services will comply with all applicable data protection and privacy laws and regulations and your own applicable privacy policies.

13. Assignment

13.1 You may not assign these T&C, without FI’s prior written consent. You agree that FI may assign or transfer these T&C to any third party, at its sole discretion, and hereby provide your consent thereto.

14. No Waiver

14.1 No failure by FI to enforce any of its rights related to the Platform and the Business Community or to a breach of these T&C will act as a waiver of such rights.

15. Governing Law and Jurisdiction

15.1 These T&C are governed by the Italian law. You agree to submit any dispute arising out of or in connection with these T&C to the exclusive jurisdiction of the courts of Milan.

15.2 You acknowledge and agree that FI is not obliged to mediate any disputes between you and any other L4M or Member. However if you are unable to resolve the dispute, you may refer the dispute to the FI which can (but is not obliged to), at its own discretion, review the details of the dispute and seek to help to resolve such dispute.

16. Changes

16.1 We may amend these T&C from time to time. We will post the revised T&C on the Platform and update the "Last updated” date to reflect the date of the changes. Please consult these T&C regularly. The use of your L4 Account and L4 Services after such modifications constitutes your full acceptance of the revised T&C.

16.2 If you do not accept the proposed change, you may opt-out in accordance with Section 7.

In accordance with Articles 1341 and 1342 of the Italian Civil Code, you expressly accept the provisions included in the following Sections: 1.4 (The Business Community and membership benefits), 1.5 (The Business Community and membership benefits), 4 (L4M Content, Trademarks and Logos), 11.1 (Third-Party Content), 15.1 (Governing Law and Jurisdiction).