COINDUSTRIO TERMS OF USE

THESE TERMS OF USE SET FORTH THE CONTRACTUAL TERMS GOVERNING THE USE OF THE COINDUSTRIO PLATFORM AND ARE LEGALLY BINDING ON YOU. IT IS IMPORTANT THAT YOU READ AND UNDERSTAND THESE TERMS OF USE IN THEIR ENTIRETY BEFORE AGREEING TO BE BOUND BY THE TERMS HEREOF.

Last Updated: January.30, 2017

TERMS OF USE

Welcome to Coindustrio Srls (also referred to as “Coindustrio” or “we”). Coindustrio provides to its users (“Users”) an online platform that matches purchasers (“Purchasers”) having electrical and electronic assemblies (“Subject Parts”) with suppliers (“Suppliers”) having the capacity and expertise to meet the Purchasers’ needs.The online platform is accessible at www.coindustrio.com and any other websites and software applications through which Coindustrio makes the online platform and the services provided by Coindustrio in association therewith available (collectively, the “CoindustrioPlatform” or “Coindustrio”). If you are using Coindustrio, you are contracting with Coindustrio and agree to comply with and be legally bound by these Terms of Use, whether or not you become a registered user of the Coindustrio Platform. These Terms of Use constitute a legally enforceable agreement between you and Coindustrio (this “Agreement”). If you accept and agree to be bound by this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement and, in such event “you” and “your” will refer and apply to that company or other legal entity. If you do not agree to this Agreement, you have no right to obtain information from or otherwise continue using the Coindustrio Platform and must cease your use of the Coindustrio Platform immediately.

COINDUSTRIO PLATFORM BASICS

Basics. As set forth above, Coindustrio online platform matches european purchasers having electrical and electronic assembly needs with italian suppliers having the capacity and expertise to meet the Purchasers’ requirements.

YOU ACKNOWLEDGE AND AGREE THAT COINDUSTRIO DOES NOT PROVIDE MANUFACTURING OR ENGINEERING SERVICES OR FUNCTION AS A MANUFACTURER OR ENGINEER IN ANY CAPACITY.

Registering as a Supplier. In order to register as a Supplier on the CoindustrioPlatform you will be required to submit to Coindustrio certain information regarding your operations, facilities, capacity, history, equipment, workforce, as well as such other information that Coindustrio may request from time to time (“Supplier Information”).

Notifications and Service Messages.Coindustrio may provide notifications via email notice, written notice, or through other means including mobile phone, as determined by Coindustrio in its sole discretion, to which you hereby consent. You acknowledge and agree that we shall have no liability associated with or arising from your failure to maintain accurate contact or other information, including, without limitation, your failure to receive critical information and notices about the Coindustrio Platform as a result thereof except to the extent that such failure was caused by Coindustrio’ gross negligence or intentional misconduct.

PROJECT SUBMISSION, BOOKING AND FULFILMENT

Submitting a Request.To submit to Coindustrio a project request, the Purchaser will be required to provide Coindustrio with certain information regarding the Subject Parts including, without limitation, the type, the quantity thereof, dates by which the Subject Parts must be received, shipping location for the finished Subject Parts, materials to be involved (ex. BOM), gerber files and engineering drawings of the Subject Parts (collectively, “Purchaser Specifications”). Upon Coindustrio’receival of the Purchaser Specifications, CoindustrioPlatform will match the proposed job with capable Suppliers based on an analysis of the Subject Parts, associated processes and Purchaser Specifications. The Users hereby agree that Coindustrio is free to reject any request for quotes for any reason and acknowledge that only requests for quotes that meet the capabilities of our Supplier network and are accompanied by all required information to complete the manufacture of the Subject Parts will be accepted and processed by Coindustrio.Upon acceptance of an Estimate a Purchase Order is generated.

Coindustrio does not endorse any Supplier. Suppliers are required to provide accurate Supplier Information, and although Coindustrio may undertake additional checks and processes designed to help verify or check the identities or backgrounds of Suppliers, we do not make any representations about, confirm, or endorse any Supplier or a Supplier’s facility or equipment.

Communications. Upon a Purchaser’s acceptance of a Purchase Order Coindustrio shall manage all communications between the Purchaser and Supplier throughout the process. All Purchasers and Suppliers hereby agree not to communicate directly with one another regarding the manufacture of a Subject Part either before the acceptance of a Quote or prior to the delivery of a Subject Product without Coindustrio prior written consent. All Users agree not to attempt to circumvent Coindustrio involvement in the manufacture of any Subject Parts under any circumstances.

Supplier Warranties. All Suppliers expressly agree and warrant that (i) all Supplier Information submitted by the Supplier to Coindustrio, is accurate and truthful in all respects; (ii) all Subject Parts shall be manufactured in compliance with the Purchaser’s Specifications; and (iii) all Subject Parts shall comply with all applicable laws. All warranties, whether expressed or implied, relating to the Subject Parts shall run from the Suppliers to Coindustrio, the Purchasers, their successors, and assigns.

Subcontracting. The Suppliers will not use subcontractors for the manufacture of any of the Subject Parts, or the performance of any of the Supplier’s other obligations hereunder, without Coindustrio express written consent.

Monitoring and Compliance. All Suppliers authorize Coindustrio and its designated agents (including third parties) to engage in monitoring activities to confirm compliance with this Agreement, including on-site inspections of manufacturing facilities during Supplier’s normal hours of business.

USER CONDUCT

Rules of Use. As a condition to accessing the CoindustrioPlatform, each User agrees to abide by this Agreement and to strictly observe the following:

  1. All Suppliers shall comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements;
  2. Provide accurate information to Coindustrio as requested and updated as necessary;
  3. Not upload, post, transmit or otherwise make available any content that (i) falsely states, impersonates or otherwise misrepresents your identity or your affiliation with any person or entity; (ii) includes information that you do not have the right to disclose or make available under any law or under contractual or fiduciary relationships; (iii) infringes upon patents, trademarks, trade secrets, copyrights or other proprietary rights; or (iv) contains software viruses, worms, or similar computer code, files or programs.
  4. Not to utilize or copy information, content or any data you view on or obtain from the Coindustrio Platform to provide any service that is competitive.
  5. Not to infringe or use, in any manner, Coindustrio brand, logos or trademarks, including, without limitation, using the word “Coindustrio” in any business name, email, URL or otherwise;

Indemnification. You agree to indemnify, and hold Coindustrio and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable legal fees, arising out of or in any way connected with (a) your use of Coindustrioor Subject Parts obtained through the CoindustrioPlatform; (b) the manufacture of the Subject Parts; (c) your breach or violation of this Agreement; (d) your violation of the rights of any third party, including any other Users.

INTELLECTUAL PROPERTY MATTERS

Ownership. All text, graphics, images, information, copyrights, trade secrets, or patents, whether registered or not and whether owned directly or licensed from others (collectively, “Content”) that Coindustrio makes available through Coindustrio (“Coindustrio Content”), but excluding User Content, are protected and all Users hereby acknowledge and agree that (i) Coindustrio and all Coindustrio Content, including all associated intellectual property rights, are the exclusive property of Coindustrio; and (ii) Coindustrio reserves all of its intellectual property rights in the Coindustrio Platform and the Coindustrio Content, except as otherwise set forth herein.

User Content. By a User making available to Coindustrio any Content through Coindustrio, or otherwise, which may include, without limitation, textual, audio and/or visual content and information, commentary and feedback related to the Coindustrio Platform (“User Content”), each User hereby grants to Coindustrio a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, to use, view, copy, modify, transfer, publicly display and otherwise exploit such User Content in regard to the operation of the Coindustrio Platform and/or the promotion or marketing thereof, without further notice to or consent from you, and without compensation to you and/or any third party.You acknowledge and agree that you are solely responsible for all User Content that you submit to Coindustrio and/or otherwise make available through the CoindustrioPlatform.

In the context of a Confirmed Job, a Supplier, is granted by the applicable Purchaser, a limited license to use the Purchaser Specifications and User Content only for the purpose of supplying the Subject Parts and to fulfill the Supplier’s obligations under this Agreement. The Supplier shall not acquire or assert any ownership in or to any of the Purchaser’s User Content and the Supplier’s use of the Purchaser’s User Content shall inure to the sole benefit of the Purchaser.

MISCELLANEOUS

Disclaimer.COINDUSTRIO PROVIDES THE COINDUSTRIO PLATFORM AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS. COINDUSTRIO MAKES NO WARRANTY THAT COINDUSTRIO OR ANY CONFIRMED JOBS, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.

Third Party Sites.Coindustrio may contain hyperlinks relating to other websites (“Third Party Sites”). Upon your accessing such hyperlinks, you acknowledge and agree that any terms and conditions of use found within such Third Party Sites shall apply to such Third Party Sites and not this Agreement. Accordingly Coindustrio makes no warranty or representation as to the content, accuracy, legality or authenticity of any content presented by any Third Party Sites from which you gain access via a hyperlink from the Coindustrio Platform. Moreover, the fact that a Third Party Site can be accessed via Coindustrio is in no way an endorsement of that Third Party Site by Coindustrio.

Time Limitation on Claims. You agree that any claim you may have against Coindustrioarising out of or related to your relationship with Coindustrio must be filled within one (1) year after such claim arose; otherwise, your claim is permanently barred.

Modification.Coindustrio reserves the right, at its sole discretion, to modify the Coindustrio Platform or this Agreement, at any time and without prior notice. If we modify this Agreement, we will post the modification on the Coindustrio Platform or otherwise provide you with notice of the modification. We will also update the “Last Updated Date” at the top of this Agreement. By continuing to access or use the Coindustrio Platform after we have modified this Agreement you are indicating that you agree to be bound by the modified Agreement. If the modified Agreement is not acceptable to you, your only recourse is to cease using Coindustrio.

General (a) You agree that this Agreement constitute the entire, complete and exclusive agreement between you and Coindustrio regarding Coindustrio and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. (b) Our failure to act with respect to a breach of this Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by this Agreement, no representations, statements, consents, waivers or other acts or omissions by Coindustrio shall be deemed legally binding unless documented in a physical writing hand signed by a duly appointed officer of Coindustrio. (c) You may not assign or delegate any rights or obligations under this Agreement. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you. (d) If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.