MASTER SUBSCRIPTION AGREEMENT (MSA)

This Master Subscription Agreement (“MSA”) is incorporated into the Order Form executed between the subscriber as set out in an Order Form (the “Customer”) and Value4Capital Partners S.r.l.s. (“V4CP”).
The MSA sets forth the terms and conditions that govern the provision, access, and use of all services, products, websites, and platforms offered by V4CP (collectively, the “Services”) and, along with Customer’s Order Form, forms the agreement (the “Agreement”) between Customer and V4CP. This MSA is effective as of the date you first click “I agree” (or similar button or checkbox), enter into a written Order Form, or use or access the Services, whichever is earlier (the “Effective Date”).
You indicate your assent to this MSA by clicking “I agree” (or similar button or checkbox) at the time you register. If you are an individual consumer of the Services, or are otherwise browsing the V4CP Site, the V4CP Terms of Use apply to your use of the Services.
PLEASE NOTE THAT IF YOU SIGN UP FOR THE SOFTWARE USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, AND (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THIS MSA.
If you are accepting on behalf of your employer or another entity, you represent and warrant that:
(i) you have full legal authority to bind your employer or such entity to this MSA;
(ii) you have read and understand this MSA; and
(iii) you agree to this MSA on behalf of the party that you represent. If you do not have the legal authority to bind your employer or the applicable entity, please do not click “I agree” (or similar button or checkbox).
DEFINITIONS
“Customer Data” means all data or information submitted by Customer or any of its Permitted Users to the Service.
“Effective Date” has the meaning set out in an Order Form. If not indicated, the Effective Date will be the date of execution of such Order Form.
“Malicious Code” means viruses, worms, Trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.
“Order Form” means an order for a subscription to the Services (as may be amended or modified) between Customer and V4CP that incorporates this MSA by reference.
“Subscription Fee” means the subscription fees (as specified in the Order Form) payable by Customer to V4CP for the right to receive access to the Services.
“Subscription Term” means the period of time, as described in the Order Form, from the Effective Date through the subscription end date.

1. SERVICES
1.1 Subject to this Agreement and payment of the applicable fees, V4CP shall make the Services available to Customer during the Subscription Term for Customer’s internal business use. V4CP reserves the right, at its sole discretion, to modify the Services (including features and functionality) at any time, provided that no such modification will materially diminish the Services provided to Customer as of the Effective Date.
1.2 V4CP will use commercially reasonable efforts to make the Services available consistently, excluding planned downtime for updates and maintenance. During planned downtime, the Services may not be accessible. V4CP will provide reasonable technical support to assist Customer in accessing and using the Services.
1.3 V4CP may, at its discretion, offer a free or discounted temporary subscription (a “Trial”). All Trials are subject to this Agreement and any additional terms specified by V4CP. V4CP may cancel or modify a Trial at any time without notice or liability. After the Trial, Customer must subscribe at V4CP’s then-current Subscription Fees or as agreed. The full price of the fees that would have been due for the Trial licenses are deemed “Fees Payable” for the limitation of liability provisions.
1.4 Suspension of Service: V4CP may suspend the Services without notice for a reasonable period if:
(i) necessary to resolve risks to the Services or data security;
(ii) Customer’s account is thirty (30) days or more overdue, until paid in full; or
(iii) for routine maintenance, updates, or improvements.

2. USER ACCOUNTS
2.1 V4CP will issue Administrator Accounts to Customer, enabling Customer to create Customer User Accounts for Permitted Users.
2.2 Customer is responsible for authenticating Permitted Users and ensuring they comply with this Agreement. Customer will notify V4CP promptly of any unauthorized use and is responsible for Permitted Users’ confidentiality of account credentials. V4CP may suspend or deactivate an account if unauthorized use is suspected.
2.3 If Customer exceeds authorized usage (e.g., number of Permitted Users), V4CP may invoice for overage fees.
2.4 Permitted Users must not share credentials. Customer may transfer up to 10% of Customer User Accounts once per Subscription Term at V4CP’s discretion.
2.5 Customer ensures all Permitted Users agree to V4CP’s end user terms of use.

3. USE OF THE SERVICE
3.1 V4CP Responsibilities:
(i) V4CP will not use or modify Customer Data except to perform obligations or exercise rights under the Agreement;
(ii) V4CP will use commercially reasonable efforts to maintain security and integrity of the Service and Customer Data; and
(iii) V4CP will provide support at no additional charge.
3.2 Customer Responsibilities:
Customer is responsible for all activities in Customer User Accounts. Customer shall:
(i) ensure accuracy, quality, and legality of Customer Data;
(ii) prevent unauthorized access or use of the Service;
(iii) manage all Permitted Users; and
(iv) comply with all applicable Italian law (including Legislative Decree No. 30/2005 on Industrial Property) and EU law (including the General Data Protection Regulation (EU) 2016/679 “GDPR”) and other relevant directives and regulations regarding data protection, e-commerce (Directive 2000/31/EC), and intellectual property.
3.3 Use Restrictions:
Customer shall not:
(i) reverse engineer or create derivative works of the Service;
(ii) license, sell, rent, or otherwise exploit the Service to third parties;
(iii) circumvent user limits;
(iv) remove proprietary notices;
(v) violate EU consumer protection laws or send spam;
(vi) store unlawful, infringing, or harmful content;
(vii) introduce Malicious Code;
(viii) frame or mirror the Service;
(ix) interfere with the Service’s integrity or performance; or
(x) access the Service to build a competitive product or copy its features.
3.4 Publicity:
Each party may only issue press releases or use the other’s name and logo in marketing materials with the other’s prior written consent, and in compliance with applicable Italian and EU advertising and unfair competition laws.

4. FEES & PAYMENT
4.1 Customer will pay V4CP the Subscription Fee in Euros, unless otherwise agreed, as specified in the Order Form.
4.2 Fees – when is not required to pay upfront – are invoiced up to twelve (12) days in advance of the Initial or Renewal Term. Payment is due at the receiving of the invoice unless stated otherwise.
4.3 Late payments will accrue interest at 1.5% per month or the maximum rate allowed by applicable Italian or EU law.
4.4 Fees expressed exclude all taxes (e.g. VAT). Customer bears responsibility for all applicable taxes, including VAT as per Directive 2006/112/EC, and other indirect taxes under Italian and EU law, except V4CP’s income or property taxes.

5. PROPRIETARY RIGHTS
5.1 V4CP retains all rights, title, and interest in the Service and related Intellectual Properties. This Agreement does not transfer any intellectual property rights as defined under Italian Industrial Property Code and relevant EU IP directives.
5.2 Customer owns all Customer Data. Customer grants V4CP a non-exclusive license to process Customer Data to provide the Service, subject to V4CP’s privacy policy and Data Processing Addendum compliant with GDPR and other EU data protection laws.
5.3 Feedback may be freely used by V4CP without restriction.

6. CONFIDENTIALITY
6.1 “Confidential Information” includes non-public information disclosed by one party to another.
6.2 Confidential Information excludes information that is publicly known without breach, known to the Receiving Party prior, independently developed, or lawfully received from a third party.
6.3 The Receiving Party shall not disclose or use Confidential Information except as permitted by this Agreement and applicable EU and Italian trade secret and confidentiality laws.
6.4 Each party shall protect the other’s Confidential Information with at least reasonable care.
6.5 Upon request, the Receiving Party shall return or destroy Confidential Information unless required by EU or Italian law to retain it.
6.6 The Disclosing Party may seek injunctive relief for unauthorized use or disclosure.

7. WARRANTIES & DISCLAIMERS
7.1 Each party warrants it has legal authority to enter this Agreement. V4CP warrants it will provide the Service according to general industry standards.
7.2 EXCEPT AS PROVIDED, THE SERVICE IS “AS IS.” V4CP DISCLAIMS ALL OTHER WARRANTIES TO THE FULLEST EXTENT PERMITTED UNDER ITALIAN AND EU LAW.

8. MUTUAL INDEMNIFICATION
8.1 V4CP will defend and indemnify Customer from third-party IP infringement claims related to the Service, subject to EU and Italian IP laws, or from V4CP’s gross negligence, willful misconduct, or fraud.
8.2 V4CP may procure the right for Customer to continue using the Service, replace/modify it, or terminate and refund prepaid fees.
8.3 Exclusions apply if the claim arises from Customer Data or unauthorized use.
8.4 Customer shall defend and indemnify V4CP against claims from Customer’s negligence, misconduct, fraud, or infringement due to Customer Data or unauthorized use.
8.5 Indemnification procedures include prompt notice, cooperation, and the Indemnifying Party’s control of defense.

9. LIMITATION OF LIABILITY
9.1 Except for indemnification obligations, neither party’s aggregate liability shall exceed the amounts paid in the preceding 6 months.
9.2 Except for indemnification obligations, neither party is liable for indirect or consequential damages, subject to mandatory provisions of Italian or EU consumer protection laws if applicable.

10. TERM & TERMINATION
10.1 The Agreement runs from the Effective Date for the Initial Term and renews annually unless notice is given 60 days prior to expiration.
10.2 A party may terminate for cause if the other fails to cure a material breach in 30 days or is subject to insolvency.
10.3 Termination does not relieve Customer of obligation to pay accrued fees.
10.4 Provisions on confidentiality, IP, limitation of liability, and governing law survive termination.

11. GENERAL PROVISIONS
11.1 The parties are independent contractors. No agency, partnership, or joint venture is created.
11.2 No third-party beneficiaries.
11.3 Notices must be in writing. Notices to V4CP: info@v4cpartners.com.
11.4 No waiver of rights by delay. Remedies are cumulative.
11.5 If any provision is invalid under Italian or EU law, it is modified to fulfill its intent and remaining provisions remain effective.
11.6 Neither party may assign rights without consent, except in merger or acquisition cases.
11.7 This Agreement is governed by the laws of Italy and applicable EU legislation (including EU regulations on jurisdiction, and directives on e-commerce, consumer rights, and data protection), without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
11.8 The courts of Milan, Italy have exclusive jurisdiction over disputes. Each party submits to such jurisdiction. Each party waives the right to jury trial to the extent permitted under Italian procedure law.
11.9 Neither party is liable for force majeure events as recognized under Italian Civil Code and EU law.
11.10 Customer shall comply with EU and Italian export/import controls and not use the Service for prohibited purposes.
11.11 Modifications to this MSA require mutual agreement. V4CP may unilaterally amend the online MSA by notice. Continued use after amendment constitutes acceptance.
11.12 The Agreement (MSA and Order Form) constitutes the entire agreement, superseding prior agreements. Conflicts are resolved in favor of the Order Form. Customer’s purchase order terms do not apply unless agreed in writing.

Read all of V4CP’s Legal Information.