Terms and conditions of use of the services www.theclosingclub.com (definition below for the sake of brevity the "TUS") define the general conditions of the contract that is stipulated in Italy between TCC SRL, (hereinafter "TCC"), VAT 04602240279, with registered office in Via Baseggio, 9 (VE) ITALY, in person of the Legal pro tempore and the Customer (jointly the "Parties"), identified with the data by filling in the appropriate form registry, which through its Legal Representative or in any case of an authorized attorney to stipulate this TUS in the name and on behalf of the subject, adheres to this TUS (hereinafter, the "Customer")

Preconditions

- TCC is a Startup specialized in IT and software development;
- TCC has developed and designed an online digital platform accessible via the Internet in "Software As A Service" mode (Platform www.theclosingclub.com) which allows the user to access a database (the Database) composed by professionals and in general by people working in the world of corporate finance, and receive prior information about direct contacts;
- The Platform www.theclosingclub.com is a tool reserved for users who undertake to use it exclusively in relation to their professional activity and in any case for needs connected to it;
- In consideration of the premises mentioned above, the Parties agree and stipulate the following TUS for the non-exclusive use of the Platform www.theclosingclub.com;
- The Customer declares to possess the requisites of reliability, organization and capacity necessary to guarantee the execution of the activities considered for the use of the service and to have the means and equipment suitable to carry out independently the activities considered in the agreement.

All this premised the use of the Platform www.theclosingclub.com is regulated by the present TUS that the Customer is bound to respect by accepting to use this service:

- The premises of the TUS, in particular the Conditions of Use constitute an integral and substantial part of the TUS itself.


Section 1. Definitions

In relation to this TUS, the meanings to be attributed to recurring terms and expressions are indicated below:

Activation date: the date communicated by the TCC to the Customer upon activation of the service or subscription to the service following remote online ordering (E-commerce), via an Internet connection;

TUS: indicates the present integrated document from the Conditions of use and the Disclaimer that can be consulted at the links shown above;

Intellectual Property: The term "Intellectual Property" identifies any intellectual property right regulated, from time to time, by patent laws, the protection of semiconductor chips, copyright, trade secrets, trademarks and any other registered and unregistered intellectual property rights, as well as any applications, renewals, extensions, reintroductions and restorations, currently in force or enforceable in the future, worldwide.

Database: these are the databases that TCC has legitimately licensed for themselves and for third parties, and the public databases to which TCC has legitimate access as well as those that it has independently elaborated as data controller and owner.

Partner: An entity, organization, or individual with whom an agreement is established for sharing of information to enhance the service level provided by theclosingclub.com and the visibility of opportunities uploaded by the client on the platform.

Services: these are the services provided by TCC through the website www.theclosingclub.com. and any other instrument prepared by TCC itself or by its partners.


Section 2. Object of the service and terms of use of the platform

2.1 - Object of the Service and License to use the Platform.
The Service www.theclosingclub.com provided by TCC has as its object the right granted to the Customer to access the Databases and to use, within the limits allowed by law, for the duration and under the conditions set out in the Contract, the Services provided. With reference to the object of the Service, the customer declares to know the content and the technical characteristics of the service offered and recognizes it as suitable, in the terms specified in section 6 of these Terms of Use of the service. The TCC, in compliance with the terms and conditions of this TUS, undertakes to provide the Customer with a limited, non-exclusive license to use the Platform www.theclosingclub.com which directly allows the Customer to access a database composed of direct contacts the professional and economic and commercial data relating to companies, to generate lists of business contacts (leads) and receive economic and commercial information relating to the companies themselves. The Customer is aware and expressly accepts that the Platform www.theclosingclub.com is an instrument reserved for professional users, with the consequence that this TUS is not subject to the regulation of consumer contracts. When using the www.theclosingclub.com platform, the customer undertakes to comply with the instructions defined by TCC on the basis of indications in any way deriving from laws, regulations, provisions of Authorities or self-regulatory codes in force in the countries of origin and destination of messages or in the process of transposition to which TCC intends to follow. It is understood that the processing of data related to the use of the platform will be in any case in compliance with current regulations, provided that the customer assumes the role of Data Controller and the impression, using for this purpose of its organizational structure, assumes the role of data controller as better specified in paragraph 2.3 below. Due to the nature and functioning of the Platform www.theclosingclub.com, the Parties acknowledge that, pursuant to and within the limits of the provisions of this TUS, the Customer will directly and autonomously manage the IT tools provided by L 'fingerprint and will be the same Customer, under his sole responsibility, to manage, as Data Controller, the data extracted independently from the Platform www.theclosingclub.com thus defining the purposes of processing such data.

2.2 - Customer access to the platform.
The Customer will have access to the Platform www.theclosingclub.com through an area reserved through authorization and authentication credentials attributed to the Customer, kept and used by them under his sole responsibility. Access to the platform and use of the platform must comply with the provisions of this TUS and in the Terms of Use. In particular, the Customer undertakes to keep the alphanumeric access codes (called "username" and "password") referred to above and therefore also to be kept in the strictest confidence and declares to be aware that the use of the codes is reserved for the subject identified by the Customer as a user. Therefore, it is not allowed to use the same codes by multiple users, and the Customer will therefore be solely responsible for any damage caused by the use of login and password by unauthorized third parties. It is the Client's responsibility to keep the authorization and authentication credentials in an accurate and exclusive manner and to take every precaution to avoid improper use.

2.3 - Processing of personal data.
The TCC undertakes to provide the Customer with all the information and collaboration necessary for the latter to fulfill the obligations of EU Regulation no. 679/2016 (GDPR). In particular, TCC guarantees that the personal data being processed will be kept and checked, also in relation to the knowledge acquired on the basis of technical progress, the nature of the data and the specific characteristics of the treatment, so as to minimize, through the adoption of suitable and preventive security measures, the risks of destruction or loss, even accidental, of the data itself, of unauthorized access or treatment not allowed or not in accordance with the purposes of the collection. The processing of data is done by manual, computerized and telematic tools with logic strictly related to the purposes themselves and, in any case, in such a way as to guarantee the security and confidentiality of the data, in addition to compliance with the specific obligations established by the law. The data are processed in compliance with the principle of lawfulness, correctness, relevance and non-excess, in accordance with the provisions on personal data protection.
TCC if it is found to carry out data processing (whether personal data or data referring to legal entities, bodies, associations or mere general or statistical information contained in documents or processed in databases) of which it is the Client will proceed to the treatment following the instructions given by the Customer who, even through periodic checks previously agreed with the appointed manager, will be able to monitor the timely observance of the provisions of law and contract. In this sense, TCC will provide its officers with all the instructions and procedures in writing required for compliance with the law and the TUS.
TCC is in no way responsible for the data contained in the pdf uploaded to the portal by users.
The designation of the person responsible for the TCC has a duration equal to the duration of the present TUS and will be considered revoked when the TUS is dissolved, for whatever reason this occurs.
Upon termination of the contractual relationship, the customer's personal data and copies thereof will be permanently deleted from the information system of TCC (including any paper archives), subject to legal obligations, as provided for in the subsequent art. 2.7 of this TUS.


2.4 - Consent of the recipients of the messages.
The Customer expressly declares to be aware that, to use the data extracted independently from the Platform www.theclosingclub.com in order to send messages in automated mode, it is necessary to have the consent of the recipients to receive the same messages, except in cases expressly provided for by law where consent is not necessary. The consent collection concerns both the recipients of the messages by e-mail and the recipients of SMS messages. The consent must necessarily present the requirements established by the current legislation and therefore be preventive, expressed, free, informed and referred to specific treatments, this constitutes an essential obligation for the Customer. In case of non-compliance, even for a single time, of this essential obligation, the TCC reserves the right to terminate the TUS pursuant to art. 8.7 of the same and no registration or subscriptionn fee will be returned. It is understood that for a correct use of the data present on the platform www.theclosingclub.com the user is obliged to refer to the additional operational information available at any time at the following link: https://www.theclosingclub.com.io/faq . The Customer is obliged to verify any updating of such operational information that may be changed without prior notice from the TCC according to the organizational requirements and any regulatory changes that may occur.

2.5 - How to delete Customer data.
After 10 (ten) days from the expiry date or the dissolution of the TUS for any reason, TCC will have the right to delete the data stored on behalf of the Customer on the Platform www.theclosingclub.com. These data will be available for consultation and freely downloadable by the Customer within the deadline indicated above using the normal functionality of the Www.theclosingclub.com platform. In case of suspension of access to the Platform for administrative irregularities (see Article 4.2), the Customer will be able to access only after having removed the cause that caused the blockage. Without prejudice to this faculty of cancellation, longer storage times may also be dictated by needs other than those indicated in this TUS, in particular in the event of investigations by the Judicial Police or bodies responsible for possible checks.

2.6 - Customer assistance.
In a purely accessory and instrumental to the use of the Platform www.theclosingclub.com, TCC undertakes to provide the Customer with technical assistance for reports related to the correct functioning of the Platform www.theclosingclub.com in compliance with the provisions of section 5 Guarantee of the minimum level of functionality.


Section 3. Entitlements and Trademarks; Third party licensees

3.1 - Ownership of the Platform www.theclosingclub.com.
TCC SRL has the exclusive license of the platform and all the rights and interests relating to www.theclosingclub.com, including the developments deriving from it.
Unauthorized copying and use and disclosure in violation of intellectual property rights is prohibited.
In particular, the Customer declares to be aware that the data obtained from this service are contained in a protected database pursuant to and for the purposes of copyright law. It is therefore forbidden, inter alia, to reproduce and transfer, in whole or in part, by any means of the aforesaid data.
In any case, the operations of extraction and re-utilization of all or a substantial part of the same database are prohibited, as well as the extraction or reuse of non-substantial parts of its contents if such activities are repeated and systematic.
It is therefore forbidden to practice any automatic data collection (so-called scraper) and it is not allowed to make screenshots of the platform or to make automatic calls using the account assigned to the Customer.
It is understood that all the information that the customer will insert into the platform by integrating, modifying and updating their company cards may be published by TCC, after verification of adequacy with respect to their quality standards and verification of the correctness of the data. Therefore TCC SRL due to the insertion of the data by the customer in the platform, acquires the full intellectual property of the information that will decide to publish and has the right to use without the customer can plead exclusive rights of use on the data themselves.

Section 4. Economic terms and duration of the contract.
With regard to economic terms and contractual duration, except as may be provided for by specific sales conditions, which may be applied by individual distributors www.theclosingclub.com, the provisions set forth in this Section 4 apply.

4.1 - Start, duration and cancellation of the license to use the Platform.
The Service is licensed for the period of one year starting from the moment of activation which coincides with the date of acceptance of the TUS,and the actual collection of the subscription. The contract is automatically renewed for a further year and so from year to year in the absence of termination that the Parties may exercise until the expiration date by sending an email to info@theclosingclub.com. In case of cancellation within the deadline the fee for the renewal of the service will not be due.

4.2 - Fee, billing and payments.
For the provision and use of the Platform www.theclosingclub.com, as well as for the provision and performance of the ancillary and instrumental services provided for in this TUS and for the use of any further options offered by the Platform www. theclosingclub.com, the Customer undertakes to pay a fee in the time and manner indicated in the "Online" order. The provisions of art. 7.1 and 7.2 that follow. Payment can be made by credit card or PayPal, subject to collection. In the event that the Customer fails to pay the fee as agreed above, TCC SRL may, at its sole discretion and at any time, disable the use of the Platform, upon notice to the Customer. After 10 (ten) calendar days without the Customer having made the balance of the agreed amount, the impression will be authorized to block the Client's access to the Platform and / or declare the termination of the contract right pursuant to art. . 8.7 of this TUS and subsequently to delete all the data present, without prejudice to the right of TCC to demand in any case the payment of the entire fee under the TUS. The payment of all sums due to TCC SRL under this TUS can not be delayed or suspended for any reason, even in the presence of pending disputes, being understood - also by way of derogation from art. 1460 of the Civil Code - that the Customer can assert its rights only through a separate procedure and only after full compliance with its obligation to pay the fee. In the case of payment by credit card, the recurring payment method will be activated, which envisages, at the renewal date, the automatic pre-authorized charge of the amount corresponding to the use of the Platform www.theclosingclub.com and the options already activated for a period of the same duration, unless canceled by the customer to exercise with communication expressed in compliance with the procedures and timelines referred to in point 4.1. If the automatic renewal of the TUS the pre-authorized charge is not successful for any reason (as an example and not exhaustive: expired credit card or the necessary funds) this will cause the immediate blocking of the sending functions and the simultaneous notification failure to pay the Customer's Administrative Contacts selected for receiving administrative information. After further 10 (ten) calendar days without the Client having made the payment, the impression may block access to the Platform and / or declare the termination of the contract right pursuant to art. 7.7 of the TUS and proceed to the subsequent cancellation of the Customer's data, without prejudice to the right of TCC SRL to the collection and / or to the final detention of the fees for the entire contractual period. The Parties agree that in the event of delay in payment of the aforesaid fee, default interest will be due pursuant to Legislative Decree no. 231 of 9 October 2002 and subsequent amendments. The fee for the Service www.theclosingclub.com, the related options, the accessory services and assistance may be subject to annual variation from the following renewal. In the event of an increase, TCC will inform the Customer, with advance notice of at least 60 (sixty) days before the chosen expiration date, by e-mail to the Customer's e-mail address used when registering for the service. The new tariffs will be applied from the date of renewal of the TUS and will be maintained unaltered for at least the next contractual period. If the Customer does not intend to accept the new tariffs, he must, pursuant to article 4.1, exercise the cancellation in the terms and modalities envisaged; failure to cancel in the terms set out in this TUS, to be understood as forfeiture, will be considered as unconditional acceptance by the Customer of the new tariffs, which will therefore be legitimately applied from the date of renewal.

Section 5. Guarantee of the minimum level of functionality

5.1 - Availability of the Platform www.theclosingclub.com.
With this TUS TCC is obliged to make available the Platform www.theclosingclub.com with an up-time availability rate of 99%, for 24 hours per day and 365 days a year. The Parties acknowledge that in any case the unavailability of the Platform www.theclosingclub.com can not be attributed to TCC SRL due to facts and circumstances attributable to subjects whose TCC SRL can not be answered, to the Customer or to subjects whose Behavior the Customer is obliged to respond, such as, by way of example and not exhaustively, the availability of a suitable Internet network at the Customer or at TCC SRL, hardware problems, software, networks within the Customer's organizational structure or third party suppliers. It is understood that for its part TCC will take every care based on its availability to ensure the correct use of the Service and ensure the smooth operation of all the functions provided by the Service. In the event that it is necessary to carry out maintenance operations, ordinary and / or extraordinary, in order to ensure the correct access to the service TCC reserves the right to proceed, prior communication to the Customer (ordinary electronic mail), to suspension Temporary services by committing to reactivate you as soon as possible depending on the nature of the maintenance intervention that will be necessary.

5.2 - Customer assistance.
On an instrumental and accessory basis to ensure the correct use and full functionality of the Platform www.theclosingclub.com, TCC undertakes to provide technical assistance for reports on problems related to the proper functioning of the Platform www.theclosingclub.com.

5.3 - List of contacts authorized to request assistance.
Technical assistance by e-mail via Email, referred to in paragraph 5.2 above, will be provided by TCC exclusively through the contacts (Email addresses) previously entered by the Customer in the appropriate section of the Platform www.theclosingclub.com. It will be the exclusive responsibility of the Customer to keep this data constantly updated. TCC will not in any case be held responsible for technical assistance provided as a result of failure / delayed updating or incorrect or negligent completion by the Customer of the aforementioned Contacts.

Section 6. Prohibitions, Obligations, declarations, warranties, liabilities and limitations borne by the Customer.

6.1 - Prohibitions and obligations of the Customer. The customer is obliged to enter into the platform only concrete and real deal data or which he has sent direct. The customer is also required to respond to any requests for information from other members of the club. Otherwise, TCC at its sole discretion can cancel the customer from the platform www.theclosingclub.com notifying the reasons via email to the customer.

6.2. - Guarantee of correctness of customer information. The Customer declares and guarantees:
(i) that all information provided by the Customer to TCC is complete, correct and updated, including the data entered in the appropriate section, available on the Platform www.theclosingclub.com;
(ii) to be entitled to insert and disclose such data, and to authorize TCC to exercise all the rights necessary for the complete execution of this TUS. Nothing in this article is to limit or exclude the liability of any of the Parties for willful misconduct or gross negligence, without prejudice to the exceptions provided for in this TUS.

6.3 - Liability for customer failures. The Client undertakes to keep TCC indemnified and indemnified in full from all damages, losses, liabilities, costs, charges and expenses, including any legal fees, that may be incurred or sustained by TCC or of which the same were subject to payment request, and that would not have been so suffered or incurred or required if (i) the Customer had fulfilled the obligations assumed with the signing of this TUS and (ii) the representations and guarantees given by the Customer with the signing of the present TUS were true, correct, complete and not misleading. The Client also undertakes to keep the indemnity fully protected and free from all damages, losses, liabilities, costs, charges and expenses, including any legal expenses that may be incurred or sustained by TCC or of which the same was the subject of a request for payment, in any case connected to the sending of information contained in the Customer's messages, even in the event of compensation for damages claimed by third parties for any reason whatsoever excluded.

6.4 - Responsibility for using the platform.
The Customer acknowledges and acknowledges that the use of the Platform www.theclosingclub.com will take place, in compliance with this TUS, in full autonomy and that, consequently, the Customer will be exclusively and directly responsible. The Customer undertakes to communicate and let its employees and collaborators, and to all those who will have access to the Platform www.theclosingclub.com under the existing relationship with the Customer, commit to comply with the obligations arising from this TUS, ensuring in any case that they are aware of it and undertaking to do everything possible so that these obligations are promptly observed. TCC and its employees and / or collaborators do not assume any responsibility in relation to the use of the Platform www.theclosingclub.com by the Customer and for this purpose the Customer irrevocably obliges himself, expressly dispensing the third beneficiaries from the burden of declaring wanting to profit, to keep TCC and its employees and collaborators totally harmless or prejudicial, both on a contractual and non-contractual basis, deriving directly or indirectly from the methods of use of the Platform www.theclosingclub.com and of execution of this TUS by the Customer. These provisions remain valid and effective even after the termination of the effects of this TUS, for any reason intervened, including expiry of the terms, termination or withdrawal of the same.

6.5 - Failures due to external events.
TCC will not be held responsible in any way for the malfunctioning of the Platform www.theclosingclub.com or the impossibility or difficulty of performing the ancillary services deriving from the responsibilities of the telephone, electrical, and global and national network operators, by way of example. , but not exhaustive, as a result of failures, overloads, interruptions, etc.

6.6 - Causes of force majeure.
TCC can not be held responsible in any way for the inexecution of this TUS that derive from causes beyond its sphere of reasonable control or from force majeure or fortuitous events, such as, by way of example, non-exhaustive, popular riots , acts of terrorism and war, strikes, riots, tornadoes, hurricanes, floods, fires, landslides and landslides.

6.7 - Interruptions for exceptional events.
TCC is committed to maintaining the efficiency and functionality of the Platform www.theclosingclub.com; if it is forced to interrupt its use for exceptional events or maintenance, it will contain as soon as possible such interruptions or suspensions, providing timely updates to the customer. TCC will define the appropriate access procedures and reserves the right to improve them at any time.

6.8 - Requirements for third parties.
TCC will not be responsible for any behavior or omissions of third parties that affect the operation of the Platform www.theclosingclub.com, including, by way of example and not exhaustively, speeding down or failure of the telephone lines and computers that manage the electronic traffic between the Customer and the Platform www.theclosingclub.com.

6.9 - Third-party services.
In the event that the Customer uses the platform www.theclosingclub.com made available by third parties, including network operators, the following forecasts will apply: TCC allows access to these functionalities, provided that they are subject to to terms, conditions and limitations imposed by the relative suppliers and that in any case TCC will not be responsible for the failure or incorrect operation of the same. In case the third parties change, suspend or stop the provision of these features, TCC may consequently change, suspend or terminate access to these services without notification. Furthermore, TCC will be authorized to suspend the use of the Platform www.theclosingclub.com which is directly dependent on services offered by such third parties. In any case, the faculty for TCC remains, where necessary, to use different suppliers in order to guarantee the functionality of the Platform www.theclosingclub.com. In this regard, the Customer authorizes TCC to provide these third parties with all necessary information.

6.10 - Limitation of liability.
Except in cases of willful misconduct or gross negligence, the eventual responsibility of TCC due to non-fulfillment under this TUS can in no case exceed the amount equal to 20% of the amount paid by the Customer to TCC during the period between the date of the last renewal / expiry of the platform use license, or between the Activation Date if no subsequent renewal / expiry has occurred, and the date on which, under the contract, it was verified for the first time the damage, comparing the periodic fee referred to above proportionally to the aforementioned period, up to a maximum of 12 months.

Section 7. Ownership of data relating to the use of the platform by customers and terms of use of the platform itself

7.1 - Limits on the use of data.
The use of data accessed by the customer through the Service is allowed only for internal use. Therefore, it is not permitted to make data available to third parties, except for express prior written authorization from TCC. In accordance with the prohibitions set forth in section 6 above, in no case is it permitted to the Customer or its partners, to resell and / or to grant free use or in general to make data obtained through the www.theclosingclub.com service accessible.

7.2. - Data generated by use of the Service.
As established between the Parties, TCC holds all rights to the use of statistical information, data and related analyzes in aggregate form, resulting from the use of the Platform www.theclosingclub.com by its Customers. These data in aggregate form do not include personal data and the Customer expressly authorizes TCC to use the same in order to improve the functionality of the Platform www.theclosingclub.com or in order to provide statistical information that can be published in aggregate form.

7.3 - Advertising.
The Customer authorizes the use of TCC of his name and logo in presentations, marketing materials, customer lists, financial reports. Except as provided for in the previous articles 3.1 and 3.2 of this TUS, the use by the Customer of the logo, of the commercial name and of any other distinctive sign relating to the Platform www.theclosingclub.com must be previously requested by the Customer in written and authorized form, always in written form , from TCC.

7.4 - Free Trial.
www.theclosingclub.com can offer free trial periods of the www.theclosingclub.com Platform to new customers.

7.5 - Processing of Customer data.
As far as necessary, provided that according to current personal data legislation is any information relating exclusively to an individual, the Customer acknowledges that TCC will process the data under the current legislation only and exclusively for the performance of services to implement this TUS.

7.6 - Validity of amendments and / or additions.
TCC can unilaterally modify the Terms of Use and the TUS of the user license. Each modification will be effective from the moment in which the new version of the same Terms of Use and / or TUS of use license is accepted online and the subsequent use of the Platform www.theclosingclub.com is to be considered as explicit acceptance of the same modifications and / or additions by the Customer. In the event that the Customer does not intend to accept the changes and / or additions referred to above, the same must communicate it to TCC, which reserves the right to terminate the TUS.
7.7 - Express termination clause.
This TUS will be automatically terminated pursuant to Article 1456 of the Italian Civil Code, with a simple written communication to be sent also by e-mail and / or PEC, in cases of non-fulfillment of the essential obligations contained in articles 2.4 - Consent of recipients messages, 4.2 - Fee, billing and payments. In any case, the right of TCC to demand payment of the fee for the entire agreed period and / or to keep it in full even if not fully used remains in any case. Furthermore, the actions or omissions of the Customer that determine the failure to comply with the prohibitions and obligations set forth in this TUS, such as failure to comply with the limitations on the use of data accessible through the Service, are the cause of express resolution. It is also considered as a serious breach of the contract which gives rise to the immediate termination of the contract by the Customer or by subjects appointed by BOT / scraper or the creation by the Customer of apparent situations that cause confusion between the activities of TCC and of the Customer as well as the re-publication of the data acquired through the Service unless expressly authorized.

7.8 - Validity of the contractual clauses.
The provisions of this TUS are fully in force and accepted by the Customer even in the case of non-burdensome and / or temporary use of the features provided for any purpose by TCC.

7.9 - Tax charges.
Any tax burden deriving from the execution of the TUS, including any taxes for advertising activities, is charged to the Customer.

7.10 - Applicable law and jurisdiction.
This TUS is regulated and interpreted according to the Italian law, and the Parties expressly agree that for any dispute regarding the validity, effectiveness, interpretation and execution of this TUS will be submitted to the exclusive jurisdiction of the Court of Venezia in compliance with current legislation.

7.11 - Final clauses.
This TUS, repeals and replaces any agreement, understanding, negotiation, written or oral, possibly intervened previously between the Parties and concerning the object referred to in this TUS. The fact that one of the Parties does not promptly assert the rights granted to him by one or more clauses of this TUS, can never be understood as a general and tacit renunciation of the rights and duties in the established clause, nor will it prevent that party from claiming subsequently the punctual and rigorous observance of every and every contractual clause. Should one or more of the clauses referred to in this TUS be declared null or ineffective by the competent court, the remaining TUS will continue to have validity between the Parties, unless such clause constituted a decisive motive in the conclusion of this contract.

Effective April 29, 2024.
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At The Closing Club, privacy is a priority.
The confidentiality of data entered by users is at the center of our project and the services we create in collaboration with our Partners.
TCC's goal is to build meaningful professional connections, which is why privacy management is a central theme. TCC Partners are qualified professionals in the extraordinary finance sector. It is very important that our users are aware of our privacy practices and how we process the data they enter.

- The Closing Club Privacy Policy
- Unicredit Privacy Policy

UniCredit is a pan-European commercial bank with a unique service offering in Italy, Germany, Central and Eastern Europe. Its main objective is to empower communities to progress, delivering the best-in-class for all stakeholders, unlocking the potential of its clients and people across Europe. UniCredit serves more than 15 million customers worldwide.
Unicredit believes in digitalisation and in the "Environmental, Social and Governance" (ESG) principles, which represent the guide with which to offer excellence to its stakeholders and create a sustainable future for its customers and its communities.

About Unicredit
https://www.unicredit.it/en/about_us.html

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Unicredit Privacy Policy
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This privacy policy describes how UniCredit S.p.A. processes the personal data (identification and contact details) received from TCC S.r.l. This document is provided pursuant to art. 14 of Regulation (EU) 2016/679 ("GDPR").

DATA CONTROLLER AND DATA PROTECTION OFFICER
Your data will be processed by UniCredit S.p.A., with registered office at Piazza Gae Aulenti n. 3, Tower A, 20154 Milan, as data controller (hereinafter, also the "Controller").
The Data Protection Officer appointed by UniCredit S.p.A. may be contacted at UniCredit S.p.A., Data Protection Office, Piazza Gae Aulenti n. 3, Tower A, 20154 Milan, email: Group.DPO@unicredit.eu, PEC: Group.DPO@pec.unicredit.eu.

TYPE OF DATA PROCESSED, PURPOSES OF THE PROCESSING ABD APPLICABLE LEGAL BASIS
UniCredit S.p.A. processes your identification and contact details.
This data will be used by the Controller to contact you and further investigate the M&A opportunity you are handling on behalf of your client.
The legal basis for the processing is the legitimate interest of UniCredit S.p.A. to support its clients in finding new business opportunities and relationships, pursuant to art. 6, letter f) of the GDPR.

RECIPIENTS OR CATEGORIES OF RECIPIENTS OF PERSONAL DATA
The data may be communicated:
i) to those subjects (e.g. administrative, judicial, supervisory and control authorities) to whom such communication must be made in compliance with an obligation provided for by law, by a regulation or by the EU regulations;
ii) third parties, suppliers of products and/or services, whether or not part of the UniCredit Group.
These recipients, depending on the cases, process personal data as autonomous data controller or data processor.
Your data may also be disclosed to persons authorized to process personal data, in relation to the data necessary to perform the tasks assigned to them, natural persons belonging to the following categories: workers employed by the Controller or seconded to it, temporary workers, interns, consultants and employees of external companies appointed as data processors.

TRANSFER OF DATA TO THIRD COUNTRIES
The Controller informs that personal data may be transferred also to countries not belonging to the European Union or to the European Economic Area (so-called Third Countries) recognized by the European Commission as having an adequate level of protection of personal data or, otherwise, only if an adequate level of protection of personal data compared to that of the European Union is contractually guaranteed by all Controller suppliers located in the Third Country (e.g. through the signing of Standard Contractual Clauses provided by the European Commission) and that the exercise of the rights of the data subject is always ensured.
Further information can be requested by writing to: Group.DPO@unicredit.eu

YOUR RIGHTS
The GDPR grants individuals, individual companies and/or freelancers the rights referred to in art. from 15 to 22 of GDPR, including the right to know what personal data is held by the Controller and how it is used (Right of Access), to obtain the updating, rectification or, if interested, integration of such data, as well as their erasure, transformation into anonymous form or limitation.

PERIOD OF DATA STORAGE AND RIGHT TO ERASURE (i.e. RIGHT TO BE FORGOTTEN)
The Controller processes your personal data for the time strictly necessary to achieve the purposes described above.
At the end of the applicable retention period, personal data relating to the user will be deleted or stored in a form that does not permit the identification of the user (e.g., irreversible anonymization), unless their further processing is necessary for one or more of the following purposes: i) resolution of pre-litigation and/or litigation initiated before the expiry of the retention period; ii) to follow up investigations/inspections by internal control functions and/or external authorities started before the expiry of the retention period; iii) to follow up requests from Italian and/or foreign public authorities received/notified to the Controller before the expiry of the retention period.

HOW EXERCISE THE DATA SUBJECTS' RIGHTS
In order to exercise the rights described in the previous paragraphs, the user may apply to: UniCredit S.p.A., Claims, Via Del Lavoro n. 42, 40127 Bologna, fax +39 051.6407229, e-mail: diritti.privacy@unicredit.eu.

The deadline for the reply is one (1) month, which may be extended by two (2) months in particularly complex cases; in these cases, the Controller will provide at least one interim communication within one (1) month.
The exercise of the rights is, in principle, free of charge; the Controller reserves the right to charge a fee in the event of manifestly unfounded or excessive requests (including repetitive ones).

COMPLAINT OR REPORT TO THE PERSONAL DATA PROTECTION AUTHORITY
The Controller informs you that you have the right to file a complaint or a report to the Italian Data Protection Authority (http://www.garanteprivacy.it) or alternatively to appeal to the judicial authority.

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The Closing Club Privacy Policy
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We constantly update our security practices and invest in improving the robustness of our information systems.
To respect the confidentiality of the data on our platform we involve experts from the legal and IT sectors. No decision is endorsed without respect for privacy.

RESPONSIBLE FOR DATA PROCESSING
The company responsible for your information pursuant to this Privacy Policy, i.e. the data controller is: TCC SRL - Via Baseggio, 9 - 30174 Venezia - Italy

PARTNERS
TCC Partners are qualified professionals in the extraordinary finance sector.
The information you enter about your opportunities and your contact details can be shared with our Partners, including on any of their platforms, with the aim of creating meaningful professional connections. We may receive information about you from our partners, for example from partners who host The Closing Club ads on their platforms.

WHERE THIS PRIVACY POLICY APPLIES
This Privacy Policy applies to websites, apps, events and other services operated by TCC. For simplicity, we refer to all of these as our "services" in this privacy policy.

INFORMATION WE COLLECT
We want to help TCC users develop meaningful connections using the information they provide us, such as profile details and opportunity descriptions they post. We also collect information generated during the use of our services, such as access logs, browsing statistics provided by third parties.
When you use our services you choose and agree to provide us with certain information. This includes opportunity data you enter into our platform.
When you complete your profile, you can share additional information with us, such as interests in certain product sectors.
Some of the information you choose to provide to us may be considered "special" or "sensitive" in some jurisdictions: by choosing to provide such information, you consent to our processing of that information.
When you subscribe to a paid service or make a purchase directly from us, you provide our payment provider with information such as your debit or credit card number.
When you participate in surveys or focus groups, you provide us with your opinions about our products and services, answers to our questions and testimonials.
When you choose to participate in our promotions, events or contests, we collect the information you use to register.
If you contact our customer support team, we collect the information you provide to us during the interaction. We sometimes monitor or record these interactions for training purposes and to ensure high quality of service.

When you use our services, we collect information about what features you have used, how you have used them, and the devices you use to access our services.
We collect information such as date and time of access, features you have used, searches, clicks and pages referring to the relevant URL address. We also collect user interaction information, such as the users you connect and interact with, the time and date of your messages, and the number of messages you send and receive.
Device information.
We collect information from and about the devices you use to access our services, including:
- hardware and software information such as IP address, device ID and type, device- and app-specific settings and characteristics, app crashes, browser type, version and language, operating system, time zones, identifiers associated with cookies or other technologies that can uniquely identify your device or browser (e.g. IMEI/UDID and MAC address);
- information about your wireless and mobile network connection, such as your service provider and signal strength;
- information about device sensors such as accelerometers, gyroscopes, and compasses.

With your consent we may collect information about your geolocation (latitude and longitude) through various means, depending on the service and device you are using, including GPS, Bluetooth or Wi-Fi connections. The collection of your geolocation may occur in the background even when you are not using the Services if the permission you have granted us expressly allows such collection.

HOW WE USE INFORMATION
The main reason we use your information is to provide and improve our services.
The reasons we may use your information are as follows.
- Share the opportunities you have entered and your contacts with all users and with all our Partners.
- Provide customer support and respond to user requests.
- Manage orders and billing with our users.
- Ensure a consistent experience across all user devices.
- Improve our services and develop new ones.
- Conduct research and analysis of user behavior to improve our services and content; develop new features and services (for example, we may decide to create a new interest-based feature following requests received from users).
- Prevent, detect and combat fraud or other illegal or unauthorized activities
- Address ongoing or alleged misconduct on and off the platform
- Ensure legal compliance, comply with legal requirements, assist law enforcement.
- Manage focus groups and surveys.

Consent: From time to time, we may ask for your consent to use your information for certain specific reasons. You may withdraw your consent at any time by contacting us at tccstaff@theclosingclub.com.

HOW WE SHARE INFORMATION
Because our goal is to help you make meaningful connections, the primary sharing of user information is with other users. We also share some users' information with service providers and partners who help us manage the services and, in some cases, legal authorities.

Be careful with the information you enter and make sure you have the right for the content you share to be viewable by other users since it is your full responsibility.
We cannot control what others do with your information once it is shared.

We use third parties to help us operate and improve our services. These third parties assist us with various tasks, including data hosting and maintenance, analytics, customer service, marketing, advertising, payment processing and security operations.
We may also share information with partners who distribute and help us advertise our services.

We follow a rigorous verification process before engaging any service provider or working with any partner. All our service providers and partners must accept strict confidentiality obligations.

CORPORATE TRANSACTIONS
We may transfer your information if we are involved, in whole or in part, in a merger, sale, acquisition, divestiture, restructuring, reorganization, dissolution, bankruptcy, or other change of ownership or control.

When required by law we may disclose your information as reasonably necessary: (i) to comply with a legal process, such as a court order, subpoena or search warrant, government/law enforcement investigation, or other legal requirements; (ii) assist in the prevention or detection of crime (subject in each case to applicable law); or (iii) to protect the safety of any person.

To enforce legal rights we may also share information: (i) if disclosure would mitigate our liability in an actual or threatened lawsuit; (ii) as necessary to protect our legal rights and the legal rights of our users, business partners or other interested parties; (iii) to enforce our agreements with you; and (iv) investigate, prevent, or take other action regarding illegal activities, suspected fraud, or other wrongdoing.

We may use and share non-personal information (i.e. information that does not identify who you are, such as device information, general demographic data, general behavioral data, geolocation in de-identified form), as well as personal information in hashed, non-human readable form, in any of the above circumstances.

CROSS-BORDER DATA TRANSFERS
Information sharing sometimes involves cross-border data transfers, for example to the United States of America and other jurisdictions. For example, where the Service allows users to be located in the European Economic Area ("EEA"), their personal information is transferred to countries outside the EEA. We use standard contractual clauses approved by the European Commission or other appropriate safeguards to allow transfers of data from the EEA to other countries. Standard contractual clauses are commitments between companies transferring personal data, binding them to protect the privacy and security of the data.

YOUR RIGHTS
We want you to be in control of your information, so we have provided you with the following tools.

Access / update tools in the service. Account tools and settings that help you access, correct, or delete information you have provided to us that are associated with your account directly within the Service. If you have any questions about these tools and settings, please contact our customer support team at tccstaff@theclosingclub.com

Device permissions. Mobile platforms have permission systems for specific types of device data and notifications, such as address book and location services, as well as push notifications. You can change the settings on your device to allow or oppose the collection of corresponding information or the display of corresponding notifications. Of course, if you do this, some services may lose full functionality.

Elimination. You can delete your account using the corresponding functionality directly on the service or by writing to tccstaff@theclosingclub.com.

Updating your information. If you believe that the information in our possession is inaccurate or that we no longer have the right to use it and wish to request rectification, deletion or objection to its processing, please contact us at tccstaff@theclosingclub.com.
For your protection and the protection of all our users, we may ask you to provide proof of identity before we can respond to the above requests.

Responsibility. In some countries, including the European Union, you have the right to lodge a complaint with the relevant data protection authority if you have concerns about how we process your personal information. The data protection authority with which you can lodge a complaint may in particular be that of your habitual residence, where you work or where we are established.

HOW WE PROTECT YOUR INFORMATION
We work hard to protect you from unauthorized access to or alteration, disclosure or destruction of your personal information.
We regularly monitor our systems for possible vulnerabilities and attacks and regularly review our information collection, storage and processing practices to update our physical, technical and organizational security measures.
We may suspend your use of all or part of the Services without notice if we suspect or detect a security breach. If you believe that your account or information is no longer secure, please notify us immediately by writing to tccstaff@theclosingclub.com.

HOW LONG DO WE COLLECT YOUR INFORMATION
We only retain your personal information as long as we need it for legitimate business purposes (i.e. making meaningful professional connections) and as permitted by applicable law. To protect the security of our users we retain data for three months after account deletion. During this period the account is not visible.
Basically, we delete or anonymize your information when you delete your account or after five years of continuous inactivity, unless:
- we must keep it compliant with applicable law (for example, some ?traffic data? is retained for one year to comply with legal data retention obligations);
- we must retain it to demonstrate our compliance with applicable law (for example, records of consent to our Terms, Privacy Policy and other similar consents are retained for five years);
- there is an outstanding problem, complaint or dispute that requires us to retain relevant information until it is resolved;
- the information must be retained for our legitimate business interests, such as preventing fraud and improving user security.

AGE OF MAJORITY
Our services are limited to users 18 years of age or older. We do not allow users under the age of 18 on our platform and we do not knowingly collect personal information from anyone under the age of 18. If you suspect that a user is under 18, please report it using our contact details.

CHANGES TO THE PRIVACY POLICY
Because we are always looking for new and innovative ways to help you create meaningful connections, this policy may change over time. We will inform you whenever there are changes.

HOW TO CONTACT US
For questions and information write to us at tccstaff@theclosingclub.com
TCC s.r.l.
Via Baseggio, 9 - 30174 Venezia - Italy

COOKIES AND OTHER DATA COLLECTION TECHNOLOGIES
We use and may allow others to use cookies and similar technologies (e.g., web beacons, pixels) to recognize you and/or your devices. You can read our Cookie Policy for more information on why we use them (how to authenticate you, remember your preferences and settings, analyze site traffic and trends, deliver and measure the effectiveness of advertising campaigns, allowing you to use social features ) you can better control their use, through your browser settings and other tools.

Some web browsers (including Safari, Internet Explorer, Firefox, and Chrome) have a ?Do Not Track? (?DNT?) feature that tells a website that a user does not want their online activity tracked. If a website that responds to a DNT signal receives a DNT signal, your browser can prevent that website from collecting certain information about the browser user. Not all browsers offer a DNT option, and DNT signals are not yet uniform. For this reason, many companies, including The Closing Club, do not currently respond to DNT signals.

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COOKIE POLICY
The Closing Club is committed to protecting your privacy. We aim to provide reliable, industry-leading products and services so you can focus on building meaningful connections. Our approach to privacy is to provide clear information about our practices regarding the management of your data.
This cookie policy explains what cookies are, what types of cookies are placed on your device when you visit our website and how we use them.

A cookie is a small text file placed on the hard drive of your electronic device when you visit our website. A cookie contains data so that you can be recognized as a visitor when you visit our website. It allows us to adapt to your needs and makes it easier for you to access our website. When you visit our website, we inform you about the use of cookies. By continuing to use our website you accept its use.
We use the following types of cookies on our website:
- Functional cookies: to collect session and access information.
- Anonymized analytical cookies: to obtain information relating to visits to our website, such as number of visitors, pages and topics visited. This way we can adapt our communication and information to the needs of our visitors.

When you visit our website, cookies from the owner and/or third parties may be installed on your device.
There are first-party cookies and third-party cookies. First-party cookies are placed on your device directly by us. For example, we use first-party cookies to adapt our website to your browser's language preferences and to better understand the use of our website. Third-party cookies are placed on your device by our partners and service providers. For example, we use third-party cookies to measure user numbers on our website or to enable you to share content with others on social media platforms.

What are cookies.
Cookies are small text files sent to or accessed by your web browser or device memory. A cookie typically contains the name of the domain (Internet location) from which the cookie originates, the "lifetime" of the cookie (i.e., when it expires), and a randomly generated unique number or similar identifier. A cookie may also contain information about your device, such as user settings, browsing history and activities performed while using our services.

Session cookies and persistent cookies.
Session cookies last only until you close your browser. We use session cookies for a variety of reasons, including to collect information about the use of our website during a single browser session and to help our users use our website more efficiently. Persistent cookies last longer and are not automatically deleted when the browser is closed. These types of cookies are mainly used to help you access our website quickly and for analytical purposes.

Other tracking technologies such as web beacons.
Other technologies such as web beacons (also called pixel tags or clear gifs), tracking URLs or software development kits (SDKs) are used for similar purposes. Web beacons are small graphics files that contain a unique identifier that allows us to recognize when someone has visited our Service or opened an email we have sent them. Tracking URLs are custom generated links that help us understand where traffic to our web pages is coming from. SDKs are small pieces of code included in apps, which work like cookies and web beacons.
For simplicity, we also refer to these technologies as "cookies" in this Cookie Policy.