TERMS AND CONDITIONS

1. GENERAL

1.1. The general terms and conditions of use (hereinafter, the "Terms and Conditions") are aimed at regulating the website features and the other services offered by Kiri Technologies Ltd, with registered office in 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ (hereinafter, "Kiri") to end-users (hereinafter, "You" "User/s") in the marketplace available at www.kirimarket.com (the "Marketplace").

1.2. Kiri reserves the right to update or modify the Terms and Conditions as required by legal updates, changes to the services offered or changes to corporate policies. The applicable Terms and Conditions shall be those made available as updated from time to time on the www.kirimarket.com website (the "Website") and the Marketplace.

1.3. Unless otherwise provided for by law, Kiri shall notify You of any update or change to the Terms and Conditions at least fifteen (15) days before the date those changes are due to take effect. Such notification shall be to the e-mail address that You have provided during account registration. Your continued use of the Website after the effective date shall be deemed as an acceptance by You of the updated/modified version of the Terms and Conditions (and You will be obliged to comply with the updated/modified Terms and Conditions from the effective date). If You do not wish to accept any such update or change, You may withdraw from the Terms and Conditions at no cost by stopping Your use of the Marketplace and deleting Your account before the date on which the update or change becomes effective.

1.4. You may withdraw at no cost and at any time, from the Terms and Conditions, by permanently deleting Your account.

1.5. Kiri is entitled to transfer, in whole or in part, the Terms and Conditions and any rights and obligations arising out of, or in connection with, them. Such transfer will not prejudice any rights which you may have arising out of, or in connection with, the Terms and Conditions.

1.6. The Terms and Conditions (as may be modified or updated from time to time) represent the entire agreement between You and Kiri. The specific rules of collection of Kiri Coins published by Kiri on the Marketplace shall be deemed to be part of the Terms and Conditions. In the event of a discrepancy between the Terms and Conditions and the rules set out in the Marketplace, the latter shall prevail.

2. THE FUNCTIONING OF THE MARKETPLACE AND YOUR ACCOUNT

2.1 The functioning of the Marketplace subject of the Terms and Conditions includes all products, functionalities, applications, services and other features offered through the Marketplace, including (but not limited to) the opportunity to redeem products and services such as discount coupons, gift cards, experiences and activities in the Marketplace in exchange of Kiri Coins.

2.2 When a User purchases and/or uses a sustainable product/service from one of the companies with which KIRI has entered into a commercial agreement (the "Kiri Partner"), the User earns some virtual coins called Kiri Coins. The relevant features, the requirements for collection of Kiri Coins and applicable deadlines for collection shall be set out from time to time on the agreed basis between Kiri and Kiri Partner and such information is made available to Users in the Marketplace before the purchase and/or the use of the sustainable product/service with the relevant Kiri Partner.

2.3 The Kiri Coins are neither with drawable nor transferable to third parties nor can be purchased against the payment of money or other goods or valuables;

2.4 The award of Kiri Coins is not based on elements of chance and whoever makes a purchase or uses a product/service of a Kiri Partner receives the same amount of Kiri Coins. There might be promotions where more Kiri Coins are awarded against some purchases/activities, but they will be open to all the customers who purchased/used a product/service from a Kiri Partner;

2.5 To use the functionalities of the Marketplace, You are required to register and create an account on the Website. Registration entails the creation by You of a non-transferable and non-shareable personal account. Users must not hold, open or operate accounts other than in their own name. Users must not hold more than one account. The use of the Marketplace is restricted to adult users over the age of 18. By continuing Your registration, You declare that You are of at least 18 years old.

2.6 You are responsible for all activities carried out through Your account and for Your password. To this end, You undertake to adopt reasonable precautions to guarantee that Your password is kept at all times secure and confidential and You undertake to immediately inform Kiri should You have good reason to believe that Your password has been disclosed to or obtained by a third party, or has been, or may be, illegitimately used.

2.7 You must ensure that any information You provide to Kiri is accurate and complete and You must immediately inform Kiri of any change to this information. Data that You have provided may be accessed and updated by You in the "My Account" section of the Website.

2.8 To be eligible to redeem products and services made available in the Marketplace, participants must be Users holding a single account on the Kiri Website and must be at least 18 years old. At any time, Kiri reserves the right to carry out any and all necessary checks to ensure that Users are eligible to redeem product or services in exchange of Kiri Coins pursuant to the Terms and Conditions.

2.9 Without prejudice to the foregoing and in accordance with applicable data protection laws, Kiri reserves the right to request from Users all such documents as may be necessary to verify the accuracy of the data and information provided to Kiri. Such requests shall be sent by e-mail to the e-mail address provided by the User when registering on the Website. Failure to provide, in whole or in part, the requested documents within the timelines, and in accordance with the requirements set out by Kiri in such a request shall result in the relevant User being excluded from the Marketplace.

2.10 For some services available in the Marketplace (such as tours guide, trips, experiences etc.) Kiri will communicate to the User via the e-mail notice the terms on how to redeem the relevant service. If a User fails to follow the provisions contained therein within the timeframe and in the manner indicated by Kiri in that email message, the offer will be deemed not assigned and may be reused by Kiri in the Marketplace or for such other purpose as Kiri may decide within its sole discretion.

2.11 Within the limits provided by applicable laws, if a product or service indicated on the Marketplace is not available due to reasons not attributable to Kiri, Kiri will commit to offer a similar product or service of equivalent value.

3. USER'S OBLIGATIONS

3.1 During the usage of the services offered through the Marketplace, You shall abide by the Terms and Conditions and all applicable laws and regulations and shall not prejudice the rights of Kiri, the companies of the Kiri group, or Kiri’s suppliers and licensors. In particular, when redeeming products in the Marketplace or carrying out any related activity, You must not:

· use identities other than Your own or provide incorrect or inaccurate information regarding Your identity, including in relation to Your registration information. An account created on the Website is strictly personal and You cannot create and/or manage accounts on behalf of third parties, including other Users;

· act in an unlawful, misleading or fraudulent manner or for an illegal or unauthorised purpose;

· behave in ways aimed at interfering or impairing the functioning of the Markeplace;

· attempt to create accounts or access the account/s of other Users or collect information from other User accounts in an unlawful, fraudulent or unauthorised manner. This includes (without limitation) the creation of accounts or collection of information using automated systems;

· purchase, sell or transfer any aspects of Your account (including the balance of Kiri Coins You have collected) or ask, collect, use or access the data or credentials of other Users, or procure, or attempt to procure, any third party to do so;

· use systems for obtaining Kiri Coins in a fraudulent manner or in general in breach of the Terms and Conditions, for instance, by creating fake accounts and/or exchanging, buying or selling Kiri Coins with other Users. Any Kiri Coin obtained in such a fraudulent manner will be cancelled and the balance will be cleared.

3.2 Kiri reserves the right take any action against a relevant User (including through the suspension or disablement of any User account) who has breached (without limitation):

a) The Terms and Conditions;

b) Kiri’s intellectual property rights or any third party intellectual property rights; or

c) Any applicable laws or regulations.

3.3 Should Kiri decide to remove information or content, or suspend or disable Your account, Kiri shall notify You of this through the Website. You may contact Kiri at the email address info@kiritechnologies.com if You believe Your account has been suspended or disabled by mistake (or should You wish to permanently disable or delete your account).

4. LIMITATION OF LIABILITY

4.1 Kiri, its suppliers and licensors will not be responsible for any delay in accessing the Website or the functionality of the Marketplace, to the extent that such delay is due to Internet problems, force majeure or any events beyond Kiri’s control. In particular, Kiri shall in no case be liable for:

a) failed delivery of a notice concerning a product or service redeemed in the Marketplace, provided such failure is attributable to incorrect or out-of-date information or data provided by the User, or if such failure is attributable to non-existent, incorrect, unavailable or blacklisted e-mail addresses or postal addresses, or email addresses or postal addresses that are, for any other reason, unreachable by Kiri;

b) problems with accessing the Website or any impediment, malfunction or difficulties in relation to the User’s technical tools, including, but not limited to, his/her computer and mobile devices, telephone line, cables, electronic components, software, hardware, transmission, connection, Internet connection, antivirus, antispam, firewall or postal errors, or any other cause beyond Kiri’s control;

c) unauthorised use or alteration of the User’s transmissions and/or data which is not attributable to Kiri, including, amongst other things, any damage (including economic damage) suffered by the User for loss of profit, loss of use, loss of data or any other intangible asset.

4.2 The User acknowledges and accepts that Kiri shall not be liable for damage of any kind whatsoever that may be caused to any third party as a result of or in connection with conduct, acts or omissions not attributable to Kiri (including, but not limited to, direct and indirect damages resulting from the use of products or services available in the Marketplace).

5. WARRANTIES

5.1 The Website is provided "as is" and Kiri does not warrant that: (a) the Website is compatible with the User's devices or will not experience any interruption or error; (b) the Marketplace or the contents of the Website do not breach the rights of third parties, including intellectual property rights; (c) the Marketplace, including any information obtained through the Website, meet the needs and expectations of the User.

6. INDEMNITY

6.1 You undertake to indemnify and hold harmless Kiri, its representatives, directors, agents, licensees, partners and employees from and against any claim, cost, expense, loss or damage (including reasonable legal expenses) resulting from or connected to any conduct attributable to You in the context of the Marketplace and the use of any products or services available therein.

7. LICENCE FOR ACCESSING THE MARKETPLACE

7.1 Subject to compliance by the User with the terms and obligations provided for in the Terms and Conditions, Kiri grants to the User, for personal use only with the exclusion of any commercial use, a limited, non-exclusive, non-transferable license (which may not be sub-licensed) for accessing and using the Website, for the entire period in which the User has an active account and is subject to the Terms and Conditions. This license does not include any right of resale, commercial use, any right to the functionality or content of the Website, any right to modify the software or carry out reverse-engineering or similar to obtain the source code. All rights not expressly licensed in the Terms and Conditions can be exclusively exercised by Kiri and/or its licensors or suppliers.

8. INTELLECTUAL PROPERTY AND LIMITATIONS

8.1 The User acknowledges and accepts that all content present or made available on the Website concerning Kiri including, but not limited to, posts, software, texts, pictures, graphics, sounds, animations, buttons, icons and videos, including their layout, is subject to copyright and is protected by all applicable laws and other intellectual property rights and that Kiri is the holder of all such rights and entitlements in its capacity as owner or licensor. Any direct link to the Website or any related sections cannot be included by the User in any other applications or websites without Kiri’s prior written consent.

8.2 It is forbidden for the User to reproduce, duplicate, copy, sell, resell or use in any other manner for commercial purposes the contents, distinctive signs or functionalities of the Website and Marketplace, in whole or in part, without Kiri’s express written consent. It is also forbidden for the User to perform framing activities in relation to the Website, or otherwise use, or attempt to use, techniques that allow the User to misappropriate trademarks, logos, distinctive signs, codes, parts of software or any other information or content, including pictures, texts, page settings or formats.

9. DATA PROTECTION

9.1 To access some features and products of the Marketplace Users will be required to create an account on the Website. The personal data entered, and the User's information collected will be processed in accordance with the privacy policy available within the Website.

9.2 As to the installation of cookies on the Website, please see the cookie policy available on the Website.

10. EFFICACY OF THE TERMS AND CONDITIONS

10.1 The inapplicability or un-enforceability of any term of the Terms and Conditions shall not have the effect of invalidating the other terms.

10.2 The non-application or enforcement of any term of the Terms and Conditions shall in no way imply that the Terms and Conditions have been waived in whole or in part.

11. APPLICABLE LAW AND JURISDICTION

11.1 The Terms and Conditions are governed by and shall be construed in accordance with Italian law, without prejudice to any overriding rights provided by consumer protection laws which You may be entitled to in Your country of residence. Any dispute arising from the Terms and Conditions and in general the Kiri Services will be subject to the exclusive jurisdiction of the Court of Milan, Italy. However, if You are a consumer then the courts of Your country of residence may have exclusive jurisdiction to hear any dispute that may arise out of or is related to the Terms and Conditions.

11.2 In case of users residents in the European Union, they may also access the European online dispute resolution platform (the European ODR platform). The European ODR platform is developed and operated by the European Council in implementation of Directive n. 2013/11/EU and Regulation (EU) n. 524/2013, and provides independent, impartial, transparent, simple, effective, fast and fair out-of-court solutions for resolving domestic or cross-border disputes stemming from sales contracts or online service contracts between a consumer established in the Union and a professional resident in the Union through the intervention of an ADR entity (Alternative Dispute Resolution) which provides such services. For additional information on the European ODR platform, or to make any report and initiate an alternative dispute resolution related to the Terms and Conditions, please use the following link: http://ec.europa.eu/odr.

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