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Vora Customer Terms of Service (B2B)

Version: 3.2.0 Effective Date: 13 May 2026 Last Updated: 26 May 2026 Authoritative Language: Italian. This English version is a courtesy translation of customer-tos.it.md. In case of any conflict between the two versions, the Italian version prevails.

Preamble - International Scope of the Service

Vora S.r.l. is a company organised under Italian law. The Vora Platform, however, is technically accessible globally and the Company provides the Service to Customers established in any jurisdiction, subject to the limitations set out in Article 13-bis (Sanctions and Restricted Jurisdictions).

These Terms adopt an Italian-prevailing posture (authoritative Italian-language text, governing Italian law, Italian registered office) while acknowledging that the regulatory obligations of Customers and End Users vary depending on the jurisdiction in which the Customer is established, in which the initiative is offered or in which the targeted End Users reside.

Consequently:

The promotional, tax, and consumer-protection obligations set out in Article 3 apply on a per-jurisdiction basis - not by automatic application of Italian law to every Customer.

Recitals

These Customer Terms of Service (the "Terms" or the "Agreement") govern the use of the software-as-a-service platform known as "Vora" (the "Platform") by organisations, undertakings, public bodies, associations or professionals using it for purposes related to their economic or institutional activity (the "Customer" or "You").

The Platform is provided by Vora S.r.l., a single-member limited-liability company organised under Italian law, with registered office at Viale Certosa 218, 20156 Milan (MI), Italy, Tax Code and VAT no. IT14762180967, enrolled in the Companies' Register of Milan (registration in progress; REA no. pending) (the "Company").

This Agreement is concluded between the Company and the Customer at the time of electronic acceptance of these Terms during organisation account registration on the Platform, pursuant to Articles 1326 and 1327 of the Italian Civil Code and Article 20 of Legislative Decree 7 March 2005 no. 82 (Italian Digital Administration Code, "CAD") regarding written form and the validity of electronic documents.

These Terms apply exclusively to B2B (business-to-business) relationships. The relationship between the Company and consumer end users (voters, idea authors, participants) is governed by the separate End-User Terms published at end-user-terms.html.

1. Definitions

For the purposes of these Terms:

1.1 "Platform" or "Service": the Vora software-as-a-service accessible at voiceofthenewera.com and via the APIs exposed at api.voiceofthenewera.com, including idea collection, governance proposal management, voting with blockchain certification, innovation challenges ("Idea Challenge"), digital reward distribution, and all ancillary components.

1.2 "Customer": the organisation holding the Platform subscription, identified by an organisational account (OrganizationTenant) and one or more designated administrator users. The Customer may be established in any jurisdiction.

1.3 "End User" or "Participant": the natural person accessing a Customer Organisation's public spaces on the Platform to submit ideas, vote on proposals, participate in Idea Challenges or receive rewards.

1.4 "Promotional Initiative" (in Italian: "Iniziativa Promozionale"): any event organised by the Customer on the Platform that provides for the award of a prize, recognition, economic benefit, voucher, gift, event access, physical good or digital utility, whether qualified under the applicable law as a prize contest, prize operation, sweepstakes, prize draw, contest, idea challenge, gift-with-purchase, loyalty program or equivalent.

1.5 "Promoter" / "Sponsor" / "Organisateur" / "Veranstalter" / "Organizador": the legal entity that, under the law of the jurisdiction in which the Promotional Initiative is offered or whose participants are resident, organises, runs and bears the substantive responsibility for the initiative. For the purposes of this Agreement, the Promoter is always and exclusively the Customer, in every applicable jurisdiction (see Articles 2 and 3).

1.6 "Idea Challenge": the Platform feature allowing the Customer to launch a public idea challenge, optionally associated with final or intermediate prizes and qualifying as a Promotional Initiative.

1.7 "Proposal": the individual deliberative unit submitted to End User voting (proposal record in the Platform database), optionally associated with rewards.

1.8 "Reward" or "Prize": the good, service, access code, voucher or other item of economic value awarded by the Customer to one or more End Users in connection with a Proposal, Idea Challenge or other Promotional Initiative hosted on the Platform.

1.9 "Personal Data": has the meaning given in Article 4(1) of Regulation (EU) 2016/679 ("GDPR") and, where applicable and of equivalent scope, of local laws (UK GDPR, Swiss FADP, Brazilian LGPD, California CCPA/CPRA, Canadian PIPEDA, Australian Privacy Act 1988, etc.).

1.10 "DPA": the data processing agreement under Article 28 GDPR (together with SCC annexes under Commission Implementing Decision (EU) 2021/914 and equivalent mechanisms for non-EU jurisdictions), attached to these Terms and forming an integral part of them, available at dpa.en.md.

1.11 "Plans": the Platform subscription tiers - Starter (free), Growth (€99/month) and Pro (€349/month) - as described in Article 10 and at voiceofthenewera.com/pro.html.

2. Roles and Responsibilities - the Company as Hosting Provider, Customer as Sole Promoter in Every Jurisdiction

2.1 The Company is exclusively the technical provider of the Platform. For relationships having relevance in the Italian legal system, the Company's activity qualifies as the provision of an information-society service under Italian Legislative Decree 9 April 2003 no. 70, and specifically as a hosting provider under Article 16 of the same decree, implementing Directive 2000/31/EC. Analogous qualifications apply in other jurisdictions (e.g., intermediary service provider under Regulation (EU) 2022/2065 - DSA; information society service under the UK Electronic Commerce (EC Directive) Regulations 2002; online service provider under 47 U.S.C. § 230 in the United States; provedor de aplicações under Brazilian Lei 12.965/2014 - Marco Civil).

2.2 The Customer is the sole Promoter / Sponsor / sponsor-of-record for every Promotional Initiative launched through the Platform, in every jurisdiction in which the initiative is offered or whose participants are resident, including by way of non-exhaustive example:

a) any prize contest, prize operation or promotional event under Italian law (D.P.R. 26 October 2001 no. 430);

b) any sweepstakes, prize promotion, contest, gift-with-purchase or loyalty program under U.S. federal and state law;

c) any prize competition or free draw under the UK Gambling Act 2005 and applicable codes (CAP Code Section 8);

d) any Gewinnspiel or Preisausschreiben under German § 657 BGB and the UWG;

e) any jeu-concours, loterie promotionnelle or tirage au sort under the French Code de la consommation and applicable CNIL guidance;

f) any concurso or sorteo under Spanish Ley 13/2011 and Real Decreto Legislativo 1/2007;

g) any promoção comercial under Brazilian Lei 5.768/1971 and Decreto 70.951/1972, with SECAP / CAIXA authorisation;

h) any contest, promotional contest or trade promotion under the Canadian federal Competition Act (s. 74.06) and the Criminal Code (s. 206), with skill-question rules where required by Quebec RACJ;

i) any trade promotion lottery or competition under Australian state laws (NSW Community Gaming Act 2018, VIC VCGLR, etc.) and the Australian Consumer Law;

j) any engagement, loyalty or marketing initiative providing for the distribution of rewards, vouchers, discount codes, event access, physical goods or digital utilities and falling within the scope of any consumer-protection, anti-unfair-practices or anti-gambling regulation of any relevant jurisdiction.

2.3 As a consequence, and irrespective of the applicable jurisdiction, the Company does not act:

a) in the selection of winners, the drafting of contest rules, or the assessment of submitted contributions, save for the algorithm or procedure configured by the Customer on the Platform;

b) in the physical delivery of prizes (physical delivery, code activation, voucher release, bank transfers);

c) in promotional, advertising or marketing communications relating to the initiative, save for the technical role of mere delivery of transactional notifications triggered by the Customer;

d) in handling participant complaints, disputes, consumer-protection actions or End User requests concerning prizes, rules, or initiative outcomes;

e) in any role as withholding agent, responsible party or promotor cadastrado before any national or foreign tax authority.

2.4 The Company provides only the technical infrastructure (compute, storage, blockchain certification of votes as audit log, notification delivery, APIs), acting as a neutral party with respect to the content uploaded by the Customer and End Users. The blockchain certification constitutes an immutable audit log of vote-process integrity and does not in any way constitute token issuance, payment instrument or any reserved financial activity.

3. Customer Obligations by Jurisdiction

3.1 Where the Customer launches a Promotional Initiative on the Platform, the Customer assumes on its own behalf and exclusively all obligations imposed by the applicable laws in each jurisdiction in which the initiative is offered or whose participants are resident. The following enumeration is non-exhaustive and provided by way of example only:

(a) Italy. D.P.R. 26 October 2001 no. 430 - Prize Contests and Prize Operations: - drafting of the contest rules under Article 11; - self-certification and prior notification to MIMIT at least fifteen (15) days before the start under Article 10 paragraph 3; - payment of the substitute tax or, alternatively, application of withholding tax at 25% under Article 30 of D.P.R. 600/1973; - posting of a bank or insurance surety bond in favour of the Ministry equal to 100% of the prize pool under Article 7; - closing-of-operations notarial deed or chamber-of-commerce report under Article 9(1)(c); - donation of unawarded prizes to ONLUS / ETS under Article 10 paragraph 5; - non-misleading advertising under Articles 18 et seq. of the Italian Consumer Code (Legislative Decree 6 September 2005 no. 206), prohibition of unfair commercial practices under Articles 20-27-quater of the same Code, compliance with Legislative Decree 2 August 2007 no. 145 (B2B misleading advertising); - Italian Law 449/1997 Article 19 for prize operations.

(b) EU / EEA (beyond Italy). Directive 2005/29/EC on unfair commercial practices (as implemented in each national legal system), GDPR Regulation (EU) 2016/679, Regulation (EU) 2022/2065 (DSA), Directive 2011/83/EU on consumer rights, ePrivacy Directive 2002/58/EC as amended.

(c) United Kingdom. Gambling Act 2005 (Sched. 2 free draws / prize competitions), CAP Code Section 8 (Sales Promotions), Consumer Protection from Unfair Trading Regulations 2008 (CPUT), UK GDPR + Data Protection Act 2018, Online Safety Act 2023 for UGC content moderation.

(d) United States - federal. FTC Act (15 U.S.C. § 45) including the Endorsement Guides and anti-deceptive-practices principles, CAN-SPAM Act (15 U.S.C. § 7701 et seq.), TCPA (47 U.S.C. § 227), COPPA (15 U.S.C. § 6501 et seq. + 16 CFR Part 312) for participants under 13, IRS Form 1099-MISC for prizes of USD 600 or more (Treas. Reg. § 1.6041-1).

(e) United States - state. Among others: New York General Business Law § 369-e (and subsequent Sweepstakes Disclosure Statute), Florida Statutes Chapter 849.094, Rhode Island General Laws § 11-50, California Business and Professions Code § 17539 et seq., Arizona Revised Statutes § 13-3311, Tennessee Code § 47-18-120, and any applicable state equivalent, including state-level registration, bonding and disclosure requirements for sweepstakes with significant prize pools.

(f) Germany. UWG (Gesetz gegen den unlauteren Wettbewerb) §§ 3, 5, 5a, 7 (anti-unfair-practices and direct-marketing rules), BDSG (Bundesdatenschutzgesetz) read together with GDPR, TTDSG (Telekommunikation-Telemedien-Datenschutz-Gesetz).

(g) France. Code de la consommation Articles L121-1 et seq. (commercial practices) and L121-36 et seq. (advertising lotteries); CNIL guidance for processing purposes connected to the initiative; Code monétaire et financier Article L322-1 et seq. where relevant.

(h) Spain. Ley 13/2011 on gambling regulation; Ley Orgánica 3/2018 on personal data protection (LOPDGDD) read together with GDPR; Real Decreto Legislativo 1/2007 on consumer protection.

(i) Brazil. Lei 5.768/1971 and Decreto 70.951/1972 (prior SECAP / CAIXA authorisation for commercial promotions); Código de Defesa do Consumidor (Lei 8.078/1990); LGPD (Lei 13.709/2018); Lei 12.965/2014 Marco Civil da Internet.

(j) Canada. Competition Act s. 74.06 (Promotional Contests), Criminal Code s. 206 (Offences in Relation to Lotteries and Games of Chance - requiring a mathematical skill question for no-purchase entries), federal PIPEDA, provincial laws (in particular Quebec - Régie des alcools, des courses et des jeux).

(k) Australia. State - NSW Community Gaming Act 2018, VIC Victorian Commission for Gambling and Liquor Regulation, and equivalents for other state jurisdictions; federal - Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010), Privacy Act 1988 + Australian Privacy Principles, Spam Act 2003.

(l) Catch-all. Any other applicable law in any other jurisdiction in which the initiative is offered or whose participants are resident, including (by way of example only) Switzerland (Loi sur les loteries / Geldspielgesetz), Japan (Premiums and Representations Act), India (Prize Competitions Act 1955), Singapore (Gambling Control Act 2022), UAE, South Africa, etc.

3.2 The Customer is the sole party subject to the measures, administrative pecuniary sanctions, and any other measures adopted by the competent authorities of the above jurisdictions as a consequence of the initiative, including (by way of example only) MIMIT, the Italian Financial Police, AGCM, AGCom, Italian Revenue Agency, Italian Data Protection Authority (Italy); FTC, FCC, IRS, State Attorneys General (United States); ASA, ICO, Gambling Commission (United Kingdom); CNIL, Bundeskartellamt, Bundesnetzagentur (EU / DE / FR); SECAP, ANPD (Brazil); Competition Bureau, Office of the Privacy Commissioner (Canada); ACCC, OAIC (Australia).

3.3 The Company does not act as withholding agent, responsible party, surety provider, contest-rules drafter or regulatory liaison in any jurisdiction.

3-bis. Technical Neutrality of the Company

3-bis.1 Irrespective of the applicable jurisdiction and the qualification of the initiative, the Company limits its activity to technical hosting, compute, distributed-ledger audit-log certification, notification delivery and API exposure. The Company does not:

a) draft or validate the contest rules; b) make notifications or prior communications to ministries, regulators or competent authorities on behalf of the Customer; c) constitute, custody or deliver prizes, surety bonds, bonds or guarantees; d) determine winners other than by executing the algorithm or procedure configured by the Customer; e) act as a withholding agent, responsible party or promotor cadastrado before any tax authority; f) provide legal opinion on the qualification of the initiative or the applicability of statutory exemptions.

3-bis.2 The blockchain certification (immutable audit log on Base Mainnet L2 or Ethereum Mainnet, depending on the Plan) attests exclusively to the sequential integrity and authenticity of recorded votes; it does not constitute legal opinion on the regularity of the initiative, nor a financial instrument or security of any kind.

4. Promotional Initiatives with Rewards Distributed to All Participants (Prize Operations and Equivalents)

4.1 Where rewards configured on the Platform are distributed to all Participants meeting a given condition (e.g., to all voters, to all signed-up users, to all idea submitters), the regime provided in each relevant jurisdiction for prize operations, gift-with-purchase, loyalty rewards, cashback or equivalents applies - including, for Italian customers, Article 3 of D.P.R. 430/2001.

4.2 In such cases, the Customer assumes the proportionate obligations of drafting the rules, notifying/registering with the competent authority where required, surety/bonding, tax withholding, in the forms provided by the applicable law in each relevant jurisdiction.

4.3 Activation of the "Voter Rewards" feature or population of the grand_prize_description field on a Proposal or Idea Challenge constitutes a confirmation by the Customer that the Customer has assessed the applicability of all relevant laws to its initiative and assumed the related obligations.

4.4 The Platform may condition activation of the features set out in this Article on the prior explicit acceptance by the Customer of a Promoter Acknowledgement declaration, with recording of date, time and IP address, valid in every jurisdiction in which the initiative is offered.

5. Exemptions and Special Qualifications

5.1 The laws of numerous jurisdictions provide exemptions or special qualifications for initiatives that recognise personal merit, artistic, scientific, sporting or public-interest value - for example, under Italian law, Article 6 of D.P.R. 26 October 2001 no. 430, and in other jurisdictions analogous regimes (public-interest competitions, bona-fide skill contests, educational competitions, etc.).

5.2 Where the Customer takes the view that its Idea Challenge or other initiative falls within an exemption or special qualification, the Customer makes such assessment at its sole responsibility, where appropriate with the advice of a qualified professional in the relevant jurisdiction, and shall hold the Company harmless under Article 7 below for any consequence arising from an erroneous qualification.

5.3 The mere ticking of an exemption checkbox in the administrative Platform interface does not constitute legal opinion nor any commitment of the Company as to the merits of the qualification in any jurisdiction.

6. Limitation of Liability (Articles 1229 and 1341 ICC)

6.1 Except in cases of wilful misconduct or gross negligence (Article 1229 paragraph 1 ICC), within the limits permitted by applicable law, the Company is excluded from any liability towards the Customer, its successors, End Users and third parties for:

a) failure to deliver, delay or defective delivery of prizes to winners or participants;

b) disputes, complaints or contests between the Promoter (Customer) and Participants concerning the initiative, its rules, or its outcome;

c) administrative, pecuniary or interdiction sanctions imposed by any competent authority in any jurisdiction, including by way of example MIMIT, AGCM, the Italian DPA, the Italian Revenue Agency, AGCom, the Italian Financial Police (Italy); FTC, FCC, IRS, State AGs (United States); ICO, ASA, Gambling Commission (United Kingdom); CNIL, Bundeskartellamt (EU); SECAP, ANPD (Brazil); Competition Bureau (Canada); ACCC, OAIC (Australia);

d) challenges to the contest rules, injunctive actions, class actions or class actions in jurisdictions allowing them (e.g., Article 140-bis of the Italian Consumer Code; federal class actions under Fed. R. Civ. P. 23 in the U.S.; opt-in class actions in the U.K.);

e) complaints concerning unfair commercial practices / deceptive trade practices / unfair commercial practices in any applicable jurisdiction;

f) infringement of intellectual property or image rights connected with content uploaded by the Customer or End Users;

g) interruptions, malfunctions, delays of the Platform due to force majeure, scheduled maintenance, cyber-attacks, third-party provider errors (cloud providers, blockchain registers, email services).

6.2 In any event, the Company's aggregate liability towards the Customer, on any title and cause, may not exceed the amount of fees actually paid by the Customer to the Company in the twelve (12) calendar months preceding the damaging event. This limit does not apply in cases of wilful misconduct or gross negligence of the Company, or where law mandatorily excludes the limitation.

6.3 The Company does not guarantee any economic, participation, engagement, or reach outcome arising from Platform use. The Platform is provided "as-is" save for the mandatory warranties of law.

7. Indemnification (Hold-Harmless) under Articles 1381 and 1453 ICC

7.1 The Customer undertakes to hold harmless and indemnify the Company, its directors, employees, collaborators and suppliers (the "Indemnitees") against any claim, action, sanction, cost, legal expense, direct, indirect, consequential or lost-profit damage, arising from:

a) breach by the Customer of the laws applicable to the Promotional Initiative as set out in Article 3 (and, more generally, any consumer-protection, anti-unfair-practices, anti-gambling, tax, data-protection and UGC moderation regulation, in any relevant jurisdiction);

b) inaccurate, false or reticent statements of the Customer regarding the qualification of its initiative or the applicability of statutory exemptions in any jurisdiction;

c) content uploaded by the Customer or End Users in their Platform spaces, including defamatory, rights-infringing, illegal content or content prohibited by the Acceptable Use Policy acceptable-use.en.md;

d) breach by the Customer of its Promoter obligations (delivery of prizes, complaint handling, donation of unawarded prizes);

e) breach by the Customer of the representations and warranties under Article 13-bis (Sanctions and Restricted Jurisdictions).

7.2 The indemnification obligation operates after timely written notice by the Company to the Customer of the claim brought by third parties or authorities, with the Company's option to either directly manage the defence (reserving the right to seek reimbursement of costs incurred) or to cooperate with the Customer in a joint defence.

7.3 The indemnification obligation survives Agreement termination for facts and events occurring during its validity.

8. Right of Suspension and Termination (Articles 1453 and 1456 ICC)

8.1 The Company reserves the right to immediately suspend Customer access to the Platform, in whole or in part, where:

a) the Customer is manifestly non-compliant with the applicable laws set out in Article 3, on the basis of a notification by a competent authority of any jurisdiction or a qualified third party (notary, lawyer, consumer-protection organisation);

b) the Customer fails to comply with the Company's requests to produce the contest rules, surety/bond/guarantee, regulatory notifications or other documentation evidencing compliance of the initiative;

c) the Customer is the subject of injunctive or precautionary measures by competent authorities of any jurisdiction;

d) the Customer is in default in payment of the Plan fees for more than fifteen (15) days from due date, following formal demand;

e) the Customer is in breach of the representations and warranties under Article 13-bis (Sanctions).

8.2 Suspension is notified to the Customer by email to the registered administrative address, with statement of reasons and remediation steps.

8.3 Where the non-compliance or breach is not cured within thirty (30) days of notification, the Company may terminate the Agreement under and for the purposes of Article 1456 ICC, without prejudice to the right to damages.

8.4 Breaches of Articles 2, 3, 7, 13-bis and of the Acceptable Use Policy that have been the subject of a written demand left unanswered constitute express termination clauses under Article 1456 ICC. Breach of Article 13-bis (Sanctions) constitutes an express termination clause ipso jure, without the need for prior demand.

9. Hosting Provider Safe Harbor (Italian Legislative Decree 70/2003 and Regulation (EU) 2022/2065 - DSA; equivalent principles in third jurisdictions)

9.1 The Company operates as a hosting-service provider under Article 16 of Italian Legislative Decree 70/2003 and Article 6 of Regulation (EU) 2022/2065 ("Digital Services Act" or "DSA"), and under substantially equivalent principles in applicable jurisdictions (e.g., UK Electronic Commerce (EC Directive) Regulations 2002 + Online Safety Act 2023 concerning user-to-user services; 47 U.S.C. § 230 - Section 230 - in the United States; Brazilian Marco Civil da Internet Lei 12.965/2014 Articles 18-19).

9.2 The Company does not exercise prior editorial control over content uploaded by the Customer and End Users (idea texts, images, proposal descriptions, comments, Idea Challenge content). Such content remains the exclusive responsibility of the uploader.

9.3 The Company publishes and maintains an accessible notice-and-action mechanism under Article 16 DSA (and the equivalent principles of applicable jurisdictions), reachable:

a) via the electronic form at voiceofthenewera.com/report.html;

b) via email at report@voiceofthenewera.com.

9.4 The Company, upon receipt of a qualified notice that sufficiently identifies a piece of illegal content, acts without undue delay to remove or disable access to such content, notifying the uploader (subject to confidentiality of identification data of the notifier where required by law).

9.5 The Customer acknowledges and accepts that the Company, in its capacity as hosting provider, may remove or disable content of the Customer Organisation or End Users within the Customer space, as a consequence of an order from a judicial or administrative authority of any relevant jurisdiction (including DSA, UK Online Safety Act 2023, German NetzDG, Brazilian Marco Civil orders), or of a qualified notice under DSA, without this constituting a breach by the Company.

9.6 The Company designates as single point of contact under Article 11 DSA: Vora S.r.l., Viale Certosa 218, 20156 Milan (MI), Italy, email legal@voiceofthenewera.com. Languages of dialogue are Italian and English.

10. Plans and Fees

10.1 The Platform is offered in the following Plans, as detailed at voiceofthenewera.com/pro.html:

a) Starter - free, up to 100 participants, all voting strategies, Base L2 blockchain certification, real-time analytics;

b) Growth - € 99 / month (excluding VAT where due), up to 1,000 participants, advanced analytics, XP and badges, priority email support;

c) Pro - € 349 / month (excluding VAT where due), up to 10,000 participants, webhooks, API access, white-label, priority support.

10.2 Payment of paid Plans is made via payment means enabled on the Platform. The fee is due in advance for each monthly billing period, with automatic renewal subject to termination notice given at least thirty (30) days before expiry.

10.3 In case of late payment, default interest applies ipso jure under Italian Legislative Decree 9 October 2002 no. 231 implementing Directive 2011/7/EU for EU/EEA Customers; for non-EU/EEA Customers, default interest applies at the Italian statutory rate plus five (5) percentage points.

10.4 The Company may amend Plan fees with at least sixty (60) days' prior written notice; in such case the Customer may terminate without penalty effective from the date the change takes effect.

10.5 Where the Service is suspended for Customer breach under Article 8 or 13-bis, the fee for the suspension period remains due.

10.6 In view of the B2B nature of the relationship, the right of withdrawal under Articles 52 et seq. of the Italian Consumer Code does not apply, as the Customer does not act as a consumer. Equivalent rules of other legal systems exempting B2B relationships from consumer protections operate analogously.

11. Personal Data Processing

11.1 Where the Customer collects and processes End User personal data (Participants, voters, idea authors) via the Platform, the Customer is the data controller under Article 4(7) GDPR - and under the equivalent definitions of applicable local laws (UK GDPR, Swiss FADP, Brazilian LGPD, California CCPA/CPRA - business, Canadian PIPEDA, Australian Privacy Act 1988). The Company acts as data processor / service provider / operator / processor under Article 4(8) GDPR and the equivalents.

11.2 The terms and conditions of processing on behalf of the Customer are governed by the DPA (Data Processing Agreement) attached to this Agreement and available at dpa.en.md, which constitutes an integral and substantial part of these Terms. For international transfers of personal data, reference is made to the SCC Annex dpa-annex-sccs.en.md, which incorporates by reference the SCCs under Commission Implementing Decision (EU) 2021/914 Module 3 and the equivalent mechanisms (UK IDTA, Swiss FADP, LGPD).

11.3 The Company is instead independent controller of data relating to the Customer account (administrator user identities, billing data, security logs, operational service data) processed for purposes of managing the contractual relationship, invoicing, IT security and compliance with legal obligations. The relevant privacy notice is published at privacy-policy.en.md.

11.4 In case of a personal data breach involving data processed on behalf of the Customer, the Company notifies the Customer within forty-eight (48) hours of becoming aware, under Article 33(2) GDPR; the Customer separately notifies the competent authority (Italian DPA, applicable EU/EEA national authority, ICO for the UK, ANPD for Brazil, etc.) within the deadlines provided by applicable law (e.g., 72 hours under Article 33(1) GDPR).

12. Intellectual Property

12.1 The Platform, source code, interfaces, documentation, the "Vora" trademark, logos and any other distinguishing signs are the exclusive property of Vora S.r.l., protected by Italian Law 22 April 1941 no. 633 (Copyright Law), Italian Legislative Decree 10 February 2005 no. 30 (Industrial Property Code), applicable EU law (Directive (EU) 2019/790, Regulation (EU) 2017/1001), and the relevant international conventions (Berne Convention 1886, WIPO Copyright Treaty 1996, Paris Convention 1883, TRIPS Agreement 1994) and applicable national laws of jurisdictions in which Customers operate.

12.2 The Company grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable and limited licence to use the Platform for the term of the Agreement and within the limits of the subscribed Plan.

12.3 Content uploaded by the Customer (organisation logo, space description, branding) remains the property of the Customer, who grants the Company a non-exclusive licence of use limited to providing the Service.

12.4 Content uploaded by End Users (ideas, images, comments) remains the property of the authors, without prejudice to the licence granted to the Customer and the Company under the End-User Terms.

12.5 The Customer is prohibited from: (a) reverse engineering, decompiling or disassembling the Platform, save within the limits of Article 64-quater of Italian Law 633/1941 and the mandatory interoperability provisions of other applicable jurisdictions; (b) reselling Platform access to third parties without written authorisation; (c) removing or altering the Company's copyright notices or distinguishing signs.

12-bis. Promotional and Social-Media Licence

12-bis.1 Where the Customer provides social-media account URLs or handles (for example Instagram, TikTok, X/Twitter, YouTube, Facebook, Discord, GitHub or a website) in its space Settings, or publishes a space, Proposal or Idea Challenge on the Platform, the Customer grants the Company a non-exclusive, royalty-free, worldwide and revocable licence to mention, tag, link, share, re-share and feature such accounts, handles, the Customer organisation name, logo and space content on the Company's own official communication and social-media channels, for the limited purpose of promoting the Platform and the relevant space, Proposal or Idea Challenge.

12-bis.2 The licence is limited to promotional and editorial use connected to the Platform. It does not authorise the Company to suggest a partnership, endorsement or sponsorship by the Customer beyond the factual statement that the Customer uses the Platform, nor to alter the Customer's trademarks in a misleading manner.

12-bis.3 The licence is revocable: the Customer may withdraw it at any time by removing the relevant social-media URLs from its space Settings and by written notice to legal@voiceofthenewera.com. Revocation operates prospectively only. It does not affect promotional uses lawfully made before revocation and does not oblige the Company to delete content already published on third-party social-media platforms, on which the Company will nonetheless use reasonable efforts to remove or untag the relevant material upon request.

12-bis.4 The Customer represents and warrants that it holds all rights necessary to grant this licence, that the social-media accounts it provides belong to it or that it is authorised to use them, and that such use does not infringe third-party rights. The indemnification under Article 7 applies to any breach of this representation.

12-bis.5 This licence survives termination of the Agreement only to the extent necessary in relation to promotional content lawfully published before revocation or termination.

13. Forum, Arbitration and Governing Law

13.1 Governing law. This Agreement is governed by Italian law, to the exclusion of the conflict-of-laws rules of Regulation (EU) 593/2008 ("Rome I"), and to the exclusion of the 1980 United Nations Convention on Contracts for the International Sale of Goods (CISG) where applicable.

13.2 Exclusive forum of Milan - Customers established in EU / EEA / United Kingdom / Switzerland. For disputes concerning the interpretation, performance, validity or termination of this Agreement brought by or against Customers having registered office or permanent establishment in a Member State of the European Union, a State of the European Economic Area, the United Kingdom or the Swiss Confederation, the exclusive forum is Milan, Italy, to the exclusion of any alternative or concurrent forum. The clause is enforceable under Article 25 of Regulation (EU) 1215/2012 (Brussels I-bis) for EU/EEA Customers, under Article 23 of the 2007 Lugano Convention for Swiss Customers, and under the Hague Convention of 30 June 2005 on Choice of Court Agreements for UK Customers (where the Convention is in force in EU-UK relations on the date of the dispute) and, residually, under Italian private-international-law rules (Italian Law 218/1995).

13.3 CAM Milan arbitration - Customers established outside EU / EEA / United Kingdom / Switzerland. For disputes concerning the interpretation, performance, validity or termination of this Agreement brought by or against Customers having registered office or permanent establishment outside the EU, the EEA, the United Kingdom and Switzerland, all disputes shall be referred exclusively to arbitration administered by the Milan Chamber of Arbitration (CAM) under the CAM Arbitration Rules in force at the time the proceedings are commenced. The arbitral tribunal shall be composed of a sole arbitrator appointed by CAM. The seat of arbitration shall be Milan (Italy). The language of the proceedings shall be English. The substantive law applicable shall be Italian law. The arbitral award shall be final and binding on the parties and enforceable under the New York Convention of 10 June 1958 on the Recognition and Enforcement of Foreign Arbitral Awards, in force in over 170 States.

13.4 Urgent interim relief. Notwithstanding the above, each party retains the right to apply to the competent judicial authority for interim, conservatory or urgent measures (attachments, injunctions, disclosure orders) before constitution of the arbitral tribunal or even during the arbitration, without this constituting waiver of arbitration.

13.5 Consumer carve-out. The forum/arbitration clauses above do not prejudice the mandatory rights of Customers acting as consumers under Article 33 of Italian Legislative Decree 206/2005 (Italian Consumer Code), Articles 17-19 of Regulation (EU) 1215/2012 (consumer forum for EU/EEA consumers), or analogous rules of applicable legal systems. However, since these Terms govern exclusively B2B relationships (see Recitals), this carve-out operates only in the rare cases where a Customer must be classified as a consumer under applicable law.

13.6 Optional mediation. The parties may, on a preliminary and optional basis, attempt mediation under Italian Legislative Decree 4 March 2010 no. 28, with a mediation body enrolled in the register kept by the Italian Ministry of Justice, with seat in Milan, or with a recognised international mediation provider (ICC International Centre for ADR, JAMS, etc.).

13.7 Pre-v3.1 regime. Disputes arising in connection with facts, events or contractual relationships occurring entirely prior to 13 May 2026 (v3.1.0 effective date) are governed by the version of the Terms in force at the time of such facts, unless the parties agree in writing to apply the present forum/arbitration clauses to such disputes too.

13-bis. International Sanctions and Restricted Jurisdictions

13-bis.1 Customer representations and warranties. The Customer represents and warrants to the Company, on a continuing basis throughout the Agreement, that:

a) it is not a "Sanctioned Person": that is, it is not subject to, nor controlled (directly or indirectly, at 50% or more, or under the control criteria of the relevant regulations) by, persons included in the sanctions lists of the European Union (Regulation (EU) 269/2014, Regulation (EU) 833/2014 as amended, Regulation (EU) 765/2006), the United States (OFAC SDN List, Sectoral Sanctions Identifications List, Foreign Sanctions Evaders List and other Treasury lists), the United Kingdom (OFSI Consolidated List), Australia (DFAT Consolidated List), Canada (SEMA), the United Nations (UN Security Council Consolidated List), Switzerland (SECO), nor of other applicable sanctions lists;

b) it is not established in, nor operating from, a "Restricted Jurisdiction": that is, any jurisdiction subject to comprehensive economic sanctions or equivalent (as at v3.1.0: Iran, the Democratic People's Republic of Korea - DPRK / North Korea, Syria, Cuba, Crimea, Donetsk, Luhansk, Zaporizhzhia, Kherson; as well as Russia and Belarus limited to uses falling within the scope of Regulation (EU) 833/2014 and Regulation (EU) 765/2006 - such as, by way of example, use by Russian/Belarusian persons in the defence, energy, dual-use or sanctioned financial-services sectors);

c) it will not use the Platform, directly or indirectly, for activities constituting a breach of applicable sanctions, including (by way of example) terrorism financing, proliferation of weapons of mass destruction, money laundering, evasion of sanctions through the use of nominees or opaque corporate structures;

d) it shall adopt reasonable technical and organisational measures to prevent access to its Customer Organisation or End Users from the States / territories listed above, it being understood that Vora is a publicly accessible platform technically reachable globally and the Company does not guarantee network-level integral geo-blocking.

13-bis.2 Right of immediate suspension and termination. Where the Company receives a qualified notice or independently detects that the Customer, its directors, beneficial owners, sub-licensees or End Users are included in an applicable sanctions list, or are using the Platform from a Restricted Jurisdiction in breach of sanctions, the Company may immediately suspend Customer access to the Platform and/or terminate the Agreement under and for the purposes of Article 1456 ICC (express termination clause), without need for prior demand and without the Customer's right to refund of fees paid.

13-bis.3 Cooperation with authorities. The Company cooperates with the competent authorities (Italian Financial Intelligence Unit, OFAC, UK OFSI, European Commission, competent national authorities) for fulfilments required by law in matters of sanctions and anti-money laundering. The Customer acknowledges and accepts that the Company may be required to disclose to authorities data relating to the Customer as a consequence of suspicious-operations reporting obligations.

13-bis.4 Specific indemnity. The Customer shall hold the Company harmless, under and with the modalities of Article 7, against any claim, sanction, cost or damage arising from breach of the representations and warranties of this Article, including secondary sanctions in which the Company may incur as a result of Customer operations.

13-ter. AI Act - Allocation of Provider / Deployer Roles (Regulation (EU) 2024/1689)

13-ter.1 The Platform may integrate, currently or in the future, AI components within the meaning of Regulation (EU) 2024/1689 ("AI Act"), including by way of example third-party language models used to generate proposal summaries, suggest titles, support UGC moderation, or perform automated winner selection in Idea Challenges.

13-ter.2 The Company's role. Where the Company integrates third-party AI models (e.g., Anthropic, OpenAI, Google) or develops its own AI components within the Platform, the Company acts as AI system provider under Article 3(3) AI Act, limited to the technical components it controls, and assumes the provider obligations proportionate to the applicable risk level (see Articles 6, 16 et seq. AI Act). For general-purpose AI models incorporated by the Company, the provider obligations rest with the model provider (Anthropic, OpenAI, etc.) under Articles 53 et seq. AI Act.

13-ter.3 Customer's role - Deployer. Where the Customer uses Platform AI features to take or support decisions producing legal effects or decisions that significantly affect End Users (e.g., automated selection of the winner of an Idea Challenge, AI-driven assessment of ideas for the purpose of awarding significant prizes, automated profiling of Participants), the Customer assumes the role of deployer under Article 3(4) AI Act and undertakes to comply with the applicable deployer obligations (information to data subjects under Article 26 AI Act, fundamental-rights impact assessment - FRIA - under Article 27 where applicable, human oversight under Article 14, log retention under Article 26, etc.).

13-ter.4 Risk classification. As at v3.1.0 the AI features integrated in the Platform qualify - on the basis of a preliminary analysis subject to case-by-case verification by the Customer - as limited-risk or minimal-risk AI systems under Article 6 and Annex III AI Act, and do not fall within the list of prohibited AI systems under Article 5 nor of high-risk AI systems under Annex III. The Company reserves the right to update this qualification and adopt proportionate compliance measures where AI features of higher risk are introduced. The Customer, as deployer, conducts its own risk assessment in light of the concrete use of the AI features.

13-ter.5 Transparency towards End Users. Where AI features generate synthetic content displayed to End Users (e.g., automated proposal summaries) or directly interact with End Users, the Company ensures transparency under Article 50 AI Act through UI labelling; the Customer in turn ensures transparency in the use it makes thereof in its promotional communications.

14. Vexatious Clauses - Separate Acceptance under Article 1341(2) ICC

14.1 The Customer declares having read, understood and specifically accepted, by separate tick at registration and/or electronic signature, the following clauses, qualified as vexatious under Article 1341(2) ICC:

14.2 Separate acceptance of these clauses is recorded by the Platform with timestamp and IP address, under CAD (Italian Legislative Decree 82/2005) and Regulation (EU) 910/2014 ("eIDAS"), constituting evidence of specific approval. For Customers established in jurisdictions adopting analogous formal requirements (e.g., U.S. prominent disclosure, German Verzicht, French information précontractuelle renforcée), the double-tick procedure also satisfies such requirements.

15. Amendments, Versioning and Final Provisions

15.1 The Company may amend these Terms at any time, with notice to the Customer by email to the registered administrative address and publication of the new version at voiceofthenewera.com/terms-of-service.it.html, with at least thirty (30) days' advance notice before the effective date, save for amendments mandated by law with immediate effect.

15.2 Material amendments (i.e., those affecting obligations, liabilities, fees, term, forum, arbitration, sanctions, AI Act allocation) require explicit re-acceptance by the Customer at the first useful access after the effective date; the Platform records the tos_version_accepted field for each organisation.

15.3 Absent re-acceptance within thirty (30) days of notification of the material amendment, the Company may suspend Customer access to the Platform until acceptance, without prejudice to the Customer's right to terminate without penalty.

15.4 Should any clause be invalid or ineffective, this does not entail invalidity of the entire Agreement, which continues to produce effects for the residual part. The parties undertake to replace in good faith the invalid clause with one of analogous content and purpose in compliance with law.

15.5 Any tolerance of one party with respect to the other's breaches does not constitute waiver of the rights arising from the non-respected clauses.

15.6 Communications between the parties shall be made by email to the addresses indicated at registration; for the Company the address is legal@voiceofthenewera.com. Certified-mail (PEC) communications, where required by Italian law, shall be sent to the PEC address published in the Companies' Register.

15.7 The Agreement, including the annexes (DPA, SCC Annex, Acceptable Use Policy, Privacy Policy), constitutes the entire understanding between the parties and supersedes any prior agreement, written or oral, having the same subject matter.

Acceptance

By ticking the acceptance checkbox of these Terms and completing registration, the Customer - through its authorised representative - declares having read, understood and accepted in full these Customer Terms of Service, including the attached DPA, SCC Annex, Acceptable Use Policy, Privacy Policy and any Promoter Acknowledgement in subsequent Platform usage phases.

By ticking the second separate acceptance checkbox, the Customer specifically approves the vexatious clauses listed in Article 14.1 under Article 1341(2) ICC, with particular regard (for non-EU/EEA/UK/CH Customers) to the arbitration clause of Article 13.3 and (for all Customers) to the representations and warranties of Article 13-bis (Sanctions).

Vora S.r.l. - Viale Certosa 218, 20156 Milan (MI), Italy - VAT: IT14762180967 - REA: Milan (registration pending) - legal@voiceofthenewera.com

Source document in markdown: docs/legal/customer-tos.en.md (v3.1.0 - 13 May 2026).