Disclaimer

WELLSMS - SALE CONDITIONS Of Wellnet srl with its head office at Milano (Italy) piazzale Cadorna, 13, Vat number 04784670962, hereinafter referred to as “Wellnet”

The Customer, hereinafter referred to as the “User”, requires the services provided by Wellnet, and expressly accepts the present “General Sale and Service Conditions” by signing this form.

1. SERVICE DESCRIPTION

a. Wellnet grants User the possibility of using Wellnet’s SMS gateway for SMS message sending (Short Message System) to mobile terminals reachable by GSM operators as per Wellnet’s Coverage List.

2. SUBJECT OF THE SALE/SUPPLY

a. Wellnet shall put at disposal of the User its services as described herein.

b. Services are rendered when the User has signed the present conditions of sale and service after payment by User of the fees , as per Wellnet price list in force at the moment of the acceptance of these conditions.

c. These conditions are in force and accepted by the User even in event of free and/or temporary use of services supplied by Wellnet at any title.

3. USER'S OBLIGATIONS, PROHIBITIONS AND RESPONSIBILITIES

a. User is responsible of the content of information inserted into SMS messages (Short Message System).

b. Wellnet cannot be held responsible in any way for damages directly or indirectly caused by the services supplied.

c. User undertakes to hold Wellnet harmless from any responsibility in case of criminal reports, legal actions, government or administrative measures or measures or charges by any public authority or body, losses or damages (including legal costs and fees) derived from illegal use of services by the User. User shall exclusively bear any responsibility and/or liability for information carried through the services offered by Wellnet

d. The User undertakes to keep strictly confidential and not to transfer to third parties, the alphanumeric codes (hereinafter denominated "password") necessary for the supplying of services and he guarantees the safekeeping of the above-mentioned codes.

e. It is FORBIDDEN to use Wellnet telematic services for illegal purposes, to carry the request for calls to phone numbers with specified or premium tariffs and for unsolicited ads, and to send messages to addresses and/or phone numbers of users who have nothing to do with the sender.

f. In case the User should not respect the above-mentioned terms, Wellnet can break-off the service without any notice and without any charge for Wellnet.

g. User shall pay the utmost attention so that Wellnet's services are not used in an illegal way ,do not infringe the laws of the Italian Republic and the laws in force in the places where the User and his own customers live. As part of these efforts, User agrees to include a section similar to our point n.3 USER'S OBLIGATIONS, PROHIBITIONS AND RESPONSIBILITIES into the agreements with his own customers, in the customer’s language.

4. SYSTEM FEATURES AND PRACTICAL QUALITIES

a. Wellnet put at User's disposal the SMS service through the use of gateway and ownership procedures also usable via web.

5. Wellnet LIMITED LIABILITY

a. IN ANY CASE NEITHER Wellnet NOR ANY OTHER SUBJECT WHO HAD PART INTO THE CREATION, PRODUCTION OR INTO Wellnet SERVICE SUPPLYING SHALL BE CONSIDERED RESPONSIBLE FOR ANY DIRECT OR INDIRECT, RELATED TO, SPECIAL OR CONSEQUENTIAL DAMAGE OF ANY KIND, BOTH CONTRACTUAL AND EXTRA-CONTRACTUAL, DERIVING FROM THE START UP OF THE ACTIVITIES OR FROM THE UTILIZATION OF Wellnet SERVICES AND/OR FROM INTERRUPTION OF Wellnet SERVICES THE PROVISIONS OF THIS PARAGRAPH SHALL REMAIN VALID AND EFFECTIVE EVEN AFTER THE TERMINATION OF THE RELATIONSHIP BETWEEN Wellnet AND USER.

b. In any case Wellnet shall not be considered responsible for bad functioning of services deriving from responsibilities of telephone and electrical lines, world and national webs, as for example break-downs, overloads, interruptions, strikes etc.

c. Wellnet shall not be considered responsible for third parties non-fulfillments that compromise telematic services put at user's disposal, including, for example, speed slow-downs or a lack of phone lines working and elaborators that manage the telematic traffic between user and Wellnet system.

d. User undertakes to hold Wellnet harmless from all losses, damages, responsibilities, costs, obligations and charges including possible legal fees that shall be suffered or sustained by Wellnet as a consequence of any non-fulfillment of obligations undertaken and guarantees given by User in anyway related to the kind of service supplied by Wellnet, even in event of damage compensations claimed by third parties at any title.

e. According to service supplying conditions, User acknowledges that Wellnet does not guarantee that his services are perfectly fit for any special purpose.

f. In addition, due to the special structure of telematic services, where many entities are involved, no guarantees can be given with regard to continuous service enjoyment. According to these terms, User agrees not to consider Wellnet responsible in the event of losses or damages of any kind deriving from data loss, no access to services, no possibility to forward or receive information, caused by, or resulting from, delays, cancelled transmission or service interruption.

6. CIRCUMSTANCIES BEYOND Wellnet 'S CONTROL, CATASTROPHICAL AND FORTUITOUS EVENT

a. Wellnet is not responsible for break-downs due to fire, explosion, earthquake, eruptions, landslides, tornados, storms, floods, hurricanes, avalanches, war, insurrections, riots, strikes and to any other unpredictable and exceptional cause that might not allow the supplying of the services.

7. FINANCIAL AND COMMERCIAL CONDITIONS

a. Attachment A, which is an integral part of these conditions contains the financial and commercial terms accepted by the User.

b. possible price increases - imposed to Wellnet by mobile phone operators - will automatically be transferred to user; in event of pre-paid supplying, the number of available messages from the customer will automatically be reduced, to set-off the higher cost that might be paid. User shall be free to terminate his relationship with Wellnet srl only in case that such increases are higher than 50% of the previous charges. User can terminate his relationship also by fax and in that case he can require the refund of the remaining amount .

8. Wellnet DUTIES

a. Wellnet undertakes to keep up the efficiency of its services. If Wellnet shoud be compelled to break off the service because of exceptional events or maintenance, Wellnet will try to keep interruption and /or bad working periods as short as possible. Wellnet will fix the appropriate access procedures to services and reserves the right to improve them at any time in order to be able to increase efficiency. Wellnet will supply the customer with all the technical specifications for the access to services.

9. CONFIDENTIAL DATA ITALIAN LAW N. 130/2003 AND SUBSEQUENT MODIFICATIONS

a. Wellnet will collect personal and commercial details related to the subscription form, for the purpose of meeting fiscal and tax requirements and useful to starting operation, management and/or maintenance of the services supplied by Wellnet. The details are inserted in a file where customers' personal data are collected.

b. The collection of personal data is necessary to meet legal requirements deriving from the requested services. In case of refusal to disclose one's own personal and fiscal data, Wellnet will not be able to supply its services. The acquired data will be forwarded to Wellnet’s administrative offices for bookkeeping reasons and when necessary to third parties for starting operation, management and/or maintenance of services supplied by Wellnet.

10. STARTING AND EXPIRY DATE

a. The engagements provided for herein shall enter in force between the parties starting from the date of activation shown on the order confirmation sent by e-mail from Wellnet. Starting from said date and for one year only therefrom, the User shall be authorized to utilized Wellnet services.

11. TERMINATION CLAUSE

a. In the event of violation by User of clause 3 herein, Wellnet reserves the right to declare the relationship with User terminated in conformity to and for the effects of article n. 1456 of the Italian civil code, by written communication to be sent by e-mail.

12. APPLICABLE LAW AND JURISDICTION

a) The supplying of the services herein described and any possible related matter shall be governed by the Italian laws. For any dispute arising out or related to the interpretation of these clauses and the performance of their duties the parties conventionally agree that the courts of Milano, Italy shall have exclusive jurisdiction.

According to art. 1341 and 1342 of the Italian Civil Code the following clauses are specifically accepted:

Art. 3 user’s obligations, prohibitions and responsibilities
Art. 5 Wellnet limited liability
Art. 6 circustamstancies beyond Wellnet’s control, catastrophical and fortuitous event
Art. 7 financial and commercial conditions
Art. 9 confidential data Italian law n 130/2003 and subsequent modifications
Art. 11 termination clause
Art. 12 Jurisdiction