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Terms and Conditions for the Use of Salvidio & Partners’ Digital Products

Definitions:

User: An individual or entity that purchases, subscribes to, consults, copies, reproduces or otherwise uses Salvidio & Partners’ Digital Products.

Digital Products: All digital products and services made and/or offered by Salvidio & Partners, including, but not limited to, databases, quarterly research, online applications, and any other digital content available through Salvidio & Partners or its partners and distributors.

Content: Information, data, text, images, graphics, tables, research, reports and any other material provided within the Digital Products.

Industry and Sub-industry Multiples: Numerical values used to estimate businesses, business units and shareholdings, calculated and provided by Salvidio & Partners in their Digital Products.

Levered and Unlevered Beta Coefficients: Values used to estimate the cost of capital for investments and business valuations, provided in Salvidio & Partners’ Digital Products.

Research Multiples (RM): Quarterly documents published by Salvidio & Partners containing information and analysis on industry and sub-industry Multiples.

Online Valuation Application (AVO): A digital tool that allows users to make preliminary valuations of busineses, business units or shareholdings.

Online Impairment Assessment Application (AVI): A digital tool used to identify the possible risk of impairment of a business or of a shareholding.

Impairment: Loss of value of a business, a business unit or a shareholding, which can be recognised by comparing its carrying value with a market estimate.

Personal Data: Any information relating to an identified or identifiable individual, collected and processed by Salvidio & Partners in the context of the use of Digital Products.

1. These Terms and Conditions apply to the purchase, subscription, consultation, extraction of copies, reproduction, and any use, by any means whatsoever, of one or more digital products or services (hereinafter referred to, both individually and collectively as the “Digital Products”) made and/or offered by Salvidio & Partners Società Tra Professionisti Ltd. (Salvidio & Partners Società Tra Professionisti Ltd. has its registered office in the United Kingdom, Suite 1 7th Floor, 50 Broadway, London, United Kingdom, SW1H 0DB, Companies House nr. 10278324 and has a local unit in Italy, at no. 9 Via Antonio Gramsci, Rome, Italy, Repertorio Economico Amministrativo: RM – 1488961. Hereinafter referred to as “Salvidio & Partners”), including, being among the said Digital Products (and not limited to them) the following:

1.1. Database on “Industry and Sub-industry Multiples” (hereinafter: “DM”). DM is accessible to users through the Salvidio & Partners website, and allows them to select, view online in the form of tables and graphs, and export in “pdf” format, the industry and sub-industry Multiples that can be used, adopting the indications of business economics doctrine and those of professional practice, for the estimation of companies, company branches and shareholdings. The Multiples Database also allows its subscribers to download the most recent of the “Multiplier Researches” carried out quarterly by Salvidio & Partners (see below);

1.2. Quarterly Research on Industry and Sub-industry Multiples (“RMs”). The RMs are conducted and published by Salvidio & Partners and are available to the user through the Salvidio & Partners website or through the websites of its partners and distributors. The Multiples published in the form of tables and graphs in the RMs can be used, by adopting the indications of business economics doctrine and those of professional practice, for the estimation of companies, company branches and shareholdings;

1.3. Quarterly Research on Beta Levered and Unlevered Industry and Sub-industry Ratios (hereinafter: “RBs”). The RBs are conducted and published by Salvidio & Partners and are available for purchase by the User through the Salvidio & Partners website, or through the websites of its partners and distributors. The beta levered and unlevered coefficients published in the form of tables in the RBs can be used, by adopting the indications of business economics doctrine and those of professional practice, to estimate the cost of capital relating to investments in general and to estimates of companies, company branches and shareholdings;

1.4. Application for Online Valuation of Companies and Corporate Participations (hereinafter: AVO). AVO allows the User to conduct a summary and first approximation valuation of a business or a business unit or a shareholding by applying to the industry and balance sheet data and geographical area of reference, provided by the User, the industry Multiples estimated by Salvidio & Partners. AVO is accessed through the Salvidio & Partners website, or through the websites of its partners and distributors;

1.5. Application for Online Verification of Possible Risk of Impairment of businesses and of shareholdings (hereinafter: AVI). AVI allows the user to check for the existence of a possible risk of impairment, i.e. loss of value, of a company or a corporate shareholding, by comparing its balance sheet value (also known as “carrying amount”) and making a first approximation estimate. This estimate is made by applying the industry multiples estimated by Salvidio & Partners to the industry and balance sheet data and geographical area of reference, provided by the user. The result of the summary and first approximation estimate is then compared by AVI with the carrying amount, also provided by the user. The comparison is shown by means of graphs and tables and standardised comments. AVI is accessed through the website of Salvidio & Partners, or through the websites of its partners and/or distributors.

2. The purchase and/or subscription and/or consultation and/or extraction of copy and/or reproduction and/or any use whatsoever of the Digital Products’ and/or their contents are subject to the full and unreserved acceptance of these Terms and Conditions by the User. In any case, by purchasing and/or subscribing and/or consulting and/or making copies and/or reproducing and/or using in any way the Digital Products, the User accepts these Terms and Conditions.

3. The User undertakes to pay the established price for the purchase, and/or for the subscription and/or for consultation and/or for the extraction of copies and/or for reproduction, and/or for any use, howsoever carried out, of the Digital Products.

4. The User undertakes not to make any massive copies of the contents of the Digital Products, either manually or using automatic systems of any kind.

5. The User undertakes to personally access the Digital Products and their contents, to diligently guard any access credentials and not to share them with third parties, and not to provide partial or complete copies of the Digital Products and/or their contents to third parties;

6. The User undertakes to use the Digital Products and their contents exclusively within the scope of his/her work, professional activity and for personal purposes, being in any case excluded from providing partial or complete copies of the Digital Products and/or their contents to third parties;

7. The User undertakes to promptly report to Salvidio & Partners any malfunctions of the Digital Products and/or errors in their contents.

8. The User acknowledges, agrees and accepts that all rights relating to the Digital Products and their contents are, without prejudice to any third party rights, owned by and reserved for Salvidio & Partners and therefore undertakes not to resell, republish or otherwise disseminate or disseminate the contents of the Salvidio & Partners Digital Products.

9. The User acknowledges and accepts that the contents of Salvidio & Partners’ Digital Products have been compiled using information from third party sources, which have not been independently verified by Salvidio & Partners. This information may include, but is not limited to, market data, financial data and product classifications relating to thousands of listed companies worldwide. Salvidio & Partners makes every effort to ensure the accuracy and timeliness of the data within the limits of the information provided by third party sources. However, Salvidio & Partners assumes no responsibility for any inaccuracies, errors or omissions in the data provided, nor for any decisions made based on such data. The User is therefore invited to conduct further independent verification of the data and not to rely solely on the contents of the Digital Products to make business or investment decisions.
10. The User acknowledges, agrees and accepts that Salvidio & Partners is under no circumstances required to provide him/her with market, financial and product classification data of individual companies underlying the contents of its Digital Products.

11. The User acknowledges and accepts that the contents of the Salvidio & Partners Digital Products are provided “as is” and, therefore, with possible defects, limitations and deficiencies. Salvidio & Partners has taken every care to produce the Digital Products and their contents. However, it cannot guarantee that they are completely free from methodological errors, calculation errors, or other types of inaccuracies. The User therefore understands and accepts that, due in part to the complex nature of the Digital Products, there is an inherent risk of errors, exacerbated by the fact that large amounts of data have been processed to create them. In view of the inevitable inherent risk of methodological, or calculation or other errors, the User acknowledges and accepts that the use of the Digital Products is at his/her own risk. Salvidio & Partners declines any responsibility for any error or inaccuracy in the data or for any decision made or action taken by the User or any third party based on the Digital Products and their contents. Salvidio & Partners will therefore not be responsible for any negative consequences, direct or indirect, even incidental for the User and/or anyone else arising from the use of the Digital Products and/or their contents.

12. The User acknowledges, agrees and accepts that Salvidio & Partners does not provide and is not obliged to provide any kind of advice and/or suggestions for the use of the Digital Products and their contents.

13. The User acknowledges, agrees and accepts that the modalities of use of the Digital Products and their contents are entirely under the responsibility of the User who carries them out in absolute autonomy from Salvidio & Partners and exclusively at his own risk;

14. The User acknowledges, agrees and accepts that the results obtained by means of the online applications AVO and AVI represent preliminary and approximate estimates, which always require the support of in-depth evaluations, preferably carried out using different and alternative methods and with the assistance of experts in company valuations, business units, corporate participations, finance, accounting principles and valuation principles.

15. The User acknowledges, agrees and accepts that the valuation of companies, business units, shareholdings, tangible and intangible assets and that of any other economic asset or liability (hereinafter: “the Valuation”) constitutes a difficult and complex activity, for which it is necessary to have a thorough and specialised knowledge of a wide range of disciplines (such as accounting and financial statements, finance, taxation, planning, business organisation, etc.) as well as to have exhaustive information on the object of valuation, considered in its current and prospective, operational, financial, and market context.

16. The User acknowledges, agrees and accepts that the mere use of the Digital Products of Salvidio & Partners cannot in any case be considered sufficient in itself for the purpose of any Valuation. The use of the Digital Products may, at most, provide indications of a broad approximation and of a provisional and preliminary nature, which must be verified by diligently investigating the risk and return profile of the object of Valuation. Such in-depth study must be conducted professionally, by an expert in Valuations, who refers to the scientific literature and to the “valuation standards” issued by the relevant organisations and bodies. By way of example, valuation standards are issued by the International Valuation Standard Council (IVSC) or by The Appraisal Foundation (TAF).

17. The User acknowledges, agrees and accepts that Salvidio & Partners reserves the right, at any time and without prior notice, to eliminate, modify or supplement the methods of production, dissemination and contents of the Digital Products.

18. The User acknowledges, agrees and accepts that in the phases of purchase, subscription, consultation of the Digital Products and for the extraction of content from the same, the User is required to provide Salvidio & Partners with certain personal data (e.g. name, email address). Such personal data are stored by Salvidio & Partners in the manner established by law and are not shared with any third party.

19. The User expressly authorises Salvidio & Partners to process his/her personal data, also for the purpose of receiving any communications, if any, relating to the methods of access to and/or consultation of the Digital Products.

20. The User acknowledges, agrees and accepts that Salvidio & Partners carries out the processing of the User’s personal data in compliance with the applicable legal regulations, Ascanio Salvidio being responsible for said processing.

21. The User acknowledges, agrees and accepts that it is his/her right to request, at any time, the deletion of his/her personal data by addressing a specific request to info@salvidio.com. However, he/she shall not be entitled to obtain a refund of the price paid for purchasing and/or subscribing to and/or consulting the Digital Products.

22. The User acknowledges, agrees and accepts that Salvidio & Partners reserves the right to entrust the management of the Digital Products to one or more third party distributors, who may, therefore, take over from Salvidio & Partners in the collection of the price for the purchase and/or subscription and/or consultation of the Digital Products, issuing receipts and/or invoices to the User.

23. The User acknowledges, agrees and accepts that Salvidio & Partners does not exercise any control over the methods of distribution of the Digital Products which may be entrusted to said third party distributors and that, therefore, it is the latter who shall be liable to the User for any errors in issuing receipts and/or invoices to the User and/or supplying the Digital Products. That, therefore, the User, in the event of payments to third parties, other than Salvidio & Partners, for the purchase, or for the subscription or consultation of the Digital Products is obliged to inform himself/herself of the terms and conditions of the service offered by said third parties and to contact them in the event of the need for assistance, holding Salvidio & Partners completely harmless from any charge or cost deriving from inefficiencies and errors attributable to said third parties.

24. The User acknowledges, agrees and accepts that the applicable law in the event of any dispute or litigation between Salvidio & Partners and the User of the Digital Products, which is inherent to the purchase, subscription, consultation, partial or complete reproduction of said Digital Products, as well as any use of said Digital Products and/or their contents is that of the Italian Republic.

25. The User acknowledges, agrees and accepts that in the event of any dispute or litigation between Salvidio & Partners and the User of the Digital Products, which is inherent to the purchase, subscription, consultation, partial or complete reproduction of said Digital Products, as well as any use of said Digital Products and/or their contents, the competent court of jurisdiction is exclusively that of Castrovillari (CS) in Italy.