Mnemonica Platform Terms of Use and Connected Services

The Platform is a SaaS (Software as a Service) platform designed and developed by Mnemonica, accessible from the portal mnemonica.io or from the Mnemonica application for mobile devices.

The Platform allows the User to share with other Users — by way of example, via streaming, download and upload — the multimedia content uploaded by Mnemonica's Customers (as defined in paragraph 17), in accordance with and within the limits set out in these Terms of Use. The specific features available from time to time are described in the Platform documentation (support.mnemonica.com) and may be added, modified or removed pursuant to paragraph 27.

The Platform is provided AS IS, in the factual and legal state in which it is found, without any warranty, express or implied, condition and/or indemnity, save as provided in these Terms of Use.

Access to the Platform and use of the connected services is reserved for professional Users — natural persons accessing in the exercise of their own professional or business activity, under applicable law — authorised by Mnemonica through the registration procedures set out below, with the consequence that consumer-protection rules do not apply.

Registration is deemed correctly completed only upon acceptance of these Terms of Use and of Mnemonica's Privacy Notice.

By registering, the User declares that they have read, understood and accepted these Terms of Use, undertaking to comply with the provisions contained therein, and the Privacy Notice. Failing this, the User will not be authorised to access the Platform or to use the connected services.

The registered User acknowledges the merely instrumental nature of the Platform, releasing Mnemonica from any liability connected to the Projects and Contents uploaded thereto, as well as to the communications or conversations between Users, and to the relationships between Users.

In order to register, the User must verify their email address, which also serves as the login username. Access to the Platform is passwordless: the User authenticates, at their choice, by means of a passkey, a single-use sign-in link sent by email (magic link), or sign-in with an external identity "Sign in with Google" or "Sign in with Apple" (OpenID Connect). During registration the User is asked for their first name, last name and a display name and, optionally, a profile picture (avatar). Access via external identities is also subject to the terms and privacy notices of the respective providers (Google, Apple). This registration procedure is the same for every User.

The Platform access methods (passkey, magic link and external identities) are strictly personal and non-transferable to third parties.

Since no passwords are used, there is no password-reset procedure. In the event of loss of access (for example, loss of the device on which the passkey is registered), the User may recover access to their account by means of the other available methods, namely the single-use link (magic link) sent to the verified email address or sign-in with the external identity already associated with the account.

The User must diligently safeguard their access means — in particular the device on which the passkey is registered, the mailbox associated with the verified email address and the credentials of any external identity used — and it is understood that in no case may Mnemonica be held liable in the event of loss, theft, unauthorised use or disclosure by third parties or by the User themselves, on any grounds, of such access means.

The User assumes full responsibility in the event of incomplete, erroneous or untruthful declarations, including those relating to the age required by applicable law in order to access the Contents.

All data traffic to and from the Platform is encrypted via HTTPS/TLS protocol. To provide its services, Mnemonica relies on the cloud infrastructure of Amazon Web Services (AWS), hosted within the European Union area. The processing of Users' personal data, the relevant recipients and the safeguards applicable to any transfers to third countries are described in the Privacy Notice.

Use of the Platform requires the following minimum technical requirements:

• Web Application: an up-to-date browser with JavaScript enabled (for example Google Chrome, Safari, Microsoft Edge or Mozilla Firefox);
• iOS / iPadOS Application: iOS / iPadOS 15.0 or later;
• Android Application: Android 7.1 (API 25) or later.

The updated minimum requirements are in any case indicated on the application listings in the official stores.

Access via passkey requires more recent versions: iOS/iPadOS 16 or later, Android 9 or later and, for web access, an up-to-date operating system and browser supporting WebAuthn/FIDO2 (e.g. macOS 13+, Windows 10+). On devices that do not meet these requirements, the other sign-in methods (magic link and Sign in with Google or Apple) remain available.

Access to the Platform via mobile devices is permitted only through the use of the Mnemonica application, downloadable from the official Apple App Store and Google Play Store.

Mnemonica warns Users against using its Platform on mobile devices on which jailbreak, custom ROM or similar procedures have been performed.

Users access the Platform solely upon registration and, where applicable, by invitation. The account is personal and unique, and all Users have an account of the same nature. The functions and permissions of each User do not derive from a quality of the User themselves, but from their relationships — which may be multiple and simultaneous — with the individual Companies and the individual Projects, as configured within the Platform. The same User may therefore have, at the same time, different roles and permissions in different Companies and Projects, including those referable to different Customers; permissions assigned in a given context do not extend to others.

Solely for the purposes of these Terms, "Customer" means the legal entity that has signed with Mnemonica a separate licence agreement for the use of the Platform (proprietary, non-transferable and non-exclusive), to which reference is made. Each Customer has one or more Companies, within which the Projects are organised. The Projects and their Contents are referable to the Customer holding the licence agreement, who is fully and exclusively responsible for them; authorised Users operate on them on behalf of the Customer, within the limits of the permissions assigned to them, and each User accesses only the Projects and resources to which they are invited or enabled.

The specific types of User and the related access levels, in relation to the Company and the Projects, are described in the Platform documentation available at support.mnemonica.com. Mnemonica is not responsible for the relationships between Users nor for any agreements they may enter into for access to the resources of the Projects.

The User undertakes to use the Platform and its connected services solely for purposes permitted by law and in compliance with these Terms of Use.

The User assumes full responsibility for the Projects and/or content entered into the Platform, and for all operations carried out by them on the Platform (including, by way of example, upload and download operations). Should there be any rights or claims of third parties of any nature whatsoever, the User declares as of now to have regulated the rights with third parties, expressly indemnifying and holding Mnemonica harmless from any and all liability for any damage, claim and/or other consequence of a legal and/or contractual nature arising from any claims or disputes.

The User undertakes to indemnify and hold Mnemonica harmless (as well as any companies controlled by or affiliated with it, its representatives, directors, agents, licensees, partners and employees), from any obligation or liability, including any legal expenses incurred to defend itself in court, that may arise in the face of damage or claims of other Users or third parties, in relation to Projects or content uploaded to the Platform, to the breach of or non-compliance with legal terms or the Terms of Use.

The User acknowledges that the only forms of access permitted to Mnemonica in relation to the Projects and content uploaded to the Platform by Users are those necessary for the functioning and maintenance of the Platform itself and for the provision of the connected services pursuant to these Terms of Use.

Mnemonica and its collaborators, as operators of the Platform, undertake not to interfere in any way in the relationship between Users, without prejudice to the provisions of the law regarding reporting to the Judicial Authority.

Users are not permitted to use the Platform and connected services in ways and for purposes not permitted by law or in a manner differing from what is expressly provided by these Terms of Use. Therefore, by way of example, Users are not permitted to:

• carry out reverse engineering, decompile, disassemble, modify or create derivative works based on the Platform or any portion thereof;
• circumvent the IT systems used by Mnemonica or its licensors to protect the content accessible through the Platform;
• disseminate, copy, store, modify, change or alter in any way the Projects and content present on the Platform without the prior authorisation of the Customer;
• use any robot, spider, site search and/or retrieval application, or any other automatic device, process or means to access, retrieve, scrape or index any portion of the Platform or its content;
• rent, license or sub-license the Platform in whole or in part;
• reproduce, duplicate, copy, sell, resell or exploit the whole or any portion of the Platform and connected services;
• use as a profile picture (avatar) or display name, or upload anywhere else on the Platform, unlawful, obscene, defamatory or offensive content, or content otherwise infringing the rights of third parties, including intellectual and industrial property rights and image rights.

Mnemonica does not carry out any prior or systematic monitoring of display names and profile pictures. Where it becomes aware — in the course of its routine checks or following a report by other Users or third parties — Mnemonica reserves the right to remove, or request the modification of, any display name or profile picture that infringes the foregoing, giving notice thereof to the User, without prejudice to the further powers set out in paragraph 25.

Users may autonomously deactivate their account at any time, through the deletion procedure available in the Platform interface. For technical reasons, account deletion does not entail the physical erasure of the data relating to it, but rather its irreversible anonymisation, so that it can no longer be attributed to the User, without prejudice to the retention obligations provided by law and on the terms set out in the Privacy Notice.

In the event of a breach (or reasonable suspicion of a breach) of these Terms of Use or of legal provisions by the User, Mnemonica reserves the right to suspend or close the User's account at any time and without notice, without any liability for Mnemonica, without prejudice to any rights and/or claims of Mnemonica or third parties against the User arising from the use of the Platform or otherwise.

Mnemonica reserves the right to delete personal accounts that have remained inactive for a period of 2 years; such deletion is carried out in accordance with the terms set out in paragraph 24.

Mnemonica reserves the right to add, modify or remove functions and features of the Platform. In the event of the need for ordinary or extraordinary maintenance, Mnemonica reserves the right to suspend or interrupt, in whole or in part, the provision of services. Mnemonica will do its utmost to minimise disruption.

All trademarks, figurative or word marks, and all other signs, trade names, service marks, word marks, trade denominations, illustrations, images and logos appearing in relation to the Platform are and remain the exclusive property of Mnemonica and are protected by the applicable trademark laws and the relevant international treaties.

The User acknowledges that the Platform is provided AS IS, in the factual and legal state in which it is found, without any warranty, condition and/or indemnity, save as provided in these Terms of Use.

In particular, Mnemonica excludes any implied or express warranty relating to the Platform, including any implied warranty of merchantability or fitness of the services offered for particular uses.

Mnemonica cannot be held liable, nor does it provide any warranty regarding the accuracy, lawfulness, truthfulness, correctness or completeness of the content made available through the Platform, nor in relation to any infringements of the intellectual property rights of Users or third parties.

Access to the Platform and its use, as well as the use of the functions accessible through it, are carried out by the User at their own risk and under their own responsibility.

To the extent permitted by applicable law, any contractual or non-contractual liability of Mnemonica for damage to Users or third parties is excluded, save for wilful misconduct or gross negligence attributable to Mnemonica and solely where the damage or loss constitutes an immediate and direct consequence of Mnemonica's activity.

The User acknowledges and accepts that Mnemonica cannot be held liable for:

• any damage or loss that is not a direct consequence of Mnemonica's breach of these Terms of Use through wilful misconduct or gross negligence;
• any loss of commercial opportunity and any other loss, including indirect loss, that may be suffered by the User (such as, by way of example and not limited to, commercial losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, etc.);
• damage or losses arising from interruptions or malfunctions of the Platform and related services due to events of force majeure and to events beyond the will and outside the sphere of control of Mnemonica, such as, by way of example and not limited to, failures or interruptions of telephone or electrical lines, the internet network and/or other transmission means, unavailability of websites, strikes, natural events, viruses and cyber-attacks, interruptions in the provision of third-party products, services or applications, including suspensions or interruptions attributable to the provider of the cloud infrastructure used by Mnemonica to host and deliver its services;
• improper or unsuitable use of the Platform and services by Users or third parties, or use not compliant with these Terms of Use.

Mnemonica may update these Terms of Use for technical, functional, security or regulatory-compliance reasons. Amendments are published in the reserved area of the Platform and communicated to Users via email message and/or notification. The update takes effect with respect to the User as of the relevant acceptance, requested upon the first access following publication. Absent acceptance, the User will not be able to continue using the Platform and may delete their account pursuant to paragraph 24. Mnemonica gives prior notice of substantial amendments.

In order to register and access the Platform, Users must accept and undertake to observe Mnemonica's Privacy Notice.

Mnemonica sends Users the service communications necessary for the use of the Platform (by way of example: technical notices and "breaking changes", maintenance or interruption notices, security communications and notices on updates to these Terms and to the Privacy Notice). Such communications are an integral part of the service, are independent of any newsletter subscription and are sent to all registered Users for the entire duration of the relationship, ordinarily from the addresses no-reply@mnemonica.com or notice@mnemonica.com.

Save as provided in the Licence Agreement for Customers, all communications from Users to Mnemonica relating to the Platform and connected services must be sent in writing to support@mnemonica.com.

Should any clause of the Terms of Use prove to be null, invalid or ineffective, that clause shall be removed while the remaining clauses shall not be affected thereby and shall remain fully effective.

These Terms of Use are governed by Italian law.

All disputes between the parties concerning the relationships governed by these Terms of Use and any circumstance connected to or dependent on them shall be submitted to Italian jurisdiction and to the exclusive competence of the Court of Rome.

The User declares that they have specifically read, understood and accepted, pursuant to Articles 1341 and 1342 of the Italian Civil Code, the provisions of the following articles of these Terms: Access to the Platform and Services - Registration, User Obligations and Responsibilities, Unauthorised use, Limitation of Liability, Account deletion and closure of User accounts, Modification and Interruption of the Service, Amendments to these Terms, Ineffectiveness and partial invalidity, Applicable law and competent court.