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Uyolo Srl

Uyolo Terms and Conditions

Welcome to our platform provided by Uyolo S.r.l. (also referred to as “we”, “our”, etc.).

These terms and conditions of use (hereinafter, “Terms”) govern user (hereinafter, “User(s)”) access to and use of the SaaS platform and related services, as well as the mobile application (“UyoloAPP”) and the website https://www.uyolo.io/ and any of its subdomains (hereinafter, collectively, “Uyolo”).

By using Uyolo, you agree to be legally bound by these Terms.

If you do not agree with these Terms, please do not use Uyolo.

Proper and responsible use of the tools provided is essential to ensure a safe, efficient, and legally compliant service.

We therefore invite you to read this document carefully, which outlines mutual rights, obligations, and limitations.

Services Available on Uyolo

Uyolo is an innovative solution designed to offer advanced digital tools for your ESG journey. Through its SaaS platform, Uyolo provides a suite of digital features to simplify and automate your company’s ESG compliance tasks.

With the UyoloAPP, Users can monitor, participate in, and promote ESG progress of companies and non-profits, including making donations (“Services”)

Applicability of the Terms

Unless otherwise stated, these Terms apply generally to all Users.

Specific conditions relating to the use of particular features within Uyolo are outlined within this document or in designated sections of the platform.

Registration and User Account

Access to the Services requires creating a User account.

Users agree to provide truthful, accurate, up to date, and complete information and are responsible for safeguarding their login credentials. For company accounts, the User guarantees they are authorized to act on the company’s behalf.

Accounts are personal and non-transferable. Users agree not to share their accounts and to promptly report any unauthorized access or suspicious, illegal, or fraudulent activity.

Acceptance of Terms and Community Guidelines

To use Uyolo’s social features (including posting, commenting, messaging, following, and similar interactions), Users must confirm they have read and accepted these Terms, the Privacy Notice, and the Community Guidelines (see Exhibit A). Uyolo records, for evidentiary purposes, the user ID, date/time, and version of the documents accepted. If we make material changes, we may require renewed acceptance before continued use of social features.

Account Suspension or Termination

We reserve the right to suspend or terminate any account, at our sole discretion and without notice, if its use is deemed inappropriate, offensive, or in violation of these Terms or applicable laws.

No refund or compensation is due in the event of suspension or termination.

If the suspension or termination is due to User misconduct, the User remains liable for any amounts due for services already provided and may be held responsible for damages.

Without prejudice to the foregoing, Uyolo will review reports and take appropriate action within 24 (twenty-four) hours, including removing reported content and ejecting the responsible user for serious or repeated violations, at Uyolo’s reasonable discretion and in compliance with applicable regulations.

Third-party services

Through Uyolo, Users may access services or resources from third parties. 

Users acknowledge and accept that Uyolo does not control such services or content and is not responsible for their availability, accuracy, or reliability.

The use of such resources is governed by the third-party providers’ terms where available or by the laws and regulations.

Permitted and Prohibited uses of Uyolo

Uyolo and the Services offered through it may only be used for the purposes for which they are provided, in accordance with these Terms and applicable law.

It is the sole responsibility of the User to ensure that the use of Uyolo and/or the Service does not violate the law, regulations, or the rights of third parties.

Therefore, we reserve the right to take any appropriate measures to protect our rights and interests, including denying the User access to Uyolo or the Service, terminating contracts, and reporting any objectionable activity carried out through Uyolo or the Service to the competent authorities whenever there is a suspicion that the User is violating laws, regulations, third-party rights, and/or the Terms.

In particular, it is expressly forbidden to use Uyolo for, including but not limited to:

  • Illegal activities → this refers to using Uyolo for purposes contrary to law or regulations;
  • Security breaches → probing or violating our systems is prohibited;
  • Unauthorized access → it is strictly forbidden to access other people's accounts or networks or to breach such accounts or networks;
  • Distribution of malware → uploading or spreading malicious code or other harmful software is prohibited;
  • Spam and phishing → sending unsolicited or misleading communications is prohibited;
  • Misuse and system overload → any improper use of Uyolo's resources is prohibited, regardless of whether it causes an overload of the IT or network system;
  • Data manipulation → falsifying accounting or contractual information is strictly prohibited;
  • IP violations → uploading content that infringes intellectual property rights of Uyolo or third parties is prohibited;
  • Impersonation → falsely claiming an identity or affiliation with third parties is prohibited. In this regard, we reserve the full right to verify the User's identity;
  • Unauthorized automation → the use of unauthorized bots or scripts is prohibited.

Violation of these rules may result in the suspension or deletion of the User's account and may lead to further legal action to protect our rights or interests before the competent administrative or judicial authorities.

Responsible use of the UyoloAPP social media features

Users are invited to use the social media features of the UyoloAPP exclusively for lawful, relevant purposes and in line with the goals of the application.

It is forbidden to publish content that is:

  • offensive, defamatory, threatening, or incites hatred;
  • discriminatory based on sex, race, ethnicity, religion, sexual orientation, disability, or other protected characteristics;
  • in violation of intellectual property rights, privacy, or other third-party rights;
  • unlawful or encourages illegal activities.

Without prejudice to the prohibitions listed above, each User is fully responsible for the content they publish, the comments they post, and the opinions they express, even anonymously. Uyolo is not responsible for the truthfulness or accuracy of content generated by Users.

We reserve the right to monitor, moderate, and remove content that violates these terms or applicable laws. In cases of serious or repeated violations, the User may be subject to penalties, including suspension or deletion of their account, and reporting to the competent authorities.

 User-Generated Content (UGC) and Moderation

Zero tolerance for objectionable content and abusive users. Uyolo maintains a zero-tolerance policy toward illegal, abusive, or otherwise unacceptable content or conduct. Without limitation, content is prohibited if it is illegal; defamatory; obscene or sexually explicit; exploits or endangers minors; incites hatred or violence; constitutes threats, harassment, bullying, or stalking; promotes terrorism, self-harm, or criminal activity; infringes third-party rights (including privacy and intellectual property); unlawfully discloses others’ personal data; or constitutes spam, deception, or manipulation.

User rights and license. Users retain rights in their UGC and grant Uyolo a non-exclusive, worldwide, royalty-free, revocable license to host, store, transmit, adapt, and display such UGC solely to provide and secure the Services, perform moderation, comply with law, and enforce these Terms.

Content filtering and review. Uyolo uses automated filters and may perform human review to detect and/or limit the spread of potentially violating content. We may prevent publication, reduce visibility, remove content, or temporarily restrict accounts while we review.

Reporting mechanism (“Report”). Each content item and user profile provides an in-app Report function. Reports should include the reason and any helpful details. Abuse of the report tool (e.g., bad-faith or manifestly unfounded reports) is prohibited.

Action within 24 hours. Uyolo will acknowledge, review, and take appropriate action within 24 (twenty-four) hours of receipt of a report, including removal of violating content and, in severe or repeat cases, ejecting the responsible user (suspension or permanent ban).

Blocking mechanism (“Block User”). Users can block other users. Blocking prevents content visibility and interactions (including comments, mentions, direct messages, follows, and notifications) between the blocker and the blocked account. The blocker can lift the block at any time.

Repeat or severe violations. For severe or repeat violations, Uyolo may immediately remove content, suspend or permanently ban accounts, and, where required by law or where there is a concrete safety risk, notify the competent authorities.

Appeals. Users may request a re-review of a moderation decision by contacting Uyolo via the methods indicated in the Contact section, providing relevant context. Re-review does not guarantee restoration of content or accounts.

Use of the paid features

Uyolo's Services are available in a freemium model: access to certain basic features is free, while some advanced features are available exclusively through a paid subscription, either on a monthly or annual basis.

Subscription activation

To access the paid features, the User must select a subscription plan, provide a valid payment method among those available on Uyolo, and complete the purchase process. Access to premium content is granted upon receipt of the payment confirmation email.

Automatic Renewal

Subscriptions are automatically renewed at the end of the selected period, with recurring charges applied to the indicated payment method, unless canceled by the User. The User can manage their subscription and automatic renewal through the features available in their personal account area on the platform.

Right of withdrawal (consumers only)

In accordance with Legislative Decree 206/2005 (“Consumer Code”), the User acting as a consumer has the right to withdraw from the contract within 14 days from the date of subscription activation, without the need to provide any reason and without incurring additional costs, except as follows:

  • The withdrawal must be communicated through an explicit declaration (e.g., via email) to the address indicated by Uyolo.
  • If the User has already started using the premium features before the withdrawal period expires, they may be charged an amount proportional to the services actually used.

In the case of a valid withdrawal, access to paid services will be deactivated and, if applicable, the User will receive a full or partial refund as provided.

Exclusion of Withdrawal Right for Business Users (B2B)

The right of withdrawal mentioned in the previous paragraph does not apply to Users who subscribe to a plan as part of their entrepreneurial, commercial, artisanal, or professional activity, that is, to individuals or entities who do not fall within the definition of “consumer” under Article 3 of the Consumer Code.

Cancellation and Refunds

The User may cancel the subscription at any time through the platform: the service will remain active until the end of the already paid period. Except as provided in the paragraph regarding the right of withdrawal, no refunds are issued for partial or unused service.

Changes to Prices and Services

Uyolo reserves the right to modify, at any time, the prices, content, and conditions of subscription plans, with prior notice to the User within a reasonable timeframe. 

The changes will take effect starting from the next renewal period. If the User doesn’t agree with the changes they are invited to refrain from using Uyolo.

Suspension for Non-Payment

In the event of non-payment, Uyolo may suspend or limit access to paid features until the payment is settled.

Donations

Through the UyoloAPP, Users have the option to make donations to registered non-profit organizations.

Donation Methods

Donations can be made using the payment methods enabled within the UyoloAPP. The User can select a predefined amount or, where available, enter a custom amount.

Nature of Donations

All donations are made as voluntary, irrevocable, and non-refundable gifts and do not entitle the User to any compensation or service from Uyolo.

Allocation of Funds

Uyolo is committed to transferring the collected amounts to the designated beneficiaries, in compliance with principles of transparency, traceability, and social responsibility.

For each donation made through the UyoloAPP, Uyolo retains a fee to cover platform management costs, operational services, and project monitoring.

The amount or percentage of the applied fee will be clearly communicated to the User before the donation is confirmed within the application.

The donated amount, net of the fee, will be allocated to the selected project or beneficiary organization.

Tax Benefits and User Responsibility

The eligibility of donations for tax benefits (e.g., deductions, credits, refunds) depends on the laws in force in the User’s country of tax residence.

Uyolo does not provide tax advice and does not guarantee that donations made are eligible for tax benefits. It is the sole responsibility of the User to verify their eligibility for tax benefits, keep the necessary documentation, and consult a qualified tax advisor.

Receipts and Documentation

At the conclusion of each donation, the User will receive an electronic confirmation through the UyoloAPP. Receipts and the donation history will also be available in the personal account area.

Limitations and Abuse Prevention

Donations may not be made through channels other than those officially provided by Uyolo. We reserve the broadest right to suspend or refuse suspicious, fraudulent, or non-compliant transactions with these Terms or applicable national and international laws.

Software License and other IP rights

All rights related to the software, technology, and other elements integrated into Uyolo are our exclusive property or licensed from third parties.

In compliance with these Terms, we grant Users a limited, revocable, non-exclusive, and non-transferable license to use the software and technologies present on Uyolo, solely to access and use the Service as provided by the platform.

This license does not include the right to access, view, or modify the source code. The technical solutions, algorithms, and processes used are and remain our exclusive property (or that of our licensors, where applicable).

The license is automatically revoked, with immediate effect, in case of account closure, violation of the Terms, or termination of the relationship.

All trademarks — whether word marks or figurative marks — and any other distinctive signs, trade names, service marks, illustrations, images, or logos that appear in connection with Uyolo are and remain our exclusive property or that of our licensors and are protected under the applicable intellectual property laws and international treaties.

Limitation of Liability

Subject to the application of the applicable legal regulations, we shall not be liable for any claims for damages against Uyolo or anyone acting on our behalf, except in cases provided for by law.

This limitation does not apply in the following cases:

  • damage to the person, health, or physical or mental integrity;
  • breach of essential contractual obligations, those strictly necessary to achieve the purpose of the contract;
  • damage caused by intentional misconduct or gross negligence.

Our liability is limited to typical and foreseeable damages based on the type of contract, provided that you have used Uyolo correctly and in compliance with the Terms and the law.

In particular, we are not responsible for:

  • any economic losses or indirect damages, such as loss of earnings, profits, business opportunities, or damage to reputation;
  • damages caused by viruses, malware, or other IT risks related to files downloaded from the site. Users are responsible for adopting adequate security measures, such as antivirus and firewalls, to protect their data and devices.

Limitations of Liability for B2B Users

If you are a User not qualifying as a consumer, and our liability is established, compensation will be limited to the maximum amount you have paid to Uyolo in the last 12 months, or for the entire duration of the agreement if shorter.

Exclusions for Force Majeure

In no event shall we be held liable for damages resulting from interruptions or malfunctions of Uyolo due to force majeure events. These include unforeseen events beyond our control, such as telephone or power line failures, internet outages, strikes, natural disasters, cyberattacks, and issues with third-party suppliers.

Disclaimer of Liability for the Use of Models Generated or Not Generated by AI

The User acknowledges and agrees that the use of models generated by AI, as well as models not generated by AI and made available as part of the Services, is at their own sole risk. We provide no warranties regarding the accuracy, completeness, reliability, or suitability of such models and content for specific purposes. 

It is the User's sole responsibility to assess the suitability of the proposed or generated models for their specific case and to verify that they meet their needs.

Under no circumstances shall we be held liable for direct or indirect damages, including damages to persons, property, or data, arising from the use of the models or content provided, nor for any consequences of decisions made based on them. 

The User also agrees to indemnify and hold harmless Uyolo from any claims or damages resulting from the improper use of AI-generated models or content not generated by AI.

Disclaimer of Liability for Your ESG Compliance

Uyolo provides its SaaS platform to support companies on their sustainability journey, offering tools to understand, measure, improve, and communicate ESG performance. However, the use of the platform does not automatically guarantee the User’s compliance with applicable ESG regulations.

The User acknowledges and agrees that the ultimate responsibility for verifying, implementing, and maintaining ESG compliance rests solely with them. The platform provides supporting tools and resources, which in no case replace legal, fiscal, or specific regulatory advice.

Uyolo shall not be held liable for any penalties, damages, losses, or negative consequences resulting from the User’s failure to comply with ESG regulations or from improper, incomplete, or outdated use of the platform.

The User is required to consult their trusted advisors and independently verify their compliance status.

Indemnification

The User agrees to indemnify and hold harmless Uyolo, its affiliates, employees, partners, and collaborators from any claims or demands made by third parties due to the User’s conduct that violates these Terms, third-party rights, or the law. This indemnification obligation also applies to all actions related to the use of our Service attributable to the User or their collaborators.

Service Interruptions

To provide the best possible service, Uyolo may temporarily suspend the Service for maintenance, updates, or modifications, giving Users prior notice.

Uyolo also reserves the right to suspend or permanently terminate the Service. In the event of termination, we will ensure that Users can recover their personal data and all shared information, respecting legal rights regarding the use of the product and any compensation.

The Service may also be unavailable due to reasons beyond our control, such as technical malfunctions or force majeure events (e.g., power outages or infrastructure failures).

Changes to the Terms

We reserve the right to modify these Terms at any time. In case of substantial changes, we will notify the User via email or Uyolo notifications. 

Continued use of the service implies acceptance of the new Terms.

Governing Law and Jurisdiction

These Terms are governed by Italian law, without prejudice to any mandatory protections applicable to Users qualifying as consumers.

The competent court shall be that of Uyolo’s registered office, except where the consumer’s court jurisdiction applies.

Contact

All communications regarding the use of Uyolo and/or these Terms must be sent to the email tech@uyolo.io.

Abuse and illegal-content reports: You may report objectionable content or abusive behavior via the in-app Report function or by emailing tech@uyolo.io with the content/profile URL or ID, the reason for the report, and any supporting details. Uyolo will acknowledge and triage reports within 24 hours.

Exhibit A – Community Guidelines (Zero Tolerance)

Uyolo is a place to connect, collaborate, and create positive impact. To protect our community, we maintain a zero tolerance policy for harmful behavior. The following activities are strictly prohibited:

  1. Respect and safety: Do not post or engage in hate speech, threats, harassment, bullying, stalking, or the exploitation of minors. Do not post or engage in content that promotes or encourages self-harm, suicide, or eating disorders.

  2. Legality: Do not post or engage in content or activity that violates the law. This includes content related to criminal activity, terrorism, illegal drug use, or other unlawful acts.

  3. Violence & graphic content: Do not post or engage in violent, dangerous, or excessively graphic content intended to shock, glorify, or incite harm.
  4. Sexual content: Do not post or engage in obscene or sexually explicit content. Sexual content involving minors, including sexual exploitation or abuse, is strictly prohibited.

  5. IP & privacy: Only post what you have rights to share; do not disclose others’ personal data without a lawful basis. Do not impersonate individuals, organizations, or Uyolo staff.

  6. Spam & deception: Do not post or engage in spam, phishing, fraud, or metric manipulation. Do not post misinformation that may cause harm to individuals, communities, or society.
  7. Commercial misuse: Do not post or engage in unauthorized promotions, fundraising, or commercial advertising unrelated to Uyolo’s purpose.
  8. Use the tools responsibly: Do not engage in misuse of the Report feature; use it in good faith; use Block to avoid unwanted interactions.
  9. Accessibility & inclusion: Strive to make your content inclusive and accessible to diverse audiences, avoiding slurs and exclusionary language.

  10. Consequences: Uyolo may remove content, limit features, suspend or terminate accounts, and notify authorities when necessary.

For clarity: “post” includes sharing or promoting content on Uyolo; “engage in” refers to conduct via messages, comments, or interactions.