PENGUINPASS TERMS AND CONDITIONS

This document sets out the Terms and Conditions under which users are offered the use of the website www.penguinpass.it (and any related subdomains) which provides customized and digitalized event management services.

1. DEFINITIONS

For the purpose of interpretive clarity, the meanings of the main definitions in this document are specified below:

• Apps: mobile applications distributed under the names “Penguinpass Guest Events”, “Penguinpass Check-In”
• Event: a free or paid event, exempt from SIAE, created on the Penguinpass platform with a date and times that cannot be modified after Event Activation unless expressly authorized by the Owner;
• Platform: refers to the site designed for the creation and management of Events;
• Product: the combination of Platform, Apps and services provided to the User by the Owner;
• Owner/Penguinpass: Penguinpass S.r.l. with registered office at via Winckelman 1, 20154, VAT number 08866100962, PEC address penguinpass@pec.it;
• Consumer User: a user of the “Penguinpass Guest Events” App.
• Guest User: name and associated data entered in the list by the Organizer User.
• Organizer User: a user of the Platform and the “Penguinpass Check-In” App
• User: an adult natural person or generic legal entity using the Product, regardless of their nature as Consumer User or Organizer User;
• Activation: non-reversible enablement for the use of the system for sending email marketing campaigns related to a single Event entity.
• Pay per event: Event created on the Platform by the Organizer User with check-in operations valid for 24 hours from the event date and use of a single Activation.
• Annual Events: Unlimited Events created on the Platform by the Organizer User over a 12-month period.
• Communications: any message sent by the Organizer User to the Guest User via email, SMS, WhatsApp through the Platform.

2. PURPOSE

These Terms and Conditions and the privacy policy constitute the entire agreement and govern the relationship between Penguinpass and the User comprehensively. Penguinpass reserves the right to provide special conditions in relation to the provision of additional specific services. In the latter case, these Terms and Conditions shall apply where not derogated by the special conditions of such specific services.

By accessing the Penguinpass platform or using the services offered by Penguinpass, you agree to be subject to the terms specified in this document. The services offered by Penguinpass are not available to persons/individuals who cannot legally agree to these Terms and Conditions.

3. SERVICES

3.1 Users may use the following Services offered by Penguinpass, subject to compliance with the obligations set out in clause 5 of these Terms and Conditions:

• Pay per Event (Basic, Plus, Professional)
• Annual Events (Basic, Plus, Professional, Enterprise)
• Custom Guest APP

3.2 For further information regarding the different features of the services listed above, please visit www.penguinpass.it.

3.3 Penguinpass reserves the right to modify the Services from time to time and to add, remove or modify features and/or functionalities thereof. In the event that any change to the Services results in changes to the prices thereof, Penguinpass will communicate such changes to Users, who will have a period of thirty (30) days to communicate their cancellation, without additional costs, by sending an email to the following email address: info@penguinpass.it. In the absence of such communication, the above changes shall be deemed accepted.

4. LANGUAGE

These Terms and Conditions are drafted in Italian. Penguinpass reserves the right to translate them and the privacy policy and any other rules and/or operating procedures subsequently published on the site into other languages, for the benefit of User accessibility. In case of conflict in the interpretation of contractual clauses or the content of any document published on the site, the version drafted in Italian shall prevail.

5. USER OBLIGATIONS

5.1 Registration on the Site represents the Users’ consent to these Terms and Conditions and the commitment to comply with them.

5.2 Users also undertake to pay the price provided for the Services chosen through the payment methods allowed on the Site or with the payment methods agreed from time to time, and to comply with the obligations listed below.

5.3 The User shall:

• Provide truthful and complete information about themselves, as required by the registration form accessible online on the Site;
• diligently safeguard the password used to access their account, for the security and secrecy of which the User is solely responsible. If the User suspects that unauthorized access to their account has been made by third parties, the User is requested to immediately contact Penguinpass at the email address info@penguinpass.it and to change their password as soon as possible. Penguinpass assumes no responsibility for any damage resulting from the User’s failure to diligently safeguard the password and account;
• not transmit or induce others to transmit, upload, or otherwise make available through the Site content (i) that is unlawful, defamatory, or harmful to the privacy of others or other third-party rights; (ii) that is false, inaccurate or otherwise misleading or otherwise harmful to Consumer rights; or (iii) that constitutes a violation of patents, trademarks, trade secrets, copyright or other intellectual property rights of third parties;
• use the Services in accordance with applicable regulations;
• not transmit, upload, or otherwise make available viruses, advertising messages, unsolicited or unauthorized promotional materials, including any form of spam;
• have obtained from each and all contacts entered on the platform consent to the sending of communications by the User through Penguinpass, as well as all consents and authorizations required by the law applicable from time to time in the relevant countries;
• not make changes or otherwise alter the Services and not damage the integrity thereof in any way;
• not use the services in a manner other than that for which they were intended;
• except where expressly permitted, not rent, lend, resell, sublicense or otherwise distribute the Services; not use the Services to provide or operate marketing, training and outsourcing or consulting services, or to develop a product that competes with the Services; not allow third parties access to or use of the Services, except with written authorization from Penguinpass.

5.4 The Organizer User is and will be fully responsible for the processing of personal data of Consumer Users and Guest Users invited to Events, as well as with respect to any information, material, advertising, image or other content transmitted through the Services before, during and after the Events themselves.

5.5 Penguinpass may restrict, suspend or close the account of any User who abuses or misuses the Services. The closure of an account on Penguinpass will result in the loss of access to the Services.

6. ADDITIONAL SERVICES

6.1 Penguinpass may, upon request, and for a price that it may establish from time to time at its sole discretion, provide additional services to the User, beyond the functionality of the Site, including, but not limited to, the rental of Tablets or other check-in terminals and other equipment, the provision of consultants and personnel to assist the User on the date of their event and the provision of dedicated account management services, Product customizations and/or specific integrations.

6.2 All additional services, whether provided before, during or after the User’s event, will be considered part of the Services and subject to all the terms and conditions of these Terms and Conditions where not expressly derogated by the specific contracts relating to such additional services that will be finalized from time to time.

6.3 SERVICES. Penguinpass makes services available to its customers, as specified in this document, and updates to the services that will be released by Penguinpass periodically. Penguinpass reserves the right to modify or discontinue the services offered at its discretion, sometimes even without notice.

6.4 USE OF SERVICES AND USER RESPONSIBILITY. The customer may use the services offered by Penguinpass only in accordance with what is specified in this agreement. The customer is solely responsible for the use by themselves and their users/guests of the services offered by Penguinpass and must ensure that the use by themselves and their guests/users of the services complies with legislative regulations, especially those relating to video recordings, intellectual property and privacy. The use of the services is void/revoked when prohibited by law.

Content. The customer is entirely responsible for the content of their Landing Pages and the content transmitted or shared by themselves or their guests during the use of the services offered by Penguinpass. With this agreement, the customer undertakes to ensure that all such content is appropriate and complies with current regulations, and in case of sharing content concerning third parties, the customer will first obtain the consent of the third party in question. The customer warrants that they have the rights to the materials they will use or share using the services offered by Penguinpass. Penguinpass will in no case be responsible for (a) Content that is transmitted or displayed during the use of the services (b) Errors or omissions in the content, (c) losses or damages of any kind incurred during access to, use of or denied access to content. Although Penguinpass is not responsible for any content, Penguinpass may delete any content, at any time and without notice to the customer if any content violates any of the clauses of this agreement or any law. The customer retains the copyright and any other rights to the content they transmit or publish through the use of the services.

Recordings. The customer is responsible for compliance with all laws regarding (video) recording. The customer has the ability to record meetings and calls made using the Virtual Room, Webinar and other Penguinpass services. By using the services, the customer and users consent to the storage of any recordings within the Penguinpass system. Users receive a notification when the recording function is enabled. If a user does not consent to recording, they may choose to leave the call or Webinar.

Prohibited Use. The customer agrees that they will not use, and will not allow their users to use the services to: (i) modify, disassemble, decode, prepare derivative products, reverse engineer or any practice that attempts to access and recreate the original code of the services offered; (ii) uses that, knowingly or negligently, abuse, interfere with, or disrupt the operation of the Penguinpass network, the customer’s account or the services; (iii) illegal, fraudulent, false or misleading activities; (iv) transmit material that violates the intellectual property rights of third parties; (v) create products or services that compete with those offered by Penguinpass, or to copy functions or graphic elements of the service (vi) use the services to communicate any message that may be offensive, obscene, threatening, discriminatory, that violates the intellectual property rights of a third party, that incites any act of violence or that is in any other way illegal. (vii) upload or transmit any software, content or code with the intention of causing damage, disabling, destroying or negatively impacting the performance of the services or that wants to damage or extract information from hardware, software or networks of Penguinpass or other users of the services; (viii) use the services in violation of any Penguinpass regulation or policy, or in violation of applicable laws, including but not limited to anti-spam laws, privacy laws and laws governing privacy rights. The customer adheres to these terms and is solely responsible for their own compliance with laws and regulations.

Limitations on Use. The customer may not reproduce, resell or distribute the Services, statistics and data generated by the services for any purpose except with specific consent from Penguinpass through a written agreement. The customer may not offer or enable the use of services purchased by themselves to others, use the services to develop and sell services substantially similar to those offered by Penguinpass.

6.5 RESPONSIBILITY FOR END USERS. The customer is responsible for the activities of all users who access or use the services through their account, and is aware that it is their responsibility to ensure that all users use the services offered by Penguinpass in accordance with the terms of this agreement. If the customer becomes aware of improper use of the services by any of the users, they are requested to contact Penguinpass at info@penguinpass.it. Penguinpass will investigate alleged violations and complaints, reserving the right to choose what measures to take for each case, such as removal of content, warnings or removal of the customer’s account. Under no circumstances will Penguinpass be liable for data or content displayed or transmitted by customers or users through the services, including, but not limited to, any loss or damage caused through the use of the services.

6.6 PENGUINPASS OBLIGATIONS FOR CONTENT. Penguinpass will maintain an adequate level of physical and technical security to prevent unauthorized access or disclosure of content, according to industry standards. Penguinpass will notify the customer if it becomes aware of unauthorized access to content. Penguinpass will not access, view or process the content of its customers except (a) as specified in this agreement and in the privacy policies; (b) if authorized by the customer; (c) if required to maintain its obligations contained in this agreement; or (d) if required by law. Penguinpass has no other obligations regarding content.

6.7 ELIGIBILITY. The customer affirms that they are at least 18 years of age and are alternatively fully able to understand and accept the terms, conditions, statements, representations and warranties presented in this agreement. Penguinpass will have the right to terminate access to its services if it has a valid reason to believe that the customer is not 18 years old or is otherwise ineligible.

6.8 NO HIGH-RISK USES. The services are not designed or licensed for use in high-risk environments that require high security measures, including but not limited to aircraft navigation systems, air traffic control, life support or weapons systems. The services must not be used in any high-risk environment.

6.9 INJUNCTIVE RELIEF. The customer is aware that any use of the services that goes against what is stated in this agreement, or any transfer, copy or disclosure of technical information or materials related to the services could cause irreparable damage to Penguinpass, its affiliates, suppliers and any other individual or company authorized by Penguinpass to resell, distribute or promote the services (“Resellers”), and in such circumstances Penguinpass, its affiliates, suppliers and resellers have the right to adequate compensation, including but not limited to preliminary or permanent injunctive relief.

6.10 NO WARRANTY. The customer understands and accepts that the services are made available “as is” and Penguinpass, its affiliates, suppliers and resellers disclaim any type of warranty, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose. Penguinpass, its affiliates, suppliers and resellers do not offer any warranty on the results that can be obtained through the use of the services, on the accuracy or reliability of information obtained through the services or that the services can meet the needs of any user. The use of the services is at the sole risk of customers and users. Any material, content or data obtained or downloaded through the services is at the user’s risk and discretion. The customer will be solely responsible for the risks arising from the use of the services. Penguinpass assumes no responsibility for the storage of user information or communication between users. Penguinpass cannot guarantee and does not promise any specific result that derives from the use of the services. Use is at the customer’s own risk.

6.11 PRIVACY AND OTHER POLICIES. The use of the services is also governed by the Penguinpass privacy policies, the link to the document is available in the footer of the Penguinpass web page (www.penguinpass.it). Furthermore, the customer is aware and accepts to be contacted by Penguinpass, via email or other communication tools, regardless of the customer’s subscription to Penguinpass newsletters.

7. LINKS

7.1 The Services may provide, or third parties may provide, links to other websites or Internet resources. Since Penguinpass has no control over such websites and resources, the User acknowledges and agrees that Penguinpass is not responsible for the availability of such websites and resources, and assumes no responsibility and is not liable or obligated for any Content, advertising, product, service or other materials that are on, or available on such websites or resources.

7.2 The User acknowledges and agrees that Penguinpass is not responsible or obligated for any damage or loss caused, or alleged to be caused by or in connection with the use of, or reliance on any such Content, advertising, product, service or other material available on or through any such website or resource.

8. DURATION AND TERMINATION

These Terms and Conditions take effect from the payment of the price for the use of PenguinPass Services and will remain valid for the entire duration of the subscription selected by the User, according to the chosen pricing plan.

Monthly Subscription - BASIC Plan

The BASIC plan subscription has a monthly duration and renews automatically each month.

The User may cancel the automatic renewal at any time, without additional costs or penalties. The cancellation request must be sent via email to info@penguinpass.it. Deactivation will occur at the end of the monthly billing period already paid, without the possibility of refunds for partially used periods.

Annual Subscriptions - PLUS, PRO and ENTERPRISE Plans

Subscriptions to the PLUS, PRO and ENTERPRISE plans have a binding contractual duration of twelve (12) months from the activation date.

During this period:

• the subscription cannot be cancelled early;
• no refunds, either total or partial, of the amounts paid are provided.

At the end of the twelve (12) month period, the subscription will automatically cease, without any tacit renewal. The User may, if desired, subscribe to a new subscription under the economic and contractual conditions in force at that time.

9. WITHDRAWAL

Right of Withdrawal for Consumer Users

Pursuant to applicable regulations on distance contracts, the User acting as a consumer has the right to withdraw from the contract, without any penalty and without obligation to specify the reason, within fourteen (14) days from the conclusion of the contract.

The right of withdrawal must be exercised by sending an explicit communication to the email address info@penguinpass.it.

Penguinpass will refund any payments received without undue delay and in any case within fourteen (14) days from the date on which it was informed of the User’s decision to withdraw from the contract, using the same means of payment used by the User, unless otherwise agreed.

Immediate Execution of the Service and Forfeiture of Withdrawal

If the User has requested immediate activation of the Services during the withdrawal period, they acknowledge that:

• the execution of the Service begins immediately;
• once the provision of the digital Service has begun, the right of withdrawal may lapse, within the limits permitted by applicable regulations;
• in any case, if the withdrawal is validly exercised before the complete execution of the Service, the User will be required to pay an amount proportional to the Services actually provided up to the time of the withdrawal communication.

Professional Users

The right of withdrawal referred to in this article does not apply to Users acting for professional, business or commercial purposes.

10. INTELLECTUAL PROPERTY

10.1 The Site, the Services and the related Software are owned and operated by Penguinpass. All intellectual property rights and titles to the Site, the Services and the related Software are and will remain with Penguinpass and/or its licensors.

10.2 With these Terms and Conditions, Penguinpass grants Users the non-exclusive and non-transferable right to use the Software limited to the Users’ use of the Services. The User will have no right to modify, adapt, or convert the Software or create derivative works from the Software, except as necessary to configure the Software through menus, options and tools provided for such purposes and contained in the Services themselves. Except as permitted under applicable law, any reverse engineering activity and any other extraction of the Software source code is prohibited. If the User wishes to exercise reverse engineering rights to ensure interoperability in accordance with applicable law, the User must inform Penguinpass in writing and allow Penguinpass, at its discretion, to make an offer to provide the information and assistance for a consideration that will be mutually agreed between the parties.

10.3 The name “Penguinpass”, the domain name penguinpass.co.it .us .de .es .co.uk, the trademarks, logos and other distinctive signs used in relation to the Services are the property of Penguinpass or its licensors or successors in title. Penguinpass allows the User to use such trademarks, logos and other distinctive signs that include the word “Penguinpass” exclusively to refer to the User’s use of Penguinpass Services in accordance with these Terms and Conditions. Any use of the name “Penguinpass”, the related trademarks, logos and other distinctive signs other than and in addition to that provided for in this clause must be expressly authorized in writing by Penguinpass.

10.4 Users are the sole owners of all data, material, information provided to Penguinpass in relation to the use of the Services. Users are responsible for all content provided to Penguinpass and all activities related to their account. The processing of such content by Penguinpass is carried out on behalf of the User.

10.5 Penguinpass will process personal data provided by Users only for the purpose of providing the planned Services. Penguinpass will not use personal data provided by Users for any other purpose.

Users’ personal data will be used by Penguinpass in accordance with their instructions (including any applicable terms in contracts and in the use of service features), and as required by applicable laws. Users’ Personal Data includes data communicated by them through the use of forms on the site.

The User declares to be aware of the type of data that can be collected and stored in accordance with current regulations on the processing of personal data through online platforms and in particular Penguinpass and indemnifies the Owner from improper use of customizable registration forms that can be created independently on the Platform itself.

The purpose of data processing is to provide Users with the Services, as described in the preceding paragraphs, and to facilitate their navigation on the Site.

The personal data provided to us is used to:

• Process the data for the purpose of providing the Services
• Enable us to provide Users with the Services and information offered through the Site and requested by them;
• Analyze the use of the Site and the people who visit the Site in order to improve our content and services, including research on the demographics of our Users;
• Facilitate navigation on the Site;
• Send useful information or information that has been requested by Users following the organized Events;

Each of this data can be permanently deleted at any time from our servers located in European territory.

11. LIMITATION OF LIABILITY

11.1 Penguinpass does not guarantee that the operation of the Site or the Services will be uninterrupted or error-free.

11.2 The User expressly acknowledges that Penguinpass is not responsible for the actions, content and data of Users or third parties, and the User undertakes to indemnify Penguinpass, its affiliates, its directors, employees and agents from any claim, complaint, request for damages related to content, actions, information or data of third parties.

11.3 The Owner cannot in any way be held responsible for the consequences arising from the violation, by Users, of the obligations referred to in section 5 above, including the violation, by Users, of the regulations applicable to the processing of personal data of participants, registrants and invitees to Events (including the obligations of information and consent to the processing of such data), with respect to which Users are Data Controllers. The User undertakes to indemnify the Owner from any and all liability arising from the violation, by the User themselves, of these Terms and Conditions, including any violation of the regulations applicable to the processing of personal data of participants, registrants and invitees to Events.

11.4 Penguinpass does not create or organize Events. Therefore, any form of direct or indirect liability that may arise from the organization of or participation in Events shall be understood to be the sole responsibility of the organizers or participants in the Events.

11.5 Nothing in these Terms and Conditions implies in any way that Penguinpass is obliged or can be considered bound to carry out preventive surveillance activities on the information it stores and transmits, nor to actively search for facts or circumstances indicating the presence of legally or contractually illegal activities. The rights and powers recognized to Penguinpass under applicable EU and national legislation are in any case reserved.

11.6 The User acknowledges that Penguinpass does not control the Content provided or made available by the Organizer User or by third parties in relation to the Services, but that Penguinpass and its agents will have the right (but not the obligation) at their sole discretion to (i) monitor, alter, modify or remove any User Content, in whole or in part and/or (ii) cancel and terminate the User’s right to use the Services at any time (with or without notice) for any or no reason.

11.7 The User acknowledges and agrees that Penguinpass may retain the User’s Content and may also disclose it for any reason, including, but not limited to, if required by law or in the good faith belief that such retention or disclosure is reasonably necessary to: (a) comply with legal proceedings; (b) enforce these Terms and Conditions; (c) respond to claims that any User Content violates the rights of third parties; and/or (d) protect the rights, property or personal safety of Penguinpass, its users and/or the public.

11.8 The User acknowledges and agrees that Penguinpass and all components of the platform were not created for use in medical and/or safety contexts, including in relation to the COVID-2019 pandemic. Use in such areas is entirely at the customer’s risk, who indemnifies Penguinpass s.r.l. from any liability in case of data damage, improper use of the platform and/or data loss.

12. GENERAL CLAUSES

12.1 Applicable Law and Jurisdiction. These Terms and Conditions are governed by Italian law and must be interpreted in accordance with Italian laws, excluding any applicable rules of private international law. Any dispute arising from the interpretation, validity or execution of these Terms and Conditions or in any case related to or arising from them that may arise between Penguinpass and Users, shall be subject to the exclusive and mandatory jurisdiction of the Court of Milan.

12.2 Extrajudicial Dispute Resolution. Users have the right to promote extrajudicial resolution of disputes relating to the consumer relationship where provided for by the applicable legislation from time to time.

12.3 Additions and Modifications. These Terms and Conditions constitute the entire agreement between the parties and replace any previous or contemporaneous condition, agreement or declaration, whether verbal or written, relating to the subject matter thereof. Penguinpass expressly reserves the right to modify or supplement these Terms and Conditions, and any modifications or additions thereto will be published on the Site. Users will be bound to comply with such modifications or additions following their publication on the Site, subject to the right to terminate the contract with Penguinpass with thirty (30) days’ notice to be sent via email to the following email address: info@penguinpass.it. In the absence of such communication, the modifications to these Terms and Conditions shall be deemed accepted.

12.4 These Terms and Conditions and any right and obligation provided for therein or arising therefrom may not be assigned by Users without the prior written consent of Penguinpass.

12.5 If any provision of these Terms and Conditions is declared illegal, null, or ineffective, such provision shall be modified so as to make it effective or otherwise eliminated, and shall not affect the validity and effectiveness of the remaining provisions.

12.6 For any information and assistance regarding the Services or the use of the Site, the User is invited to contact Penguinpass at the following email address: info@penguinpass.it.

Last updated: February 2, 2026