NON-EXCLUSIVE SOFTWARE LICENSE FOR THE “YUMGO” APP
TERMS AND CONDITIONS OF USE

By accepting this Agreement, the Manager agrees to all the conditions set forth below in order to use the APP and its features.

INTRODUCTION

This Agreement governs the terms and conditions of the non-exclusive license to use the “YUMGO” APP software, trademark, and logo, between Yumgo Srl – hereinafter referred to as the 'Licensor' – and the Manager. YUMGO SRL, represented by its legal representative pro tempore, with its registered office in Milan at Piazza Gae Aulenti, 1, Tower B, Tax Code and VAT No. 13183170961, operates in the digitalization sector for the restaurant industry and owns the APP software, trademark, and logo subject to this license agreement. The licensed APP allows restaurants, bars, and venues to offer a digitalized menu. The Manager does not acquire economic exploitation rights over the software, trademark, and logo but only obtains a non-exclusive right to use the APP under the conditions set forth in this Agreement.

1. OBJECT OF THE NON-EXCLUSIVE LICENSE

  1. The purpose of this agreement is the licensing of the APP, its trademark, and logo, under the terms and conditions described below. The license grants the Manager the right to use the APP.
  2. The trademark and logo belong to the Licensor, and the APP is protected by copyright law. Any violation is sanctioned and prosecuted, including criminally, under the applicable legislation.
  3. The Manager may not modify, alter, correct, rectify, tamper with, or reverse engineer the licensed software.
  4. The Manager may not publish, duplicate, rent, lease, lend, sublicense, transfer, resell, redistribute, or otherwise exploit the APP software, trademark, or logo for the benefit of third parties. The Manager may only use the software, trademark, and logo in compliance with this agreement and may not decompile, disassemble, or circumvent technical restrictions of the software.
  5. The license does not grant the Manager the right or ability to obtain the software in source code format under any circumstances.

2. DESCRIPTION OF THE APP

The YUMGO solution consists of an APP available for both iOS and Android devices. The Manager is the individual who agrees to these Terms and Conditions and uses the APP to digitalize their store’s menu. The platform provides a comprehensive system, including a digital menu, ordering solutions, and payment systems, allowing customers to order and pay independently from their smartphones.

Support

A support service is available via WhatsApp at +39 3514000890 and/or via email at info@yumgo.it.

3. AGREEMENT CONCLUSION AND ACCOUNT CREATION

Once the Manager downloads the APP from the Store, they must:

  1. Declare that they have read and accept all parts of these Terms and Conditions.
  2. Declare that they have read the privacy policy in accordance with Article 13 of European Regulation No. 2016/679 (GDPR), Legislative Decree 196/2003 and its amendments, and Legislative Decree 101 of 2018.
  3. Give consent to the processing of special categories of data.
  4. Transaction Management: We provide full support for any doubts or issues related to transactions.

These declarations must be confirmed by checking the corresponding checkbox. Once this process is completed, the Manager can create their account using an ID (email) and PASSWORD. The Agreement is considered concluded at the time and place when the Licensor becomes aware of the Manager’s acceptance according to the procedure outlined above.

4. MANAGER'S OBLIGATIONS AND RESPONSIBILITIES

  1. It is expressly forbidden to enter into the System any information that is obscene, defamatory, vulgar, offensive, or otherwise illegal, or that violates third-party rights.
  2. The Manager acknowledges that any information they enter or transmit through the “YUMGO” APP System using their account is considered legally “signed” by them, assuming full responsibility for the provided information and the accuracy of their business details. The Manager is aware that false declarations may lead to penalties under specific laws. In particular, they agree not to use the service to send communications or engage in activities that may damage or disrupt the service or third parties (individuals or legal entities) or to carry out actions that violate laws or regulations.
  3. The Manager agrees to use the APP in compliance with applicable laws, with due care, diligence, and responsibility, ensuring that all information entered into the System is up-to-date, complete, truthful, and actually usable.
  4. The Manager guarantees full and legitimate ownership and availability of any data, content, images, texts, photos, designs, trademarks, and/or distinctive signs of any kind published in the APP System.
  5. The Manager agrees to indemnify and hold the Licensor harmless from any damages, losses, liabilities, costs, charges, or expenses, including legal fees, arising from any claim, demand, or legal or arbitration action brought against the Licensor by third parties due to any information, data, material, photos, images, trademarks, or signs inserted and distributed through the use or misuse of the APP.

5. MALFUNCTIONS/SERVICE DISRUPTIONS NOT ATTRIBUTABLE

The Licensor cannot be held responsible for:

  1. Delays, malfunctions, and interruptions in service delivery caused by force majeure (including but not limited to: fires, explosions, power outages, earthquakes, floods, storms, strikes, embargoes, labor disputes, acts by civil or military authorities, wars, terrorism – including cyber terrorism – natural disasters, acts or omissions by Internet operators, actions or omissions by public entities – including the approval of laws or regulations or other acts by authorities that impact service delivery), tampering or interventions by the Manager and/or unauthorized third parties;
  2. Any malfunctions caused by the lack of minimum system requirements, incorrect use of the service by the Manager, malfunction of the devices used, or partial or total interruption of the functional service of the 'YUMGO' APP provided by technology partners;
  3. The Licensor is in no way responsible for financial losses, direct or indirect damages, including reputational damage, suffered by the Manager and/or third parties as a consequence of proper or improper use of the APP.
  4. Temporary Service Interruption. The Service may be temporarily interrupted due to supervening impossibility caused by force majeure and/or unforeseeable circumstances, not dependent on the Licensor; or it may be temporarily suspended for maintenance/updates, with appropriate prior notice.

6. LICENSE DURATION AND MODIFICATION/TERMINATION EVENTS

This License is valid from the date of the Manager’s account creation and may be terminated at the Manager’s discretion or suspended by the Licensor in the following cases:

  1. Account Deletion
    The Manager may withdraw from this Agreement at any time by deleting their account through the functionality available in the APP under the Settings section.
  2. Harmful Content – Account Suspension
    If the Licensor, either upon report or independently, identifies the insertion of inappropriate content that is even potentially harmful as specified in Section 4, it reserves the right to suspend the account of the Manager and/or organization responsible for the insertion and to obscure the harmful content.

7. CONTRACT ASSIGNMENT

  1. The Licensor reserves the right to assign this contract to third parties. In the event of an assignment, this contract will be transferred to the new owner, who will assume all rights, obligations, and responsibilities derived from it.
  2. By accepting these terms, the Manager gives prior consent to the contract assignment under Article 1407 of the Italian Civil Code.

8. PUBLICATION ON THE WEBSITE WWW.YUMGO.IT

By accepting these terms, the Manager agrees that the Licensor, at its sole discretion, may list them on the website https://www.yumgo.it/ among the entities using the APP covered by this license. The listing will include the name and location of the organization, excluding any data related to individuals.

9. PERSONAL DATA PROTECTION

The Parties to this Agreement commit to processing data in full compliance with the letter and principles of EU Regulation 2016/679. For further details, please refer to the privacy policy provided under Article 13 of EU Regulation 2016/679, available at https://www.yumgo.it/privacy-policy and during the registration process.

10. APPLICABLE LAW

This contract is governed by Italian law.

11. INTERPRETATION DISPUTES – APPLICABLE LANGUAGE

This contract is drafted in Italian, and in the event of any interpretative disputes arising from its translation into another language, the Italian version shall prevail.

12. JURISDICTION

Any dispute between the Licensor and the Manager shall be subject to the exclusive jurisdiction of the Court of Milan.

13. MISCELLANEOUS

These terms and conditions of use are also available on the website www.yumgo.it and are updated as of 01/11/2024; any future modifications will be communicated via email to allow the Manager to evaluate acceptance or opt to delete their account.

Updates are also available on the application’s website www.yumgo.it. The Manager does not acquire economic exploitation rights over the software, trademark, or logo, and only obtains a non-exclusive right to use the APP under the conditions set forth in this Agreement.

GENERAL TERMS AND CONDITIONS OF SALE
PAID SERVICES FROM THE YUMGO APP

1. Introduction and Scope

This document exclusively governs the terms and conditions of sale for paid services on the YUMGO APP; therefore, the terms of use already accepted by the operator remain valid and effective between the Parties and can always be consulted through the APP itself. Reference is made to these terms for anything not covered here. These general conditions regulate the sales agreements (hereinafter referred to as 'Contracts') for the services described in this document and marketed on the website www.yumgo.it, between the company Yumgo Srl, headquartered in Milan, Piazza Gae Aulenti, 1, Torre B, C.F. and VAT number 13183170961, represented by its legal representative pro tempore, hereinafter referred to as the 'Seller', and the recognized/non-recognized legal entity, management entity, association, of private and/or public nature – represented by its legal representative pro tempore, or the natural person acting to achieve its objectives, hereinafter referred to as the 'Buyer' or 'Operator Buye'. Contracts are concluded via electronic communications, following the Buyer's access to the APP. Purchasing the service through online telematic procedures implies full acceptance of these conditions, which apply exclusively if the negotiation between the Parties takes place electronically through the APP. The 'Buyer' declares to have already read and accepted the general terms of use of the APP, which are to be considered fully incorporated herein, and declares to have carefully reviewed these general terms and conditions of sale before proceeding with the purchase.

Seller's contact details: Yumgo S.r.l., headquartered in Milan, Piazza Gae Aulenti, 1, Torre B, C.F. and VAT number 13183170961; Tel.: +393514000890; email: info@yumgo.it.

2. Services for Sale

As described in Article 2 of the general terms of use of the APP, referenced above, the YUMGO solution consists of an APP available for both iOS and Android devices. The platform offers a complete system that includes a digital menu, ordering solutions, and payment systems, allowing customers to order and pay independently from their smartphones. The paid services of the YUMGO APP are specifically described on the dedicated page on the website https://www.yumgo.it/terms. The services can be accessed by users who have downloaded the YUMGO APP onto their devices – smartphone or tablet.

3. Service Costs

The service package for sale includes a fixed percentage on the prices listed in the digital menu or a different percentage agreed upon individually. All indicated prices are exclusive of VAT at the applicable rate.

4. Billing Period

Billing is monthly and occurs at the end of the reference month. The date and time for monthly billing are set at the beginning of the twenty-eighth day of each calendar month; the invoice refers to the period from the day following the invoice issuance date to the 28th day of the following calendar month. The fee for using the service covered by these terms of sale is therefore automatic and is paid in real-time to Yumgo Srl through the service https://www.stripe.com.

5. Cost Review - Right of Withdrawal

The cost of services may be unilaterally modified by the Seller, and the modification will be immediately published on the APP and communicated, as prior notice, to the Buyer Manager at the email address indicated in the registration profile. The cost revision will not take effect for the Buyer until 30 days have passed from the prior notice communication. The Buyer who does not intend to accept the cost variation may withdraw according to the provisions of the following point no. 6.

6. Contract Duration - Withdrawal

The contract is of indefinite duration and is valid from the moment the purchase procedure on the App is successfully completed. Each party may withdraw from the contract as specified below:

  1. The Seller may withdraw by sending the relevant communication to the other party with 15 days' notice. Additionally, the Seller has the right to block the account as provided in Article 6, letter b) of the general terms of use of the license, which is hereby expressly referred to.
  2. The Buyer Manager may withdraw simply by deleting the account as provided in Article 6, letter a) of the general terms of use of the license already mentioned.
  3. Withdrawal does not entitle the Buyer to refunds for amounts already paid.

7. Right of Withdrawal under Article 52 of the Consumer Code - Exclusion

The sales contracts covered by these terms fall outside the scope of consumer regulations since the Buyer does not qualify as a consumer; therefore, the right of withdrawal under Article 52 of the Consumer Code does not apply.

8. Service Purchase Method

The purchase is made exclusively through the online purchase procedures available on the APP and only after reviewing and accepting these general terms of sale. Additional order transmission methods will not be considered. The Buyer will upload the relevant products to their profile, and at the time of purchase by the end consumer, the Seller will send an email directly to the end consumer to finalize the purchase. The Buyer will receive the corresponding payment, net of Yumgo's commission, which is processed through the aforementioned Stripe platform.

9. Conclusion of the Contract

The contract is considered concluded at the time and place where the Seller becomes aware of the purchase made on the APP according to the procedure outlined above, which occurs when the corresponding amount is received, net of the amount due to the Seller via the Stripe system.

10. Validity and Effectiveness of These General Terms of Sale

The conditions contained in this document are updated as of November 1, 2024, and may be modified without prior notice, becoming effective from the date of publication on the website https://www.yumgo.it and the APP.