WEBSITE TERMS & CONDITIONS — U.S.

Website Terms and Conditions (U.S. Version)

www.capitaliousa.com

Capitalio Ltd (“Capitalio”, “we”, “our”, “us”) is a private company limited by shares, incorporated in England & Wales (company number 16311642), with its registered office at 71-75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom.

1. About us

Capitalio provides information, coordination, introduction, and buyer-side advisory support in relation to Italian real estate.

Unless expressly agreed in writing, we do not act as your attorney, tax adviser, regulated investment adviser, mortgage lender, escrow holder, title company, or licensed real estate broker in Italy or in the United States. We do not provide legal, tax, securities, or financial advice through this website.

Contact: legal@capitaliousa.com

2. Definitions

In these Terms:

• “Content” means all text, graphics, photographs, videos, listings, tools, and other material on the Site.
• “Introducer” means any person or entity that refers a prospective client to Capitalio or otherwise introduces business to us.
• “Services” means any services we may provide, whether free or paid, including introductions, coordination, and advisory support.
• “Site” means www.capitaliousa.com
and any related pages, subdomains, and services we operate for the U.S. market.
• “Third Party” means any person or entity other than Capitalio, including Italian agents, sellers, lawyers, notaries, surveyors, banks, brokers, and suppliers.
• “You” means any user of the Site, including a prospective client, client, Introducer, or other visitor.

3. Acceptance and changes

By accessing or using the Site, you agree to be bound by these Terms. If you do not agree, you must not use the Site.

We may amend these Terms from time to time. Changes take effect when published on the Site. Your continued use of the Site after changes are published constitutes acceptance of the updated Terms.

4. Permitted use and prohibited activities

You may use the Site only for lawful purposes and in accordance with these Terms.

You must not:

• use the Site in any way that violates applicable law or regulation;
• upload, transmit, or introduce malware, spyware, or other harmful code;
• scrape, harvest, index, or collect data from the Site, including personal data, without our written consent;
attempt to gain unauthorized access to the Site, our systems, or any user accounts;
• use the Site to send unsolicited communications or impersonate any person or entity;
• interfere with, disrupt, or degrade the performance, integrity, or security of the Site; or
• use the Site or Content for commercial resale, syndication, or competitive intelligence without our prior written consent.

We may suspend, restrict, or terminate access to the Site, with or without notice, where we reasonably believe you have breached these Terms or where necessary to protect the Site, Capitalio, users, or Third Parties.

5. Information only; no reliance

The Site and Content are provided for general informational purposes only and are not intended to be relied upon as legal, tax, financial, investment, technical, brokerage, escrow, title, or other professional advice.

You should obtain independent professional advice before acting on any information on the Site.

Property descriptions, images, floorplans, prices, availability, location details, tax assumptions, renovation assumptions, and similar information are often supplied by Third Parties. We do not independently verify all such information, and it may be inaccurate, incomplete, or out of date. You are responsible for inspections, surveys, due diligence, financing decisions, and confirming information directly with the relevant Third Party.

Nothing on the Site constitutes:

• an offer, solicitation, or recommendation to buy, sell, lease, or invest in any property;
• legal, tax, securities, mortgage, or investment advice;
• an appraisal or valuation; or
• an invitation to engage in any regulated activity.

6. Services and separate agreements

Any Services we provide may be subject to separate written terms, including a proposal, engagement letter, or service agreement. If there is any conflict between those separate terms and these Terms, the separate written terms will control with respect to the Services.

Unless expressly agreed in writing, we do not owe you fiduciary duties and do not act as your legal representative, attorney-in-fact, or agent in negotiations. You remain responsible for all decisions and for appointing appropriate advisers in the U.S., Italy, and any other relevant jurisdiction.

7. Introducer and collaborator provisions

This section applies if you are an Introducer or otherwise introduce prospective clients to Capitalio.

• No authority: You have no authority to bind Capitalio, make representations on our behalf, or hold yourself out as our agent, partner, or employee.
• Non-circumvention: You must not take steps to circumvent Capitalio or interfere with our relationships with clients, prospects, counterparties, or opportunities.
• Fees: Referral or introducer fees are payable only if and when expressly agreed by Capitalio in writing, and only on the conditions stated in that writing.
• Compliance: You must comply with applicable law, including anti-bribery, sanctions, privacy, and marketing laws. You must not make unsolicited marketing communications using Capitalio’s name without our prior written consent.
• Confidentiality: You must keep confidential all non-public information you receive about Capitalio, our clients, prospects, or opportunities.
• Data protection: Where you provide personal information to us, you represent that you have the right to do so and have provided any required notices or obtained any required consents.

We may withhold or decline to pay any referral fee where we reasonably suspect breach of this section, fraud, misconduct, or non-compliance with law.

8. Intellectual property

All intellectual property rights in the Site and Content belong to Capitalio or its licensors.

You may view the Site and download a single copy of pages for your personal, non-commercial use only. You must not copy, reproduce, republish, upload, post, transmit, distribute, modify, create derivative works from, sell, license, or exploit any Content for commercial purposes without our prior written consent.

9. User submissions

If you submit information, documents, materials, forms, or enquiries to us through the Site, you grant us a worldwide, non-exclusive, royalty-free license to use that material to operate the Site, respond to you, and provide Services.

You represent that your submissions are accurate to the best of your knowledge and do not infringe the rights of any Third Party.

10. Privacy

Our collection and use of personal information is described in our Privacy Notice. By using the Site, you acknowledge that you have read that Notice.

11. Third-party links and services

The Site may contain links to Third Party websites or services. We do not control them and are not responsible for their content, accuracy, privacy practices, availability, or performance. Your use of Third Party websites is at your own risk.

12. Limitation of liability

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited, including liability for fraud, fraudulent misrepresentation, or death or personal injury caused by negligence where such limitation is prohibited by law.

To the maximum extent permitted by law, we disclaim all implied warranties, conditions, and representations relating to the Site and Content.

We are not liable for any loss or damage arising from or related to:

• your reliance on Content or on information supplied by Third Parties;
• any decision to buy, sell, lease, finance, renovate, or invest in property;
• the acts or omissions of Third Parties, including agents, sellers, lawyers, notaries, banks, surveyors, architects, brokers, title or escrow providers, payment providers, contractors, or suppliers;
• delays, interruptions, system failures, security incidents, viruses, or other failures affecting the Site or related systems; or
• force majeure events beyond our reasonable control.

If you are using the Site in a business capacity, we are not liable for loss of profit, loss of business opportunity, loss of goodwill, loss of data, or any indirect, incidental, special, exemplary, punitive, or consequential damages.

If you are a consumer, these Terms do not affect any non-waivable consumer rights you may have under applicable law, and the above limitations apply only to the extent permitted by law.

13. Indemnity

You agree to indemnify and hold harmless Capitalio, its directors, officers, employees, contractors, and agents from and against any claims, liabilities, damages, losses, judgments, settlements, costs, and expenses, including reasonable legal fees, arising out of or in connection with:

• your breach of these Terms;
• your misuse of the Site;
• your infringement of intellectual property or other rights; or
• content, materials, or data you submit.

14. Linking to our Site

You may link to our homepage provided you do so in a fair and lawful manner and do not suggest any association, approval, or endorsement where none exists. We may withdraw linking permission at any time.

15. Severability, waiver, and assignment

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Any failure by us to enforce a provision is not a waiver of that provision.

We may assign or transfer our rights and obligations under these Terms without notice. You may not assign your rights or obligations without our prior written consent.

16. Entire agreement

These Terms constitute the entire agreement between you and us regarding your use of the Site and supersede prior communications relating to the Site.

17. Governing law and jurisdiction

These Terms and any non-contractual obligations arising out of or in connection with them are governed by the laws of England and Wales, without regard to conflict-of-law principles.

You agree that the courts of England and Wales will have exclusive jurisdiction, except that nothing in these Terms limits any non-waivable rights you may have under applicable consumer-protection law, and we may bring proceedings in any jurisdiction where necessary to protect our rights.

18. Contact and notices

If you have questions or complaints about the Site or these Terms, contact: complaints@capitaliousa.com