Pre-sale terms

1. Definitions

• “WAYOUT” or “Company”: WAYOUT S.r.l., Founder Pass seller and site manager wayoutapp.it.
• User or Buyer: the natural person who, acting for purposes outside their business, commercial, craft or professional activity, acquires a Founder Pass.
• “Pre-sale”: the online sales phase prior to the public launch of the WAYOUT app.
• “Founder Join 12M”: the pre-launch subscription that allows, for 12 months from the correct individual activation, possible from the go-live, the Join features provided by the plan and the rules of the service.
• “Founder Creator 12M”: the pre-launch subscription that includes for 12 months from the correct individual activation, possible from the go-live, the Join and Creator features provided by the plan and service rules, once you complete the standard registration and activation requirements of the account.
• “Founder Pass”: jointly, Founder Join 12M and Founder Creator 12M.
• “Go-live”: the date on which the WAYOUT app is publicly available for initial operation in the pilot city of Milan.
• “Maximum launch date”: on 31 December 2026.
• “Functionality Join”: digital features that allow, according to the rules and limits of the service, to discover tables or social occasions, send requests to participate and access the chat tables for which the request was accepted.
• “Functionality Creator”: digital features that allow, according to the limits and rules applicable, to create and manage tables or social experiences, manage requests and use any tools or badge Creator.

2. Sales and contacts

3. Scope and contractual documents

3.1 These Terms govern the specific object of the Pre-sale, the characteristics of Founder Pass, their additiveness and duration, limited availability, services included and excluded and scenarios related to the launch of the app.

3.2 The purchase is also subject to Terms of sale online, the information Withdrawal and refunds, Privacy Policy and, for the future use of the app, the Terms of the app, the Community Guidelines and the Safety Policy in force at the time of the go-live, provided they are consistent with the rights purchased and with the applicable legislation.

3.3 In case of contrast, these Conditions prevail over promotional pages regarding the specific characteristics of the Pre-sale. The mandatory safeguards recognized to the consumer shall prevail over any contrary provision.

3.4 The version accepted by the Buyer will be identified and preserved with the order and must be made available on durable medium in order confirmation or through a link that allows you to save and print it.

4. Purchase Requirements

4.1 The Pre-sale is reserved for individuals with age enrolled at the WAYOUT waitlist and enabled to access the purchase page.

4.2 The Buyer must provide full, correct, up-to-date and accountable data to his/her person in checkout. The birth date is used to verify the age requirement; the phone number is verified via Firebase before creating or recognizing the WAYOUT account.

4.3 The Founder Pass is personal, non-transferable, non-transferable and intended to be associated with the account created with the email address used for the waitlist and for the purchase, unless otherwise authorized by WAYOUT to correct material errors or replace an address no longer accessible.

4.4 WAYOUT may refuse or cancel purchases made by means of false data, automated tools, fraud, abusive duplication, unauthorized payment means or by persons who do not have the requirements, subject to the refund of the sums due by law and the applicable conditions.

5. Founder Pass available, prices and cap

5.1 The prices indicated are the total prices due to the consumer, expressed in euro and inclusive of VAT and other tax charges applicable. No automatic renewal fees are required.

5.2 Payment is unique and anticipated. The methods actually available are those shown in checkout managed via Stripe.

5.3 The pre-sale can be closed before reaching the quantitative caps to the attainment of the overall internal economic cap, however not exceeding €30.000 gross, or for technical, organizational, legal or security reasons. The closure does not affect the orders already validly confirmed.

5.4 The selection of a plan on the page does not constitute a definitive reservation. The availability is consolidated with the completion of the payment and confirmation of the order. If, for simultaneous purchases or technical error, the payment is acquired beyond availability, WAYOUT cancels the excess order and fully refunds the amount without cost, as a rule within 14 days.

6. Subject of the Founder Pass Pre-sale and Nature

6.1 With the Pre-sale the Buyer buys in advance the right to activate, starting from the go-live, the digital subscription corresponding to the selected Founder Pass and to use it for 12 months from its proper individual activation.

6.2 Payment during the pre-sale does not give advance access to the app, beta versions, events or physical services. The activation can take place from the go-live and the actual access to the features decorate from the correct individual activation of the account.

6.3 The Founder Pass is not a consumer credit, an entry fee, a local reservation, a ticket, an event package or a guarantee of specific social results.

6.4 Features will be provided through the WAYOUT app and may be subject to reasonable limits of fair use, safety, quality and technical capacity, provided the essential content of the purchased plan is not emptied.

7. Founder Join 12M

7.1 Founder Join 12M enables Buyer to use Join features made available in the app during the pass validity period.

7.2 Requests for participation in tables or groups may be accepted, rejected, expired, or restricted by capacity, by creator rules, by security criteria, by service conditions and by availability of other users.

7.3 Founder Join 12M does not guarantee acceptance in a specific table, the presence of tables on each date or place, access to a certain evening or local, or the attainment of a minimum number of users or social occasions.

7.4 Founder Join 12M does not include creating or managing tables and does not attribute Creator functions.

8. Founder Creator 12M

8.1 Founder Creator 12M includes Join features and Creator features made available in the app during the pass validity period.

8.2 There is no discretionary selection or approval procedure for Founder Creator 12M buyers. Activation requires the same standard requirements for other users: completion of registration, verification of the phone number, confirmation of age, insertion of truthful information, uploading a real personal photograph and acceptance of the applicable terms and rules.

8.3 The purchase does not give an absolute right to create any table, anywhere, date or number. Creator Features remain subject to limits of publication, capacity, frequency, overlap, fair use, moderation, security, technical availability and community rules, provided the essential content of the purchased plan is not emptied.

8.4 Once the standard recording and activation requirements are successfully completed, the Creator Features will be enabled according to the plan purchased. WAYOUT may require incomplete data correction, non-compliant photographs or material errors before activation.

8.5 After activation, Creator Features can be limited or suspended for violations, security risks, content or abusive conduct, in compliance with the App Terms and review procedures. If a limitation is recognized as erroneous, WAYOUT will adopt a proportional remedy, such as reactivation, extension of the period or appropriate refund.

9. Decoration, activation and durability

9.1 The Founder Pass can be activated from the public go-live of the app in the pilot city of Milan. The duration of 12 months starts from the correct individual activation of the Founder Pass on the Buyer’s account, not from the date of purchase and not automatically from the go-live.

9.2 WAYOUT will notify Buyer of the availability of the app and instructions to create or connect the account. The pass will be associated, as a rule, to the email address used for the waitlist and order. Activation requires completion of registration, verification of the phone number, confirmation of age, insertion of truthful information, uploading a real and compliant personal photograph and acceptance of the applicable terms and rules.

9.3 If the Buyer completes the activation at a time after the go-live, the 12 months begin however from its proper individual activation: the period between the go-live and this activation is not counted and the Buyer does not lose days of validity.

9.4 If delays, errors or malfunctions attributable to WAYOUT prevent activation after go-live, WAYOUT will provide assistance and the period concerned will be recovered by reactivation, extension or other equivalent remedy. If the activation remains permanently impossible due to causes not attributable to the Buyer, the price paid will be refunded in full, except for the additional undue remedies provided by law.

9.5 At the end of the 12 months the Founder Pass ends without automatic renewal. The Buyer can choose freely if you buy an ordinary plan available in the app.

10. No cumulation and promotions

10.1 The Founder Pass is not combinable with the free Waitlist Pass, with any post-launch Launch Offer or with other promotions expressly indicated as incompatible.

10.2 The purchase of the Founder Pass replaces any incompatible free or promotional benefits connected to the same person and to the same account, unless otherwise express communication of WAYOUT.

10.3 Discounts, codes or offers are not convertible into money and cannot be applied retroactively to orders already concluded, unless legal obligations or favourable decision of WAYOUT.

11. Pilot cities and geographical availability

11.1 The initial launch is planned in the pilot city of Milan. The Buyer declares to be aware that, in the first phase, tables, creators, users and social opportunities will be concentrated mainly on Milan.

11.2 Any extension to other Italian cities may take place progressively, but is not guaranteed within specific dates and is not an essential feature of the Founder Pass purchased for the Milan launch.

11.3 Simple technical access to the app from other territories does not guarantee the availability of operational functions, communities or social opportunities in the locality of the Buyer.

12. Services, results and services excluded

12.1 The Founder Pass provides access to digital platform features. It does not include and does not guarantee:

• entrances, lists, tickets, reservations or admission to locals, clubs or events;
• physical tables, bottles, drinks, drinks, catering, wardrobe or transportation;
• prices, conditions, availability or quality of services offered by the premises;
• presence of a minimum number of users, creator, tables or evenings;
• acceptance in specific tables or actual participation in certain events;
• affinity, personal compatibility, friendship, relationship, mutual appreciation or positive outcome of a meeting;
• absence of cancellations, no-shows, incorrect behaviors, illicit or risks related to interactions between people.

12.2 Any costs or relationships with locals, creators, users or other third parties are separated from Founder Pass and are governed by agreements directly concluded between the parties concerned, unless a specific official partnership expressly indicated by WAYOUT.

13. Role of WAYOUT and responsibility of users and third parties

13.1 WAYOUT operates as a digital social aggregation platform. In an ordinary way, it does not organize, accompanies, physically guards or supervises users during meetings and is not part of the bookings or agreements independently concluded by users or creators with the premises.

13.2 Each user is responsible for their statements, decisions, communications, conducts, movements and interactions, online and offline, as well as compliance with the law, the rules of the platform and the provisions of the places frequented.

13.3 The instruments of verification, reporting, blocking, reputation, moderation, suspension and ban have purposes of prevention and mitigation of risk, but do not constitute absolute guarantee of the identity, reliability, intentions or future behavior of users.

13.4 WAYOUT does not respond to any actions or omissions of users, creators, local or other third parties and their consequences. Responsibility that cannot be excluded or limited, including cases of gross negligence or gross negligence and other undue rights of the consumer.

14. Indicative date, delays and maximum launch date

14.1 The launch dates or windows communicated before the go-live are estimates and do not constitute an essential term, unless the maximum launch date of 31 December 2026 provided by these Terms.

14.2 If the launch is postponed but takes place by 31 December 2026, the Founder Pass becomes activated by the actual go-live and fully maintains the duration of 12 months after proper individual activation. The simple delay within that date does not determine an automatic refund, subject to the right of withdrawal in the applicable terms and other undue rights.

14.3 WAYOUT will inform Buyers of significant delays, indicating as much as possible a new estimated window and confirming that the Pass will be activated by the actual go-live and that the 12 months will decorate from the proper individual activation.

14.4 If the app is not publicly available in the pilot city of Milan by 31 December 2026, WAYOUT will communicate the overcoming of the maximum launch date. The Buyer can choose whether to keep the Founder Pass for the next go-live or request full refund according to the terms and conditions indicated in the Refund Policy and in the communication received. In the absence of a refund request, the Founder Pass will remain valid for the next go-live, without automatic renewal and with duration of 12 months decorated by the actual activation of the service.

14.5 This Article shall also apply where the delay depends on force majeure, suppliers, authorizations, security requirements or other circumstances not attributable to WAYOUT, without prejudice to any further undue rights.

15. Missed launch

15.1 If WAYOUT definitively decides not to launch the app or not to make the pre-sale service available, the Founder Pass contract is terminated and the Buyer is entitled to full refund.

15.2 WAYOUT will notify Buyers of the failure to launch and will issue the refund, as a rule, to the original payment method, without fees and within 14 days of the decision or notice, unless prevented by technical issues within payment networks that are not attributable to the Company.

15.3 The full refund extinguishes the right to activate the Founder Pass and does not entitle further compensation, without prejudice to mandatory rights and any damage directly attributable to WAYOUT according to law.

16. Changes in service before go-live

16.1 WAYOUT can make technical, organizational, safety, graphics or functional changes necessary for development, provided the essential content of Founder Pass is not substantially reduced.

16.2 They do not, as a rule, make substantial changes: interface variations, denomination, flows, reasonable fair use limits, anti-fraud measures or safety measures, replacement of features with equivalent solutions, necessary updates to compliance or safety and changes that do not adversely affect the main utility of the plan.

16.3 If before the go-live a change substantially eliminates or reduces an essential feature of the plan purchased, WAYOUT will inform the Buyer on durable medium and will offer him the choice between accepting the change or request full refund within 30 days of the communication. In the absence of a refund request within that period, the Founder Pass will remain valid and will be activated according to the conditions communicated, without which this entails waiver of the mandatory rights recognized by the law.

16.4 Changes and remedies following go-live remain subject to the mandatory discipline applicable to digital content and services, including remedies for lack of conformity.

17. Review within 14 days

17.1 The Consumer Purchaser may terminate the contract without indicating the reason within 14 days of the conclusion of the purchase, according to the separate information Withdrawal and refunds and the applicable legislation.

17.2 Since the Founder Pass is purchased in pre-launch phase, WAYOUT recognizes full refund in case of timely withdrawal, although in the meantime the go-live has intervened, except for a different regime validly requested and accepted by the Buyer and permitted by law.

17.3 The refund due for withdrawal is made without cost, using the same means of payment unless otherwise agreed, as a rule within 14 days from the day when WAYOUT is informed of the decision to withdraw.

17.4 The operating modes, the module and the necessary data are described on the page Withdrawal and refunds, accessible from checkout and order confirmation. The online function “Withdraw from the contract here” is available at https://wayoutapp.it/recedere-dal-contratto.

18. Lack of use, suspension and ban

18.1 After activation, the lack of voluntary use of the app or functionality, the lack of participation at tables, the subjective dissatisfaction or the absence of the desired social result do not automatically attribute the right to reimbursement.

18.2 The suspension or closure of the account due to serious or repeated violations of the Terms of the app, the Community Guidelines, the Safety Policy or the law may result in the loss of access without refund for the remaining period, within the limits permitted by law and after proportional assessment.

18.3 When a suspension or ban is recognized as erroneous, WAYOUT will adopt an appropriate remedy, such as reactivation, extension of the pass, conversion or proportional refund.

18.4 Nothing in this article limits undue remedies for failure to supply or lack of conformity of the digital service.

19. Payment, invoice and confirmation

19.1 Payment is managed via Stripe Checkout. The complete data of the card are processed by the payment lender and are not stored directly by WAYOUT.

19.2 The order is considered concluded when the payment is completed and WAYOUT records and confirms the purchase, subject to cancellation and refund in case of unavailableness, fraud, manifest error or overbooking.

19.3 The order confirmation will be sent to the email associated with the waitlist and will contain at least the pass purchased, the price, the date, the order identifier, the duration, the individual activation rule starting from the go-live, the absence of automatic renewal, contacts and unchangeable copies or attachments of the documents applicable in the accepted version.

19.4 The Buyer may request the invoice by selecting the appropriate checkout option and indicating the required tax code. In the absence of a request, the tax code is not collected for this purpose, subject to the applicable tax obligations.

20. Compliance with digital service and mandatory rights

20.1 From go-live, WAYOUT will provide digital service in accordance with the applicable contract and legislation, including mandatory rules on digital content and services.

20.2 In case of failure to supply or lack of conformity, the Buyer may exercise the remedies provided for by law, including, when applicable, restoration of compliance, reduction of price or termination of the contract.

20.3 Any restrictions or exclusions contained in these Terms do not apply when they oppose undue rights of the consumer.

21. Changes in Conditions

21.1 The version applicable to the Pre-sale is accepted at the time of order. WAYOUT can update the Conditions for future orders by publishing a new version with update date.

21.2 The changes do not apply retroactively to the orders already concluded, except for changes imposed by the law, necessary for security or expressly accepted by the Buyer, and however without prejudice to the rights already accrued.

21.3 Substantial changes to the purchased service are managed according to Article 16 and the applicable legislation.

22. Assistance, communications and complaints

2-2.1 For information about Pre-sale, Founder Pass, orders, withdrawal or refunds, Buyer may write to amministrazione@wayoutapp.it. formal communications can be sent to the PEC wayout@pec.wayoutapp.it.

22.2 The Buyer must indicate the purchase email, pass and order identifier and must not transmit unnecessary data or complete card data.

22.3 WAYOUT will retain the communications and evidence necessary to manage the order, consumer rights, refunds and any disputes, according to Privacy Policy.

23. Applicable law, forum and final provisions

23.1 These Conditions are governed by Italian law, without prejudice to the application of the mandatory norms possibly more favourable than the law of the country of habitual residence of the consumer.

23.2 For any dispute with a consumer, the court of the place of residence or residence of the consumer shall be competent, where required by the applicable legislation.

23.3 Before directing the judicial authority, the Buyer is invited to contact WAYOUT, without limiting the right to contact the judge or alternative resolution bodies of disputes provided by law.

23.4 If a provision is nothing, invalid or ineffective, the remaining provisions continue to be effective. The provision concerned shall be interpreted or replaced, within the limits permitted, in a manner consistent with the original purpose and the applicable legislation.

23.5 The Italian version is the reference version. Any translations are provided for convenience.