Terms and Conditions

This agreement (the "Agreement") is entered into

BETWEEN

Agile Telecom S.p.A., a company incorporated under the laws of Italy, with registered office at Via Baldassarre Peruzzi 26 - 41012 Carpi (MO), Italy, registered with the Companies' Register of Modena, VAT number and tax code No. IT02804070361, represented by its pro-tempore Legal Representative ("Agile")

-of the one part -

AND

The client, identified by the data provided by completing the relevant registration form, represented by its pro-tempore Legal Representative or, as the case may be, an authorized attorney-in-fact (the "Client")

-of the other part -

The Client and Agile, each individually a "Party" and, collectively, the "Parties".

WHEREAS:

I. Agile is a party holding a suitable authorization for the provision of communication services, authorized pursuant to Art. 11 of Legislative Decree No. 259/2003, as subsequently amended and supplemented.

II. Agile provides digital services and solutions for the management of communications, content, interactions and business activities through digital channels, including by means of functionalities based on artificial intelligence systems. To this end, Agile has developed a multichannel SaaS platform (the "SaaS Platform" or the "Qlara Platform") which enables the Client to access, activate and use, including in an integrated manner, the services and functionalities made available from time to time, in accordance with the provisions set out herein.

III. The Client intends to enter into an agreement with Agile in order to obtain access to and use of the Qlara Platform, and, by means thereof, of the services made available therein in an integrated manner and at the Client's choice, including: (i) the use by the Client of Agile's gateway for the transmission of SMS messages to the end users and customers of the Client, on the terms and conditions and in accordance with the procedures further specified below (the "SMS Service"); (ii) the sending of multichannel digital communications through alternative channels such as RCS, WhatsApp, Telegram and similar (the "Additional Channels"); (iii) the use of the AI assistant, available in SaaS mode, as an integrated marketing-assistance technology solution which also uses non-proprietary open-source artificial intelligence (AI) models to generate personalized content for social media and manage multichannel communication for businesses, enabling the Client to autonomously manage communication campaigns, generate content and use suggestions with personalized content based on the information provided during the service setup phase (the "AI Assistant"); (iv) further functionalities and modules available within the Qlara Platform, as further governed by the Agreement and/or the relevant contractual annexes (each individually, also the "Service" and, collectively, the "Services").

IV. The Services offered by Agile are accessible to and manageable by the Client through the Qlara Platform, available online, including through the mobile device application (App) made available by Agile, which enables the activation, configuration, monitoring and integrated use of the various functionalities, including those relating to SMS messaging, alternative digital channels and artificial-intelligence-based tools, and which constitutes the sole environment for access, activation, configuration and use thereof.

V. The Qlara Platform and the Services shall be governed in accordance with the terms and conditions set out in this Agreement and the annexes thereto, and shall be provided by Agile for the benefit of the Client, in connection with its professional activity and for purposes strictly related thereto.

VI. The Parties, by means of this Agreement and the Annexes thereto, therefore intend to govern the terms and conditions for the provision of the Qlara Platform and the Services in favor of the Client.

VII. The Qlara Platform and the Services are a tool reserved for professional users, and the Client undertakes to use them exclusively in connection with its professional activity and, in any case, for needs related thereto.

VIII. The Client represents that it is aware of and has carefully verified the functionalities of the Qlara Platform and the Services, and deems them suitable for its needs.

NOW, THEREFORE,

THE PARTIES AGREE AS FOLLOWS:

1.1 Recitals and external links. The Recitals and the external links constitute an integral and substantial part of this Agreement.

1.2 Definitions. Unless otherwise indicated from time to time by the specific context, or unless otherwise defined in other provisions of this Agreement, the following capitalized terms shall have the meaning set out below:

A) "AGCOM": means the Italian Communications Authority (Autorità per le Garanzie nelle Comunicazioni), established by Law No. 249 of 31 July 1997.

B) "App": has the meaning given to it in the definition of "SaaS Platform" or "Qlara Platform" in this clause.

C) "Client Area": the restricted area of the Qlara Platform, accessible to the Client by means of its own credentials, through which the Client may manage its account, the Services, the activated Plans, the configurations and the communications made available by Agile.

D) "AI Assistant": the solution and/or functionalities based on artificial intelligence systems made available by Agile through the Qlara Platform, including by means of the integration of technologies, models, APIs or services provided by third parties, in accordance with the procedures described in Annex C and/or the further applicable Annexes.

E) "Beta": has the meaning given to it in Art. 21.1.

F) "Additional Channels": means the messaging channels alternative to SMS, such as, by way of example, RCS, WhatsApp, Telegram and similar, as indicated in the Recitals and as further defined and governed by Annex B.

G) "Integrated Third-Party Components": has the meaning given to it in Art. 11.5.

H) "Provider Terms": has the meaning given to it in Art. 11.5.

I) "Agreement": means this agreement, the Annexes and the external links thereto.

J) "Included Credits": has the meaning given to it in Art. 4.5.

K) "Aggregated Data": has the meaning given to it in Art. 24.

L) "Personal Data": means any information relating to an identified or identifiable natural person.

M) "Feedback": has the meaning given to it in Art. 25.1.

N) "Third-Party Provider": has the meaning given to it in Art. 11.1.

O) "Confidential Information": has the meaning given to it in Art. 30.1.

P) "Service Level": has the meaning given to it in Art. 13.3.

Q) "Templates": has the meaning given to it in Art. 27.

R) "Applicable Data Protection Legislation": means Legislative Decree No. 196/2003, as subsequently supplemented and amended by Legislative Decree No. 101/2018, Regulation (EU) 2016/679, as well as the measures issued by the Italian Data Protection Authority (Garante) for the protection of Personal Data.

S) "Online Order": the flow, form, electronic order or digital document by means of which the Client selects the specific Plan of the Qlara Platform and/or one or more Services, the relevant modules, the applicable Plan, the included functionalities, the usage limits, the fees, the initial duration, any automatic renewal mechanisms, the terms and procedures for giving notice of non-renewal, as well as any other applicable commercial condition.

T) "Disclosing Party" and "Receiving Party": have the meaning given to them in Art. 30.1.

U) "Plan" or "Plans": the subscription service levels, structured into multiple tiers, made available by Agile and selectable by the Client through the Online Order, which determine the accessible Services and functionalities, the usage thresholds and limits, any included credits and the applicable economic conditions, as made available by Agile from time to time. The number, name, content and characteristics of the Plans may vary over time, without prejudice to the provisions concerning amendments and variation of fees.

V) "SaaS Platform" or "Qlara Platform": means the unified SaaS environment indicated in the Recitals, accessible online, including through the mobile device application that may be made available by Agile (the "App"), which constitutes a mere channel of access to the Qlara Platform and the Services and not an autonomous or additional service with respect to the same; the App is distinct from the application, portal or directory addressed to the End Users referred to in Art. 8.2. The Qlara Platform constitutes the common functional layer through which the Client accesses and makes use of the Services, and includes, by way of example and without limitation, functionalities for the creation and management of the account and the related workspace, of users and roles, a centralized console for the configuration, monitoring and use of the Services, the management of registries, lists and segments of contacts and recipients, tools for the creation, editing and management of content, assets and templates (including by means of artificial intelligence functionalities), functionalities for the creation, scheduling, sending, automation and management of multichannel campaigns and communications, integration with channels, third-party services and APIs, as well as reporting and analysis functionalities. The download, installation and use of the App may be subject to acceptance of the terms and conditions of third-party distribution stores (by way of example, the Apple App Store and Google Play), which constitute Third-Party Services and whose terms apply pursuant to Arts. 11.1 and 11.5. Unless the context otherwise requires, any reference to the "Qlara Platform" and the "Services" contained in this Agreement and the Annexes thereto shall be deemed to refer to the same regardless of the access channel used, whether web or App, and any reference to the "Services" shall be deemed to refer to the Services made available and usable through the Qlara Platform.

W) "Intellectual Property": is to be understood as any intellectual property right governed, from time to time, by patent laws, semiconductor chip protection laws, copyright laws, trade secret laws, trademark laws and any other registered and unregistered intellectual property right, as well as any applications, renewals, extensions, reissues and restorations thereof, currently in force or that may come into force in the future, anywhere in the world;

X) "Third-Party Services": has the meaning given to it in Art. 11.1 and is distinct from the Integrated Third-Party Components referred to in Art. 11.5.

Y) "Service" and "Services": have the meaning given to them in the Recitals and in Art. 3 and mean the services and functionalities made available to and usable by the Client through the Qlara Platform depending on the Plan subscribed to.

Z) "SMS Service": means the service indicated in the Recitals and governed by Annex A.

AA) "Trial": any free trial period made available by Agile, during which the Client may test the functionalities of the Services, without any obligation to purchase or activate a paid Plan.

BB) "End Users": means third parties, other than the Client and its authorized users, who receive communications from the Client or who access, interact with or make use of content, products, services, interfaces or functionalities made available by the Client through the Qlara Platform and the Services. The notion of End Users includes, by way of example: recipients of SMS, emails, messages sent through the Additional Channels or further campaigns; users who interact with chatbots, virtual assistants or other artificial-intelligence-based functionalities; visitors to mini-sites, landing pages, portals, apps or directories; persons who fill in forms, use QR codes or loyalty programs; as well as persons who make contact requests, bookings, orders, purchases or further interactions with the Client through the Qlara Platform.

CC) "Free Version": has the meaning given to it in Art. 23.

Further defined terms are contained in the specific provisions of this Agreement, where indicated with an initial capital letter. Further definitions, or definitions referring to individual Services, are also contained in the respective Annexes and apply, unless otherwise indicated, exclusively within the scope of the Annex in which they are set out.

2.1 Annexes. The following attached documents (collectively, the "Annexes") constitute an integral and substantial part of this Agreement, for all legal purposes and effects:

A) Annex A – Special Terms for the SMS Gateway Service: governs the procedures for use of the SMS transmission service, the management of Aliases, liability for content and the limitations on use.

B) Annex B – Special Terms for the Additional Channels (Cross-Platform Service): describes the rules of use, liability and contractual constraints relating to communication services through alternative digital channels (e.g., RCS, WhatsApp, Telegram).

C) Annex C – Special Terms for the AI Assistant Service: governs the terms of use of the AI Assistant, including licensing limits, liability, SLA and technical requirements.

D) Annex D – Data Processing Agreement (DPA): governs the processing of personal data, Agile's role as Processor or Sub-processor, and the contractual guarantees regarding data protection.

E) Annex E – AI Chatbot Services (Agent Studio): governs the procedures for the provision and use of the "Agent Studio" module.

F) Annex F – Email Marketing Services: governs the special terms applicable to the Email Marketing functionalities made available through the SaaS Platform.

G) Annex G – Booking Engine: governs the special terms applicable to the Booking services and booking management.

H) Annex H – Mini-Sites, Landing Pages, Hosting and E-Commerce: governs the special terms applicable to the services for the creation, publication and hosting of mini-sites, landing pages and web content, as well as the e-commerce functionalities made available through such tools.

I) Annex I – Data Collection (Forms, QR Codes, Loyalty Programs): governs the special terms applicable to the data collection functionalities, digital forms, QR codes and loyalty programs.

J) Annex J – AI Analysis and Recommendations: governs the special terms applicable to the functionalities for analysis, processing and generation of recommendations by means of artificial intelligence systems.

2.2 Conflict between documents and precedence. In the event of a conflict between the provisions contained in the body of this Agreement and those contained in one or more Annexes, the provisions of the Annex specifically relating to the Service that is the subject of the conflict shall prevail, unless otherwise agreed in writing between the Parties. In the event of a conflict between the Agreement and/or the Annexes, on the one hand, and the Online Order, on the other hand, with exclusive reference to the commercial, quantitative, configuration or functional aspects of the individual Service, the provisions of the Online Order shall prevail.

3.1 Purpose. This Agreement has as its purpose the license to use the Qlara Platform and the regulation of the Services available thereunder, governing the general terms and conditions of use, activation, billing and duration thereof. All Services may be managed directly by the Client through a single SaaS Platform accessible online, which enables centralized control of the functionalities, operational configuration and integrated use of the activated solutions. Access to the Services and the related functionalities is determined by the Plan subscribed to by the Client, with functionalities, thresholds and usage limits that differ depending on the Plan selected and the Online Order. Save for the purchase of additional credits for pay-per-use functionalities pursuant to Art. 4.5, there is no provision, where possible, for the separate activation or purchase of the individual Service, which is made available depending on the Plan subscribed to from time to time.

3.2 License to use and prohibition on sublicensing. Upon execution of this Agreement, Agile grants the Client a non-exclusive, non-sublicensable, non-transferable license, limited to the duration of the Agreement, for access to and use of the SaaS Platform, exclusively for the purpose of making use of the Services made available depending on the Plan subscribed to, within the limits and in accordance with the technical procedures established by Agile. The specific functionalities and components of the Qlara Platform actually available, as well as the related limits and usage thresholds, depend on the Plan selected and/or the Online Order, it being understood that, where possible, the Services are made available depending on the Plan and not by means of separate activation or purchase of the individual Service, save for the purchase of additional credits for pay-per-use functionalities pursuant to Art. 4.5. The Client is expressly prohibited from sublicensing, assigning, distributing or otherwise making available to third parties, on any basis whatsoever and by any means whatsoever, in whole or in part, the Qlara Platform and/or the Services, save with the express written authorization of Agile and without prejudice to the provisions of Art. 3.3.

3.3 Obligations and limitations on use. The Client undertakes to use the Qlara Platform and the Services in compliance with the law, this Agreement, the Annexes and all applicable legislation, refraining from any conduct that may compromise, even potentially, the security, integrity or availability of the Qlara Platform and/or the Services themselves, as well as the rights of third parties or the proper functioning of the Qlara Platform and/or the Services. Without prejudice to the foregoing, and save as otherwise provided in this Agreement and/or the Annexes, for the sake of greater clarity and without claim to exhaustiveness, the Client undertakes not to:

a) Attempt, directly or indirectly, to decode, decompile, disassemble or otherwise access the source code of the Qlara Platform and/or the Services, or the underlying structure, ideas or algorithms of the Services or of any other software, documentation or data relating thereto;

b) modify, translate or create derivative works from the Qlara Platform and/or the Services;

c) Copy, distribute, pledge as security, or otherwise transfer or encumber rights relating to the Qlara Platform and/or the Services;

d) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Qlara Platform and/or the Services to third parties, including by means of timesharing technologies or services, service bureau, software as a service, cloud or similar, save with the express written authorization of Agile;

e) Circumvent or violate any security device or measure used by Agile, or access/use the Qlara Platform and/or the Services other than through a user in possession of its own valid access credentials;

f) Remove or alter Agile's trademarks, or any notice, legend, symbol or label relating to copyright, trademarks or other proprietary rights contained in the Qlara Platform and/or the Services;

g) Use the Qlara Platform and/or the Services for the sending of unsolicited messages or campaigns (so-called spam). Any attempt to use the Qlara Platform and/or the Services for the sending of mass messages, whether solicited or unsolicited, shall result in the immediate interruption of the Service and the termination of the Agreement;

h) Communicate or disseminate personal data and/or sensitive information by including it in test messages or using it as input for artificial intelligence functionalities, except to the extent that this is strictly necessary, lawful and supported by an adequate legal basis, notice and security measures under the responsibility of the Client, and every other requirement necessary pursuant to the applicable statutory provisions;

i) Use the AI functionalities in violation of the specific usage policy;

j) Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of third parties;

k) Distribute or disseminate inappropriate, blasphemous, defamatory, obscene, indecent, unlawful or harmful content or materials, or content or materials containing, transmitting or activating any virus or malicious code;

l) Use the Qlara Platform and/or the Services to upload or make available files containing images, photographs, software or other material protected by intellectual property or privacy laws, unless the Client holds the relevant rights thereto or has obtained the necessary authorizations;

m) Use materials or information, including images or photographs, made available through the Qlara Platform and/or the Services in a manner that infringes copyright, trademarks, patents, trade secrets or other intellectual property rights of third parties;

n) Enter, upload, transmit or provide through the Qlara Platform and/or the Services any unlawful or harmful information or material, or information or material containing/transmitting/activating malicious code;

o) Damage, destroy, interrupt, disable, compromise, interfere with or otherwise hinder in any way the Qlara Platform and/or the Services, Agile's systems or the provision of Agile's services to third parties, in whole or in part;

p) Falsify or remove information relating to copyright management, such as authorship attributions, legal notices or other proprietary notices or labels indicating the origin or source of the AI Assistant or of other material contained in an uploaded file;

q) Remove, alter, obscure, circumvent, compromise or otherwise render ineffective watermarks, metadata, content credentials, C2PA markers, labels, disclosures or other technical or informational indications relating to the artificial provenance, generation by means of artificial intelligence systems or AI-based processing of content generated, modified, processed or otherwise treated by means of the Qlara Platform and/or the Services through AI;

r) Violate any applicable law or regulation;

s) Access or use the Qlara Platform and/or Agile's Services beyond the limits of the authorization granted under the Agreement, this Agreement, and the policies and/or instructions communicated by Agile from time to time.

3.4 Professional use and exclusion of consumer protections. The Client acknowledges and represents that the Qlara Platform and the Services are intended exclusively for professional use, and that the Client subscribes to and uses them in the exercise of its entrepreneurial, commercial, artisanal or professional activity, thus acting as a professional and not as a consumer. The Qlara Platform and the Services are, moreover, activated at the express request of the Client. Consequently, the rules for the protection of consumers, including the Italian Consumer Code and subsequent amendments thereto, shall not apply to the Qlara Platform, the Services and this Agreement, it being understood that, in particular, and by way of example and without limitation, the application of any right of withdrawal, pre-contractual information obligation, statutory conformity guarantee or further protection provided therein in favor of the consumer shall be excluded.

4.1 Fees, invoicing and payments. The Client undertakes to pay Agile the Fees due for access to and use of the Qlara Platform, the Services, the related modules and any additional functionalities activated. The amount of the Fees, the frequency thereof, the invoicing and payment procedures, the included functionalities, any usage limits, consumption thresholds, measurement metrics and variable price components are those indicated in the Plan selected by the Client, in the Online Order and/or in any personalized commercial offer accepted by the Client. The Fees may include, where provided for by the applicable economic conditions, periodic charges, amounts calculated on the basis of consumption, prepaid credits, costs for individual transactions, commissions or further amounts connected to the activated Services. In the event of activation of multiple Services or modules, the related Fees, where applicable, shall be applied separately in accordance with the economic conditions applicable to each of them. Unless otherwise indicated in the Online Order or in the applicable commercial offer, amounts are understood to be expressed in Euro and exclusive of VAT and any other applicable tax, duty or charge. Payment may be made by means of one of the payment methods made available by Agile and shall be deemed completed exclusively upon actual crediting of the amount due. The provisions set out in the relevant Annexes with reference to the economic conditions applicable to specific Services remain unaffected, as does Art. 4.5 with reference to the credit system and the dynamic pricing of artificial-intelligence-based generation functionalities. No Fee is due for any Trial period or for the Free Version, within the limits and subject to the conditions set out in this Agreement, in the Online Order or in the applicable economic conditions.

4.2 Non-payment or late payment. The Client undertakes to pay the amounts due within the indicated terms, it being understood that any delay shall entitle Agile to apply default interest pursuant to Legislative Decree No. 231/2002, without prejudice to any further right or remedy provided for under the Agreement. The Fees are due on the agreed due dates. The Client may not suspend, delay, set off or reduce payments, nor raise any objection whatsoever, even pending disputes or complaints; any claims by the Client may be asserted solely separately and following full payment of the Fees due, by way of derogation from Art. 1460 of the Italian Civil Code. In the event of non-payment or late payment, and save as otherwise provided in the relevant Annexes, Agile may, following notice sent to the Client pursuant to Art. 14, suspend or limit, including with immediate effect, in whole or in part, access to the Qlara Platform and/or the Services. If the term of 15 (fifteen) days from the aforesaid notice expires without the Client having fully remedied the breach, Agile may declare its intention to avail itself of the express termination clause referred to in Art. 6. Every other right or remedy remains unaffected, as does Agile's right to payment of the Fees accrued and of default interest.

4.3 Variation of Fees and payment terms. Agile may amend the Fees, the Plans, the usage limits and thresholds, the measurement metrics and the payment terms applicable to the Qlara Platform and the Services, by means of notice to the Client pursuant to Art. 14 (including by email or notice within the Client Area) with at least 15 (fifteen) days' prior notice. The variations shall apply as from the expiry of the notice period and shall be deemed accepted in the event of subsequent use, including partial use, of the Qlara Platform and/or the Services. Should the Client not intend to accept the variation, it may withdraw from the entire Agreement in accordance with the procedures and within the terms set out in Art. 15.3, without prejudice to the obligation to pay the Fees accrued. The specific provisions concerning variation of Fees contained in the relevant Annexes for certain Services — including Annex A (SMS Service) and Annex B (Additional Channels) — remain unaffected and shall prevail pursuant to Art. 2.2, as justified by the nature of such Services and the related costs of third-party providers and operators. With exclusive reference to the Trial and the Free Version, Agile may at any time, including with immediate effect and without any obligation of prior notice, modify, limit, suspend or discontinue, in whole or in part, the available functionalities, the usage limits, the quantitative thresholds, the duration, the access procedures and any other applicable condition, without this conferring on the Client any right of withdrawal, refund, indemnity or compensation, without prejudice to the Client's right to cease use of the Free Version and request closure of the account pursuant to Art. 5.3.

4.4 Automatic renewal and recurring payment. Should the Client have selected a Service or Plan subject to automatic renewal pursuant to Art. 5.2, the same shall operate for successive periods of equal duration, save for notice of non-renewal communicated within the terms and in accordance with the procedures set out in this Agreement. Should the Client have chosen payment by credit card, PayPal or another enabled payment instrument, the Client thereby authorizes the automatic pre-authorized charge, upon each renewal and at each due date, of the Fees due, processed through the third-party payment service provider pursuant to Art. 11.4. Should the recurring charge fail for any reason (by way of example, expired card or insufficient funds), Agile may repeat the charge attempt and/or avail itself of the remedies referred to in Arts. 4.2 and 6, including suspension and discontinuance of the Service. The Client undertakes to keep its payment instruments constantly updated and valid.

4.5 Credits and variable pricing of pay-per-use functionalities. Where provided for in the Online Order, in the applicable economic conditions or on the Qlara Platform, certain functionalities and Services, including in particular the sending of SMS and emails, the use of the Additional Channels, the use of prompts and the functionalities for generating images, videos and other digital content by means of artificial intelligence systems, may operate by means of a system of prepaid pay-per-use credits purchased by the Client. The number of credits required for each transaction, functionality or generation may vary over time depending on, among other things, the type of functionality used, the model selected, the related technical settings and the pricing applied by third-party providers. The Client acknowledges and accepts that the applicable credit cost is that displayed on the Qlara Platform at the time of the transaction and prior to the performance thereof. The Client further acknowledges that no fixed conversion is guaranteed between the credits purchased and the number of transactions, functionalities or generations that may be used. By way of derogation from Art. 4.3, the variation of the number of credits required for individual transactions or functionalities is not subject to any obligation of prior notice, it being understood that such variation shall affect exclusively subsequent transactions and shall be made visible to the Client prior to performance thereof. Credits already purchased remain usable in accordance with the relevant validity conditions. Paid Plans may, moreover, include within the subscription fee a quantity of credits (the "Included Credits") in the amount and with the frequency indicated in the plan selected, in the Online Order and/or in the applicable economic conditions. Unless otherwise indicated, in Plans with monthly billing the Included Credits are issued at the beginning of each billing period, whereas in Plans with annual billing the entire quantity of credits relating to the annual period is issued in advance upon activation or renewal. The Included Credits are cumulative and remain valid for 12 (twelve) months from the date of issuance; credits purchased separately by the Client remain valid for 12 (twelve) months from the date of purchase. Unless otherwise indicated, for consumption purposes the Included Credits are used first and, once exhausted, the purchased credits. Discontinuance, notice of non-renewal or non-renewal of the paid plan and the consequent transition to the Free Version do not, in themselves, entail forfeiture of the remaining credits, whether included or purchased, which remain usable until expiry of the relevant validity period by means of an active account, without prejudice to the provisions of Art. 5.3 in the event of definitive closure of the account. The provisions of Art. 4.3 with reference to variation of the purchase price of credits remain unaffected, as do the provisions set out in the relevant Annexes for Services subject to specific economic conditions, including the SMS Service and the Additional Channels.

5.1 Entry into force and duration. This Agreement is finalized and enters into force on the date of acceptance by the Client, including by means of registration on the Qlara Platform, acceptance of the Online Order or another electronic method made available by Agile. The Agreement shall remain in effect until the discontinuance of the last active Service and the consequent closure of the Client's account, save where the Client continues to use the Free Version or other Services made available free of charge, and save for withdrawal, termination or another cause of early termination provided for under this Agreement or the relevant Annexes.

5.2 Duration and automatic renewal. Save as otherwise provided by this Agreement, the Online Order, the applicable economic conditions or the relevant Annexes, each Service is made available through the Qlara Platform on a subscription basis for the initial period selected by the Client and indicated in the Online Order or in the applicable economic conditions. Upon expiry of such period, the Service shall automatically renew for successive periods of equal duration - monthly, annual or of a different duration, depending on the subscription selected - save for notice of non-renewal communicated by the Client within the terms and in accordance with the procedures set out in this Agreement. Agile shall be entitled not to proceed with, or to suspend or interrupt, without liability, the performance of communications, campaigns, messages, scheduled sendings or automations the performance of which is scheduled, in whole or in part, subsequent to the date of discontinuance or expiry of the Agreement or of the individual Service concerned, even where the relevant scheduling or activation occurred during the period of effectiveness of the Agreement or of the Service. It remains understood that certain Services, by reason of their delivery methods, may be subject to their own duration, to consumption thresholds or limits and/or to distinct renewal mechanisms, as indicated in the Online Order, in the relevant activation modules and/or in the economic or special conditions applicable to the individual Service. By way of example, the SMS Service may be subject to credit availability and to the validity terms of the relevant package, while the Additional Channels may be subject to specific conditions of duration, renewal or consumption.

5.3 Automatic renewal, withdrawal and notice of non-renewal. Save as expressly provided by this Agreement, the Online Order, the Annexes or the applicable economic conditions, the Client shall not have the right to withdraw ad nutum from the Agreement, from the Services or from the related paid Plans prior to the expiry of the relevant duration or renewal period. Should a Service or a plan provide for automatic renewal, either Party may prevent the renewal thereof by giving notice of non-renewal, which may be communicated at any time and up to the last day of the current duration or renewal period: (i) by the Client, primarily by means of the dedicated self-service functionality made available on the Qlara Platform and/or in the Client Area, with no need for certified email (PEC) or other formality; (ii) by Agile by means of email sent pursuant to Art. 14. Notice of non-renewal communicated in a timely manner prior to the expiry of the current duration or renewal period shall prevent the renewal thereof and shall take effect as from the end of such period; it shall not entail the refund, whether total or partial, of Fees already accrued or paid, save as mandatorily provided by law or expressly established in this Agreement. Agile's right to give notice of non-renewal is understood to be in addition to, and not in substitution for, Agile's right of withdrawal referred to in Art. 5.4. The Client's right to withdraw remains unaffected solely in the cases expressly provided for by this Agreement, including those referred to in Art. 4.3, or by the Online Order, the Annexes or the applicable economic conditions. Any discontinuance or non-renewal of a paid plan or Service does not, in itself, entail the refund of prepaid credits already purchased by the Client. Such credits shall remain usable, within the limits of the relevant validity and the applicable conditions, by means of an active account. In the event of definitive closure of the account, unused remaining credits shall cease to be usable and shall not give rise to any right to a refund, indemnity or conversion into money, save as mandatorily provided by law. With exclusive reference to the Free Version, the Client may cease use of the Qlara Platform at any time and request closure of the relevant account, at no cost or penalty, without prejudice to the provisions of this Agreement concerning the deletion, return or retention of data.

5.4 Agile's withdrawal. Agile may withdraw from this Agreement, at any time, by means of written notice to the Client pursuant to Art. 14, with prior notice of not less than 30 (thirty) days. The provisions of Art. 5.5 remain unaffected with reference to any Fees already paid and relating to the period subsequent to the effective date of the withdrawal or of the discontinuance of the Service. With exclusive reference to the Free Version referred to in Art. 23, Agile may discontinue or limit, in whole or in part and at any time, the Qlara Platform, the Services or the related functionalities, including with immediate effect and without any obligation of prior notice, refund or indemnity.

5.5 Economic effects of Agile's withdrawal. In the event of the exercise by Agile of the right of withdrawal, or of the discontinuance or decommissioning of one or more Services, modules or functionalities pursuant to Art. 5.4, for reasons other than breach by the Client or other causes entitling termination, suspension or discontinuance of the Service pursuant to this Agreement or the relevant Annexes, the Client shall be entitled exclusively to the return of any portion of the periodic Fee already paid and relating solely to the Service concerned for the period not enjoyed subsequent to the effective date of the withdrawal, discontinuance or decommissioning. Excluded from the refund are Fees accrued, amounts relating to consumption, transactions or performance already carried out, as well as third-party costs and other amounts already incurred by Agile. Should any remaining prepaid credits no longer be usable by the Client as a result of the discontinuance or decommissioning of the relevant Service, Agile shall refund the relevant residual value or, at its own option, make available equivalent credits usable for other functionalities of the Qlara Platform. In any case, any further indemnity, compensation, penalty or other amount of any kind whatsoever is excluded. This article does not apply with reference to the Free Version referred to in Art. 23, in relation to which no Fee is due and the provisions set out therein shall apply.

6.1 Essential obligations and termination by operation of law. This Agreement shall be deemed automatically terminated by operation of law by Agile pursuant to Article 1456 of the Italian Civil Code, upon simple written notice, which may be sent in accordance with the procedures set out in Art. 14 below, in the event of breach of the essential obligations established pursuant to the following articles:

– (License to use and prohibition on sublicensing); 3.3. (Obligations and limitations on use); 4.1 and 4.2 (Fees and economic conditions - Payment obligation and solve et repete); 7.2 and 7.3 (Confidentiality and safekeeping of credentials; theft or loss of credentials); 8.2 (Use of the Client's name, distinctive signs and content - representations and warranties); 9.1 (Transparency and compliance with the applicable provisions in force regarding the protection of personal data); 10.2 (Client's obligations regarding consent and transparency towards recipients); 11.5 (Compliance with the Provider Terms); 12.3 (Obligations of truthfulness, accuracy and compliance of the Client); 12.4 (Liability for published content and information); 16.3 (Limitations on the use of trademarks and distinctive signs); 20.2 (Assignment by the Client); 21.3 (Costs borne by the Client for Betas); 30.2 (Confidentiality obligations of the Receiving Party) of this Agreement;

– where applicable, 2 (Purpose), 3 (Rate and payment procedures), 6 (Personal data of recipients and use of the Service), 8.1 (Obligations of truthfulness, accuracy and legal compliance of messages), 9.5 (Prospect List Service - Limitations on use) and 9.7 (Prospect List Service - Client's obligations) of Annex A;

– where applicable, 1.4 (Obligation of lawful use of name and distinctive signs); Article 1.8 (Prohibitions on the content of Communications) and Article 7.1 (Prohibition on resale), of Annex B;

– where applicable, 2.1 (License to use), 2.4 (Client's obligations), 2.6 (AI Assistant usage policy), 8.4 (Prohibitions), 8.6 (Client's duties regarding the proper use of the AI Assistant), 8.13 (Client's verification obligation), 9.2 (Liability for breaches by the Client), of Annex C,

– where applicable, 5 (Client's obligations), 6 (Output and limitations of liability), 7 (Suspension and limitation of the Service) of Annex E;

– where applicable, 5 (Client's obligations and limitations of liability), 6 (Suspension of the Service) of Annex F;

– where applicable, 5 (Limitations of liability and Client's obligations), 6 (Suspension of the Service) of Annex G;

– where applicable, 1.3 (E-Commerce functionalities - Client's obligations), 5 (Liability for content and conditions of use), 6 (Reports, removal, disabling and suspension) of Annex H;

– where applicable, 5 (Liability and conditions of use), 6 (Suspension of the Service) of Annex I;

– where applicable, 5 (Output, limitations of liability and Client's obligations), 6 (Suspension of the Service) of Annex J;

as well as in the event that the Client becomes subject to insolvency proceedings or any other similar proceedings, including of a voluntary nature, should proceedings for winding-up or voluntary liquidation be commenced, or should a state of insolvency arise or, in any case, a serious and proven economic and financial difficulty such as to jeopardize performance of the contractual obligations.

6.2 Effects of termination. Termination of the Agreement, in the circumstances described above, shall occur automatically by operation of law upon receipt by the Client of the aforesaid notice conveying Agile's intention to avail itself of the express termination clause. In any case, Agile's right to demand payment of the periodic fee and of the Fees due pursuant to the Services referred to in the Annexes for the entire agreed period and/or to retain the same in full, even if not fully enjoyed, shall remain unaffected.

7.1 Access credentials. The Client shall have access to the Qlara Platform and the Services by means of personal credentials and/or other authentication tools made available or permitted by Agile, including, by way of example, user, role and permission management systems, federated authentication, Single Sign-On (SSO), OAuth and access through third-party providers. The Client is responsible for the proper management of the credentials, the authorized users, the related roles and the access permissions configured within its own account or workspace.

7.2 Confidentiality and safekeeping of credentials. The Client undertakes to maintain the highest level of confidentiality with respect to its own access credentials, thereby retaining responsibility for the safekeeping thereof: the Client shall accordingly be the sole party responsible for any damage caused by the unauthorized use, by third parties, of the aforesaid access credentials.

7.3 Theft or loss of credentials. The Client undertakes, in any case, to immediately inform Agile of any theft, loss or unauthorized appropriation of the access credentials by third parties, without prejudice, in such case, to Agile's right to proceed with the suspension of the Services referred to in Art. 18 of the Agreement below.

7.4 Two-factor authentication. In order to ensure greater security, where available, Agile recommends that the Client activate the two-factor authentication method available within the Client Area settings. It therefore remains understood that Agile shall not be liable for any damage or loss suffered by the Client or by third parties, where such harm could have been avoided through the use of the aforesaid two-factor authentication method recommended by Agile.

8.1 Use of the Client's name and distinctive signs. The Client authorizes Agile to use its own name, denomination, logo and distinctive signs in presentations, marketing materials and communications, client lists and references, case studies, press releases and financial reports, including as published on the website, on the social profiles and channels and on the other digital channels of Agile, for the purpose of indicating the Client among its clients and promoting the Qlara Platform and the Services. Save for the watermark referred to in Art. 6.2 of Annex C of this Agreement, use by the Client of the logo, trade name and any other distinctive sign relating to Agile, the Qlara Platform or the AI Assistant shall be subject to prior request by the Client in written form and authorization, always in written form, by Agile.

8.2 Visibility in app. Should Agile make available an application, portal or directory addressed to End Users, the Client may be made visible therein. In such case, the Client hereby requests and already authorizes Agile to publish and make accessible its own name, logo, description, locations, services and/or products, availability and content, for the purpose of enabling the search for, contact with, and booking or purchase by, End Users, as well as to enable the related interactions and communications by means of the Qlara Platform. The Client represents and warrants that it holds all rights, powers, authorizations and legal bases necessary for the publication and use by Agile of the aforesaid information, content, distinctive signs, images, products and services. Agile acts solely as a technology provider, is not a party to the relationships between the Client and the End Users, and does not guarantee any level of visibility, traffic, contacts or results. The Client is solely responsible for the content and information published, for the lawfulness, accuracy and updating thereof, as well as for the management of interactions, bookings and orders with End Users and for compliance with applicable law, and undertakes to indemnify and hold harmless Agile pursuant to Art. 12.4. Access to and use of the application, portal or directory by End Users are subject to dedicated terms of use and notices, made available by Agile.

9.1 9.1. Notice and transparency. With reference to the Personal Data relating to the respective legal representatives, employees, collaborators, contact persons and authorized users involved in the negotiation, execution, performance and management of this Agreement, each Party acts as an autonomous Controller and processes such Personal Data in compliance with the applicable data protection legislation in force from time to time. Information concerning the processing carried out by Agile as autonomous Controller, including that connected with registration, account management, performance of the contractual relationship, invoicing, security, abuse prevention and compliance with statutory obligations, is available in the privacy notice published at https://agiletelecom.com/privacy-policy/

10.1 Roles of the Parties in the processing. With reference to the processing of Personal Data relating to the Parties, Agile and the Client shall each act, reciprocally, as Controller. With reference to the Personal Data processed by Agile on behalf of the Client in connection with the provision of the Qlara Platform and the Services, the Client acts as Controller and Agile acts as Processor, complying with the Client's documented instructions and with the provisions of the "Data Processing Agreement" referred to in Annex D. It remains understood that any processing in respect of which Agile acts as autonomous Controller, or in a different legal capacity, shall be expressly identified in this Agreement, in the relevant Annex, in the Online Order or in the applicable privacy documentation.

10.2 Client's obligations as Controller. The Client represents and warrants that it has identified and maintains an appropriate legal basis for the processing of the Personal Data entered, collected, uploaded or otherwise processed by means of the Qlara Platform and the Services, and that it has provided data subjects with all the information required by applicable law. This obligation applies, by way of example, to recipients of messages and campaigns, to users who interact with chatbots or virtual assistants, to persons who make bookings or purchases, as well as to data subjects whose Personal Data are collected through forms, landing pages, QR codes, loyalty programs or further functionalities made available through the Qlara Platform. The Client further remains responsible for informing data subjects regarding the use of Agile and of any providers engaged for the provision of the Services, within the limits required by applicable law. Should it activate tracking, statistical analysis or interaction monitoring functionalities, the Client undertakes to provide the necessary notices and to obtain any consents or identify another appropriate legal basis, where required by applicable law.

11.1 API and Third-Party Services. Agile may make available to the Client access to certain APIs ("API") in order to enable the integration of the Qlara Platform and the Services with third-party applications or with the Client's proprietary applications ("Third-Party Services"). Such integrations may include, by way of example, the export of content and the sending of communications to external platforms. The Client's use of Third-Party Services is subject to a separate agreement between the Client and the respective provider of the Third-Party Service (the "Third-Party Provider"), and Agile is not, and shall in no case be deemed to be, a party to such agreement nor a third-party beneficiary thereof. Consequently, the warranties set out in this Agreement and the relevant Annexes do not apply with reference to the Third-Party Services, and Agile does not undertake to provide technical support or maintenance activities for the connected applications, whether provided by third parties or developed by the Client. The use of the Third-Party Services occurs exclusively at the Client's risk. The Third-Party Provider is solely responsible for the Third-Party Service, the content, performance and security thereof, as well as for the protection of the privacy and security of any Client data processed or otherwise involved, directly or indirectly, by the use of such Third-Party Services. It remains understood that any connection with third-party services or applications entails the exclusive application of the terms and conditions of use established by the respective providers, in respect of which Agile assumes no liability. The Client is required to verify the compliance of such integrations with applicable law and with its own contractual obligations. Unless otherwise provided, should the Client choose to avail itself of the Third-Party Services, the following provisions shall apply: (i) the Third-Party Services are subject and subordinate to the terms, conditions and limitations imposed by the respective providers; (ii) in no case shall Agile be liable for the failure or improper functioning of the Third-Party Services; (iii) should the providers of the Third-Party Services modify, suspend or discontinue the provision of the Third-Party Services, Agile may consequently modify, suspend or discontinue the Client's access to such services, without any obligation of prior notice and without incurring any costs, charges or expenses, simply by providing notice to the Client; and (iv) in any case, since the Third-Party Services are provided by means of the involvement of third parties, and are not essential services for the functioning of the Qlara Platform and the Services, the Third-Party Services may at any time not be made available, temporarily or permanently, for use by the Client, without any obligation of prior notice, simply by providing a service notice to the Client. The Client therefore hereby waives any claim whatsoever against Agile in relation to the impossibility of using such services and/or to modifications thereof.

11.2 Sharing of data with Third-Party Providers. Should the Client activate, integrate or use Third-Party Services in connection with the Qlara Platform and the Services that are the subject of this Agreement, the Client authorizes Agile to share — to the extent strictly necessary for the use of the Third-Party Service — the data, configurations, content or output generated through the Services (including any Personal Data and Aggregated Data) with the relevant Third-Party Provider. It remains understood that such Third-Party Services are subject exclusively to the terms and conditions of the respective provider, and that Agile assumes no liability with regard to the use, security, processing of data or any malfunctions attributable to the Third-Party Provider, nor to any improper use of the information shared by the latter.

11.3 Automated generation of content by means of AI. In connection with the use of the Qlara Platform, functionalities for the automated generation of images, audiovisual content or other digital content by means of artificial intelligence systems provided by Agile and/or by third-party providers integrated into the SaaS Platform may be made available. The Client acknowledges that such functionalities make use of models, infrastructures, APIs and technologies that may be developed, managed or made available by third parties, and that the related characteristics, technical limitations, service levels and conditions of use may depend on such providers. The output generated by means of such functionalities is produced automatically on the basis of the inputs, instructions and content provided by the Client and, accordingly, Agile exercises no prior control over the same, nor does it warrant that such output is accurate, complete, original, exclusive, error-free or suitable for the specific purposes pursued by the Client. The Client remains solely responsible for the verification, review and use of the output generated by means of such functionalities prior to publication, dissemination or use thereof vis-à-vis third parties. The Client further acknowledges that identical or substantially similar content may also be generated for other users, and that Agile does not warrant that the output does not infringe intellectual property rights, image rights, personality rights or other rights of third parties. Agile reserves the right to modify, replace, limit or deactivate the aforesaid functionalities, as well as the related models, technological components or providers, at any time, for technical, operational, security, regulatory or commercial reasons.

11.4 Payment services. Should the Services enable the Client to collect payments, deposits or fees from its own End Users (by way of example, in connection with bookings, orders or other services offered by the Client), such payments are processed through a third-party payment service provider, which operates as an autonomous entity and/or payment service provider in accordance with its own terms and conditions, to which the Client is required to adhere. Agile makes available exclusively the technical integration and does not retain the complete data of the payment instruments; Agile may process, as Controller, exclusively the data connected to the transaction that are strictly necessary (by way of example, the transaction identifier, amount, status and outcome of the transaction, any refunds, data necessary for reconciliation). The Parties acknowledge that: (i) the third-party payment service provider acts as an autonomous Controller in relation to the data of the payment instruments and to the activities of payment processing, authentication, fraud prevention and compliance with its own statutory and regulatory obligations (including the PCI-DSS standards), in accordance with its own privacy notice; (ii) Agile processes, as autonomous Controller, solely the data connected to the transaction that are strictly necessary as indicated above; (iii) the Client remains the autonomous Controller in relation to the relationships with its own End Users and to the data collected in the course of its own activity; (iv) to the extent that the third-party payment service provider processes Personal Data on behalf of Agile and/or of the Client in connection with ancillary activities (by way of example, the payment and transactional reporting made available to the Client), such processing is governed by Annex D – Data Processing Agreement (DPA) and by the relevant Appendix 3, without prejudice to the provider's capacity as autonomous Controller in relation to the activities referred to in point (i). The management of the relationships with End Users with respect to fees, refunds, chargebacks and disputes, as well as compliance with the conditions of the payment service provider, remain the exclusive responsibility of the Client. Agile assumes no liability in relation to the functioning, availability, security or outcomes of the payment service provided by the third-party provider.

11.5 Conditions applicable to integrated third-party components and functionalities. Without prejudice to the provisions of Art. 11.1 with reference to the Third-Party Services activated, integrated or used directly by the Client, the Qlara Platform and the Services may integrate or make available, including by means of Agile, specific services, components, infrastructures, APIs, models, functionalities or other technological resources provided by third parties and necessary or ancillary to the provision or use of certain functionalities or Services (the "Integrated Third-Party Components"). The Integrated Third-Party Components are distinct from the Third-Party Services referred to in Art. 11.1 and do not, in themselves, give rise to the establishment of a direct contractual relationship between the Client and the relevant third-party provider. Should Agile, in connection with a specific Integrated Third-Party Component, be required to make applicable to the Client terms, conditions, policies, technical, security or compliance requirements, usage limitations or further requirements established by the relevant third-party provider (the "Provider Terms"), such Provider Terms shall be made available to the Client, where possible, through the Qlara Platform, the Online Order, a reference or a link, prior to the activation or first use of the functionality or Service concerned. The Provider Terms made applicable pursuant to this article constitute an integral part of the rules governing the functionality or Service concerned, and the Client undertakes to be aware of, comply with and conform to the updates thereto. Amendments, updates or supplements to the Provider Terms shall apply to the Client without the need to amend this Agreement or the relevant Annexes, to the extent that they are binding on Agile or necessary to keep the functionality or Service concerned available, secure or compliant, and have been made accessible to the Client, without prejudice to the provisions of Art. 14 for the cases governed therein. In the event of conflict or inconsistency between the provisions of this Agreement and/or the relevant Annexes, on the one hand, and the Provider Terms, on the other hand, the latter shall prevail exclusively with reference to the functionality or Service concerned and to the extent strictly necessary to enable the provision, use or compliance thereof with the requirements imposed by the relevant provider. It remains understood that Agile does not control the Provider Terms and does not warrant the content, continuity or stability thereof over time. Failure by the Client to comply with the Provider Terms validly made applicable pursuant to this article constitutes a breach of this Agreement. It remains understood that any processing of Personal Data carried out by third-party providers on behalf of Agile or of the Client in connection with the provision of the Services is governed by Annex D and the appendices thereto, where applicable.

11.6 Creative Commons images and third-party stock content. In connection with the Qlara Platform and/or the Services, Agile may make available to the Client a repository of images distributed under a Creative Commons license and/or of images, content or stock assets of third parties (the "Images"), including by means of integrations with various third-party provider platforms, as made available from time to time. Neither Agile nor any company of the Agile group issues any warranty, express or implied, as to the ownership or content of the images, the rights of use or the restrictions relating thereto, or as to the security, lawfulness, performance, accuracy or reliability thereof. Agile disclaims all liability in relation to any claim that the Client or any other person may raise regarding the images or the use thereof by the Client. The Client is solely responsible for the use of the Images and for any loss or liability connected with or arising from such use. Should the Client use the Images in connection with the Qlara Platform and/or the Services, the Client undertakes to comply with the terms and conditions of the third parties making the Images available, as set out on the websites of such third parties, it being understood that the provisions of Art. 11.5 shall also apply to such terms. The Client further acknowledges and accepts that certain usage data relating to the Images may be shared with such third parties. Without prejudice to the provisions of Art. 12.4, the Client undertakes to indemnify, defend and hold harmless Agile from any loss, damage, cost, charge or expense suffered or incurred in connection with any action, claim or dispute brought by third parties arising from or otherwise connected with the use of the Images.

11.7 Sponsorships and advertising campaigns on third-party platforms. Should the Qlara Platform enable the Client to create, manage or sponsor content through third-party advertising platforms (by way of example, Meta, Instagram and TikTok), such platforms constitute Third-Party Services pursuant to Arts. 11.1 and 11.5 above. The Client acknowledges and accepts that: (i) the advertising budget and the related fees are due and paid directly by the Client to the respective platforms, in accordance with the terms, conditions and rates thereof, to which the Client is required to adhere; (ii) Agile is not a party to the advertising relationship between the Client and the platform, does not manage or collect the advertising budget, and does not guarantee any result, coverage, visibility or performance of the campaigns; (iii) the Client is solely responsible for the sponsored content, for the lawfulness thereof and for compliance with the advertising policies and requirements of the platforms, as well as with applicable law regarding advertising and commercial communications, and undertakes to indemnify and hold harmless Agile pursuant to Art. 12.4; (iv) Agile assumes no liability for suspensions, refusals, removals, limitations or blocks imposed by the platforms in relation to the Client's accounts or content.

12.1 Agile's representations and warranties. Agile represents and warrants that it: (a) has full power and authority to enter into and perform this Agreement in its entirety; and (b) is a party authorized pursuant to Art. 11 of Legislative Decree No. 259/2003, as subsequently amended and supplemented.

12.2 Limitation of Agile's liability. Save in cases of wilful misconduct or gross negligence, and without prejudice to Art. 1229 of the Italian Civil Code, Agile's overall and aggregate liability arising out of or in connection with this Agreement and the relevant Annexes, for the entire duration and on any grounds whatsoever, shall in no case exceed the lesser of (a) €10,000 (ten thousand euros) and (b) the amount paid overall by the Client to Agile for the Services in the 12 (twelve) months preceding the event giving rise to the liability. Should the damage occur before the elapse of the first 12 months of the Agreement, the fee shall be re-parametrized proportionally to the 12 months indicated above, based on the number of months elapsed. Agile shall be liable exclusively for direct, specific and proven damages attributable to it, with the express exclusion, to the extent permitted by law, of indirect or consequential damages, loss of profit, loss of goodwill or business opportunities, and damages arising from business interruption. With reference to the Free Version referred to in Art. 23, the provisions set out therein shall apply.

12.3 Client's representations and warranties. The Client represents and warrants: (i) that all information provided by the Client to Agile is complete, accurate and up to date, including the contact details provided to Agile, as well as all information, configurations, technical and operational data provided in connection with the activation and use of the Services and the related modules; (ii) that the Service will be used in compliance with the applicable statutory and regulatory provisions, including, by way of example and without limitation, with reference to the legislation applicable from time to time regarding the processing of Personal Data; (iii) that it is entitled to authorize, and that it does authorize, Agile to exercise all rights necessary to give full effect to the Services and the Agreement. Nothing in this article shall limit or exclude the liability of either Party for wilful misconduct or gross negligence.

12.4 Client's indemnification obligation. In consideration of the nature and characteristics of the Qlara Platform, the Services and the functioning thereof, the Client, including in its capacity as the party liable for the acts of its own employee, agent or auxiliary pursuant to Arts. 1228 and/or 2049 of the Italian Civil Code, undertakes to hold Agile fully harmless and to indemnify Agile in the event that the latter is requested or required, whether directly or jointly and severally, whether out of court or in court, to pay amounts, by way of example and without limitation, by way of damages, indemnity, or penalties (whether criminal, administrative, tax-related or of another nature) in connection with the content of any communication, message, campaign and/or information transiting through or otherwise transmitted via the Services, the lawfulness thereof, as well as the conduct engaged in by the Client, by its personnel, employees, collaborators, by end customers, or in any case by any person for whose conduct the Client is required to answer by law or contract. The indemnification obligation under this article shall further include any claim, damage, penalty, cost or liability arising from: (i) Input, prompts, assets, images, trademarks, logos, materials, data or content uploaded, provided, selected or approved by the Client; (ii) Output generated through AI functionalities and subsequently used, modified, approved, published, transmitted or made available by the Client; (iii) infringement of intellectual property rights, image rights, personality rights, advertising or marketing regulations, unfair competition, or third-party platform policies; (iv) removal, alteration or compromise of watermarks, metadata, AI markers or disclosures; (v) failure to provide notice or disclosure to End Users where required by applicable law. Civil, administrative and criminal liability in relation to the information and content published through the service offered by Agile shall further remain the exclusive responsibility of the Client (save for mandatory statutory provisions).

12.5 Delivery of communications. The transmission of SMS, messages, communications or campaigns through the Services constitutes an obligation of means and not of result. Communications shall be deemed sent at the moment they are transmitted by the SaaS Platform to the scheduled destination, and the related Fees shall in any case remain due as from that moment, regardless of actual delivery to the recipient. Agile does not guarantee delivery of the communications, delivery times, or the availability or accuracy of the related delivery receipt, and shall in no way be liable, whether directly or indirectly, for failed, partial or delayed delivery, or for the absence of a delivery receipt, resulting from factors not attributable to Agile, including, by way of example, third-party providers, operators, aggregators, carriers, recipient servers, anti-spam systems, blacklists, security policies or recipient configurations. The specific technical and operational implementations of this principle are set out in the relevant Annexes.

13.1 13.1. Assistance and support. Agile provides the Client with standard technical assistance services ("Support Services") in accordance with the best practices adopted by Agile, by means of opening a ticket at help@agiletelecom.com or completing the contact form available at the page https://agiletelecom.com/contact-us/#contact-form, in relation to the Qlara Platform and the activated Services, within the limits and in accordance with the procedures established by Agile and/or the selected Plan from time to time.

13.2 Data backup. The Client is solely responsible for the backup of its own data, content and configurations used or processed through the Qlara Platform and the Services. Agile assumes no obligation or liability for any loss, alteration, destruction, damage, corruption or failure to recover such data, and does not retain a copy thereof beyond the discontinuance, for any reason, of the Agreement or of the relevant Service, save for the retention obligations provided for by law. The Client is required to make, at an adequate frequency and under its own exclusive responsibility, complete, intact and up-to-date backup copies of the data, content, configurations and materials used or processed through the Platform and the Services, retaining them on systems or media separate from those made available by Agile, and is further required to perform a complete backup prior to any intervention, modification, update or activity that may affect data, content or configurations. Agile assumes no liability for the loss, alteration, damage or failure to recover the Client's data or content to the extent that such harm could have been avoided through the adoption of adequate backup measures.

13.3 SLA. Agile shall make commercially reasonable efforts to ensure the availability of the Qlara Platform for at least 99% (ninety-nine percent) of the time on a monthly basis (the "Service Level"), it being understood that availability means that the Qlara Platform is accessible to and usable by the Client in substantial conformity with the technical documentation. The Service Level relates exclusively to the availability of the Qlara Platform as an access environment and does not extend to the individual Services, functionalities, modules or channels, nor to the components, models, APIs or infrastructures made available by third-party providers pursuant to Arts. 11.1, 11.3 and 11.5, for which Agile provides no availability warranty, save as otherwise and expressly provided in the relevant Annexes. Periods of unavailability due, in whole or in part, to the following shall not be counted for the purposes of calculating the Service Level: (a) acts or omissions of the Client or non-compliant use of the credentials; (b) malfunctions or errors attributable to the Client; (c) the Client's internet connectivity; (d) force majeure events pursuant to Art. 17; (e) failures, interruptions or problems relating to software, hardware, systems, networks, infrastructures or elements not provided by Agile, including the Third-Party Services; (f) scheduled maintenance, in relation to which Agile shall make every reasonable commercial effort to provide the Client with at least 2 (two) days' prior notice; (g) suspension, limitation or discontinuance ordered pursuant to the Agreement or the relevant Annexes. This article does not apply to the Betas (Art. 21) nor to the Free Version (Art. 23), which remain without any availability warranty.

14.1 Form and procedures for communications. Any notice, communication and/or other documentation concerning, or relating to, this Agreement shall be in written form and, unless otherwise specified, may be given by means of (i) hand delivery, confirmed by a formal receipt signed by the receiving Party, or (ii) dispatch by express courier and/or registered letter with return receipt, or (iii) certified email (PEC), confirmed by a formal delivery receipt, or (iv) email (or another method expressly agreed between the Parties), to the points of contact that each Party may communicate to the other in accordance with the foregoing provisions - which the Parties acknowledge as elected domiciles for the purposes of receipt of the aforesaid communications and/or documentation.

14.2 Communications to the Client and contact details. Any communication addressed to the Client shall be deemed validly and effectively made at the time it is transmitted by Agile to the last email or physical address communicated by the Client, or made available through the Client's account. The Client acknowledges and accepts that, for the purposes of the communications provided for under this Agreement, Agile may refer to any email or physical address associated with the Client's account, including those relating to the principal contact person, the billing contacts, the account holder's profile or other contacts otherwise attributable to the account.

14.3 Time of receipt. Any communication sent in accordance with the provisions of this article shall be deemed received by the relevant recipient: (i) in the case of hand delivery, on the day of receipt; (ii) in the case of dispatch by courier or by registered letter with return receipt, on the date of signature of the return receipt; (iii) if by certified email (PEC), on the date and at the time indicated in the receipt issued by the certified email server; (iv) if by email, at the time of sending thereof.

14.4 Validity of electronic communications. The Parties agree that: (a) communications in electronic format shall be considered as "written" whenever applicable law requires the so-called "written form" as necessary; and (b) evidence in electronic format shall be admissible in court or in any other quasi-judicial proceeding between the Parties.

15.1 Unilateral amendments. Agile reserves the right to unilaterally amend this Agreement, including the relevant Annexes, at its own discretion. Each amendment shall take effect as from the date of the relevant notice to the Client, to be given by email to any of the contacts available at Agile or by means of a notice published within the Qlara Platform. The provisions of this article constitute the general and uniform rules governing amendments and apply to every amendment to the Agreement and the relevant Annexes, with the exception of: (i) variations in the Fees and economic conditions of the SMS Service (Annex A) and of the Additional Channels (Annex B), governed by the relevant Annexes and by Art. 4.3, which shall prevail pursuant to Art. 2.2; and (ii) amendments, suspensions or interruptions arising from or consequent upon variations by third-party providers, governed by Arts. 11.3 and 11.5, the amendments to which remain governed exclusively by the provisions set out therein.

15.2 Tacit acceptance. Subsequent use, including partial use, of the Services by the Client shall constitute tacit acceptance of the amendments made.

15.3 15.3. Right of withdrawal for amendments. Should the Client not intend to accept the amendments made to the Agreement, and/or to one of the Annexes and/or to a specific Service, it may withdraw from the entire Agreement, with discontinuance of all Services. The withdrawal must be communicated to Agile by sending a written statement by certified email (PEC) to agiletelecom@pec.it , no later than 10 (ten) days from receipt of the aforesaid notice of amendment. In the event of failure to exercise the right of withdrawal within the indicated term, the amendments shall be deemed definitively accepted and fully effective. Any late communications by the Client shall not be accepted, and the communication shall be deemed a notice of non-renewal of the Agreement as from the first natural expiry date of the Agreement itself, and the Client shall accordingly be required to pay the entire Fee up to the expiry date.

16.1 Ownership of Agile's rights. The Client acknowledges and accepts that Agile owns all rights, titles and interests relating to all intellectual property associated with the provision of the Qlara Platform and the performance of the Services, including, by way of example but without limitation, the Agile website, brand, content, as well as any source code and object code. This Agreement shall never be construed as a grant of license or transfer of ownership of the rights held by one Party over the distinctive signs or over the patents, models and designs mentioned above in favor of the other Party.

16.2 No license over Agile's trademarks. Save as otherwise agreed in writing between the Client and Agile, no provision of the Agreement shall grant the Client the right to use any of the trade names, trademarks, service marks, logos, domain names and other distinctive signs of Agile's brand.

16.3 Registered trademarks and prohibition on use. Agile Telecom and Qlara are registered trademarks. Save with the express written authorization of Agile, the Client is prohibited from using, reproducing, modifying, registering or otherwise exploiting the "Agile Telecom" and/or "Qlara" trademark, or any other distinctive sign attributable to Agile and/or the Qlara Platform, in any form or manner whatsoever, including in combination with other trademarks or signs. Any unauthorized use of the trademarks shall constitute an infringement of Agile's industrial property rights and shall be prosecuted in accordance with the law.

17.1 Force majeure. Agile shall in no way be held liable for breaches of this Agreement arising from causes beyond its reasonable control or from causes of force majeure or unforeseeable circumstances, such as, by way of example and without limitation, civil unrest, acts of terrorism and war, health emergencies and pandemics, strikes, riots, tornadoes, hurricanes, floods, fires, landslides, subsidence, shortages of hardware components, acts or policies of third-party providers preventing the use of the Qlara Platform and the provision of the Services, as well as unforeseen regulatory changes rendering performance thereof unlawful or excessively onerous. Furthermore, Agile shall in no way be held liable for the malfunctioning of the Qlara Platform and the Services, or for the impossibility or difficulty of carrying out the ancillary services, arising from the responsibility of the operators of telephone lines, electrical lines, and worldwide and national networks, by way of example but without limitation, as a result of failures, overloads, interruptions, etc. In the event of interruption of the Services due to a force majeure event, Agile shall give immediate notice thereof to the Client, as well as of the cessation thereof. Should the events referred to in this article last for more than three months, either Party shall be free to withdraw from the Agreement, by means of written notice to be sent at least 15 days prior to the effective date of the withdrawal: (i) by Agile, by certified email (PEC), or registered letter with return receipt or email to the address indicated for such purpose by the other Party, or (ii) by the Client, by certified email (PEC) or registered letter with return receipt.

18.1 Grounds for suspension. Agile may, for the time necessary to resolve the problem, suspend the provision of the Qlara Platform and the Services in the event of temporary malfunctions of the electrical network and/or hardware failures. Agile shall further be entitled to suspend the Qlara Platform and the Services in the event of suspected unauthorized fraudulent use or use in a manner inconsistent with the obligations established at a contractual or regulatory level, as well as in the further cases that may be identified in the Annexes. Agile may further suspend, limit, block or disable, including without prior notice, access to specific content, campaigns, functionalities or Services should it find, or have reasonable grounds to believe, that content, data, configurations or activities of the Client are unlawful, infringe the rights of third parties, conflict with this Agreement, with the Annexes, with the policies of third-party providers, or are liable to compromise the security, integrity, availability or reputation of the Services or of the infrastructures used for the provision thereof.

18.2 Restoration of the Service. It remains understood that, should it suspend the Services, Agile shall take all actions necessary to restore the same in the shortest possible time, unless such suspension results from suspected fraudulent use, in which case the Service shall be restored only once the cause of suspension has been removed.

18.3 Request for information and documentation. Agile reserves the right to request from the Client, at any time, information, clarifications, statements, evidence or documentation reasonably deemed necessary for the purposes of verifying compliance of the use of the Qlara Platform and the Services with this Agreement, the relevant Annexes, applicable law, as well as with the policies, terms of use, technical or compliance requirements of the third-party providers involved in the provision of the Services. The Client undertakes to provide what is requested in a timely, complete, truthful and up-to-date manner, within the term indicated by Agile. Failure to transmit, within the assigned term, the information or documentation requested pursuant to this article, or the transmission of information or documentation that is incomplete, inaccurate, not up to date or otherwise unsuitable, shall entitle Agile to suspend, limit, block or disable, in whole or in part, access to and use of the Qlara Platform, the Service or the Services concerned and, in the more serious cases or in the event of persistent breach, to terminate the Agreement pursuant to Art. 6, without prejudice to any further remedy provided for under this Agreement and the relevant Annexes.

19.1 Tax burdens. All tax burdens arising from this Agreement, including any registration tax, stamp duty or other indirect taxes, shall be borne by the party required by law to fulfil the relevant obligation, it being understood that each party shall be responsible for the payment of the direct taxes relating to the compensation due to it.

20.1 Assignment by Agile. Agile shall have the right to assign or otherwise transfer to third parties, in whole or in part, the rights and obligations arising from this Agreement and the relevant Annexes, including in favor of controlling, controlled or affiliated companies or companies belonging to its own group, of companies including newly incorporated companies, as well as in connection with transactions involving assignment, contribution-in-kind, merger, demerger or other transfer, on any grounds whatsoever, of the business or of a business unit to which the Agreement, the Qlara Platform and the Services pertain. The Client hereby gives, pursuant to and for the purposes of Art. 1407 of the Italian Civil Code, its prior consent to such assignment or transfer, which shall take effect against it from the moment it is notified thereof by Agile or by the assignee in accordance with the procedures set out in Art. 14, without the need for any further acceptance or formality. As a result of the assignment or transfer, and by way of derogation from Art. 1408 of the Italian Civil Code, the Client releases the assigning Agile from the obligations arising from the Agreement, with effect from the effective date of the assignment. To the extent permitted by law, should the transaction be carried out by means of the transfer of a business or of a business unit, the Client waives the right to invoke the withdrawal for good cause referred to in Art. 2558, second paragraph, of the Italian Civil Code. The assignment or transfer may also cover the data, configurations and relationships connected with the Qlara Platform and the Services, without prejudice to the application of the legislation on the protection of Personal Data, of Annex D, and of any notices due to data subjects.

20.2 20.2. Assignment by the Client. The Client shall have the right to assign and otherwise transfer the rights and obligations arising from this Agreement and the relevant Annexes only with the prior written consent of Agile, by means of notice to Agile via certified email (PEC) to agiletelecom@pec.it Agile shall be entitled to request the completion of additional documentation in order to authorize the assignment of the Agreement and the relevant Annexes. In any case, in accordance with the provisions of Article 1408 of the Italian Civil Code, Agile hereby declares in advance that it shall not release the assigning Client and that it retains the right to take action against it should the assignee fail to perform the obligations assumed. Should the Client fail to perform the obligations set out in this article, Agile may terminate the Agreement by operation of law without any obligation to reimburse amounts relating to periods of service not enjoyed.

21.1 Beta: scope and license to use. Should the Client be granted access to the Services or to certain functionalities of the Services and of the Qlara Platform in alpha, beta or early-access version (collectively, the "Beta"), use thereof shall be permitted exclusively for the Client's internal evaluation purposes, during the period indicated by Agile (or, in the absence of any indication, for a maximum of 90 days). Participation in the Beta is optional, and either Party may discontinue use thereof at any time, with or without reason. The Beta may be non-operational or incomplete, or may contain functionalities that Agile may never release in a definitive version. Information relating to the functionalities and performance of the Beta constitutes Confidential Information of Agile. Save as provided for in this Agreement, Agile grants the Client a non-exclusive, revocable, non-transferable and non-sublicensable license to use the Beta exclusively for internal testing and evaluation purposes, in accordance with any technical documentation provided. The Beta is not subject to any warranty in accordance with the "Service Levels" referred to in this Agreement and/or the relevant Annexes.

21.2 Exclusion of warranties regarding the Beta. Notwithstanding any provisions to the contrary contained in this Agreement, Agile provides no warranty in relation to the Beta, nor does it guarantee any form of assistance or indemnity; the Beta and any technical documentation are provided "as is", still in the testing and development phase; Agile disclaims, to the maximum extent permitted by applicable law, all express or implied warranties, including, by way of example but without limitation, warranties of merchantability, fitness for a particular purpose, satisfactory quality or non-infringement of third-party rights.

21.3 Costs and precautions borne by the Client. The Client is advised to adopt appropriate security measures to protect its own data, to act with caution, and not to rely on the proper functioning of the Beta or on any documentation that may be provided.

22.1 Trial period. Agile may offer free trial periods of the Qlara Platform and the Services to new Clients. Such trial period is to be understood as intended solely for the testing of functionalities, with possible limitations with reference to certain functionalities, the publication of content or the sending of campaigns to actual recipients. Each Client may make use of only one trial period.

Free version. Should Agile make available a free version or a free plan of the Qlara Platform and/or of the Services and/or of individual functionalities thereof (the "Free Version"), this is offered at Agile's exclusive discretion, without payment of any Fee and separately from the paid Plans. The Free Version may provide for reduced functionalities, usage limits, quantitative thresholds or other limitations established by Agile, which may also differ from those applicable to the paid Plans. The Free Version is provided "as is" and "as available", without any express or implied warranty, including, by way of example only and without limitation, the warranties of merchantability, fitness for a particular purpose, quality, accuracy, reliability, continuity, availability or non-infringement of third-party rights. The service levels (SLA), the availability warranties, the assistance or maintenance obligations, and any indemnification obligation that may be provided for under this Agreement and/or the relevant Annexes for the paid Plans, do not apply to the Free Version. To the maximum extent permitted by applicable law and save only in cases of wilful misconduct or gross negligence, all liability of Agile, whether direct or indirect, in relation to the provision, use or inability to use the Free Version is excluded, including any damages, loss or alteration of data, lost earnings, business interruptions or harm of any nature suffered by the Client or by third parties. In any case, the limitation of liability referred to in Art. 12 remains unaffected and is hereby deemed fully incorporated by reference. Agile reserves the right to modify, limit, suspend or discontinue the Free Version, in whole or in part, at any time, including without prior notice and without incurring any liability or indemnification obligation, including the related functionalities, thresholds and usage limits. The Client has no right to the conversion, continuation or retention of the Free Version, nor of the data, content or configurations relating thereto.

24.1 Aggregated Data. As established between the Parties, Agile holds all rights to the use of statistical information, data and the related analyses in aggregated, anonymized form or otherwise not attributable to the Client or to identified or identifiable natural persons, arising from the use of the Services, including the AI Assistant, by its Clients (the "Aggregated Data"). Agile may process, combine and transform the Personal Data processed in connection with the Services in order to generate Aggregated Data and, where technically possible and at its own discretion, shall adopt measures aimed at ensuring the aggregation and/or anonymization thereof, without this implying any obligation of absolute anonymization. The Client expressly authorizes Agile to use the Aggregated Data, without limitations of time or purpose, including, by way of example and without limitation, the improvement of its own products and Services and of the AI Assistant, the development of algorithmic functionalities, the training of artificial intelligence models, usage analysis, the prevention of fraud or improper uses, as well as statistical information purposes that may be published, always in aggregated form. The Aggregated Data remains the exclusive property of Agile. This article shall also apply with reference to the Aggregated Data generated in connection with the processing activity governed by Section 5.2 of Annex D.

25.1 Feedback and license. The Client may, on a voluntary basis or at Agile's request, provide comments, suggestions, proposals for improvement or other contributions relating to the Services ("Feedback"). The Client hereby grants Agile a perpetual, irrevocable, non-exclusive, transferable, sublicensable, worldwide and royalty-free license to use, reproduce, modify, distribute, communicate to the public, perform and display the Feedback, in any form and for any purpose connected with the development, improvement or promotion of the Services, or with the creation of new functionalities or services.

25.2 Gratuitousness and absence of obligation to use. The Client acknowledges that such license is granted free of charge, expressly waiving any economic claim, including future claims, in relation to the use of its own Feedback. Nothing in this Agreement obligates Agile to use or implement the Feedback received.

The Client acknowledges and accepts that Agile does not warrant that the content, websites, landing pages, communications or any other material created, customized, modified or published through the Services comply with the statutory provisions, regulations or technical standards regarding accessibility applicable from time to time, including, where relevant, Directive (EU) 2019/882 (European Accessibility Act) and the related national implementing provisions, the Web Content Accessibility Guidelines (WCAG), as well as any other requirement applicable to the Client by reason of the nature of its own activity, the recipients of the content or the context of use thereof. It therefore remains understood that the Client is solely responsible for the verification, validation and any adaptation of the content, websites, landing pages, communications and other materials created, generated, customized or published through the Qlara Platform and the Services, in order to ensure compliance thereof with the accessibility requirements applicable to its specific use case. Agile may not be held liable for any instances of non-compliance of such content or materials with the statutory provisions or technical standards applicable regarding accessibility. Without prejudice to the foregoing, Agile undertakes to make commercially reasonable efforts to design, develop and improve the Qlara Platform and the Services taking into account the generally recognized principles regarding accessibility and the evolution of industry standards and, within the limits of technical and operational feasibility, to implement product improvements suitable for facilitating the Client's compliance efforts. Such activities shall in no case constitute a representation, warranty or promise of compliance, nor shall they entail the assumption by Agile of an obligation to achieve specific results, certifications or levels of accessibility.

In connection with the Services, Agile may make available to the Client templates, forms, texts, clauses, privacy notices, consent-collection forms and other supporting documents (the "Templates"), including as generated by means of artificial intelligence systems, in order to facilitate the Client's operations and the activation of the related channels and functionalities. The Client acknowledges and accepts that the Templates are merely contractual and operational support aids, are provided "as is" and for purely illustrative purposes, and do not in any way constitute legal, privacy, tax or professional advice, nor any opinion, recommendation or warranty of compliance, adequacy, accuracy, completeness, currency or suitability with respect to the Client's specific activity, sector or particular case. The Templates are prepared on a generic basis and do not take into account the statutory, regulatory, ethical or operational particularities applicable to the individual Client, to the recipients or to the specific uses, including regulated sectors or sectors involving the processing of special categories of Personal Data. It therefore remains the Client's exclusive responsibility to verify, review, customize, supplement and adapt the Templates to its own activity and to applicable law, including, where appropriate, by availing itself of its own advisors. The Client is solely responsible for the use of the Templates, as well as for the content, data and configurations entered, published or communicated to third parties on the basis thereof. Agile assumes no liability in relation to the content of the Templates or the consequences arising from the use thereof, without prejudice to the mandatory statutory provisions applicable in the event of wilful misconduct or gross negligence. Should the Services provide for the possibility of selecting a default Template, the Client acknowledges and accepts that use thereof is subject to prior review and express acceptance of the specific warning made available by Agile, consistent with the provisions of this article.

28.1 Governing law. This Agreement, including the Annexes, is governed by and construed in accordance with Italian law.

28.2 Mandatory mediation. Any disputes relating to the interpretation, validity, effectiveness or performance of this Agreement, including the Annexes, that have not previously been referred to the Italian Communications Authority (AGCOM), pursuant to Art. 26 of Legislative Decree No. 259/2003, shall - where mandatory by law - preliminarily be submitted to a mandatory mediation attempt, pursuant to Art. 5(1-bis) of Legislative Decree No. 28 of 4 March 2010.

28.3 Competent court. In the event of an unsuccessful outcome of the mediation attempt, the dispute shall be referred exclusively to the competent jurisdiction of the Courts of Milan, to the exclusion of any other alternative or concurrent court.

29.1 Entire agreement. This Agreement, of which all the Annexes and the links indicated herein form an integral and substantial part, constitutes the entire set of agreements reached between the Parties in relation to the matters governed herein, and entirely supersedes any agreement, understanding, arrangement or negotiation, whether written or oral, that may have previously occurred between the Parties and concerning the subject matter of this Agreement.

29.2 Headings and titles. The headings and titles, including those in bold, of the individual articles and paragraphs within this Agreement and/or the Annexes are intended solely for ease of reference; they shall not be construed as restricting or limiting any of the terms of this document, nor as affecting the meaning or interpretation of this Agreement and/or the Annexes.

29.3 Tolerance and no waiver of rights. The fact that either Party tolerates, or fails to promptly enforce, the rights granted to it under one or more clauses of this Agreement shall never be construed as a general and tacit waiver by such Party of the rights due to it as a result of such breach, nor shall it prevent such Party from subsequently requiring the precise and strict observance of each and every contractual clause.

29.4 Partial invalidity. Without prejudice to the provisions of Article 1419 of the Italian Civil Code, should one or more clauses of this Agreement be or become invalid or ineffective under applicable law, or pursuant to decisions of the competent judicial authorities or arbitral awards, the validity and effectiveness of the remaining provisions of this Agreement shall in no way be prejudiced, unless such clause constituted a determining reason for the conclusion of this Agreement and, more generally, unless the suitability of this Agreement to achieve its purposes is thereby prejudiced.

30.1 Definition. "Confidential Information" means any information or data, of a technical, commercial, economic, financial, organizational, contractual or know-how nature, however communicated or made accessible by one Party (the "Disclosing Party") to the other (the "Receiving Party"), in any form and on any medium, in connection with the Agreement and the relevant Annexes, including, by way of example, information relating to the Qlara Platform, the Services, the functioning thereof, the functionalities and performance of the Beta, the code, the algorithms, the technical documentation, the prices and the economic conditions, as well as any information which, by its nature or by reason of the manner of communication, should reasonably be understood to be confidential.

30.2 Obligations. The Receiving Party undertakes to: (a) use the Confidential Information exclusively for the purposes connected with the performance of the Agreement; (b) not disclose it to third parties without the prior written consent of the Disclosing Party; (c) protect it with adequate security measures, in any case no less stringent than those adopted for its own confidential information; (d) limit access thereto to administrators, employees, collaborators, consultants and providers who have an actual need to know and who are bound by confidentiality obligations no less stringent.

30.3 Exclusions. The obligations set out in this article do not apply to information that the Receiving Party demonstrates: (a) to be in the public domain through no breach on its part; (b) to have already been lawfully in its possession prior to the disclosure; (c) to have been independently developed without use of the Confidential Information; (d) to have been lawfully received from a third party not bound by confidentiality obligations.

30.4 Mandatory disclosures. The Receiving Party may disclose the Confidential Information where required by law, by an authority or by an order of the judicial authority, giving - where permitted - prior and timely notice to the Disclosing Party and limiting the disclosure to what is strictly necessary.

30.5 Term. The confidentiality obligations apply for the duration of the Agreement and for the 3 (three) years following the termination thereof; for information constituting trade secrets under applicable law, the obligations shall remain in force for as long as such information retains the quality of a secret.

30.6 Return. Upon termination of the Agreement, or at the request of the Disclosing Party, the Receiving Party shall return or destroy the Confidential Information and any copies thereof, save for the retention obligations provided for by law.

30.7 Remedies. The Parties acknowledge that breach of the confidentiality obligations may cause serious and irreparable harm, entitling the Disclosing Party to seek, in addition to damages, any appropriate injunctive and urgent relief, without prejudice to the provisions of Art. 6.

The Client represents that, pursuant to and for the purposes of Arts. 1341 and 1342 of the Italian Civil Code, it has carefully read and expressly accepts the contractual clauses set out in the following articles:

– Art. 4.2 (Fees and economic conditions - Solve et repete and exclusion of the defence of non-performance); Art. 4.3 (Fees and economic conditions - Unilateral variation of Fees and payment terms); Art. 4.4 (Fees and economic conditions - Automatic renewal and recurring payment); Art. 4.5 (Fees and economic conditions - Credits and dynamic pricing of AI generations); Art. 5.3 (Duration, notice of non-renewal and withdrawal - Exclusion of the Client's right to withdraw ad nutum and related forfeitures); Arts. 5.4 and 5.5 (Agile's withdrawal and the related economic effects); 6 (Express Termination Clause); Art. 8.2 (Visibility of the Client in the app and in directories - Limitation of liability and indemnification); Art. 11 (API and Third-Party Services - Limitation of liability and suspension of functions); Art. 12 (Warranties and liability of Agile - Limitation of liability; Delivery of communications); Art. 13 (Support and SLA - Service levels and availability of the Platform; Data backup); Art. 14 (Communications and points of contact - communications in electronic form); Art. 15 (Amendments); Art. 17 (Force majeure - Limitation of liability and Agile's right of withdrawal); 18 (Suspension of the Services); Arts. 20.1 and 20.2 (Assignment of the Agreement - Assignment by Agile, prior consent, release of the assignor and waiver of withdrawal pursuant to Art. 2558 of the Italian Civil Code; assignment by the Client subject to Agile's prior written consent and non-release of the assignor); Arts. 21.1 and 21.2 (Beta - Limitation of liability); Art. 23 (Free Version - Limitation of liability); Art. 26 (Accessibility - Limitation of liability); Art. 27 (Templates and Support Forms - Limitation of liability); Art. 28 (Competent court); Art. 30.7 (Confidentiality - Injunctive and urgent relief) of the Agreement;

– Art. 2.2. (Provision of the business messaging service via alias); Art. 2.4 (Penalty clause); Art. 5 (Database); Art. 3.4 (Rate and payment procedures - Variations); Art. 3.5 (Rate and payment procedures - Termination and Suspension); Art. 4 (Duration, Notice of Non-Renewal and Withdrawal); Art. 6.3 (Personal data of recipients and use of the Service - Termination); Art. 7 (Service level agreement and Assistance); Art. 8 (Client's warranties and liability); Arts. 9.3, 9.6 and 9.8 (Prospect List Service - Limitations of liability and suspension) of Annex A;

– Art. 1.7 (Application of the Provider Terms; limitations, suspensions and modifications of the Additional Channels), Art. 3 (Intellectual property rights), Art. 5 (Liability), Art. 6.1 (Rates and payment) of Annex B;

– Art. 2.2 (Absence of information obligations in the event of modifications); Arts. 8.11, 8.12, 8.13, 8.14 (Limitation of liability regarding Output); Art. 9.2 (Limitation of liability for breach) of Annex C;

– Art. 11.4 (Ability to object to changes to Sub-processors); Art. 15.1 (Competent court) of Annex D;

– Art. 6 (Output and limitations of liability); Art. 7 (Suspension and limitation of the Service) of Annex E;

– Art. 5 (Limitations of liability); Art. 6 (Suspension of the Service) of Annex F;

– Art. 5 (Limitations of liability); Art. 6 (Suspension of the Service) of Annex G;

– Art. 1.3 (E-Commerce functionalities - Limitation of liability and indemnification); Art. 5.2 (Limitation of liability regarding content); Art. 6 (Reports, removal, disabling and suspension) of Annex H;

– Art. 5 (Limitations of liability); Art. 6 (Suspension of the Service) of Annex I;

– Art. 5 (Output and limitations of liability); Art. 6 (Suspension of the Service) of Annex J.

This Annex A governs the procedures for the activation, provision and use of the SMS Service (as further defined below) as defined in the Agreement, and constitutes an integral and substantial part thereof.

The provisions of this Annex A apply exclusively in the event of activation and/or use of the SMS Service by the Client, and only for the duration of the relevant provision thereof.

The SMS Service enables the Client to send SMS messages to End Users through the gateway made available by Agile, in accordance with the technical, operational and economic procedures indicated below.

1. DEFINITIONS

1.1 For the purposes of this Annex A, in addition to the definitions already contained in the Agreement, the following specific definitions relating to the SMS Service shall apply. Such definitions apply exclusively within the scope of this Annex and supplement, without replacing, those contained in the main body of the Agreement. It remains understood that further terms, where not already defined in this section, may be expressly defined in the body of this Annex A, and shall in such case have the meaning attributed to them in the relevant context.

A) "Alias": has the meaning given to it in Art. 2.2 of this Annex A.

B) "Alias Registry": has the meaning given to it in Art. 2.3 of this Annex A.

C) "Package" or "Rate": has the meaning given to it in Art. 3.1 of this Annex A.

D) "SMS" and/or "Messages": means short messages, i.e., concise messages with personalized or specialized content, or other information, of a length of up to 160 characters, sent directly to mobile telephone terminals and devices (including mobile telephony devices, pagers, or other mobile devices compliant with the GSM 03.40 standard) using the Service.

2. PURPOSE

2.1 Agile, in accordance with the terms and conditions defined herein, undertakes to provide the Client with the ability to use its own gateway for the transmission of SMS messages addressed to End Users (the "SMS Service").

2.2 The Client may send the purchased SMS messages by setting as sender an alphanumeric code composed of 11 characters, to be used in place of the decimal coding identifying the numbering used for the transmission of SMS messages ("Alias"), in compliance with the relevant statutory and regulatory rules regarding the use of Alias, with particular regard to the regulations and further implementing provisions adopted by Agcom, in force from time to time.

2.3 In this regard, the Parties expressly acknowledge that each of them, to the extent within its own competence, shall use its best efforts to ensure that End Users receive SMS messages with Aliases that have been previously registered in the relevant registry maintained by AGCom (the "Alias Registry"), as the case may be, by the Client, by Agile or by the party entitled to do so under the applicable rules currently in force, including those regarding intellectual property rights. Should the Client, by reason of its role, be unable to independently register the Aliases and request that Agile do so, (i) confirmation by Agile that the registration has been completed shall constitute a condition precedent for the transmission of SMS messages using the requested Alias, (ii) the Client shall provide Agile, for each Alias for which registration is requested, with the information and documents required by the regulatory rules on Aliases in force (e.g., documentation for identifying the natural person requesting the registration and information regarding the contact details that End Users may use to contact the Client, including a certified email (PEC) address), undertaking as of now to provide only accurate, truthful and up-to-date information and acknowledging as of now that such information may be published where necessary for the purposes of compliance with the aforesaid regulatory rules. Under no circumstances may the Client assign or grant the use of an Alias to other persons, unless permitted by the applicable regulations, nor may it use or request to use Aliases referring to public bodies or institutions of any nature (or their acronyms), as these are expressly reserved to such bodies or institutions or may otherwise constitute a violation of statutory provisions and/or third-party rights.

2.4 Should AGCom identify and notify either Party of non-compliance with the regulatory rules on the use of Aliases in connection with the provision of the SMS Service, resulting from failure to comply with the provisions of Art. 2.3 above, the Client acknowledges as of now that it shall, to the extent within its competence, promptly comply with any orders or formal notices issued by AGCom and that, in the event of failure to comply or delayed compliance, it shall pay Agile, for each day of delay, a penalty equal to the greater of 50% of the average Fee paid to Agile in the preceding 12 months and €250, in the event that the failure to comply with the provisions of Art. 2.3 above is disputed, and shall reimburse, euro for euro, the amounts of any penalties that may consequently be imposed by AGCom.

2.5 In the event of failure to register, or failure to confirm a previous registration of, the Alias in the Alias Registry, the Message may nevertheless be transmitted through the Service to End Users, but the Alias shall be replaced by a decimal numeric code, which shall appear as the sender of the Message.

2.6 The Parties acknowledge that, pursuant to and within the limits set out in this Annex A, it shall be the Client that drafts and/or transmits to Agile, under its own exclusive responsibility, the content of the Messages transmitted through the Service, and that manages, as Controller or, where applicable, Processor, the data of the End Users.

2.7 The Client declares that it is aware that Agile expressly prohibits the sending of messages falling within any of the following categories: (a) obscene messages and/or messages of a paedopornographic nature; (b) offensive messages or messages with content contrary to morality; (c) messages with content contrary to public order; (d) messages that infringe the rights of third parties; (e) messages containing material protected by copyright (e.g., images, videos, works, books and/or publications or parts thereof); (f) messages containing illegally held material (e.g., pirated software, unauthorized copies of software, files or programs of any kind, etc.); (g) messages inciting violence or hatred; (h) messages promoting the sale of services or goods that are illegal in the country of receipt and/or origin of the Communications or otherwise in conflict with Italian legislation; (i) messages introducing viruses, trojans or other harmful and illegal software; (j) messages otherwise deemed to be in violation of applicable rules and/or offensive to public order and/or public morality, in Agile's sole and unappealable judgment.

2.8 In no case shall SMS messages be sent to telephone numbers subject to specific or premium billing rates or to non-geographic numbers (by way of example and without limitation, numbers beginning with the prefixes 144/166/892/894/895/899). Should Agile provide, at the Client's request, a number for sending and/or receiving SMS messages other than an Alias, the Client declares that it is aware that the number assigned to it is and remains the property of Agile or of the third-party provider engaged by Agile.

3. RATE AND PAYMENT PROCEDURES

3.1 3.1. For the purposes of sending SMS messages, and save where a predetermined number of sendings and/or credits usable for such purpose is already included in the Plan selected by the Client, in the Online Order and/or in the applicable economic conditions, or save as provided for in Art. 4.5 of the Agreement regarding credits, the Client is required to first purchase a package, the price of which is expressed in euro (hereinafter, the "Package" and the "Rate"), viewable once registered and logged into its own Client Area at http://account.agiletelecom.com/user. It remains understood that, within the limits of the sendings and/or credits included in the Plan or in the Online Order, the sending of SMS messages does not require the prior purchase of a Package, without prejudice to the application of the Fees for sendings and/or consumption in excess thereof.

3.2 3.2. For each SMS message sent, the Client shall pay a unit price indicated at http://account.agiletelecom.com/user.

3.3 Save as otherwise provided by the Plan selected by the Client, by the Online Order and/or by the applicable economic conditions, and without prejudice to the provisions of Art. 4.5 of the Agreement regarding credits, once the pre-purchased Package has been exhausted, it shall no longer be possible to send further SMS messages until a new purchase is made, unless the parties have previously agreed upon a credit limit. It remains understood that, where a number of sendings and/or credits is included in the Plan or in the Online Order, the exhaustion thereof shall be governed by the provisions set out therein, including any application of the Fees for sendings and/or consumption in excess thereof.

3.4 By way of derogation from Art. 4.3 of the Agreement and by reason of the interconnection costs and of the operators involved in the SMS Service, the Client acknowledges and accepts that the amount in Euro charged for each message may be subject to variations. Any price variation shall be notified by Agile to the Client by email and shall be immediately applicable as from the date of the official notice sent by email.

3.5 The Client undertakes to pay the Fees due for the provision of the SMS Service within the times and in accordance with the procedures indicated in the "Online" order, if the purchase is finalized remotely through the E-commerce site. Should the Client fail to pay the Fees due, in accordance with the procedures indicated in the aforesaid order, Agile may, at its absolute discretion and at any time, suspend the provision of the SMS Service should the Client, following notice sent to it in accordance with the procedures indicated in Art. 14 of the Agreement, fail to remedy its breach within 15 (fifteen) calendar days of receipt of the aforesaid notice. It is further understood that, should the Client fail to pay the agreed amount by the expiry of the period of 15 (fifteen) calendar days following the date scheduled for payment, Agile may also terminate this Agreement pursuant to Art. 6 of the Agreement, without prejudice to Agile's right to demand, in any case, payment of the entire Fee due and without prejudice to the right to compensation for damages.

4. DURATION, NOTICE OF NON-RENEWAL AND WITHDRAWAL

4.1 Save as provided in Art. 4.3 below, the purchased SMS package has a duration of 12 (twelve) months as from the date of the most recent purchase. Upon expiry of the period of 12 (twelve) months from the date of the most recent purchase, following a reminder sent to the Client, every unused euro of the package shall be cancelled and the relevant amount shall be permanently retained by Agile, with no possibility of refund or reimbursement. It remains understood that, should the sending of SMS messages take place by means of the credit system referred to in Art. 4.5 of the Agreement, in lieu of the purchase of a Package, the validity, duration and consumption conditions of the credits set out therein shall apply in lieu of this article, including the 12 (twelve)-month validity period from the date of issuance or purchase. The deletion of data recorded by Agile shall not take place to the extent, and for as long as, the Client continues to use the Qlara Platform, including in the Free Version, and shall in any case remain subject to the retention obligations provided for by law and to the provisions of Annex D.

4.2 Once purchased, Packages are non-refundable, non-returnable and not subject to withdrawal, in whole or in part, it being understood that no repayment of amounts paid shall be due even in the event of non-use or partial use thereof.

4.3 Should the SMS Service be made available within the scope of a Plan or subscription subject to automatic renewal pursuant to Art. 5 of the Agreement, the duration, renewal conditions and the terms and procedures for giving notice of non-renewal set out therein and/or indicated in the Online Order and in the applicable economic conditions shall apply.

5. DATABASE

5.1 The database of the recipients of the Messages shall remain the exclusive property of the Client, which acts as autonomous Controller of the data processing, or, as the case may be, as Processor. Agile undertakes not to use the same, save as provided for and expressly required for the performance of the Agreement and of this Annex A.

5.2 In particular, Agile shall refrain from: a) transferring or making available to third parties the aforesaid databases, in whole or in part, temporarily or permanently; b) using the same in any manner other than for statistical purposes and for improving the SMS Service; c) retaining a copy thereof, save for any temporary copies necessary for the functioning of the SMS Service and in accordance with the applicable legal framework, as well as express requests to that effect by the Client.

6. PERSONAL DATA OF RECIPIENTS AND USE OF THE SERVICE

6.1 The Client is aware that the processing of the Personal Data of the recipients of the Messages must be based on appropriate lawfulness conditions, depending on the purpose it intends to pursue as Controller. The Client, accordingly, represents and warrants that the Personal Data of the recipients of the Messages are processed for lawful purposes and on the basis of appropriate lawfulness conditions, in full compliance with the Applicable Data Protection Legislation.

6.2 The Client is expressly prohibited from using the SMS Service for unlawful purposes, for sending unsolicited messages that may accordingly be classified as "unwanted communications" pursuant to Art. 130 of Legislative Decree No. 196/2003 (by way of example and without limitation: sending advertising or direct-sale materials, conducting market research or commercial communications, etc.) and/or for sending messages to the addresses of recipients who have no relationship with the sender.

6.3 In the event of breach, even a single breach, of the essential obligations set out in this Annex A, Agile shall be entitled to immediately suspend the provision of the SMS Service, pursuant to the provisions of Article 18 of the Agreement, and may further terminate the Agreement pursuant to Article 6 of the Agreement, without prejudice in any case to the right to compensation for damages.

7. SERVICE LEVEL AGREEMENT AND ASSISTANCE

7.1 Agile shall deliver the Messages to the mobile terminals of the End Users as quickly as is commercially feasible, as soon as the devices of such users are enabled to receive the messages. However, due to factors beyond its control, Agile does not guarantee latency times, nor final delivery to the mobile terminals. Should the messages sent by the Client not be capable of being delivered to potential users, they shall be retained for a maximum of 48 hours and, upon expiry of that period, shall be deleted.

7.2 With reference to network coverage, Agile shall at all times maintain an updated list of the mobile operators covered. Agile reserves the right to amend the list by adding or removing operators, as the case may be. Although Agile shall cover the largest possible number of mobile telephony operators, to the extent that this is commercially feasible, Agile provides no undertaking, representation or warranty that a given mobile telephony operator will continue to be reachable at any time in the future. The current list of mobile telephony operators is available from Agile for consultation, upon request.

8. CLIENT'S WARRANTIES AND LIABILITY

8.1 The Client shall be solely responsible for the content of the Messages (including any applicable advertising content) and for the information conveyed therein, and for the scheduling and management of all Messages; Agile, accordingly, assumes no liability in relation to the foregoing. The Client undertakes to do everything necessary to ensure that the content of the Messages complies with the provisions of applicable law and with the requirements of End Users, and that it does not damage Agile's image. In this regard, the Client shall act in such a manner as to avoid any risk of confusion between itself, Agile and the mobile operators. The Client undertakes to indemnify and hold harmless Agile from all damages, losses, liabilities, costs, charges and expenses, including any commissions and legal fees, that may be incurred by or charged to Agile, or in respect of which Agile has received a request for payment, that would not have been incurred, charged or requested had (i) the Client performed the obligations assumed by entering into this Annex and the Agreement, and (ii) the representations and warranties provided by the Client upon entering into this Agreement been truthful, accurate, complete and not misleading. The Client further undertakes to indemnify and hold harmless Agile from all damages, losses, liabilities, costs, charges and expenses, including commissions and expenses that may be incurred by or charged to Agile, or in respect of which Agile has received a request for payment, in any case connected with the sending of the information contained in the Client's messages, including in the event of penalties and claims for damages brought by third parties for any reason whatsoever, without prejudice to the provisions of Art. 2.3 above. The Client shall indemnify Agile for all losses, claims, costs, expenses and liabilities that Agile may incur as a result of the content of any Message or the use of Agile's services by the Client for any unlawful or offensive purpose.

9. PROSPECT LIST SERVICE (THIRD-PARTY DATABASE)

9.1 In connection with the SMS Service, and without prejudice to the rules governing Third-Party Services set out in Art. 11 of the Agreement, Agile may allow the Client to request, on a case-by-case basis and for an individual campaign, the generation of segmented lists of recipients (the "Prospects") extracted from an archive maintained by a third-party provider (the "Database Provider"), for the purposes of sending promotional communications through the SMS Service and/or the Additional Channels. The Database Provider acts as autonomous Controller of the data contained in its own archive.

9.2 The Client selects, through the Qlara Platform, the segmentation parameters (by way of example, socio-demographic criteria) and the maximum desired number of contacts. Agile transmits the request to the Database Provider, which makes available the remaining contacts actually usable following compliance checks and deduplication, blacklist application, opt-out and revocation activities.

9.3 The Client acknowledges and accepts that the number of contacts actually provided may be lower than the maximum number requested, by reason of the availability of the archive, the application of the segmentation criteria and technical or compliance exclusions (including, by way of example, deduplication, blacklisting, opt-outs, revocations or other grounds preventing use of the data). Agile provides no warranty as to the achievement of the requested volumes, the delivery rates or the results of the campaign.

9.4 Save as otherwise agreed in writing, the fee for the Prospect List Service is calculated exclusively with reference to the remaining contacts actually usable, in accordance with the price list communicated by Agile from time to time and/or as provided for in the Online Order. Contacts excluded or discarded due to deduplication, blacklisting, opt-out, revocation of consent, unavailability or non-compliance with the requested segmentation criteria shall in no case be counted.

9.5 The Client undertakes to use the Prospects exclusively in connection with the specific campaign for which they were provided, refraining from any further or different use, as well as from retention, reproduction or reuse beyond what is strictly necessary for the performance of the relevant campaign. The Client is prohibited from assigning, communicating to third parties or reusing the Prospects for purposes other than those expressly authorized.

9.6 The Client acknowledges that the lawfulness of the original collection of the Prospects' personal data, the validity, scope and demonstrability of the consents to processing for marketing purposes on behalf of third parties, or for the communicability of the contacts to third parties for the same purposes, the completeness of the notices provided to data subjects, and the proper management of revocations and opt-outs, are matters within the exclusive competence of the Database Provider, as autonomous Controller. Agile performs a mere technical intermediation activity and assumes no warranty as to the original lawfulness of the data, the provenance thereof, or the accuracy of the representations made by the Database Provider.

9.7 It remains the exclusive responsibility of the Client, as Controller in relation to the sending of its own communications: (i) to verify and bear full responsibility for the content of the communications; (ii) to prepare and make available to End Users its own notices, disclaimers and opt-out and objection mechanisms required by applicable law; (iii) to comply with revocations and opt-outs and to keep its own blacklists constantly updated; (iv) to fulfil every further obligation required by applicable law regarding commercial communications, direct marketing and the protection of Personal Data.

9.8 Agile may modify, suspend or limit the Prospect List Service pursuant to Arts. 11 and 18 of the Agreement, including as a result of modifications, suspensions or limitations imposed by the Database Provider. The processing of Personal Data in connection with the Prospect List Service is governed by Art. 10 of the Agreement and by Annex D, without prejudice to the fact that the Database Provider acts as autonomous Controller for the collection and management of its own archive.

10. REFERENCE TO THE AGREEMENT

10.1 For all matters not otherwise governed by this Annex A, the general terms and conditions of the Agreement shall apply.

This Annex B governs the procedures for the activation, provision and use of the Additional Channels, as defined in the Agreement, and constitutes an integral and substantial part thereof. To the extent compatible and not otherwise governed by this Annex B, the provisions contained in Annex A shall apply.

These provisions apply exclusively in the event of activation and/or use of the Additional Channels by the Client and for the entire duration of the relevant provision thereof.

In particular, by means of the Cross-Platform Service, Agile makes available to its Clients the solution for sending digital communications ("Communications"), or by means of other messaging protocols, that also enable receipt of the communications by the recipient through pre-installed SMS and MMS messaging apps available on commonly used mobile devices (for example, Google's RBM services or Apple's Apple Messages), or through dedicated apps (for example, WhatsApp Business Solution, Telegram, etc.) ("Additional Channels").

1. ACTIVATION OF THE ADDITIONAL CHANNEL

1.1 For the purposes of activating the additional channel of interest to the Client from time to time, Agile shall handle the so-called onboarding process of the Client with the platform used as the Additional Channel for the purposes of the Cross-Platform Service, offering its own technical support for the purposes of configuring the Additional Channel for the provision of the Cross-Platform Service to the Client.

1.2 The onboarding process shall be initiated following a written request sent by email by the Client and confirmation by Agile of the availability and usability of the Additional Channels requested by the Client.

1.3 The Client undertakes to provide all data necessary for this purpose, as required by Agile from time to time, undertaking to provide accurate, truthful and up-to-date data and to promptly communicate, and in any case within 20 (twenty) calendar days, any variation that may occur in relation to such data. Should the Client be unable to provide the minimum data necessary for the activation of the Additional Channel, as required by Agile, Agile reserves the right not to proceed with the activation of the Additional Channel.

1.4 For the purposes of identifying the sender of the Communications, by way of derogation from the provisions of Arts. 2.2 - 2.5 of Annex A, the name of the sender and/or, where applicable, the distinctive signs (including trademarks) shown, by documentary evidence, to be owned by such sender and usable without giving rise to any infringement of the intellectual property rights of third parties, shall be used. In any case, Agile reserves the right to adopt any appropriate measure in the event of established infringements of third-party intellectual property rights, and the Client undertakes as of now to indemnify and hold harmless Agile from any and all claims by third parties regarding the infringement of the intellectual property of such third parties, the improper use of the name or distinctive signs, as well as any other right or claim that may be asserted by third parties against Agile. It remains understood that verification and approval mechanisms regarding the identification of the sender (e.g., approved badges) remain subject solely to the conditions and procedures established by the third-party provider of the Additional Channel.

1.5 Agile shall carry out certain tests and verify the proper functioning of the Additional Channel for the purposes of sending the Communications, transmitting to the Client any responses and/or reactions from End Users, and monitoring information regarding delivery of the Communications and the reachability of the End User for the purposes of receipt of the Communications and, in the event of a positive outcome, shall send a notice to the Client confirming activation of the Additional Channel.

1.6 The Client undertakes to ensure, at its own cost and expense and without prejudice to the technical support that will reasonably be provided by Agile, the proper configuration of its own IT systems for the purposes of completing the onboarding process and maintaining the functionalities enabling the sending of the Communications, the receipt of traffic generated by End Users in response to the Communications, and the transmission of any further reply Communication.

1.7 1.7. The Client expressly acknowledges and accepts that use of the Cross-Platform Service and of each Additional Channel that may be made available for such purpose by Agile is subject to the application of the specific contractual terms, and to the restrictions on use of the Additional Channel, that may apply to the content provided by the Client and/or by End Users, in force from time to time, established by the third-party provider of the Additional Channel and, specifically, to the contractual terms available on the websites of the third-party providers of the Additional Channels and summarized on Agile's website (https://agiletelecom.com/third-party-suppliers/). The Client acknowledges and accepts that use of the Additional Channels may be subject to the prior completion of onboarding, verification, approval or authorization procedures established by the respective third-party providers, including the issuance or approval of sender identifiers, verification badges, dedicated accounts or other technical and operational requirements that may be required. Agile shall not be liable for any refusals, delays, suspensions, revocations or limitations imposed by third-party providers in relation to such procedures or the Client's failure to satisfy the requirements for use of the relevant Additional Channel. The Client further acknowledges and accepts that the providers of the Additional Channels may modify, suspend, limit or discontinue, at any time, the functionalities, technical characteristics, economic conditions or usage requirements of their respective services. In such cases, Agile may consequently modify, suspend or discontinue the Client's access to the relevant Additional Channel, without incurring any liability or indemnification obligations towards the Client, giving notice thereof by reasonably appropriate means.

1.8 The Client declares that it is aware that Agile expressly prohibits the sending of messages falling within any of the following categories: (a) obscene messages and/or messages of a paedopornographic nature; (b) offensive messages or messages with content contrary to morality; (c) messages with content contrary to public order; (d) messages that infringe the rights of third parties; (e) messages containing material protected by copyright (e.g., images, videos, works, books and/or publications or parts thereof); (f) messages containing illegally held material (e.g., pirated software, unauthorized copies of software, files or programs of any kind, etc.); (g) messages inciting violence or hatred; (h) messages promoting the sale of services or goods that are illegal in the country of receipt and/or origin of the Communications or otherwise in conflict with Italian legislation; (i) messages introducing viruses, trojans or other harmful and illegal software; (j) messages otherwise deemed to be in violation of applicable rules and/or offensive to public order and/or public morality, in Agile's sole and unappealable judgment.

2. USE OF THE CROSS-PLATFORM SERVICE

2.1 By means of the Cross-Platform Service, Agile shall send the Communications requested by the Client through one or more of the Additional Channels, following successful completion of the onboarding process and activation of the Additional Channel, as described in Art. 1 above. The geographic coverage of the Cross-Platform Service shall depend on the actual coverage guaranteed by the individual third-party provider of the Additional Channel.

2.2 By way of derogation from the provisions of Art. 12.5 of the Agreement, should the End User not be reachable by the Communication, the Client, as of the configuration stage of the Additional Channel, may request that Agile (i) provide for one or more further attempts to send the Communication through the Additional Channel, (ii) withdraw the Communication, or (iii) send the Communication through the SMS channel, in accordance with the provisions of Annex A and of the Agreement, it being understood that, in such case, the End User shall receive solely the text component of the Communication, and any graphic, audiovisual or interactive content that may be included in the Communication shall not be transmitted, without this giving rise to any obligation or liability of any nature whatsoever on the part of Agile.

2.3 Where technically possible, Agile shall provide the Client with a tool for monitoring traffic relating to the Communications sent through the Cross-Platform Service, broken down by each Additional Channel that has been duly activated, which shall enable the Client to collect information regarding (i) the actual delivery of the Communications, (ii) any responses or reactions of End Users, and/or (iii) indications regarding the reachability of the End User for the purposes of receipt of the Communications.

2.4 No liability may be attributed to Agile regarding the accuracy and timeliness of the data referred to in Art. 2.3 above, which is made available by the third-party provider of the Additional Channel to Agile, and by Agile to the Client.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 The Client represents and warrants (i) that it holds the intellectual property rights relating to the images, of any kind and nature, to the audiovisual content, to the buttons and graphics in general, to the indications of suggested actions and any other textual data, or to the functionalities connected with the creation of calendar events or the initiation of calls, that may form an integral part of the Communications sent through the Cross-Platform Service ("Content"), as well as any further use of identifying signs, whether or not functional, for the identification of the sender of the Communication and of any other person, including any links and email addresses used for such purpose, (ii) that the use of such Content and of any other distinctive sign used in the Communications does not infringe any third-party right.

4. DATA PROTECTION

4.1 The personal data processing activities carried out by Agile in connection with the Cross-Platform Service shall be understood to be governed by Art. 10 of the Agreement and by the Data Processing Agreement (DPA) referred to in Annex D, as supplemented by the following provisions.

4.2 In the performance of the Cross-Platform Service, personal data owned by the Client may be processed - in addition to by Agile - also by third parties through which Agile makes available and provides the Additional Channels that may be used by the Client. Depending on the specific app and/or messaging protocols used, such third-party providers may qualify as autonomous Controllers (for example, with regard to Google's RBM services), and Agile therefore refers, in respect of such providers, to their respective personal data processing policies for any further information.

5. LIABILITY

5.1 The conception, creation and transmission of the Content fall within the exclusive responsibility of the Client, and Agile shall not modify the Content and/or the information transmitted with the Communications (the integrity of which shall accordingly not be altered in any way by the purely technical and automatic operations carried out by Agile). Furthermore, Agile shall comply with the access and update conditions established by the Client in relation to the Content and/or such information, and shall use the data on the use of such Content and/or information solely for the purposes and for the time necessary for the provision of the Cross-Platform Service. The Client, accordingly, undertakes to indemnify and hold harmless Agile from all damages, losses, liabilities, costs, charges and expenses, including commissions and expenses that may be incurred by or charged to Agile, or in respect of which Agile has received a request for payment, in any case connected with the Content and/or the Communications, including in the event of penalties and claims for damages brought by third parties for any reason whatsoever.

5.2 The Client further releases Agile from all liability connected with the interactions between End Users and the virtual "agents" that may be configured by means of the Cross-Platform Service, and in relation to any exchange or conversation initiated on the basis of a Communication and/or Content.

6. RATES AND PAYMENT

6.1 Save where a quantity of sendings and/or credits usable for the Additional Channels is already included in the Plan selected by the Client, in the Online Order and/or in the applicable economic conditions, or save as provided for in Art. 4.5 of the Agreement regarding credits, by way of derogation from Art. 4.3 of the Agreement and by reason of the nature of the Additional Channels provided through third-party providers, the Fees for use of the Cross-Platform Service shall apply, as communicated by Agile to the Client from time to time by email or message within the Client's Client Area on Agile's website. It remains understood that, within the limits of the sendings and/or credits included in the Plan or in the Online Order, use of the Additional Channels shall not entail the payment of further Fees, without prejudice to the application of the Fees communicated pursuant to this article for sendings and/or consumption in excess thereof, as well as for Additional Channels not covered by the Plan. Each price communication shall apply only as from the date on which the email or message is sent within the Client Area by the Client, and shall be deemed tacitly accepted by the Client should the Client continue to make use of the Additional Channel to which the price relates from time to time.

7. PROHIBITION ON RESALE

7.1 Any resale of the Cross-Platform Service or of the use of the Additional Channels by the Client is strictly prohibited, save as otherwise agreed in writing between Agile and the Client.

8. REFERENCE TO ANNEX A AND THE AGREEMENT

8.1 For all matters not otherwise governed by this Annex B, the general terms and conditions of Annex A and of the Agreement shall apply, and any reference therein to Messages and to the provision of the Service shall be understood to include, respectively, the Communications and the Cross-Platform Service.

This Annex C governs the procedures for the availability, provision and use of the artificial intelligence functionalities integrated into the Qlara Platform, as governed by the Agreement, and constitutes an integral and substantial part thereof.

The provisions of this clause apply to the use of the Qlara Platform and of the artificial intelligence functionalities natively integrated therein, available within the scope of any subscription, with functionalities, limits and usage procedures that may vary depending on the Plan selected by the Client and on the applicable Online Order.

In particular, the AI functionalities integrated into the Qlara Platform constitute marketing-assistance technology solutions developed or made available by Agile, which may use artificial intelligence (AI) components, models, APIs, infrastructures and services, including third-party ones, to generate personalized content for social media and manage multichannel communication for businesses.

The AI functionalities are accessible within the scope of the Qlara Platform and enable the user to directly and autonomously manage marketing campaigns and online communications in general by means of the use of different social and messaging channels (RCS, SMS, etc.), as further specified below, through the use of suggestions with personalized content based on the information provided by the Client during the configuration and use of the Qlara Platform.

1. DEFINITIONS

1.1 In connection with this Annex C, the meanings to be attributed to the following recurring terms and expressions are set out below:

"Client Data": means the registries of the recipients of the communications, the data contained in the Client's social accounts connected to the Service, and the input entered into the AI Assistant for the generation of content;

"AI Assistant": in addition to the meaning given to it in the Agreement, means the solution and/or functionalities based on artificial intelligence systems made available by Agile through the Qlara Platform, including by means of the integration of technologies, models, APIs or services provided by third parties, which include a marketing assistant aimed at generating personalized content for social media and managing multichannel communication for businesses;

"Agile Telecom Materials": any descriptive materials illustrating the functioning of the AI Assistant, the technical documentation, and any material or document created and/or provided by Agile.

2. LICENSE AND USE OF THE AI ASSISTANT

2.1 Agile, in compliance with the terms and conditions of this Annex and of the Agreement, undertakes to provide the Client with a limited, non-exclusive, revocable license for access to and use of the AI Assistant, in accordance with the Agile Telecom Materials, the technical documentation and the specifications provided by Agile from time to time. The Client undertakes to comply with the instructions for use and the policies established by Agile and by the providers of the various communication channels activated by the Client, and further warrants compliance with all provisions applicable to it, however arising, under laws, regulations, provisions of Authorities or self-regulatory codes in force on the social platforms, in the countries of origin and destination of the content, or in the process of being implemented, with which Agile intends to comply. The Client accepts and is aware that it shall be the Client itself that uses and manages the AI Assistant directly and autonomously, and that it shall be the Client itself, under its own exclusive responsibility, that uses the functionalities of the AI Assistant, thereby releasing Agile from any and all liability regarding the content generated through the AI Assistant, in accordance with the provisions, limitations and requirements of this Annex and of applicable law.

a) Agile reserves the right, at its own exclusive discretion, to make changes at any time to the Service and to the Agile Telecom Materials that it deems necessary or useful in order to: a) maintain or improve (i) the quality or provision of its own services to clients, (ii) the competitiveness or market position of its own services, (iii) the cost efficiency or performance of the Service; and/or b) comply with applicable laws.

2.2 The Client is aware of and accepts that Agile further reserves the right to vary or discontinue individual services and/or functionalities of, or connected with, the AI Assistant, without any notice thereof to the Client being required. Consequently, the Client accepts that Agile provides no warranty regarding the continuity of use and provision of specific functionalities of the AI Assistant. In any case, Agile shall make reasonable commercial efforts to inform the Client in advance of any changes entailing a substantial variation in the level and overall quality of the Service.

2.3 The Client undertakes, for the entire duration of the Service, to keep its own systems in good working order in accordance with the specifications and instructions provided by Agile, to ensure that Agile has the access necessary for the proper functioning of the AI Assistant, and to actively cooperate to enable performance of the Service. Agile is not liable for delays or breaches caused by omissions of the Client. In the event of prohibited activities, even merely threatened, the Client shall act promptly to stop them, prevent unauthorized access, and inform Agile without undue delay.

2.4 The Client acknowledges and accepts that certain functionalities of the AI Assistant, in order to function, require access to the active social media accounts indicated by the Client, of which the Client represents that it is the holder and that it lawfully has the access keys available.

2.5 The Client undertakes not to access, nor to permit other persons to access or use, the AI Assistant or the materials relating to the AI Assistant made available by Agile, except within the limits expressly provided for by the Agreement, by this Annex, and by the policies and/or instructions communicated by Agile from time to time and exemplified below.

2.6 The AI Assistant is not subject to any specific service level or availability warranty. The provisions of Art. 13.3 of the Agreement regarding the availability of the Qlara Platform remain unaffected, which relate exclusively to the access environment and do not extend to the individual Services, including the AI Assistant.

3. ACTIVATION, CONFIGURATION AND USE OF THE SERVICE

3.1 The Service is made available to and usable by the Client within the Qlara Platform depending on the plan selected and/or subscribed to from time to time, as indicated in the Online Order and in the applicable economic conditions. Certain functionalities of the Service may be made available within the scope of the base Plans or of the Free Version, while further functionalities, capacities, thresholds or usage limits may be progressively unlocked through the activation of higher-tier Plans. The use, in whole or in part, of certain functionalities of the Service may further take place by means of the consumption of credits, whether included in the plan or purchasable separately by the Client, in accordance with the provisions of Art. 4.5 of the Agreement, the Online Order and the applicable economic conditions. Any activation of the Service shall take place in accordance with the procedures made available by Agile through the Qlara Platform or the Online Order. The Client acknowledges and accepts that, depending on the Plan selected and/or subscribed to from time to time and on the Online Order, the Service or individual functionalities thereof may not be available, activatable or usable, without this entailing any liability on the part of Agile or any right of the Client to indemnities, refunds or compensation.

3.2 The Client undertakes to provide all information, configurations, instructions and materials necessary for the activation and proper functioning of the Service, guaranteeing the accuracy, correctness and currency thereof.

4. FEE

4.1 The Service is provided in accordance with the Plan selected by the Client and resulting from the Online Order.

4.2 The usage limits, consumption thresholds, measurement metrics, included functionalities and any additional, ancillary or variable Fees provided for by the Plan selected by the Client and/or by the Online Order shall in any case remain applicable.

4.3 In the event of a discrepancy between the provisions of this Annex C and what is indicated, with reference to the commercial, quantitative or functional aspects of the Service, in the Online Order or in the Plan selected by the Client, the provisions of the latter shall prevail.

5. DURATION

5.1 The Service is made available for the duration of the Agreement or, as the case may be, for the different duration of the module or applicable Plan resulting from the Online Order.

5.2 In the event of discontinuance, for any reason, of the Agreement or of the relevant module/service, the Service shall automatically cease, without prejudice to Agile's right to the Fees accrued or due pursuant to the Agreement and this Annex C.

6. OWNERSHIP AND TRADEMARKS; THIRD-PARTY LICENSORS

6.1 Agile is the sole exclusive owner of all rights and interests in the AI Assistant, and of any Intellectual Property right connected therewith, including any developments deriving therefrom.

6.2 The Client acknowledges and accepts that, depending on the different subscription purchased by the Client, Agile may insert a watermark containing the Agile AI logo with a link to one of Agile's websites.

7. SMS AND ADDITIONAL CHANNELS

7.1 For the use of the SMS messaging channel in connection with the AI Assistant, the terms and conditions set out in Annex A shall apply.

7.2 For the use of RCS, WhatsApp, Telegram and/or further channels made available from time to time and configured by the Client and connected to the AI Assistant, the terms and conditions set out in Annex B shall apply.

8. USE OF THE ARTIFICIAL INTELLIGENCE FUNCTIONALITIES

8.1 The AI Assistant is a virtual assistant based on open-source Large Language Models (LLMs) adapted for the creation and generation of content and images to improve the quality and consistency of business communication on traditional messaging channels (SMS), Additional Channels such as RCS, WhatsApp, Telegram, and/or further available channels, as well as on the Client's activated social profiles.

8.2 The Client acknowledges and accepts that the AI Assistant integrates software components and AI models, including ones distributed under open-source license (including, by way of example, models released under the MIT, Apache 2.0 and CreativeML Open RAIL++-M licenses). The updated list of such components may be consulted upon request. Agile warrants that it uses the aforesaid components in compliance with the relevant license terms, and that the commercial availability of the Service does not entail any sublicense of, or derogation from, the provisions of such original licenses, which remain enforceable in accordance with the law.

8.3 During the Client's onboarding phase, the AI Assistant collects, by means of an automated interview, a set of basic information necessary to configure and customize the AI Assistant in accordance with the Client's needs and to propose suggestions and content consistent with the Client's reference market.

8.4 The Client undertakes not to use the Service, or the content generated by means thereof, for purposes incompatible with the terms of the Agreement and/or in violation of the usage limitations imposed by the licenses of the open-source models used and/or in violation of the law. In particular, to:

(i) mislead third parties into believing that the content generated by the AI Assistant was created by a human being (for example, by failing to introduce a watermark/label upon publication so as to suggest that the shared content was generated by a human being);

(ii) provide medical advice or content relating to the treatment, prevention, diagnosis or transmission of diseases;

(iii) provide legal or financial advice;

(iv) generate legally binding contracts or obligations;

(v) generate political content, including content intended for dissemination during election campaigns;

(vi) remove or alter the watermarks/labels from AI-generated content, where applicable;

(vii) publish deepfakes without informing users of the artificial generation of the content;

(viii) use prompts aimed at generating unlawful output or output that infringes third-party rights;

(ix) generate source code;

(x) generate spam, ransomware, keyloggers, viruses or other software;

(xi) generate nude content or shocking content, including obscene gestures, bodily fluids or other vulgar subjects, as well as defamatory or discriminatory content or content liable to violate fundamental human rights;

(xii) generate or disseminate false information, and/or information for use in the administration of justice or for other legal purposes;

(xiii) implement fully automated decision-making processes.

Agile reserves the right to suspend or limit access to the Service in the event of use contrary to the aforesaid prohibited purposes, without prejudice to the other contractual and legal consequences, including Agile's right to unilaterally terminate the Agreement.

8.5 The Client, including on behalf of its own employees or auxiliaries, is responsible for any text, image or other content uploaded or submitted to the AI Assistant ("Input"), as well as for the texts, images or other content generated by the AI Assistant on the basis of the Input provided by the Client ("Output").

8.6 The Client undertakes to ensure that the use of the AI Assistant, including Input and Output, complies with this Annex, with the Agreement, with Annex D where applicable, and with applicable law. Should content be generated that the Client suspects to be unlawful, it must be immediately reported to Agile by email at: help@agiletelecom.com. The Client further acknowledges that:

(i) the Input shall not be treated as Confidential Information; accordingly, the Client undertakes not to include in the Input any data or information that may not be used or shared (for example, personal data, confidential information of third parties or third-party intellectual property);

(ii) the Input must not include special categories of personal data, also known as sensitive data (including, by way of example: data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, data concerning health, sex life or sexual orientation of a person);

(iii) the Output shall not be considered Confidential Information;

(iv) the Output, including the texts, images and any other content generated by the Service, is produced automatically by means of AI models trained on third-party datasets, the completeness, accuracy and reliability of which Agile does not control;

(v) each item of Output must be manually reviewed by a person before being used, shared or transmitted by SMS, message or social media post.

8.7 The Client acknowledges that AI-generated output generally does not enjoy copyright protection. Without prejudice to the foregoing as between the Client and Agile, the Client assigns to Agile all rights, titles and interests (including all intellectual property rights, where applicable) relating to the Input and the Output; Agile retains all rights, titles and interests relating thereto, as well as all rights relating to the AI Assistant. This means that the Client is granted a non-exclusive license to use the Output (to the extent protected by copyright), which may be used for any lawful purpose, provided that such use complies with this Annex and with the Agreement and that the Client accepts that any such use is at its own risk.

8.8 The Client acknowledges that the Output may not be unique to each user, and it cannot be excluded that the AI Assistant may generate the same content, or similar content, for both the Client and third parties.

8.9 The Client remains responsible for verifying rights relating to human contributions or third-party trademarks present in the prompts and Output.

8.10 Agile does not guarantee the availability of the AI Assistant in all geographic areas or at all times. The AI Assistant is not in any case subject to the Service Level referred to in Art. 13.3 of the Agreement.

8.11 Without prejudice to any provisions to the contrary in the Agreement and in this Annex, Agile reserves the right, at its own exclusive discretion, to make changes to the AI functionalities, which may also significantly reduce the functionalities provided to the Client during the term of the Service, or to modify at any time the usage limits applicable to the Client. Agile shall make reasonable efforts to notify the Client of any such changes in advance.

8.12 The Service, including the Output, is provided "as-is" and "as-available", without any express or implied warranty - including, by way of example only and without limitation, warranties of accuracy, completeness, reliability, continuous availability, non-infringement of third-party rights, originality, exclusivity, registrability, protectability, merchantability and fitness for a particular purpose. The Client further acknowledges that the content generated may reflect the technical characteristics, biases and limitations inherent in the underlying open-source models, and accepts such content within the limits of the licensing terms applicable to such models.

8.13 The Client undertakes to verify, check and validate the Output prior to its use, publication or provision to third parties. Any liability arising from the use, interpretation or reliance on the Output, as well as from any dissemination of inaccurate, unlawful or harmful content to third parties, shall remain the exclusive responsibility of the Client.

8.14 Without prejudice to the provisions of the Agreement and to the extent permitted by mandatory law, Agile shall not be liable for any direct, indirect, consequential, special or punitive damages, or loss of profit, arising from the use of - or inability to use - the Output, even if it has been advised of the possibility of such damages.

8.15 Agile assumes no obligation to (i) update, retrain, correct or improve the algorithms, models or datasets underlying the Service, nor to (ii) monitor or eliminate biases, errors or anomalies present or future in the Output. Any update or optimization activities remain within Agile's full discretion.

9. REPRESENTATIONS, WARRANTIES, LIABILITY AND LIMITATIONS

9.1 Agile represents and warrants that: (i) it has taken all appropriate corporate actions and has full power and authority and all rights necessary to enter into and perform the terms of this Annex and to grant the license rights set out herein, and that the execution and performance of the Agreement and the grant to the Client of the rights set out herein do not infringe, and are not in conflict with, third-party rights; and (ii) the AI Assistant and the related documentation are original products created by Agile, without prejudice to the presence of third-party models, components, APIs, infrastructures and services.

9.2 The Client undertakes to fully indemnify and hold harmless Agile from all damages, losses, liabilities, costs, charges and expenses, including any legal fees, that may be suffered or incurred by Agile, or in respect of which Agile is the subject of a request for payment, and that would not have been so suffered, incurred or requested had (i) the Client performed the obligations assumed upon entering into the Agreement and this Annex, and (ii) the representations and warranties given by the Client upon entering into the Agreement and this Annex been truthful, accurate, complete and not misleading. The Client further undertakes to fully indemnify and hold harmless Agile from all damages, losses, liabilities, costs, charges and expenses, including any legal fees, that may be suffered or incurred by Agile, or in respect of which Agile is the subject of a request for payment, in any case connected with the sending of information contained within the Client's messages, including in the event of claims for damages sought by third parties or Authorities on any grounds whatsoever.

9.3 The Client acknowledges that certain models or components integrated into the Service may have been made available by third parties without an explicit open-source license. In such cases, Agile Telecom acts on the basis of a presumption of lawful availability in accordance with industry standards, and no liability shall be attributable to Agile Telecom for any future modification or withdrawal of such components by the rights holders.

This Data Processing Agreement (including the appendices thereto, hereinafter also the "Data Processing Agreement" or "DPA") governs the relationship between Agile, in its capacity as Processor or, where applicable, Sub-processor, and the Client, in its capacity as Controller or, where applicable, Processor. This Agreement is drawn up pursuant to Art. 28 of Regulation (EU) 2016/679 ("GDPR"), as interpreted by the European Data Protection Board in Opinion 14/2019, and supplements the Agreement.

This Data Processing Agreement applies to all processing of Personal Data carried out by Agile on behalf of the Client in connection with the provision of the Qlara Platform and the Services governed by the Agreement and the relevant Annexes, with effect as from the activation of the Qlara Platform and/or of each Service that entails a processing of data.

To the extent compatible and not otherwise governed by this Agreement, the provisions of the Agreement and the relevant Annexes shall apply.

1. Preamble

The Data Processing Agreement reflects the agreement of the parties regarding the processing of the Client's Personal Data, as governed by the EU and National Data Protection Legislation.

2. Definitions

2.1 All capitalized terms used in the Data Processing Agreement shall have the following meaning:

"Supervisory Authority" means a supervisory authority as defined in the GDPR.

"Agile" means the Processor or, as the case may be, the Sub-processor that processes personal data on behalf of the Client in the performance of the Agreement.

"Affiliate" means a legal entity, including one belonging to a corporate group, that, directly or indirectly, controls or is controlled by a Party.

"Effective Date" means the effective date of the Agreement, it being understood that the provisions of the Data Processing Agreement apply to each Service as from the relevant activation and/or use thereof by the Client. It remains understood that, until the actual activation and/or use of a given Service, the provisions of this Agreement do not apply with reference to such Service.

"Client Personal Data" means the personal data processed by Agile on behalf of the Client in the provision of the Processor Services by Agile.

"Security Documentation" means the documentation that Agile makes available in connection with the Processor Services and that is referred to in Appendix 2.

"Term" means the period between the Effective Date of the Data Processing Agreement and the end of the provision, by Agile, of all Services entailing the processing of Personal Data on behalf of the Client, as governed by the Agreement and the relevant Annexes. The Data Processing Agreement shall apply, with reference to each Service, as from its activation and/or use and until the deletion of the Personal Data processed for such Service, in accordance with the contractual provisions and applicable law.

"GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

"Data Breach" means a breach of Agile's security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the Client Personal Data on systems managed or otherwise controlled by Agile.

"Notification Email Address" means any email address or physical address present in the Client's account, including the contact details associated with the principal contact person of the account, the billing contacts, the account holder's profile, or any other profile or contact linked to the account, as provided for in Article 14 of the Agreement.

"Additional Instructions" means the additional instructions reflecting the agreement of the parties on the further conditions governing the processing of certain data in relation to specific Processor Services.

"EU and National Data Protection Legislation" means the GDPR and the EU legislation applicable to the processing of the Client Personal Data.

"Transfer Mechanisms" means a binding decision issued by the European Commission permitting the transfer of personal data from the EEA to a third country whose domestic legal order provides an adequate level of protection with regard to the protection of personal data. Where such a binding decision is not present or effective, this means the Standard Contractual Clauses approved from time to time by the European Commission for the transfer of personal data, as well as, where present, binding corporate rules (BCRs).

"Security Measures" means what is indicated in Section 7.1.1 (Security Measures on Agile's Systems).

"EEA" means the European Economic Area.

"Processor Services" means the Services offered pursuant to the Agreement, collectively described in Appendix 1.

"Sub-processors" means the third parties authorized pursuant to this Data Processing Agreement to process the Client Personal Data in order to provide part of the Processor Services and/or any related technical support.

2.2 The terms "Personal Data", "Data Subject", "Processor", "Controller" and "Processing" shall have the meaning given to them in the GDPR.

2.3 The terms "include" and "included" are illustrative and are not the sole example of a particular concept.

2.4 Any reference to a law, regulation, statute or other legislative act is a reference to the same, as amended or restated from time to time.

2.5 Should this Data Processing Agreement be translated into another language and there be a discrepancy between the Italian text and the translated text, the Italian text shall prevail.

3. Term

This Data Processing Agreement shall have effect for the entire Term and until the deletion, by the Processor, of all of the Client's Personal Data.

4. Scope of Application

4.1 Application to the Processor Services. This Data Processing Agreement applies to all Services governed by the Agreement and the Annexes, to the extent that the provision thereof entails a processing of Personal Data by Agile on behalf of the Client. The provisions of this Agreement shall apply, with reference to each Service, as from its activation and/or use by the Client and only for the duration of the relevant provision thereof, as governed by the Agreement and the respective Annexes.

4.2 Application of the Additional Instructions. The Client may, during the Term, provide Agile with supplementary instructions regarding the processing of Personal Data ("Additional Instructions"). Agile shall undertake to consider them and may not refuse them without justified reason, where they are necessary to enable the Client to comply with obligations arising from the applicable EU or national data protection legislation. In all other cases, the Parties shall discuss the content of the Additional Instructions in good faith. Agile shall not be required to implement them until a written understanding is reached between the Parties. Once approved by both Parties, the Additional Instructions shall be deemed an integral part of this Data Processing Agreement.

4.3 Costs arising from the implementation of the Additional Instructions. The Additional Instructions and/or any supplementation, modification or reduction thereof shall not entail any additional costs for Agile; otherwise, the Client acknowledges and accepts that all costs arising, directly or indirectly, from Agile's compliance with the Additional Instructions shall be borne exclusively by the Controller.

5. Processing of data

5.1 Roles, responsibilities and instructions

5.1.1 The Parties acknowledge and agree that: (a) Appendix 1 describes the subject-matter and details of the processing of the Client Personal Data; (b) Agile acts as Processor for the Client Personal Data pursuant to the EU and National Data Protection Legislation; (c) the Client acts as Controller or Processor, as the case may be, of the Client Personal Data and pursuant to the EU and National Data Protection Legislation; and (d) each party shall comply with the obligations applicable to it pursuant to the EU and National Data Protection Legislation with respect to the processing of the Client Personal Data.

5.1.2 Authorization by the third-party Controller. If the Client acts as Processor on behalf of an Affiliate of the Client or of a different Controller, the Client warrants to Agile that the Client's instructions and actions relating to the Client Personal Data, including the appointment of Agile, have been authorized by the respective Controller.

5.2 Instructions of the Controller. By means of this Data Processing Agreement, the Controller instructs Agile to process the Client Personal Data: (a) only in accordance with applicable law; (b) only in order to provide the Processor Services and any related technical support; (c) as further specified/indicated by the Client through its use of the Processor Services (including changes to the settings and/or functionalities of the Processor Services) and of any related technical support; (d) as documented in the Agreement and the relevant Annexes, including this Data Processing Agreement; and (e) as further documented in any written instruction provided by the Controller to Agile as a further instruction for the purposes of this Data Processing Agreement. Agile reserves the right to process, combine and transform the Personal Data processed in connection with the Services in order to generate Aggregated Data, as defined and governed by Art. 24 of the Agreement. The Aggregated Data remains the exclusive property of Agile, which may use it without limitations of time or purpose, including - by way of example and without limitation - the improvement of its own products and services, the development of algorithmic functionalities, the training of artificial intelligence models, usage analysis, and the prevention of fraud or improper use of the Service. Where technically possible and at Agile's discretion, Agile shall adopt measures aimed at ensuring the aggregation and/or anonymization of the Personal Data used in the generation of the Aggregated Data, without this implying any obligation on Agile's part of absolute anonymization. The Client acknowledges and accepts that such use is intrinsically connected with the provision and evolution of the Service and authorizes Agile for such purpose, warranting in this regard its compatibility with the original purposes of the processing and on the assumption that it takes place in compliance with applicable law, without prejudice to any requests from the competent authorities.

5.3 Agile's compliance with instructions. Agile shall comply with the instructions referred to in Section 5.2 (Instructions of the Controller) unless the EU or national legislation to which it is subject requires it to undertake a different or further processing of the Client Personal Data (e.g., transfer of personal data to a third country or an international organization), in which case Agile shall promptly inform the Client at the Notification Email Address (unless such legislation prohibits Agile from doing so for important reasons of public interest).

5.4 Client's responsibility and configuration of the Processor Services. The Client determines, under its own responsibility, the purposes, methods and configurations of the activated modules, including, by way of example, data collection tools, booking, calendars, marketing campaigns, publication of content, connections to third-party channels or platforms, AI functionalities and analytics. The Client warrants that the instructions given to Agile, the content, the data uploaded or collected through the Processor Services, and the configurations selected, are lawful, relevant and not excessive in relation to the purposes pursued, and that the notices, legal bases, consents, warnings, opt-out mechanisms or further safeguards that may be required by applicable law have been put in place.

5.5 Data collection, booking and calendar modules. In modules that enable the collection of data from end users or the management of the Client's bookings, availability, calendars, services or resources, Agile processes the Client Personal Data as Processor and in accordance with the Client's configurations. The Client remains responsible for defining the necessary data, limiting free-text fields and the entry of excessive or special categories of data, making its own privacy notices available and, where personal data of its own collaborators, professionals or contact persons are displayed, ensuring the lawfulness, relevance and prior notice thereof.

5.6 Marketing communications and sending activities. When the Processor Services are used for the creation, scheduling, sending or management of commercial, promotional or informational communications, including by means of lists, segments or delivery services made available by Agile or by Sub-processors, the Client shall act as Controller in its capacity as campaign promoter and remains responsible for the lawfulness of the campaign, the selection of parameters, the content, the instructions, its own blacklists or exclusion lists, as well as for the fulfilment of the information obligations and the management of opt-outs within its own competence. Agile carries out the technical activities of sending, segmentation, deduplication, management of outcomes, suppression, technical opt-out and reporting within the limits of the Processor Services, the Agreement, the relevant Annexes and the Client's instructions, without prejudice to the rules on Sub-processors set out in Section 11 and Appendix 3.

5.7 AI functionalities, analytics and derived data. If the Client uses, through the Processor Services, generation, assistance, automation, analysis, segmentation or suggestion functionalities based on AI or statistical models, Agile processes the Client Personal Data to produce output, metrics, summaries or suggestions for the benefit of, and upon the instruction of, the Client. The Client remains responsible for the data and materials uploaded or selected, for the verification of the output prior to its use towards third parties where required by the context, as well as for the compliance of the content published or sent through the Processor Services. Agile processes the Client Personal Data in connection with such functionalities only to the extent that the Client decides to use Personal Data of its own in the use of the Services.

5.8 Restrictions on the processing of specific types of Personal Data. The Client undertakes not to transmit to Agile, nor to permit third parties to transmit, special categories of personal data pursuant to Art. 9 GDPR, personal data relating to criminal convictions and offences or connected security measures pursuant to Art. 10 GDPR, or personal data relating to minors. Agile shall in no case be held liable for any processing of such data in connection with the provision of its Services, including, by way of example and without limitation, any personal data breaches or any other related event. For the sake of clarity, the provisions of this Agreement relating to the processing of Personal Data shall accordingly not apply to any such types of Personal Data.

6. Deletion and export of data

6.1 Deletion and export during the Term

6.1.1 Processor Services with export functionality. To the extent that the Processor Services include the ability for the Controller to independently export the Client Personal Data in an interoperable format, Agile undertakes, to the extent technically possible, to ensure that such operation is guaranteed for the entire Term and, in any case, in compliance with any further specific provisions contained in the Agreement and the other Annexes.

6.1.2 Processor Services with deletion functionality. To the extent that the Processor Services include the ability for the Client to independently delete the Client Personal Data, Agile undertakes, to the extent possible, to ensure that such deletion is guaranteed for the entire Term, unless the EU and National Data Protection Legislation requires retention for a longer period. In the latter case, Agile shall process the Client Personal Data only for the purposes and for the duration defined by such legislation. Any further specific provisions contained in the Agreement and the other Annexes shall in any case remain valid.

6.2 Deletion upon expiry of the Term. Upon expiry of each Service or in the event of termination, for any reason, of this Agreement, the Client may request Agile in writing to delete all Personal Data processed on its behalf, including any residual copies present in Agile's systems. Agile shall give effect to such request as soon as reasonably possible, in accordance with applicable law and its own retention policies, without prejudice to the retention obligation provided for by EU or Member State legislation, as well as Agile's right to retain the Personal Data, usage data and any other data or document connected with the provision of the Services, to the extent necessary for the establishment, exercise or defence of a right in judicial or extrajudicial proceedings or before competent authorities, or to demonstrate that the Services have been provided and the related Fees accrued and collected, or otherwise for the protection of its own legitimate interests, for the time strictly necessary for such purposes. In the absence of specific written instruction from the Client within 15 days of the termination of the Agreement or of the individual Service, Agile shall be authorized to delete the Personal Data at its own discretion, in accordance with its own deletion timelines.

7. Data security

7.1 Security Measures and assistance by Agile

7.1.1 Security Measures on Agile's systems. Agile shall adopt and maintain adequate technical and organizational measures to protect the Client Personal Data from accidental or unlawful destruction, loss, alteration, unauthorized disclosure or unauthorized access, as described in Appendix 2 to this Agreement. Taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of the processing, as well as the risk, of varying likelihood and severity, to the rights and freedoms of natural persons, the measures adopted by Agile - as detailed in Appendix 2 - shall be aimed, among other things, at: helping to protect the confidentiality, integrity, availability and resilience of the systems and services used for the processing; promptly restoring access to Personal Data in the event of a physical or technical incident; ensuring, where appropriate and technically possible, the anonymization or pseudonymization of Personal Data; periodically testing and assessing the effectiveness of the measures adopted. Agile may update or modify such measures, including in relation to technological or regulatory developments, provided that the overall level of protection of the Personal Data is not reduced as compared with that provided for as of the date of execution of this Agreement.

7.1.2 Security Measures for Agile's personnel. Agile shall adopt reasonable and appropriate measures to ensure that the Security Measures are complied with by all persons acting under its authority, including employees, collaborators, agents, contractors and, where applicable, any Sub-processors, depending on the activities actually carried out. In particular, Agile shall ensure that all persons authorized to process the Client Personal Data have been duly instructed and bound by confidentiality obligations, in accordance with the EU and national data protection legislation. Agile shall further ensure compliant management of any system administrators involved in the management and technical maintenance of the Services, in compliance with the requirements established by the Italian Data Protection Authority's Order of 27 November 2008, or any subsequent applicable provisions.

7.1.3 Data security assistance by Agile. Agile shall assist the Client in ensuring compliance with any obligations of the Client regarding the security of personal data and personal data breaches, including (where applicable) the Controller's obligations pursuant to Articles 32 to 34 of the GDPR, by means of:

a) the implementation and maintenance of the Security Measures in accordance with Section 7.1.1 (Security Measures on Agile's systems);

(b) the implementation of the provisions set out in Section 7.2 (Data Breach); and

(c) providing the Controller with the Security Documentation in accordance with Section 7.5.1 (Review of the Security Documentation) and the information provided for in this Data Processing Agreement.

7.2 Data Breach

7.2.1 Professional diligence. Agile exercises professional diligence in monitoring the security of the Client Personal Data processed in the provision of the Processor Services.

7.2.2 Notification of Data Breach. Should Agile become aware of a Data Breach, Agile shall: (a) promptly and without undue delay inform the Controller of the Data Breach; (b) promptly adopt reasonable measures to minimize the damage and protect the Client Personal Data; and (c) provide due cooperation to the Controller in order to investigate the causes and severity of the Data Breach.

7.2.3 Details of the Data Breach. The notifications given pursuant to Section 7.2.2 (Notification of Data Breach) shall describe, to the extent known to Agile (including by means of supplementary notifications), the details of the Data Breach, including the categories and approximate number of Data Subjects concerned and of personal data records in question, the potential risks to the Data Subjects, and the measures that Agile has taken or recommends that the Client take to address the Data Breach and mitigate its effects. Should it not be possible to provide the aforesaid specific information within the timeframe envisaged, Agile shall indicate to the Client the reasons for the delay, in any case providing initial information regarding the breach identified and useful to the Client for the purposes of the relevant notification.

7.2.4 Sending of the notification. In the event of a Data Breach involving the Client Personal Data, Agile shall, where required to do so pursuant to applicable law, send a notification to the email address indicated by the Client for such purpose (the "Notification Email Address").

7.3 Client's responsibility and security assessment

7.3.1 Controller's responsibility for security. Without prejudice to Agile's obligations pursuant to Sections 7.1 (Security Measures and assistance by Agile) and 7.2 (Data Breach), the Client accepts that it is solely responsible for the use of the Processor Services, including protecting the authentication credentials of the accounts, systems and devices used by the Client to access the Processor Services.

7.4 Security certification. In order to assess and help ensure the continued effectiveness of the Security Measures, Agile may, at its own discretion, supplement the Security Measures and the Security Documentation by obtaining certifications (e.g., ISO 27001), codes of conduct and/or certification mechanisms.

7.5 Reviews and audits

7.5.1 Review of the Security Documentation. In order to demonstrate Agile's compliance with the obligations set out in this Data Processing Agreement, Agile shall make available to the Client the information relating to the technical, organizational and security measures adopted, as well as any available Security Documentation, that is actually necessary for the Client's regulatory compliance and that is formally requested in writing by the Client for the fulfilment of statutory obligations and to demonstrate the adoption of adequate technical and organizational measures.

7.5.2 Client's right of audit. The parties agree that:

(a) Agile shall further contribute to the inspection and audit activities that the Client wishes to carry out, directly or through another party engaged by it.

(b) such activities must be carried out in a manner that safeguards Agile's normal operations;

(c) the use of the information that the Controller and any party engaged by the Controller may become aware of in the course of the audit must be governed in advance by a specific confidentiality agreement.

7.5.3 Additional conditions for audits. For the performance of audits:

(a) The Client shall send Agile the audit request pursuant to Section 7.5.2(a) as described in Section 12.1 (Agile's Contacts), with at least 15 (fifteen) business days' prior notice, it being understood that such activity may not be carried out by the Client more than once (1) a year and, in any case, not before 12 (twelve) months have elapsed since the last audit activity carried out or commissioned by the Client;

(b) following receipt by the Client of a request pursuant to Section 7.5.3(a), Agile and the Client undertake to discuss and agree in advance the start date, scope and duration, and the security and confidentiality controls applicable to any audit pursuant to Section 7.5.2(a);

(c) no provision of this Data Processing Agreement may require Agile or its Affiliates to disclose or allow the Client or the third-party auditor access to:

(i) data of any other client of Agile;

(ii) Agile's internal accounting or financial information;

(iii) Agile's trade secrets and know-how;

(iv) any information that could compromise the security of Agile's systems or premises, or cause Agile to breach the obligations arising from the EU and National Data Protection Legislation or its security obligations towards the Client or third parties; or

(v) any information that the Client or the third-party auditor seeks to access for reasons other than the good-faith fulfilment of the Client's obligations under the EU and National Data Protection Legislation.

(d) the performance of the review and audit activities is conditional upon the execution of a specific confidentiality agreement between all parties involved and may not have an overall duration exceeding three business days.

7.5.4 The Client acknowledges and accepts that all costs arising from the performance of audits pursuant to this Section 7.5 (such as, by way of example, the costs of its own employees and of any consultants engaged) shall be borne exclusively by it.

8. Data protection impact assessments and prior consultation

Agile agrees (taking into account the nature of the processing and the information available to Agile) to provide reasonable assistance to the Client in order to ensure compliance with any obligations of the Client regarding data protection impact assessments and prior consultation, including the Client's obligations pursuant to Articles 35 and 36 of the GDPR.

9. Rights of Data Subjects

9.1 Responses to requests from Data Subjects. Agile guarantees adequate protection of the rights of the data subject, to the extent compatible with the characteristics of the services offered, as described in the Agreement, supporting the Client in fulfilling its obligation to respond to requests from Data Subjects for the exercise of their rights, including where such requests are received by Agile. In such case, Agile shall inform the Data Subject to direct its request directly to the Client. In any case, the Client shall be solely responsible for responding to the Data Subject's request.

9.2 Agile's assistance for requests from Data Subjects. Agile agrees (taking into account the nature of the processing of the Client Personal Data) to provide reasonable assistance to the Client in order to fulfil the Client's obligations with respect to requests for the exercise of the Data Subject's rights under Chapter III of the GDPR, by means of: (a) where possible, making available specific functionalities within the Processor Services; (b) complying with the undertakings set out in Section 9.1 (Responses to requests from Data Subjects).

10. Data transfers

10.1 Facilities for the storage and processing of data. The Client accepts and authorizes Agile to process (including through Sub-processors) the Client Personal Data within, and, where applicable, outside, the EEA, provided that such processing is supported by appropriate Transfer Mechanisms, to be indicated in Appendix 3, and takes place in accordance with the requirements of the EU and National Data Protection Legislation.

11. Sub-processors

11.1 Authorization for the engagement of Sub-processors. The Client grants general authorization for the engagement of Sub-processors for the provision of the Processor Services.

11.2 Information regarding Sub-processors. Agile agrees to set out the updated list of, and the respective information regarding, the Sub-processors in Appendix 3 to this Data Processing Agreement.

11.3 Requirements for the engagement of Sub-processors. When engaging a Sub-processor, Agile:

(a) shall ensure, by means of a written contract or other binding legal act, that:

(i) the Sub-processor accesses and uses the Client Personal Data only to the extent necessary to fulfil the obligations delegated to it by way of subcontracting, in accordance with the Agreement (including this Data Processing Agreement) and with the Transfer Mechanisms;

(ii) data protection obligations equivalent to those set out in Article 28(3) GDPR are imposed on the Sub-processor;

(b) remains fully liable for all obligations subcontracted to the Sub-processor.

11.4 Ability to object to changes to Sub-processors. The parties agree that:

(a) during the Term, Agile shall notify the Notification Email Address of its intention to engage new Sub-processors for the processing of the Client Personal Data. Such notice shall include the name, the activity carried out, and the country of establishment of the Sub-processors engaged, as well as the Transfer Mechanism, where applicable;

(b) should the Client consider, giving reasons and supporting documentation, that the Sub-processor is not suitable for the processing of the Client Personal Data, the Client may object to the engagement of such Sub-processor by notifying Agile within 10 days of the notice of engagement of the new Sub-processors. Agile may, at its own discretion, i) not engage the Sub-processor for the processing of the Client Personal Data; or ii) withdraw from the Agreement and/or from the individual Service concerned by giving notice thereof to the Client within 30 days of the notice of engagement of the new Sub-processors as described in Section 11.4(a), it being understood that the Client shall remain required to pay the entire Fee due pursuant to the Agreement and/or the Annex governing the Service concerned;

(c) in the absence of an objection as indicated in Section 11.4(b), Agile undertakes to transmit to the Notification Email Address the updated Appendix 3, which shall become an integral part of this Data Processing Agreement.

12. Agile's Contacts

12.1 Agile's Contacts. Except for the Notification Email Address, the provisions of the Agreement shall apply.

13. Conflicts

13.1 Conflicts between the parties' agreements. In the event of conflict or inconsistency between the provisions of the Agreement, the Annexes, the Data Processing Agreement and the Additional Instructions, unless otherwise established in this Data Processing Agreement, the following order of precedence shall apply: (a) the Additional Instructions; (b) the remaining provisions of the Data Processing Agreement; (c) the remaining provisions of the Annexes; and (d) the remaining provisions of the Agreement. Without prejudice to any amendments to the Data Processing Agreement, the Agreement and the relevant Annexes shall remain fully valid and effective.

13.2 Breaches of statutory or regulatory provisions. Any provision of the Data Processing Agreement and/or of the Additional Instructions that is contrary to the EU and National Data Protection Legislation shall be deemed not written and entirely replaced by the provision breached, where it is not capable of being derogated from by agreement between the parties.

14. Amendments

14.1 Amendments to the Appendices. Agile may periodically amend the content of the Appendices, if expressly permitted by the Data Processing Agreement.

14.2 Amendments to the Data Processing Agreement. Agile may amend this Data Processing Agreement if the amendment:

(a) is expressly permitted by the Data Processing Agreement;

(b) is mandatory in order to comply with applicable law, a judgment or other order of a court, or guidance issued by a Supervisory Authority or a governmental authority.

15. Competent court

15.1 In the event of disputes relating to the performance or interpretation of this Data Processing Agreement, the parties assign exclusive jurisdiction to the court provided for in the Agreement, with express derogation from any provisions otherwise established by laws or international conventions.

This Annex E governs the procedures for the activation, provision and use of the "Agent Studio" module, made available by Agile within the scope of the SaaS Platform, and constitutes an integral and substantial part thereof.

The provisions of this Annex E apply exclusively in the event of activation and/or use of the relevant Service by the Client and only for the duration of the relevant provision thereof.

To the extent not otherwise provided in this Annex E, the provisions of the Agreement, of Annex D - Data Processing Agreement (DPA) and, to the extent compatible, of Annex C, shall remain unaffected and fully applicable.

1. Purpose of the Service

1.1. The "Agent Studio" Service enables the Client to configure, activate and feed - by means of knowledge bases, documents, rules, FAQs, instructions and content of the Client, without this necessarily entailing the training, fine-tuning or retraining of AI models - and to use chatbots, virtual conversational agents and similar tools based on artificial intelligence technologies, intended for the management of interactions and communications with End Users through digital channels. In particular, the Service enables the Client to make available, on its own website or on other digital channels, a chatbot that interacts in an automated manner with its own End Users, including in the absence of, or without, the direct intervention of the Client or of a human operator, in order to provide information, assistance, support and responses to the requests of End Users, in accordance with the configuration and content defined by the Client.

1.2. The Service may make use of language models, algorithms, processing engines, application infrastructures, APIs and software components, including ones made available by third parties, as made available by Agile from time to time within the scope of the SaaS Platform.

1.3. The Service operates on the basis of data, content, instructions, prompts, documents, knowledge bases, behavioural rules, configuration parameters and materials provided, uploaded, selected or otherwise made available by the Client, which assumes all responsibility as to the lawfulness, accuracy, completeness, relevance, currency and usability thereof.

1.4. The Service has the nature of a mere technological support tool and does not entail, on the part of Agile, any obligation of result, any obligation of substantive supervision of the conversations, nor any obligation of prior approval, review or validation of the output generated.

2. Activation, configuration and use of the Service

2.1. The Service is made available to and usable by the Client within the Qlara Platform depending on the plan selected and/or subscribed to from time to time, as indicated in the Online Order and in the applicable economic conditions. Certain functionalities of the Service may be made available within the scope of the base Plans or of the Free Version, while further functionalities, capacities, thresholds or usage limits may be progressively unlocked through the activation of higher-tier Plans. The use, in whole or in part, of certain functionalities of the Service may further take place by means of the consumption of credits, whether included in the plan or purchasable separately by the Client, in accordance with the provisions of Art. 4.5 of the Agreement, the Online Order and the applicable economic conditions. Any activation of the Service shall take place in accordance with the procedures made available by Agile through the Qlara Platform or the Online Order. The Client acknowledges and accepts that, depending on the plan selected and/or subscribed to from time to time and on the Online Order, the Service or individual functionalities thereof may not be available, activatable or usable, without this entailing any liability on the part of Agile or any right of the Client to indemnities, refunds or compensation.

2.2. The Client undertakes to provide all information, configurations, instructions and materials necessary for the activation and proper functioning of the Service, guaranteeing the accuracy, correctness and currency thereof.

2.3. Agile reserves the right to make activation of the Service conditional upon the completion of technical, organizational or compliance checks, as well as to refuse or delay activation in the event of incomplete, inconsistent or non-compliant information.

3. Fee

3.1. The Service is provided in accordance with the Plan selected by the Client and resulting from the Online Order.

3.2. The usage limits, consumption thresholds, measurement metrics, included functionalities and any additional, ancillary or variable Fees provided for by the Plan selected by the Client and/or by the Online Order shall in any case remain applicable.

3.3. In the event of a discrepancy between the provisions of this Annex E and what is indicated, with reference to the commercial, quantitative or functional aspects of the Service, in the Online Order or in the Plan selected by the Client, the provisions of the latter shall prevail.

4. Duration

4.1. The Service is made available for the duration of the Agreement or, as the case may be, for the different duration of the module or applicable Plan resulting from the Online Order.

4.2. In the event of discontinuance, for any reason, of the Agreement or of the relevant module/service, the Service shall automatically cease, without prejudice to Agile's right to the Fees accrued or due pursuant to the Agreement and this Annex E.

5. Client's obligations

5.1. The Client undertakes to use the Service in compliance with the law, the Agreement, this Annex E, Annex D and any policy or instruction communicated by Agile from time to time.

5.2. The Client remains solely and exclusively responsible for: a) the configuration of the Service; b) the data, content and materials entered into the Service; c) the information provided to End Users; d) the conversations generated or managed through the Service; e) the verification and validation of the output; f) any decision, activity, omission or communication based, even only in part, on the output generated.

5.3. The Client further undertakes not to use the Service: a) in violation of statutory provisions, regulations, orders of the authority or third-party rights; b) for unlawful, deceptive, discriminatory, defamatory, abusive or harmful purposes; c) for the processing of data or information that the Agreement, the DPA or applicable law prohibit from being processed through the Services; d) in contexts in which, by law or by reason of the nature of the activity, the necessary intervention, oversight or judgment of a qualified human operator is required, where such intervention is not actually ensured.

5.4. The Client acknowledges that, where the Service enables direct interactions between an AI system and End Users, a clear, distinguishable and timely disclosure regarding the artificial nature of the interaction must be provided to End Users. Agile may make available a standard, non-removable disclosure, customizable by the Client, provided that it remains clear that the End User is interacting with an AI assistant.

6. Output and limitations of liability

6.1. The Client acknowledges and expressly accepts that the output generated by the Service: a) is produced in automated form on the basis of the data, content and instructions entered or made available by the Client; b) may contain errors, omissions, biases, inaccuracies, inconsistencies, incompleteness or lack of updating; c) may not, in the absence of independent human verification and validation by the Client, be considered as definitive information or as suitable to form the basis of autonomous decisions. The Client is aware that any FAQ drafts, response suggestions or knowledge-base improvements generated by the Service constitute mere operational proposals. They shall not be entered into the Client's knowledge base except following review, modification or approval by the Client. Following approval, such content shall be deemed content of the Client, which assumes all responsibility as to the lawfulness, accuracy, currency, completeness and suitability thereof.

6.2. Agile makes no representation or warranty, express or implied, as to the accuracy, reliability, completeness, lawfulness, originality, continuity, availability, quality, non-infringement of third-party rights or fitness for a specific purpose of the output generated or of the functionalities made available.

6.3. It remains understood that the limitations of liability set out in the Agreement and, where relevant, in Annex C, shall also apply, to the extent compatible.

7. Suspension and limitation of the Service

7.1. Agile reserves the right to suspend, limit, condition or deactivate, in whole or in part and including with immediate effect, access to the Service in the event of improper or anomalous use, use contrary to the Agreement, unlawful use, or use liable to expose Agile, its providers or third parties to risks of a technical, regulatory, reputational or security nature.

7.2. Agile's right to avail itself of Art. 18 of the Agreement and, where the relevant conditions are met, of Art. 6 of the same Agreement, shall in any case remain unaffected.

8. Personal Data and aggregated data

8.1. Any processing of Personal Data carried out in connection with the Service is governed by Annex D - Data Processing Agreement (DPA), which shall be deemed fully incorporated herein by reference.

8.2. The provisions of Art. 24 of the Agreement regarding Aggregated Data shall also remain unaffected.

8.3. Save as otherwise agreed in writing, Agile shall not use the data processed in connection with this Service for the purposes of generalized training of artificial intelligence models, save for the use of Aggregated Data within the limits set out in the Agreement and applicable law.

9. Reference to the Agreement

9.1. For all matters not expressly governed by this Annex E, the provisions of the Agreement and the relevant Annexes shall apply.

This Annex F governs the procedures for the activation, provision and use of the email marketing functionalities made available by Agile within the scope of the SaaS Platform, and constitutes an integral and substantial part thereof.

The provisions of this Annex F apply exclusively in the event of activation and/or use of the relevant Service by the Client and only for the duration of the relevant provision thereof.

To the extent not otherwise provided in this Annex F, the provisions of the Agreement, of Annex D - Data Processing Agreement (DPA) and, to the extent compatible, of Annexes A and B, shall remain unaffected and fully applicable.

1. Purpose of the Service

1.1. The Service enables the Client to create, schedule, manage, send, automate and monitor email communication campaigns addressed to recipients and contacts within its own availability.

1.2. The Service consists in the mere provision of technological tools intended for the operational management of the campaigns and does not include any prior verification, approval or control activity by Agile in relation to: a) the lawfulness of the contact lists; b) the content transmitted; c) the methods of data collection; d) the existence of the statutory requirements necessary for the sending of the communications.

2. Activation and use of the Service

2.1. The Service is made available to and usable by the Client within the Qlara Platform depending on the plan selected and/or subscribed to from time to time, as indicated in the Online Order and in the applicable economic conditions. Certain functionalities of the Service may be made available within the scope of the base Plans or of the Free Version, while further functionalities, capacities, thresholds or usage limits may be progressively unlocked through the activation of higher-tier Plans. The use, in whole or in part, of certain functionalities of the Service may further take place by means of the consumption of credits, whether included in the plan or purchasable separately by the Client, in accordance with the provisions of Art. 4.5 of the Agreement, the Online Order and the applicable economic conditions. Any activation of the Service shall take place in accordance with the procedures made available by Agile through the Qlara Platform or the Online Order. The Client acknowledges and accepts that, depending on the plan selected and/or subscribed to from time to time and on the Online Order, the Service or individual functionalities thereof may not be available, activatable or usable, without this entailing any liability on the part of Agile or any right of the Client to indemnities, refunds or compensation.

2.2. The Client undertakes to properly configure the Service and to provide all information necessary for the use thereof, including any domain data, sender data, contact lists and technical settings required.

3. Fee

3.1. The Service is provided in accordance with the Plan selected by the Client and resulting from the Online Order. The provisions of Art. 4.5 of the Agreement regarding credits shall remain unaffected, should the Email Marketing Service operate, in whole or in part, by means of the consumption of credits included in the Plan or purchasable separately by the Client.

3.2. The usage limits, quantitative thresholds, included functionalities, technical usage parameters and any additional or variable Fees provided for by the Plan selected and/or by the Online Order shall in any case remain applicable.

3.3. In the event of a discrepancy between this Annex F and the Online Order with regard to the economic, quantitative or functional aspects of the Service, the provisions resulting from the Online Order shall prevail.

4. Duration

4.1. The Service is made available for the duration of the Agreement or, as the case may be, for the different duration of the module or applicable Plan resulting from the Online Order.

4.2. In the event of discontinuance, for any reason, of the Agreement or of the relevant module/service, the Service shall automatically cease.

5. Client's obligations and limitations of liability

5.1. Agile assumes no liability in relation to: a) the content of the communications prepared, scheduled or sent by the Client; b) the provenance, quality, currency, accuracy or lawfulness of the contact lists used by the Client; c) the existence of an appropriate legal basis for the processing of Personal Data and for the sending of the communications; d) the fulfilment of the information obligations or of the obligations relating to the collection, management and documentation of consent, where required; e) the outcomes of the campaigns, including, by way of example only, delivery, open, interaction, click-through or conversion rates; f) anti-spam filters, blocks, limitations or restrictive measures adopted by email providers, network operators or other third parties.

5.2. The Client remains the sole and exclusive party responsible for the compliance of the campaigns and communications sent through the Service with applicable law, including the Applicable Data Protection Legislation and every applicable provision regarding electronic communications, direct marketing, commercial practices, consumer protection and unwanted communications. The Client acknowledges and accepts that Agile provides solely the technological infrastructure of the Service and does not assume the capacity of sender of the communications pursuant to applicable law regarding commercial communications, spam, direct marketing or unwanted communications. The Client accordingly remains the sole party responsible for the lawfulness of the communications sent, for the legal basis invoked, for the content thereof, and for the fulfilment of all applicable informational and statutory obligations.

5.3. The Client undertakes to use exclusively contact lists acquired and managed in compliance with applicable law and to promptly respond to requests for opposition, deletion, revocation of consent or, more generally, the exercise of rights by data subjects. Should the Client activate tracking functionalities, including open pixels, click tracking, engagement metrics or individual analytics, the Client remains responsible for providing data subjects with appropriate notice and, where required, for obtaining consent or another appropriate legal basis.

5.4 The existence of an appropriate legal basis for the processing of Personal Data and for the sending of the communications constitutes an essential prerequisite for the use of the Service. Agile reserves the right to suspend, limit or discontinue the Service should it find, including on the basis of complaints, reports, technical indicators or internal checks, elements liable to give reasonable grounds to believe that the communications sent by the Client are not compliant with applicable law.

5.5 Agile reserves the right to request from the Client, at any time, documentation suitable to demonstrate the lawfulness of the collection of the contacts, the existence of the legal basis invoked, the content of the notices provided to data subjects and, where applicable, proof of consent. Should the documentation requested not be transmitted within the term indicated by Agile, or should the documentation be absent, incomplete or unsuitable, Agile may suspend or limit the Service, without prejudice to any further remedy provided for under the Agreement.

5.6 The Client acknowledges that improper or unlawful use of the Service, including unwanted communications or communications sent in the absence of the necessary statutory requirements, may compromise the reputation of the technical infrastructures, domains, IP addresses or sending tools used by Agile. In such cases, the Client remains solely responsible for the breaches committed and undertakes to indemnify and hold harmless Agile from any harm, damage, cost, charge, claim or penalty arising, directly or indirectly, from blacklisting, blocklisting or other restrictive measures adopted by operators, providers or third parties.

6. Suspension of the Service

6.1. Agile reserves the right to suspend, limit or discontinue, including with immediate effect, the provision of the Service, in whole or in part, in the presence of one or more of the following circumstances: anomalous sendings; high bounce or hard bounce rates; spam reports; negative feedback loops; recipient complaints; evidence of the use of lists not compliant with applicable law; further technical indicators incompatible with lawful and diligent use of the Service; unlawful or abusive uses; activities liable to compromise the reputation of the technical infrastructures, domains, IP addresses or sending tools used by Agile.

6.2. The provisions of Arts. 6 and 18 of the Agreement shall remain unaffected.

6.3 Should the delivery of the communications sent through the Service be prevented, delayed, filtered, blocked or otherwise not completed for causes not attributable to Agile, including those depending on third-party providers, operators, recipient servers, anti-spam systems, blacklists, security policies or recipient configurations, the Fees accrued shall in any case remain due from the Client.

7. Personal Data

7.1. The processing of Personal Data carried out in connection with the Service is governed by Annex D - Data Processing Agreement (DPA), which shall be deemed fully incorporated herein by reference.

7.2. It remains understood that the Client acts as Controller in relation to the Personal Data of the recipients of the campaigns and is exclusively responsible for the lawfulness of the collection and subsequent use thereof.

8. Reference to the Agreement

8.1. For all matters not expressly governed by this Annex F, the provisions of the Agreement and the relevant Annexes shall apply.

This Annex G governs the procedures for the activation, provision and use of the booking engine functionalities made available by Agile within the scope of the SaaS Platform, and constitutes an integral and substantial part thereof.

The provisions of this Annex G apply exclusively in the event of activation and/or use of the relevant Service by the Client and only for the duration of the relevant provision thereof.

To the extent not otherwise provided in this Annex G, the provisions of the Agreement and of Annex D - Data Processing Agreement (DPA) shall remain unaffected and fully applicable.

1. Purpose of the Service

1.1. The Service enables the Client to manage booking, scheduling, agenda and appointment-setting systems with End Users.

1.2. The Service further enables the collection and organization, through the SaaS Platform, of the information necessary for the management of bookings, availability and interactions with End Users.

1.3. Agile makes available a technological infrastructure and assumes no liability in relation to the actual provision of the underlying services, performances or activities booked through the SaaS Platform.

1.4 Any collection by the Client of payments from its own End Users in relation to bookings is governed by Article 11.4 (Payment services) of the Agreement, which shall be deemed fully incorporated herein by reference.

2. Activation and use of the Service

2.1. The Service is made available to and usable by the Client within the Qlara Platform depending on the plan selected and/or subscribed to from time to time, as indicated in the Online Order and in the applicable economic conditions. Certain functionalities of the Service may be made available within the scope of the base Plans or of the Free Version, while further functionalities, capacities, thresholds or usage limits may be progressively unlocked through the activation of higher-tier Plans. The use, in whole or in part, of certain functionalities of the Service may further take place by means of the consumption of credits, whether included in the plan or purchasable separately by the Client, in accordance with the provisions of Art. 4.5 of the Agreement, the Online Order and the applicable economic conditions. Any activation of the Service shall take place in accordance with the procedures made available by Agile through the Qlara Platform or the Online Order. The Client acknowledges and accepts that, depending on the plan selected and/or subscribed to from time to time and on the Online Order, the Service or individual functionalities thereof may not be available, activatable or usable, without this entailing any liability on the part of Agile or any right of the Client to indemnities, refunds or compensation.

2.2. The Client undertakes to properly configure availability, calendars, slots, resources, booking rules and every other setting necessary for the proper functioning of the Service.

3. Fee

3.1. The Service is provided in accordance with the Plan selected by the Client and resulting from the Online Order.

3.2. The usage limits, quantitative thresholds, included functionalities and any additional or variable Fees provided for by the Plan selected and/or by the Online Order shall in any case remain applicable.

3.3. In the event of a discrepancy between this Annex G and the Online Order with reference to the economic, quantitative or functional aspects of the Service, the provisions of the Online Order shall prevail.

4. Duration

4.1. The Service is made available for the duration of the Agreement or, as the case may be, for the different duration of the module or applicable Plan resulting from the Online Order.

4.2. In the event of discontinuance, for any reason, of the Agreement or of the relevant module/service, the Service shall automatically cease.

5. Limitations of liability and Client's obligations

5.1. Agile assumes no liability in relation to: a) the accuracy, completeness, truthfulness or currency of the data entered by the Client or by End Users; b) the proper configuration of calendars, availability, resources, time slots or booking criteria; c) the actual provision of the underlying services, performances or activities booked through the SaaS Platform; d) organizational malfunctions, cancellations, overlaps, overbooking, unavailability or scheduling errors attributable to the Client, End Users or third parties.

5.2. The Client remains solely responsible for the management of availability, the conditions applicable to bookings, the information provided to End Users and, more generally, the use of the Service in compliance with applicable law. In particular, should the Client make visible through the Service the names, availability, role, specialization or calendar of its own employees, collaborators or professionals, the Client warrants that such data are relevant and not excessive and that the data subjects have been duly informed.

5.3. Save as otherwise agreed in writing, the Client undertakes not to use the Service for the processing of special categories of Personal Data pursuant to Art. 9 GDPR, of data relating to criminal convictions and offences pursuant to Art. 10 GDPR, of data relating to minors, of data processed for healthcare purposes or, more generally, of data subject to special or enhanced regimes, except to the extent that this is strictly necessary, lawful and supported by an adequate legal basis, notice and security measures under the responsibility of the Client, and every other requirement necessary pursuant to the applicable statutory provisions.

6. Suspension of the Service

6.1. Agile reserves the right to suspend or limit the Service in the event of anomalous, unlawful, abusive use or use otherwise contrary to the Agreement.

6.2. The provisions of Arts. 6 and 18 of the Agreement shall remain unaffected.

7. Personal Data

7.1. The processing of Personal Data carried out in connection with the Service is governed by Annex D - Data Processing Agreement (DPA), which shall be deemed fully incorporated herein by reference.

8. Reference to the Agreement

8.1. For all matters not expressly governed by this Annex G, the provisions of the Agreement and the relevant Annexes shall apply.

This Annex H governs the procedures for the activation, provision and use of the functionalities of the Qlara Platform that enable the Client to create, manage, host, publish and disseminate web content, including mini-sites, landing pages and similar digital tools, as well as to display, promote and sell its own products and/or services to End Users through e-commerce functionalities.

The provisions of this Annex H apply exclusively in the event of activation and/or use of the relevant Service by the Client and only for the duration of the relevant provision thereof.

To the extent not otherwise provided in this Annex H, the provisions of the Agreement and of Annex D - Data Processing Agreement (DPA) shall remain unaffected and fully applicable.

1. Purpose of the Service

1.1. The Service consists in the provision of tools for the hosting, publication and technical management of the Client's web content.

1.2. Agile is not required to carry out any prior control, systematic review or approval activity in relation to the content uploaded, published or otherwise disseminated by the Client through the Service, nor does it assume any editorial role in relation to the content uploaded, selected, published or disseminated by the Client.

1.3 In connection with the Service, Agile may make available e-commerce functionalities that enable the Client to display, promote and sell its own products and/or services to End Users through showcase sites, mini-sites and landing pages, including by means of connectors and integrations with third-party platforms, as well as to receive and manage the related orders. Agile makes available exclusively the infrastructure and technological tools necessary for the management of online sales and in no case assumes the capacity of seller, reseller, agent, representative or intermediary of the Client, nor does it become a party to the sale contracts concluded between the Client and End Users. Agile does not collect the sale proceeds on behalf of the Client, does not hold amounts in deposit or as security, and does not carry out any logistics, warehousing, shipping or delivery activity in respect of the products. The Client is the sole and exclusive party responsible for its own sales activity and for the relationships with End Users and, in particular: a) for the products and/or services offered, the lawfulness, safety, compliance, quality and availability thereof; b) for the completeness, accuracy, truthfulness and currency of the pre-contractual information, descriptions, prices, applicable taxes and conditions of sale; c) for the full performance of the obligations provided for by applicable law regarding electronic commerce, consumer protection, the right of withdrawal, statutory conformity guarantees, commercial practices, invoicing and tax compliance; d) for the management of orders, confirmations, shipments, deliveries, returns, refunds, warranties, complaints, disputes and controversies with End Users; e) for obtaining all authorizations, licenses and titles that may be necessary for the conduct of its own activity and for the sale of the products and/or services. The collection of payments relating to sales is governed by Art. 11.4 (Payment services) of the Agreement, which shall be deemed fully incorporated herein by reference. The connectors and integrations with third-party platforms constitute Third-Party Services pursuant to Arts. 11.1, 11.2 and 11.5 of the Agreement and are subject to the relevant Provider Terms. The Client acknowledges and accepts that Agile assumes no liability in relation to the conclusion, validity and performance of the sale contracts, the actual delivery of the products, the compliance thereof, or the commercial outcomes of the sales, and undertakes to indemnify and hold harmless Agile, pursuant to Art. 12.4 of the Agreement, from any claim, dispute, complaint, damage, penalty, cost or charge asserted by End Users, third parties or Authorities, in any way connected with or arising from the sales activity carried out through the Service.

1.4 Save as otherwise provided in the Plan selected and/or in the Online Order, the Service includes the hosting of the content published by the Client within the limits and thresholds of the Plan, including any maximum number of showcase sites, mini-sites or landing pages that may be activated. The registration, maintenance, renewal and related costs of any custom domains remain the exclusive responsibility of the Client, which represents and warrants that it lawfully holds the same and that it does not infringe third-party rights. Agile assumes no liability in relation to the ownership, registration, renewal or loss of the Client's domains.

2. Activation and use of the Service

2.1. The Service is made available to and usable by the Client within the Qlara Platform depending on the plan selected and/or subscribed to from time to time, as indicated in the Online Order and in the applicable economic conditions. Certain functionalities of the Service may be made available within the scope of the base Plans or of the Free Version, while further functionalities, capacities, thresholds or usage limits may be progressively unlocked through the activation of higher-tier Plans. The use, in whole or in part, of certain functionalities of the Service may further take place by means of the consumption of credits, whether included in the plan or purchasable separately by the Client, in accordance with the provisions of Art. 4.5 of the Agreement, the Online Order and the applicable economic conditions. Any activation of the Service shall take place in accordance with the procedures made available by Agile through the Qlara Platform or the Online Order. The Client acknowledges and accepts that, depending on the plan selected and/or subscribed to from time to time and on the Online Order, the Service or individual functionalities thereof may not be available, activatable or usable, without this entailing any liability on the part of Agile or any right of the Client to indemnities, refunds or compensation.

2.2. The Client remains exclusively responsible for the configuration, population and management of the content published through the Service.

3. Fee

3.1. The Service is provided in accordance with the Plan selected by the Client and resulting from the Online Order.

3.2. The usage limits, quantitative thresholds, included functionalities and any additional or variable Fees provided for by the Plan selected and/or by the Online Order shall in any case remain applicable.

3.3. In the event of a discrepancy between this Annex H and the Online Order with regard to the economic, quantitative or functional aspects of the Service, the provisions of the Online Order shall prevail.

4. Duration

4.1. The Service is made available for the duration of the Agreement or, as the case may be, for the different duration of the module or applicable Plan resulting from the Online Order.

4.2. In the event of discontinuance, for any reason, of the Agreement or of the relevant module/service, the Service shall automatically cease.

5. Liability for content and conditions of use. Accessibility

5.1. The Client remains solely and exclusively responsible for: a) the lawfulness, accuracy, completeness, truthfulness and currency of the content published; b) the ownership or lawful availability of the rights relating to the texts, images, trademarks, distinctive signs, databases, materials, content and information used; c) the compliance of the content with applicable law, including the provisions regarding Intellectual Property, competition, advertising, consumer protection, protection of Personal Data and third-party rights.

5.2. Agile assumes no liability in relation to the content published by the Client, nor with reference to claims, disputes, complaints or claims for damages asserted by third parties as a result of such content.

5.3. Without prejudice to the provisions of Article 26 of the Agreement, the Client remains responsible for the content, texts, images, media, forms and configurations published through the Service, including with reference to any applicable accessibility requirements. Agile may, at its own discretion, make available templates or technical functionalities oriented towards accessibility, without assuming liability for the actual use made by the Client and by reason of the business sector in which the Client operates.

6. Reports, removal, disabling and suspension

6.1. Agile may receive reports relating to content published through the Service and may adopt proportionate measures, including removal, disabling, deactivation of access, suspension or a request for clarifications to the Client. In particular, Agile reserves the right, including with immediate effect and without prior notice where this is reasonably necessary, to remove, disable, deactivate or suspend content, as well as pages, accounts or access, in the presence of: a) breaches of the Agreement; b) orders or requests from the competent authority; c) substantiated reports of unlawfulness; d) risks to the security, integrity or continuity of the Service; e) content that is manifestly unlawful, deceptive, defamatory, harmful or in violation of third-party rights.

7. Personal Data

7.1. The processing of Personal Data carried out in connection with the Service is governed by Annex D - Data Processing Agreement (DPA), which shall be deemed fully incorporated herein by reference.

7.2. It remains understood that the Client, as Controller of the data collected through the content published, remains exclusively responsible for the information obligations, the consent-collection mechanisms where necessary, the management of cookies, and the further obligations imposed by applicable law.

8. Reference to the Agreement

8.1. For all matters not expressly governed by this Annex H, the provisions of the Agreement and the relevant Annexes shall apply.

This Annex I governs the procedures for the activation, provision and use of the functionalities of the Qlara Platform that enable the Client to collect, organize, archive and manage data and information by means of digital forms, QR codes, loyalty programs or tools and similar functionalities.

The provisions of this Annex I apply exclusively in the event of activation and/or use of the relevant Service by the Client and only for the duration of the relevant provision thereof.

To the extent not otherwise provided in this Annex I, the provisions of the Agreement and of Annex D - Data Processing Agreement (DPA) shall remain unaffected and fully applicable.

1. Purpose of the Service

1.1. The Service consists in the provision of technological tools intended for the collection and management of data and information in connection with the Client's activities.

2. Activation and use of the Service

2.1. The Service is made available to and usable by the Client within the Qlara Platform depending on the plan selected and/or subscribed to from time to time, as indicated in the Online Order and in the applicable economic conditions. Certain functionalities of the Service may be made available within the scope of the base Plans or of the Free Version, while further functionalities, capacities, thresholds or usage limits may be progressively unlocked through the activation of higher-tier Plans. The use, in whole or in part, of certain functionalities of the Service may further take place by means of the consumption of credits, whether included in the plan or purchasable separately by the Client, in accordance with the provisions of Art. 4.5 of the Agreement, the Online Order and the applicable economic conditions. Any activation of the Service shall take place in accordance with the procedures made available by Agile through the Qlara Platform or the Online Order. The Client acknowledges and accepts that, depending on the plan selected and/or subscribed to from time to time and on the Online Order, the Service or individual functionalities thereof may not be available, activatable or usable, without this entailing any liability on the part of Agile or any right of the Client to indemnities, refunds or compensation.

2.2. The Client undertakes to properly configure the Service, the notices, the collection forms and every other element required for the lawful use thereof.

3. Fee

3.1. The Service is provided in accordance with the Plan selected by the Client and resulting from the Online Order.

3.2. The usage limits, quantitative thresholds, included functionalities and any additional or variable Fees provided for by the Plan selected and/or by the Online Order shall in any case remain applicable.

3.3. In the event of a discrepancy between this Annex I and the Online Order with regard to the economic, quantitative or functional aspects of the Service, the provisions of the Online Order shall prevail.

4. Duration

4.1. The Service is made available for the duration of the Agreement or, as the case may be, for the different duration of the module or applicable Plan resulting from the Online Order.

4.2. In the event of discontinuance, for any reason, of the Agreement or of the relevant module/service, the Service shall automatically cease.

5. Liability and conditions of use

5.1. Agile assumes no liability in relation to: a) the existence of an appropriate legal basis for the processing; b) the accuracy, adequacy, completeness or compliance of the notices provided to data subjects; c) the lawfulness of the data collection methods; d) the relevance, accuracy or currency of the data collected; e) the regulatory compliance of any promotional initiatives, loyalty programs, profiling activities or further processing connected with the use of the Service.

5.2. The Client remains solely and exclusively responsible for the configuration of the forms and for the methods of collection, use, retention, segmentation, profiling, communication and further processing of the Personal Data collected through the Service, for any use of dynamic QR codes or persistent identifiers, for loyalty programs, as well as for the compliance of the entire processing with the Applicable Data Protection Legislation.

6. Suspension of the Service

6.1. Agile reserves the right to suspend or limit access to the Service in the event of unlawful or abusive use, or use otherwise liable to give rise to regulatory breaches, complaints by data subjects or risks to the fundamental rights and freedoms of the latter.

6.2. The provisions of Arts. 6 and 18 of the Agreement shall remain unaffected.

7. Personal Data

7.1. The processing of Personal Data carried out in connection with the Service is governed by Annex D - Data Processing Agreement (DPA), which shall be deemed fully incorporated herein by reference.

8. Reference to the Agreement

8.1. For all matters not expressly governed by this Annex I, the provisions of the Agreement and the relevant Annexes shall apply.

This Annex J governs the procedures for the activation, provision and use of the functionalities of the SaaS Platform that enable the Client to process data, information and content of its own relevance and to obtain analyses, summaries, classifications, operational recommendations, suggestions and further output generated by means of artificial intelligence technologies.

The provisions of this Annex J apply exclusively in the event of activation and/or use of the relevant Service by the Client and only for the duration of the relevant provision thereof.

To the extent not otherwise provided in this Annex J, the provisions of the Agreement, of Annex C and of Annex D - Data Processing Agreement (DPA) shall remain unaffected and fully applicable. In the event of conflict, the provisions of this Annex J shall prevail, with exclusive reference to the Service governed therein.

1. Purpose of the Service

1.1. The Service enables the Client to process data, information and content of its own relevance and to obtain output generated or supported by artificial intelligence technologies, having the nature of decision-making, organizational or operational support.

1.2. The Service is merely technological in nature and does not constitute professional advice, specialist technical opinion, binding recommendation, or any activity substituting the Client's own assessment, judgment or human oversight.

1.3. The functionalities governed by this Annex J constitute a further module or service of the SaaS Platform and remain distinct from the AI Assistant Service governed by Annex C, save as otherwise expressly provided in the Online Order.

2. Activation and use of the Service

2.1. The Service is made available to and usable by the Client within the Qlara Platform depending on the plan selected and/or subscribed to from time to time, as indicated in the Online Order and in the applicable economic conditions. Certain functionalities of the Service may be made available within the scope of the base Plans or of the Free Version, while further functionalities, capacities, thresholds or usage limits may be progressively unlocked through the activation of higher-tier Plans. Taking into account the nature of the artificial intelligence functionalities, the use, in whole or in part, of certain functionalities of the Service may take place by means of the consumption of credits, whether included in the plan or purchasable separately by the Client, in accordance with the provisions of Art. 4.5 of the Agreement, the Online Order and the applicable economic conditions. Any activation of the Service shall take place in accordance with the procedures made available by Agile through the Qlara Platform or the Online Order. The Client acknowledges and accepts that, depending on the plan selected and/or subscribed to from time to time and on the Online Order, the Service or individual functionalities thereof may not be available, activatable or usable, without this entailing any liability on the part of Agile or any right of the Client to indemnities, refunds or compensation.

2.2. The Client undertakes to provide data, content, instructions and configurations suitable for the proper functioning of the Service, assuming all responsibility therefor.

3. Fee

3.1. The Service is provided in accordance with the Plan selected by the Client and resulting from the Online Order.

3.2. The usage limits, quantitative thresholds, included functionalities and any additional or variable Fees provided for by the Plan selected and/or by the Online Order shall in any case remain applicable.

3.3. In the event of a discrepancy between this Annex J and the Online Order with regard to the economic, quantitative or functional aspects of the Service, the provisions of the Online Order shall prevail.

4. Duration

4.1. The Service is made available for the duration of the Agreement or, as the case may be, for the different duration of the module or applicable Plan resulting from the Online Order.

4.2. In the event of discontinuance, for any reason, of the Agreement or of the relevant module/service, the Service shall automatically cease.

5. Output, limitations of liability and Client's obligations

5.1. The Client acknowledges that the output, analyses and suggestions generated by the Service: a) are processed automatically on the basis of the data, content and instructions provided; b) may contain errors, omissions, inaccuracies, biases, simplifications or lack of updating; c) require, in any case, an independent and critical verification by the Client prior to any operational, commercial, organizational or decision-making use.

5.2. Agile provides no warranty, express or implied, as to the accuracy, completeness, reliability, currency, continuity, quality or fitness for a specific purpose of the output generated, and may not be held liable for decisions, activities, omissions, losses or damages arising from reliance, whether total or partial, on such output.

5.3. The Client remains the sole party responsible for the final assessment of the results produced by the Service, for any incorporation thereof into its own internal processes, and for the use thereof in connection with its own activity.

5.4. The Client undertakes not to use the Service for purposes prohibited by law, by the Agreement, by Agile's policies or by applicable law regarding artificial intelligence and data protection.

6. Suspension of the Service

6.1. Agile reserves the right to suspend or limit the Service in the presence of improper, anomalous or unlawful use, or use contrary to the Agreement.

6.2. The provisions of Arts. 6 and 18 of the Agreement shall remain unaffected.

7. Personal Data and aggregated data

7.1. The processing of Personal Data carried out in connection with the Service is governed by Annex D - Data Processing Agreement (DPA), which shall be deemed fully incorporated herein by reference.

7.2. The provisions of Art. 24 of the Agreement regarding Aggregated Data shall also remain unaffected.

7.3. Save as otherwise agreed in writing, the Client's data processed in connection with the Service shall not be used by Agile for the purposes of generalized training of artificial intelligence models, save as permitted with reference to Aggregated Data and data that is anonymized or not attributable to the Client or to identified or identifiable data subjects.

8. Reference to the Agreement

8.1. For all matters not expressly governed by this Annex J, the provisions of the Agreement and the relevant Annexes shall apply.