Terms&Conditions

T&C, Data Protection Agreement and Conditions of software maintenance and technical support

This Agreement is a legally binding agreement between Xcally S.r.l., P.IVA 09668910012, having its registered office in 20037 - Paderno Dugnano (MI), Italy, Via I Maggio, n. 13 and the User, as better defined in art. 1.1 lett. j) below, with respect to the use of the software called XPLANY by XCALLY S.r.l.
By completing the process of registering a personal profile through the above link or otherwise using the software in question, the User enters into this agreement, accepting every provision contained herein. Use of the software without entering into this agreement constitutes a violation of the copyrights and trademarks owned by or available to XCALLY S.r.l.

1. Definitions

1.1 Where referenced in this agreement, the terms listed below shall have the meanings set forth herein. Each definition stated in the singular also includes the plural version and vice versa:

2. Subject Matter of the Agreement

2.1 By means of this Agreement, Licensor, as the owner of the Software, grants User a non-exclusive, time-limited license to use the Software, subject to the terms and conditions set forth herein. The Software shall remain the property of Licensor, or its successors in title, the sole owner of the relevant copyright and economic use rights, as well as the holder of the source code.

2.2 The User is only granted a right to use the Software as an end user, without any right to grant sublicenses, or to assign, in whole or in part, this Agreement or any of the rights arising therefrom.

2.3 You agree not to use the Software for any purpose or in any manner other than as expressly set forth in this Agreement.

2.4 Licensor reserves the right, in its sole discretion, at any time and from time to time, to change any or all of the features and conditions of use of the Software, without limitation or liability of any kind.

3. Types of License

3.1 The Licensor provides the Software to the User under different types of licenses, as follows.

3.2 Subscription License: with a Subscription License, Licensor grants User a time-limited, fee-based, non-exclusive, non-transferable, non-sublicensable license to use the Software. The duration of the Subscription License as well as the fee due, payment terms and conditions will be set in the Plan chosen by the User.

3.3 TrialLicense: with a Trial License, the Licensor grants the First Level User a 30 (thirty) day, royalty-free, non-exclusive, non-transferable, non-sublicensable license to use the Software. In any case, the right of use under the Trial License is limited to the exclusive purposes of testing and evaluation of the Software. Any use, directly or indirectly, in whole or in part commercial, for profit, training or any other purpose other than the testing or evaluation of the Software is therefore excluded. The functions and use of the Software may be restricted at Licensor's sole discretion. The duration and effectiveness of the Trial License shall commence on the day when the First Level User has completed the Account creation process, the User Page has been activated and made accessible to the First Level User. After 30 (thirty) days of the validity of the Trial License, it shall be replaced by the Subscription License selected by the party with the order document. This is without prejudice to the right of termination, to be exercised by giving notice of at least 7 (seven) days from the expiration date of the Trial License.
At the end of the term of the Trial License, where the First Tier User has given notice of termination, the same will be inhibited from accessing the Software, resulting in the deletion of its Account and Content. In such event, the User shall have no claim against Licensor for any reason or title whatsoever. Under nocircumstances, for the Trial License, is there any provision for the preservation/archiving of the Data and Content entered by the User in the Software, which therefore cannot be the subject of any claim.

3.4 Customized License: the Licensor may, from time to time and at its complete discretion, allow the User to use the Software or specific functions thereof under terms and conditions different from those covered by this Agreement and specifically agreed upon through separate agreement with the User. In such case, in the event of any conflict between the individual provisions of the Agreement and those of the Customized License agreement, the provisions of the latter shall prevail, subject to the applicability of the provisions of this Agreement not in conflict with the Customized License.

4. Licensor's Responsibilities

4.1 The Licensor provides the Software to the User by making it accessible via the web at https://app.xplany.com/.

4.2 The Software is released in its current state. The Licensor makes no express or implied representations or warranties that the Software is suitable to meet the User's needs, that it is error-free, or that it has functionality not provided for in the technical specifications and related documentation

4.3 It is the User's responsibility to verify the operation of the Software and its suitability for achieving the intended results.

4.4 The User acknowledges that, except in cases of willful misconduct or gross negligence, the Licensor shall under no circumstances be held liable for any damage incurred by the User or third parties as a result of the use or non-use of the Software.

4.5 In any event, except in cases of willful misconduct or gross negligence, Licensor's liability shall never exceed the amount of the fees paid by Licensor under the Agreement in the year in which the event from which Licensor's liability arises occurred.

4.6 The Licensor does not guarantee to the User the continuity of the connection to the Software and, therefore, shall not be liable in any way for any technical disruption that prevents the connection to the Software or to individual pages thereof and/or the use of one or more of its features.

4.7 The Licensor shall not be liable for interruptions of the Software due to unforeseeable, exceptional and force majeure causes such as hacker attacks, failures of data lines, power lines and/or national or international networks and/or its own or other operators' technical equipment necessary for the regular operation of the Software and not dependent on poor maintenance attributable to the Licensor.

4.8 If the Licensor suspends the service and ancillary services due to the occurrence of any of the assumptions referred to in the preceding paragraph, it shall not be liable to refund the portion of the agreed consideration corresponding to the period not enjoyed.

4.9 The User acknowledges and declares that he/she shall have no claim against the Licensor in the event of any inefficiency affecting access to the platform or its correct and complete functionality.

4.10 The Licensor reserves the right to update the technical specifications of the Software at any time to improve its performance and functionality providing only notice to the User when such updates become effective.

4.11 However, Licensor shall not be liable to User or any other person for any damages and/or injury, direct or indirect, consequential or incidental, relating to (i) loss of data, (ii) lost profits, (iii) loss of opportunity, and (iv) loss of utility, regardless of the cause and assumption of liability upon which they are based, including but not limited to breach of contract, tort, or violation of the rules of Law, regardless of whether the party in question has been advised as to the possibility of producing such damages.

5. Liability of the User

5.1 In the case of a User who is a natural person, the latter represents and warrants that he/she is at least 18 years of age, or that he/she is of the different and greater age stipulated by the applicable Law in the State in which the User has his/her residence, for the full recognition of the legal capacity to contract. The User natural person also warrants that he/she has full and unconditional legal capacity to assume all, without exception, the obligations under this Agreement and that there are no impediments and/or limitations of any kind to such capacity.

5.2 In the case of a User who is a legal entity, the natural person who will be accepting this Agreement and registering the Account in the name and on behalf of the User who is a legal entity represents and warrants that he or she has all necessary authority to effectively and legally bind the User who is a legal entity in accordance with the obligations set forth in this Agreement.

5.3 The User may use the Software only in accordance with the terms of this Agreement. User is solely responsible for the use of the Software and is required to adhere to, and ensure compliance with, all Laws related to the use of the Software, without limitation.

5.4 In order to register your Account to and/or use certain features of the Software, You may be required to provide personal information. The User represents that the information provided will be correct. The User will also be asked to choose a user name and password to access the Software. The User assumes full responsibility for ensuring the security of his/her user name and password and agrees not to disclose such information to any third party.

5.5 The User agrees to be solely responsible for Content submitted, transmitted, displayed and/or uploaded by him/her while using the Software, and for compliance with all Laws regarding such Content, including, without limitation, Laws requiring the User to obtain consents to the transmission, acquisition and display of such Content. User represents and warrants that it has the right to upload Content to the Software and that such use does not violate any rights of any third party or any Laws applicable to this Agreement under Section 15, or those different Laws applicable where such Content is transmitted and/or received and/or where User has its residence or registered office. In no event shall Licensor be liable in any manner whatsoever for a) Content transmitted or displayed during the use of the Software, b) errors or omissions in the Content, c) loss or damage of any kind resulting from the use of, access to, or denial of access to the Content.

5.6 The User expressly acknowledges that the Licensor may not have any prior control over the Content, recognizing exclusively on the User himself/herself any responsibility regarding the possible, total or partial, direct or indirect unlawfulness of the Content or the way of using the Software.

5.7 User acknowledges that the Content is not held directly by Licensor, but rather by Amazon Web Services Inc. a third party company independent of Licensor that provides data center and data storage services to Licensor. The User further acknowledges that Licensor or Amazon Web Services Inc. as well as any other entity that physically holds the availability of the Content may, in its sole discretion, permanently remove the same at any time, without notice and without any possibility of recovery, where any or even potential violations of the provisions of this Agreement or a Law become known. The User retains copyright and any rights held in the Content submitted, to or through the Software.

5.8 User is responsible for compliance with all applicable Laws regarding the recording of images, video, audio and otherwise of any Content. In this case, the User provides Licensor or its assigns, including Amazon Web Services Inc. with consent to store said Content and indemnifies Licensor with respect to any claims of third parties or other Users inherent, directly or indirectly, in whole or in part, to said Content.

5.9 You agree not to use the Software for the purpose of (i) modifying, disassembling, decompiling, making derivative works, reverse engineering, or otherwise attempting to gain access to the source code of the Software, (ii) abusing, interfering with, or damaging the networks of Licensor or its or other Users' forwards, (iii) engaging in illegal, fraudulent, false, or deceptive activities, (iv) transmit through the Software any Content thatmay infringe the intellectual property or other rights of any third party, (v) use the Software to disseminate Content that is unlawful, harassing, defamatory, threatening, obscene or contrary to public policy or morality, infringes the intellectual property rights of any third party or is otherwise unlawful, may give rise to civil liability, or constitutes or encourages conduct that may constitute a criminal offense, under any Law, (vi) upload or transmit Content that may damage and/or adversely affect the performance of the Software or that may damage and/or extract information or data of other Users, (vii) engage in any activity or use the Software in any manner that may damage, interfere and/or adversely affect the Software with servers or networks connected to it and/or with Licensor's security systems, (viii) use the Software in violation of applicable Laws, including, without limitation, anti-spam, export control, and anti-terrorism Laws or regulations, Laws that require the consent of the subjects of the audio and video recordings and for which the User agrees to be solely responsible for compliance therewith

5.10 The First Level User is jointly and severally liable with the Second Level Users for the activities performed by them through the use of the Software. The First Tier User agrees to ensure that such Second Tier Users comply with the terms of this Agreement. In any event, Second Level Users shall remain liable to Licensor under Sections 5.3, 5.4, 5.5, 5.6, 5.7, 5.8 and 5.9 above.

5.11 Where the User becomes aware of violations of this Agreement by other Users, he/she agrees to notify Licensor without delay by taking advantage of the contacts in Article 16 of the Agreement. The Licensor may investigate reports and violations brought to its attention and may take any action it deems appropriate, including removal of Content or revocation of Accounts and Users, at its discretion. In no event shall Licensor be liable in any manner whatsoever for data or other Content displayed while using the Software, including but not limited to errors or omissions in such data or Content, loss or damage of any kind incurred as a result of the use of, access to, or denial of access to data or Content.

5.12 The User shall be solely liable for any damages caused to Licensor, its licensors, partners, associated service providers and subcontractors, other Users of the Software and other natural or legal persons as a direct or indirect consequence of the violation of the provisions of this Agreement.

5.13 The User undertakes to hold Licensor, its licensors, partners, associated service providers and subcontractors, other Users of the Software and other natural or legal persons harmless and indemnified from any and all detrimental consequences, losses, expenses, damages or liabilities that may arise to them as a consequence of, direct or indirect, (i) of the violation of the provisions set forth in this Agreement, (ii) the transmission, display and/or uploading of any User Content, (iii) any activity in which the User misuses the Software, and (iv) the violation of any Law or the rights of third parties by the User.

6. Fee

6.1 Assuming a Subscription License, First Tier User agrees to pay to Licensor, inadvance, the amount set forth in the Plan. The First Level User acknowledges that, in the absence of successful payment of the fee, Licensor will not activate the User's Account and will not allow access to the User Page.

6.2 The First Tier User who has purchased the Subscription License expressly acknowledges that the payment made to Licensor will be automatically renewed at the end of the applicable subscription period, authorizing as of now to be charged through the payment instrument used for the first purchase, unless the First Tier User formulates cancellation prior to the expiration date of the current Plan, as per the conditions set forth in the order document. The cancellation will take effect on the day following the last day of the current Plan's term. On that date, the Account will be removed as well as any Content, without any claim by the User against Licensor. Conversely, as long as the termination does not become effective, the User may continue to fully enjoy the Subscription License.

6.3 The Licensor may change, from time to time, the prices of the Plan upon notice to the First Tier User. However, the price change may not affect the current Plan. On the contrary, the price change will be automatically applied by Licensor in the event of renewal of the current Plan and subsequent to such event, in the absence of termination formulated by the User in the manner set forth in Article 6.2 above. The price change shall be deemed finally accepted by the First Tier User if the latter continues to use the Software after the price change has become effective. Where the First Tier User does not intend to accept the price change, it may freely withdraw from the Agreement by giving notice of termination upon renewal in accordance with Article 6.2.

6.4 The granting of the Subscription License is subject to the condition that the First Tier User actually pays the consideration due. Failing this, the Licensor will not activate the User's Account.

6.5 In the event of non-payment of no. 1 (one) invoice issued by Licensor and overdue for more than 15 (fifteen) days, Licensor may suspend the provision of the Service without any prior notice, regardless of any disputes existing between the parties and relating to the content referred to in the invoices in question. In such case, the parties undertake to handle such disputes in good faith and fair cooperation. The Service will be reinstated upon receipt of payment from Licensor. Suspension of the Service for the reasons indicated above does not determine cause for termination of the Contract nor does it confer any right in favor of the Customer, nor does it modify the fees due to the Licensor, which are in any case due even during the period of suspension of the Service.
This iswithout prejudice to the right, provided in favor of the Licensor, in the event of non-payment of the amounts due, 20 (twenty) days after the due date of the invoice not fully paid, to terminate the contract inquestion. In this case, the User shall be required to pay the amount accrued and a penalty the value of which corresponds to num. 3 (three) monthly payments, without prejudice in any case to the right to compensation for further damages.

6.6 For cases of Trial License (art. 3.3) no amount shall be due by the User in favor of Licensor as consideration for the license. Otherwise, in the case of Custom License (Art. 3.5) the terms and conditions of payment will be defined through separate agreement between the Licensor and the End User. Otherwise, even in the case of a Customized License, the terms and conditions set forth in this Article shall apply.

6.7 Any reduction in the number of Licenses and/or Services does not take effect immediately, but is effective from the date of renewal.

7. Updates and Upgrades

7.1 Licensor may, from time to time and at its complete discretion, develop and provide User with updates to the Software for the purpose of eliminating any defects in the Software and offering new or improved features.

7.2 The right to use upgrades is based on the applicable license model and User's right to use the Software. User has the right to use an update and upgrade only if User has the right to use the Software. Updates do not grant User any additional or expanded right to use the licensed Software.

7.3 User acknowledges and agrees that upgrades may result, at Licensor's sole discretion, in the modification or elimination of certain features of the Software or consist of replacements or migrations (even partial) of the Software.

8. Maintenance and Support

8.1 The licensor will provide maintenance and support for the Software only remotely.

8.2 The support and maintenance profile provided by Licensor corresponds to what is specifically subscribed to by the User when ordering the Software and related Services.

8.3 It is understood that, in any case, even where the intervention of the support service is not sufficient to resolve the problems detected by the User, the latter shall in any case have nothing to claim from Licensor, for whatever reason and/or title.

9. Open Source Software

9.1 By this Agreement, User acknowledges that the Software may contain open source code. Nothing in this Agreement shall limit User's rights under any open source license. User acknowledges that the open source software license subsists solely between User and the relevant open source software licensor.

9.2 The term "open source software" means any software or component thereof or technology that is subject to an open source license. Open source licenses are generally licenses that make a source code available for free modification and distribution, but may also apply to technologies received and distributed solely in object code form. Examples of open source licenses include (i) GNU General Public License (GPL) or Lesser General Public License (LGPL), (iii) OpenSSL License, (iv) Mozilla Public License, (v) Berkeley Software Distribution (BSD) License, and (v) Apache License. For the complete list, please refer to Appendix 1.

10. Intellectual Property Rights

10.1 User acknowledges that Licensor is the exclusive owner of all Intellectual Property Rights relating to its activities and any products offered by it, with particular reference to those inherent, in whole or in part, in the Software, which are, and shall remain, the sole and exclusive property of Licensor.

10.2 All registered trademarks, de facto trademarks, distinctive signs, company names and names, firms and insignia, logos, domain names and any other characterization inherent in the "XPLANY" and "XCALLY" trademarksare the exclusive property of Licensor. The Agreements do not grant the User the right to use any of these marks for either commercial or non-commercial uses.

10.3 The User warrants that he/she has not registered or filed in any territory, or registered or filed, or caused to be registered or filed, or otherwise made any application to file or register in his/her own name or in the name of any third party, know-how, copyrights, trademarks, designs, models, trade names and any other distinctive signs that are in any way identical, similar or confusable with those owned by the Licensor and/or the products offered by it.

10.4 The User is not permitted to act independently for extrajudicial and/or judicial protection of the Software and/or Intellectual Property Rights. On the contrary, only the Licensor will unquestionably take any decision inherent, directly or indirectly, in whole or in part, to the defense in any forum, administrative and judicial of the same.

11. Third Party Products or Services

11.1 You acknowledge that there may be links or other features in the Software that facilitate access to third-party websites, services and/or products independent of Licensor. These features are provided solely as an aid to the User. However, such third-party websites, services and/or products are not under the control of Licensor, and Licensor is not responsible for or endorses the content or practices of such related sites, or any information or materials contained therein.

11.2 You acknowledge that in order to enable the operation of the Software, Licensor makes use of services offered by third parties, and for illustrative use below are some of the services offered by Amazon Web Services, Inc:

11.3 Interaction with any related sites will be subject to User's independent evaluation. User hereby waives any and all claims against Licensor with respect to such sites or third-party products or services, and the use of such third-party sites, products, or services. The User is encouraged to consult the terms and conditions and privacy policy of the third-party sites visited as well as their terms and conditions.

12. Duration

12.1 The term ofthis Agreement begins when Youregister an Account, purchase a Plan, or otherwise begin using the Software. Once accepted, the Agreement remains valid as long as the User makes use of the Software itself.

12.2 Subject to Section 12.1 above, the Agreement shall cease to be effective:

12.3 Upon the expiration of the term of the Agreement, the Licensor shall arrange for the deletion of the Account and all Content, resulting in User's inability to use the Software.

12.4 All provisions of this Agreement, except for Sections 4, 5, 10, 14, 15, and 17 shall continue in effect after such term.

13. Express termination clause

13.1 The Agreement will be automatically terminated in the event of User's breach of the provisions of Sections 2.2, 2.3, 3.3, 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.8, 5.9, 5.10, 5.13, 6.1, 10.1, 10.2, 10.3 and 10.4. 14.3 of the Agreement, each being deemed to be a material and serious breach of contract.

13.2 In such case, the Account will be removed as well as any Content, without the User being able to claim anything from Licensor. All, however, without prejudice to Licensor's right to compensation for any damages suffered as a result of the User's serious breach.

14. Severability, separate actions and assignment

14.1 The nullity, unenforceability and/or ineffectiveness of any provision contained herein, or even of more than one provision hereof, shall not affect, in a negative sense, the validity, enforceability and/or effectiveness of the remaining provisions of this Agreement, and shall not be cause for the nullity and/or cancellation thereof.

14.2 Any acquiescence to conduct that differs from the precepts herein agreed upon shall not in and of itself produce any rights on the part of the parties, nor shall such acquiescence modify the obligations of the parties, nor shall it be construed as acceptance by either party of any default on the part of the others.

14.3 Licensor may assign this Agreement or any of the rights hereunder, in whole or in part, to third parties, as well as may also delegate the performance of any obligations under the Agreement. User may not assign the Agreement to third parties, either in whole or in part, or transfer or sublicense its rights under the Agreement to third parties.

15. Applicable Law and Jurisdiction

15.1 Unless otherwise provided for under a mandatory Law of a member state of the European Union or other jurisdiction, this Contract, as well as any other agreement connected with it, shall be governed by and construed in accordance with Italian Law, while for any dispute that may arise between the Parties in dependence of the said Contract, the Court of Milan shall have exclusive jurisdiction, without application of the relevant rules of private international law.

15.2 In any case, in the event of any dispute, the User agrees to first attempt to find a solution informally, by contacting the Licensor. Where the dispute is not resolved within 30 days of Licensor's receipt of such contact, any resulting legal action shall be resolved in light of the foregoing provision.

16. Communications

16.1 Any communication by the User under this Agreement shall be sent in writing to the following addresses:
For Licensor:

• Xcally S.r.l., in 20037 - Paderno Dugnano (MI), Italy, Via I Maggio, no. 13 ;

• E-mail: xcally@pec.xcally.com

17. Consumer Rights
17.1 Nothing in this Agreement is intended to limit any of User's rights that are mandatory under the Law applicable to this Agreement, or those different Laws applicable in the place where such Content is transmitted and/or received and/or where User has its residence or registered office. By reason hereof, any mandatory provisions of such laws for the protection of the User shall be deemed applicable to the Usereven where they conflict with the provisions of the Contract. However, all remaining provisions shall remain in effect.
The User accepts all the provisions of the Contract, guaranteeing that he/she fully understands their meaning and every legal consequence.

Pursuant to and for the purposes of Articles 1341 and 1342 of the Civil Code, the Customer declares that he/she knows and expressly accepts the following articles of the General Conditions: 2. Object of the Agreement, 3. Types of License, 4. Licensor's Responsibilities, 5. User's Responsibilities, 6. Fee, 7. Updates and upgrades, 8. Maintenance and support, 11. Third-party products or services, 12. Duration, 13. Express termination clause, 15. Applicable law and jurisdiction

This Addendum is attached to the license agreement for the Service called XPLANY ("the Agreement") between the User acting as the Controller for the purposes of this Addendum and the Licensor acting as the Data Processor.

The Applicable Data Protection Law Provisions allow each Data Controller to propose a natural or legal person, a public administration or any other entity or association, as a Data Processor on behalf of the Data Controller from among individuals whose experience, capacity and reliability provide suitable guarantees of full compliance with the Applicable Data Protection Law Provisions, including the security profile.
the Designated Data Processor shall present sufficient guarantees to put in place adequate technical and organizational measures so that the Processing meets the requirements of the regulations required by the Applicable Legal Provisions on the Protection of Personal Data and ensures the protection of the rights of the Data Subject.
Xcally provides the service described in Article 2 "Object of the Contract" of the license agreement to which this document is an integral part .
The User understands that its use of the Service may be subject to Applicable Legal Provisions regarding the Protection of Personal Data with respect to jurisdictions that impose certain requirements with respect to the Processing activities of any Personal Data.

The Parties have entered into this Agreement in order to ensure compliance with the Applicable Legal Provisions on the Protection of Personal Data and to establish appropriate security measures and procedures to proceed with the lawful Processing of Personal Data.
The Parties mutually acknowledge that this Agreement supersedes all previous agreements between them on Personal Data Protection.
The above preamble forms an integral part of the Agreement.

1. Definitions

Unless otherwise defined, all terms in this capitalized data protection agreement, and in particular the terms: Personal Data, Data Subject, Data Processing or Processing, Data Controller or Data Controller, Data Controller or Data Processor, Data Recipient or Data Recipient, and Supervisory Authority, shall have the meanings assigned to them by, and shall be interpreted in light of: the European Regulation 2016 / 679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data known as the EU GDPR (General Data Protection Regulation), hereinafter "GDPR", or any applicable data protection laws and regulations.

2. Data Processing

The User is the Data Controller and the Licensor is the Data Processor entrusted by the User. The processing activities carried out under the Agreement are described in theAnnex . 2. The Processor will not access or use personal data except in cases strictly necessary for the performance of the Agreement.

3. Obligations of the Responsible Party

3.1. The Owner shall determine the purposes of the Processing of Personal Data in the provision of the Service.

3.2. With respect to the provision of the Service, the Responsible agrees to comply with the following obligations, including those defined in Exhibit2, which shall be deemed an integral part of this Agreement, like Exhibit 1:

4. Obligations of the Data Controller

4.1. The Owner is aware and agrees that, in order to enable the provision of the Service by the Responsible Party, the Owner will provide the Responsible Party with its Personal Data.

4.2. The Data Controller assures and guarantees that there is an appropriate legal basis (e.g., consent of the Data Subject, legitimate interest, authorization from the competent Supervisory Authority, etc.) for proceeding with the Processing and transmission of Personal Data to the Data Processor as a necessary condition for the use of the Service.

5. Authorization for processing by Sub-Processors

5.1. The Data Controller acknowledges, accepts and agrees that, solely to proceed with the provision of the Service and in accordance with the terms of this Agreement, Personal Data may be Processed by the Data Processor or its Sub-Responsible or Third Party Entities considered as service integrators as described in the list Attachment 1 to this document.

5.2. Pursuant t Article 5.1, the Data Processor is authorized to use Sub-Processors provided that:

6. Place of processing: international transfers

6.1. The processing operations entrusted to the Data Controller (and by them to any Sub-Directors designated under this Agreement) will be carried out exclusively within the European Union (or in a State adhering to the European Economic Area - EEA).

6.2. In the event that the Controller authorizes in writing the Responsible Party to entrust processing operations to Sub-Responsible Parties, which involve the transfer of personal data outside the EEA, the Responsible Party shall give notice of this and shall preliminarily verify whether the transfer can take place on the basis of one of the following prerequisites:

6.3. Notwithstanding the provisions of paragraph 4 of this Article, if neither of the two previous prerequisites is applicable, the transfer shall take place based on the signing of standard contractual clauses ("SCC", as defined in the "Definitions" section of this Contract), according to the forms published by the European Commission in Executive Decision 2021/914/EU. In such case, Annex 2 of this Contract will apply as the Appendix of the Standard Contractual Clauses.

6.4. In any case, before the signing of the SCCs, the Responsible Party is required to perform a concrete risk assessment related to the transfer of personal data to the country of destination ("Transfer Impact Assessment") to identify any additional security measures necessary to ensure that the concrete level of protection of the transfer is substantially equivalent to that of the European Union.

6.5. Prior to the commencement of the transfer, the Officer shall take any measures identified as a result of the Transfer Impact Assessment referred to in the preceding paragraph.

6.6. Upon request, the Owner may review the Model Contract Clauses and any additional measures, including the Annexes to this Agreement, and obtain a complete and completed copy from the Responsible Party.

7. Cooperation and Liability Obligations

7.1. The Parties undertake to cooperate in good faith to ensure compliance with the provisions set forth in this Agreement, including, but not limited to, the duty to ensure the proper and timely exercise of the rights of the Data Subject, manage security incidents/Personal Data Breaches in order to mitigate the possible adverse effects arising therefrom.

7.2 The Parties shall cooperate in good faith to make available to each other and to the Supervisory Authority the information necessary to demonstrate compliance with the Applicable Legal Provisions on Personal Data Protection.

8. Rights of the Data Subject

8.1. In view of the nature of the Processing, the Data Processor shall assist the Data Controller with appropriate technical and organizational measures to ensure the fulfillment of the obligations of the Data Controller to respond to requests for the exercise of the rights of the Data Subject.

8.2. The Data Processor shall inform the Data Controller within 5 days of receipt of the request to exercise the rights of the Data Subject.

8.3. The Data Processor will provide the Data Controller with adequate cooperation and assistance, and will provide any information that may be deemed necessary to feedback the Data Subject or otherwise enable the Data Controller to demonstrate compliance with its duties and obligations with respect to the rights of the Data Subject under the Applicable Legal Provisions on the Protection of Personal Data.

9. Data return and deletion

9.1 In order to comply with the specific request of the Data Controller aimed at the return of its Personal Data at the end of the contractual relationship, the Data Processor will allow the Data Controller to be able to independently obtain its data; this option is exercisable by the Data Controller no later than 15 days after the end of the contractual relationship. After this period, the Responsible will proceed, without further notice, to delete the Holder's data.

9.2. outside the above cases, in the event that the Data Controller requests the deletion of Personal Data and subject to the provisions of Article 9.4 below, the Data Processor will provide a statement assuring such deletion

9.3 The Data Controller may retain Personal Data that has been retained with regular backup operations in compliance with the Data Controller's disaster recovery and business continuity protocols (see Art. 12 below), provided that the Data Controller does not actively or intentionally process, and does not allow its Sub-Responsible Persons to process, such Personal Data for any purpose other than the provision of the Service.

10. Transmission

10.1. Personal Data transmitted by the Sub-Responsible Party in connection with the Service over the Internet shall be appropriately encrypted. The Parties are also aware that the security of transmissions over the Internet cannot be completely guaranteed.
10.2. In the event that a Personal Data Breach is suspected, Manager may suspend, immediately pending investigation of the cause, Holder's use of the Service over the Internet, provided that Manager notifies Holder of such suspension as soon as reasonably practicable, as well as takes all appropriate measures to promptly restore the use of the Service over the Internet and cooperates with Holder in order to continue the provision of the Service through other available communication channels.

11. Breach of Personal Data

11.1 The Data Controller understands and agrees that the Data Processor shall not be held liable in the event of any Personal Data Breach that is not attributable to the negligence of the Data Processor.

11.2 In the event that the Controller becomes aware of a Personal Data Breach, the Controller shall:

where the Applicable Data Protection Law Provisions require notification to the relevant Supervisory Authorities and Data Subjects of the Personal Data Breach, the Data Controller shall have the sole right to determine the steps that shall be taken to comply with the Applicable Data Protection Law Provisions or to remedy any risk, including but not limited to:

12. System Administrators

Where applicable, the Data Processor shall designate one or more system administrators ("System Administrators") from among its Appointees for processing carried out with electronic instruments, in compliance with the requirements contained in the provision dated 27.11.2008 of the Italian Data Protection Authority. In particular, the Manager is required to:

13. Warrant

13.1 By signing this Agreement, including Annexes 1 and 2, the Owner expressly mandates the Manager to perform on behalf of the Owner the activities described in Articles 5 and 6 above.

13.2 By signing this Agreement, the Responsible accepts the assignment, which will be performed without financial remuneration as it is related to the provision of the Service, confirming that it has read and understood the instructions assigned to it.

1. DATA CONTROLLER

The Owner is: the Owner as defined in Art. 1 of the Agreement or, in case the Responsible party is to sign the Type Contract Clauses on behalf of the Owner pursuant to Art. 6 of the Agreement, the Responsible party authorized by the Owner.

2. RESPONSIBLE

The Responsible Person is: the Responsible Person as defined in Article 1 of the Agreement or, in the event that the Responsible Person is to sign the Standard Contractual Clauses on behalf of the Owner pursuant to Article 6 of the Agreement, the Sub-Responsible Person.

3. INTERESTED PARTIES

The Personal Data being processed concerns the following categories of Data Subjects: employees and/or collaborator

4. CATEGORIES OF PERSONAL DATA AND SPECIAL CATEGORIES

The Personal Data being processed can be related to the following categories of data:
- personal and contact data (first and last name, tax code, VAT number, e-mail address, postal address, telephone number).
- date of birth/age
- start and end date of illness

5. PROCESSING OPERATIONS

The Personal Data subject to transfer/processing will be affected by the Processing activities, by electronic means, referred to in the services described in the Contract, in order to provide the Owner with the Service as described in the Preamble's Preamble which consists in the provision of the service called XPLANY.

Definitions:

→Agreement: Description of the understandings made between two or more parties to define the terms and conditions of performance of the services described in the document itself;

→Attachment: document attached to the Agreement and of which it is an integral part;

→Technical Assistance: Service of assistance and support to the Customer for the evaluation of problems in the use of the Product used;

→Customer: user of the Support Service related to the licensed purchase of the supplied Product(s);

→Order Document: Order, offer, etc. containing the description of the purchased Product(s) and its economic conditions;

→License Of Use: contract by which the Licensor (Producer) grants the Licensee (Customer) the use of a program/product/software for a periodic fee;

→Maintenance: corrective and development process that occurs after the release of the final Product in a production environment and/or adaptation of the Product to new process requirements; in this case it involves adding, changing and possibly removing functionality of the Product itself;

→Minor Release: corrections of Product malfunctions (bugs) or addition of new backward-compatible functionality;

→Major Release: substantial evolutions of the functionality of the Product, which are not backward compatible from the previous version of the same;

→Support Portal: Ticketing system made available by the Manufacturer and accessible online through the attribution of identification credentials where support requests are managed and tracked;

→Product: software XPLANY;

→Manufacturer: developer and owner of the property and copyrights on the commercialized Product;

→Installation Location: Place where the infrastructure that hosts the Product is located;

→Application Server: server that provides the infrastructure and logical functionality for application support, development and execution;

→Service as appropriate: identified as Software Maintenance and/or Technical Support;

→Ticket: Technical Support requests tracked by the Manufacturer's Support Portal to manage the requests themselves;

→Token: Unique numeric code that identifies the Customer's Product and allows authentication to the Support Portal.

1. Subject of the Agreement

This document describes the terms and conditions of the Software Maintenance and Technical Support Services as described below and in the relevant Attachments.
The Service is provided limited to the Products specifically indicated in the Order Document and for which the Customer has acquired a regular License to Use.
An integral part of this Agreement is Exhibit A relating to the manner and timing of provision of the Service.
The Service exclusively includes the following:
1. Maintenance;
2. Technical Support/Technical Assistance Service.
3. Product and Infrastructure Management*.
These Services are provided limited to the Products set forth in the Order Document according to the timeframes set forth in Exhibit A at the end of this Agreement.
*N.B. Such Service is deliverable only in cases where Customer has purchased Software Maintenance and Technical Support Services related to products delivered exclusively through Manufacturer's infrastructure.

2. Method of Execution of the Service

The activities may be performed:

1. through the exchange of instructions within the Ticket

2. through connection to the Customer's server upon the Customer's authorization

What it involves:

1. resolution of blocking and non-blocking anomalies/errors;

2. correction of Product malfunctions, through the release of a Minor Release or Major Release;

3. Maintenance of the Product

Excluded are:

1. joint configuration processes

2. training on the use of applications

3. saving of user data

4. recovery of deleted data

5. Reinstallation/upgrade/reconfiguration of all or part of the provided software products

6. archives cleaning and backups

7. custom reports and statistic

8. installation of new license

9. systems activities in general

10. interventions on third-party software and configurations other than those provided by the manufacturer

It is specified that a set of information useful for the resolution of cases present in the "Knowledge base" section of the Support Portal is available to the Customer.

3. Commencement and Duration of the Agreement

1. The Service will commence for the period expressly provided for in the Order Document.

2. Near the expiration of the Usage License, the proposal for the next renewal including the Service referred to in this Agreement will be sent to the Customer.

3. In case of non-confirmation of renewal, and any case in case of late payment of the fee, the Maintenance and Support Service will be suspended without the need for any prior notice.

4. Fee

The Customer will pay the fee specified in the Order Document within the term and in the manner specified therein.

5. Exclusions

The following are in all cases excluded from the Service:

1. Interventions not expressly indicated in the Order Document or for which the User License has expired.

2. Interventions due to tampering, misuse, fraudulent acts, addition or replacement of components without the Manufacturer's written authorization, natural events (earthquakes, electrical discharges, floods, etc.), and extraordinary events (water leaks, floods, collapses, fires, etc.).

3. The delivery to the Customer of copies of the source code of Product releases prepared by the Producer itself, even in cases of termination by the Producer.

4. The H24 Coverage, unless expressly stated in the Order Document.

5. The training of personnel on the operation of the Product and configurations thereof.

6. Price Revision

1. In the event of particular changes in the costs inherent in the Service, the Producer may notify the Customer, by PEC, ninety (90) days prior to each annual due date, of a change in the annual fee, effective for the following year.

2. In this case, and without prejudice to the economic conditions already in place until the conclusion of the current annual period, the Customer shall have the right to give notice of termination to the contract, using PEC, to be sent to the Producer within thirty (30) days following the receipt of the notice of the new economic conditions and effective at the end of the annual period.

7. Obligations of the Customer

1. The Customer shall make available, where necessary, direct access to the Application Server. In the absence of such type of connection the Producer will not be able to guarantee the regular provision of the Services under this Agreement.

2. The Customer shall be responsible for all activities related to the verification of the proper functioning of its data network (Firewall, Switch, network connectivity data and telephone), its servers and the correct configuration of the operating systems.

3. Any change of the Installation Location must be communicated to the Producer by PEC. This is without prejudice to the Producer's right not to

4. Provide the Service and consider termination of this Agreement in case of relocation to countries belonging to the "black list" and/or
   contrary to company and group policies.

5. The Producer reserves the right to issue Product updates, Minor Releases and Major Releases and the Customer agrees to update the
   systems to the version suggested by the Manufacturer. Should the Customer fail to install the recommendedRelease , the Producer reserves the right to terminate this Agreement with immediate effect, notifying the Customer by PEC, and consequently will cease all liability on the part of the Producer for the failure to provide the Service and/or the Customer's use of the Product.

6. In the management of the update process and support process, it is the Customer's responsibility to prepare in advance a copy of the back-up of the data so that it can be restored it upon completion of the technical intervention by the Producer.

8. Confidentiality

1. The Customer acknowledges and accepts that the Product and related documentation constitute confidential material and are covered by trade secret and copyright.

2. In particular, the Customer will take all necessary measures to ensure that no part of the Product and related documentation, is made available in any form or otherwise transmitted by Customer or Customer's employees to any other person, company or organization.

3. The Customer agrees for itself, its employees and/or third parties employed by it, to assume responsibility for any loss, cost, expense, damage or liability that may result to the Producer from failure to comply with this confidentiality clause.

4. The Producer agrees not to disclose any information received or inferred by the Customer in the course of performing the Service.

9. Limitations of Producer's Liability

1. The Producer agrees to provide the required Service outlined in this Agreement to enable the Customer's continued enjoyment of the Product but it is expressly understood that, however, the Producer makes no express warranty of the result in this regard.

2. Except in the case of willful misconduct or gross negligence, the Producer is also released from any liability for any direct or indirect damages of any nature suffered by the Customer or any third party as a result of the provision or non-provision of the Service.

3. In case of damages to third parties, the Customer, agrees to hold the Producer harmless from any claim for damages that may arise.

10. Termination of the Agreement

This Agreement may be terminated by right, under and for Article 1456 of the Italian Civil Code, with immediate effect, upon notice sent by the Producer to the Customer by PEC, in the following cases:

1. Delay in payment protracted more than thirty days concerning the established due date, of the amounts due under the Service fee, as determined in the Order Document;

2. Maintenance of the products performed by personnel other than that of the Producer or its agents;

3. In any case of termination of the License Agreement for Use of the Products;

4. The subjection of the Customer to insolvency proceedings;

Upon the occurrence of the conditions indicated, without prejudice to the right to compensation for greater damages, the Producer shall have the right to withhold, if already paid, or to require the Customer to pay in a lump sum all fees due until the expiration of the contract. The Client shall then not be entitled to a refund, even partial, of the fees for any reason already paid to the Producer.

11. Amendments to the Agreement

The parties agree that any amendment to the Agreement shall be in writing. The dis-application, even repeated, of one or more clauses shall not be construed as tacit abrogation.

12. Jurisdiction

For any dispute arising from the Agreement, the Court of Milan shall have exclusive jurisdiction.

13. List of Attachments - Acceptance

The Client declares to have received the Annexes below, to have examined their contents and to have fully accepted their contents, terms and conditions.

Attachment A: Modalities for requesting and providing intervention

1. The request for technical support must be made exclusively through the Support Portal. Reports sent using channels other than the above will not be considered for the proper delivery of the Service.

2. Following the issuance of the Order Document, a personal account will be activated on the Support Portal to be able to open and manage support requests, consult documentation and knowledge base by the Customer.

3. The Customer shall always enter the Token related to the Server for which it is requesting support to verify the correct level of Service to be provided.

4. The Producer will communicate the ID number of the request, also referred to as "Ticket #_".

5. From the opening of the Ticket, the intervention time will start (see table at the bottom); it will be the Producer's responsibility to communicate the Ticket's acceptance.

MODE AND DESCRIPTION OF SERVICE DELIVERY

SERVICE LEVELS

Any support intervention for anything not expressly provided in this Maintenance Agreement is excluded. Any additional services required will be separately quoted.

In this regard, it should be emphasized that the times indicated in the reference SLAs, result relative to the assignment of an XcallyResource , with appropriate skills, to the case and not to the resolution of the same, as this depends on the nature of the problem and the possible need to proceed to the implementation of specific developments of a corrective or implementation nature .
Forthis reason, there are no penalties of any kind if the resolution time should be prolonged; in the most complex cases, XCALLY will in any case provide the Reseller with an expected resolution time so that the same can communicate it to the End Customer .

Extended coverage related to Software Maintenance and Technical Support is to be considered excluded from this Agreement unless expressly stated in the Order Document.

SILVER Support: Monday through Friday from 9 a.m. to 6 p.m. (CET) excluding holidays.

PLATINUM Support: 7/24

Emergency Ticket - outside manned hours: The Customer, in particular emergency situations (system down) can generate an "Emergency Ticket" type request to obtain assistance (within 2 hours) regardless of the level of support purchased .

PLEASE NOTE: If Platinum Support has not been subscribed, Emergency Ticket management hours will be billed separately (minimum billable hours: 4 hours).