MATILDE Terms of Use and Conditions 1. DEFINITIONS 1.1 Matilde: It is the software specified in the Contract. 1.2 Duration: Duration refers to the period of Matilde subscription as specified in the Contract. Once the subscription is activated, at the end of the subscription period, automatic renewal is provided for further 12-month periods unless either party gives notice of termination, to be communicated via certified email (PEC) or registered mail with return receipt, with a three-month notice period prior to the end of the contractual period. 1.3 Additional AMS Service: This is the service provided, if specified in the Contract, in accordance with Article 3 of these General Terms and Conditions. 1.4 Support Hours: From Monday to Friday, 09:00 to 18:00 (CET), excluding public holidays (including local holidays in Milan, e.g., the Patron Saint’s Day). 1.5 Contract: The contract or order signed between the Client and Intellico S.r.l. for Matilde license and/or the Additional AMS Service. 1.6 Content: Refers to any software, data, text, audio, video, or image used by the Client with or in relation to the Software. 1.7 Intellico: Intellico S.r.l. 2. LICENSE 2.1. The Client may access Matilde after authentication on the relevant portal owned by Intellico S.r.l. It is the Client’s responsibility to safeguard and maintain the confidentiality of its authentication credentials for this portal. Consequently, Intellico shall not be held liable for damages that may arise to the Client or to third parties from the failure or improper custody of such credentials by the Client. 2.2. Maximum Number of Users: The maximum number of users authorized to access and use MATILDE corresponds to the number of active subscriptions purchased. 2.3. Unilateral Modifications to Matilde: Intellico reserves the right, at its sole discretion, to unilaterally modify Matilde and any of its components at any time, including adding or removing functionalities. Such modifications will be automatically implemented by Intellico, it being understood that the Client shall have no right to request such modifications. 2.4. Limitations on Client Rights: Except as expressly stated in Clause 2.1 above and in any case subject to Clause 2.8, the Client may not: i) Use Matilde for the benefit of third parties, allow third parties to access the Intellico portal and/or Matilde, transmit access credentials to third parties, and/or assign this Contract in whole or in part to third parties (where “third parties”, for the purposes of all the above provisions, also include companies controlled by, controlling, or affiliated with the Client); ii) Carry out or allow any reverse engineering, decompilation, or disassembly operations on Matilde or parts thereof, or any other operations aimed at accessing the source code of Matilde; iii) disable, deactivate, bypass, remove, crack, and/or otherwise render ineffective the security and/or anti-copy measures of Matilde. 2.5. Client Responsibility: The Client undertakes to comply with the provisions of this Contract and any law, regulation, or rule applicable to the use of Matilde. (a) The Client is responsible for all activities attributable to its account, regardless of whether such activities were authorized by the credentials for this portal. Consequently, Intellico shall not be held liable for Client or undertaken by the Client itself, its employees, or third parties (including suppliers, agents, and users of the Client); and (b) Intellico assumes no responsibility for unauthorized access to the Client’s account. The Client undertakes to inform all users of Matilde of the terms of this License and to ensure their compliance, assuming all responsibility for any failure to comply with the provisions herein by such users. The Client is responsible for the Content. The Client undertakes to ensure that the Content, as well as its use or the use of Matilde by the Client, does not violate any provision of the Contract, the Manual (if available), or applicable law. The Client declares and warrants that it owns and/or holds adequate rights to use the Content. Unless otherwise agreed in writing, the Client is responsible for the correct configuration and use of Matilde, as well as for adopting the most appropriate measures for the security, protection, and backup of its accounts and Content, so as to ensure adequate security and protection, including through the use of encryption, to protect the Content from unauthorized access and to allow for periodic storage of the Client’s Content. The Client undertakes to defend, indemnify, and hold harmless Intellico and its licensors, as well as their respective employees, directors, and representatives, from any and all loss, damage, cost, expense, liability, or negative consequence arising from any violation of the Contract by the Client or its users. 2.6. Exclusion of Rights: No license, right, or interest is granted in any trademark or other intellectual property right of Intellico (or Intellico’s licensors) not mentioned in these general software license terms. Any rights not expressly granted to the Client are expressly reserved and belong to Intellico. 2.7 Ownership and Protection of Matilde: i) Intellico will not claim ownership of the Client’s data included in the Content, nor of the models trained with Matilde using such data. ii) In all cases where Matilde, for its operation, receives, stores, records, and/or sends information and/or data provided by the user, as well as information on the user’s interaction with different computer programs and applications, the Client will have full and exclusive ownership of all rights to the data and/or information produced, generated, and/or processed through and/or by virtue of and/or for the use and operation of Matilde. 2.8 Audits: Intellico will have the right to verify compliance with the terms of this license by carrying out all necessary audits at the premises of the Client and its controlling, controlled, and affiliated companies, no more than once a year and with at least 7 working days’ written notice. The Client undertakes to provide full cooperation for such audits and, where the license is expressly granted also in favor of the Client’s controlling, controlled, and/or affiliated companies, undertakes—also pursuant to Article 1381 of the Italian Civil Code—to ensure that such audit rights can also be exercised at its controlling, controlled, and/or affiliated companies, with their cooperation. If the audit reveals use of Matilde outside the scope permitted by this Contract (including compliant use that exceeds the limits specified in the Contract), Intellico (i) will inform the Client of this circumstance and the Client will be required to pay Intellico an additional license fee for the additional and/or excessive use of Matilde at an increased price to be agreed between the Parties, and (ii) if no agreement is reached between the Client and Intellico regarding the additional fee, Intellico may suspend the Client’s access to Matilde. 3. CUSTOMIZATION AND ADDITIONAL MAINTENANCE SERVICES 3.1. Support. Where expressly provided for in the Contract, Intellico will provide corrective maintenance and operational support services for the system over time and/or for the development of additional components requested by the Client to use Matilde (the “Additional AMS Service”). This Additional AMS Service will be provided for the duration of Matilde service subscription and will be available during the Support Hours. Developments carried out as part of the Additional AMS Service will be licensed to the Client under these general terms and conditions, for the entire duration of the Contract. 3.2. Support Limitation: Intellico shall not be liable nor undertake to resolve malfunctions resulting from (a) modifications made by the Client; (b) problems caused by software not provided by Intellico; (c) hardware failures; (d) problems caused by data entered by the Client. 4. LIMITED WARRANTY, LIMITATIONS OF LIABILITY. 4.1 Limited Warranty for Matilde: Intellico warrants that Matilde will operate substantially in accordance with its specifications. No warranty is given and Intellico shall not be liable for: (a) specific uses of Matilde by the Client; (b) Matilde that has been modified by the Client; (c) problems caused by software not provided by Intellico; (d) hardware failures; (e) problems that have been resolved in an update that the Client has chosen not to implement; or (f) problems caused by Client data. 4.2 Disclaimer and Limitations of Liability: i) The Client expressly declares, under its sole responsibility, that once the validation step is completed, it has examined Matilde and considers it suitable for its intended use. The use of Matilde is the sole responsibility of the Client. ii) Intellico does not provide, and in fact expressly excludes, any warranty not expressly provided for in this Contract, whether written or oral, express or implied, or arising from commercial usage or negotiations, including, by way of example but not limited to, warranties of merchantability, fitness for a particular purpose, and satisfactory quality. Intellico does not guarantee or warrant that Matilde will operate without interruption or be free from errors, or that it will be able to meet all the Client’s requirements. iii) In no event shall Intellico be liable for any damages or losses, direct and/or indirect, foreseeable or unforeseeable, claimed on any basis, whether contractual or extracontractual, arising to the Client from the use or non-use of Matilde, from possession of Matilde, or from defects therein. In particular, Intellico shall in no event be liable for: (a) loss of profits, expected or actual profits, cash availability, expected savings, business, or opportunities; (b) loss of goodwill or reputation; (c) loss or damage to hardware, damage to data or other software; or (d) any indirect, special, consequential, or incidental damage, however caused. iv) The maximum total compensation to which Intellico shall be liable, in the event of recognition of its liability for claims based on these general terms and conditions, is equal to the value of the monthly fees paid by the Client for Matilde, under the Contract, in the 12 months prior to the date on which the first default by Intellico occurred that gave rise to the Client’s claim. v) Nothing in this Contract shall exclude or limit the liability of Intellico for (a) wilful misconduct or gross negligence, or (b) any other liability that cannot be excluded by law. 4.3 Use of AI The Client acknowledges that Matilde may use predictive algorithms commonly known as artificial intelligence and, in this regard, recognizes and agrees that: The quality of outputs derived from predictive algorithms depends to a large extent on the quality of the inputs; ii) Predictive algorithms analyze relevant data on the basis of predetermined and pre-identified parameters—for example, through the use of machine learning—and the outputs of Matilde depend on the parameters identified as part of the implementation; iii) The choice of parameters and the type of data entered into Matilde by the Client may compromise the effectiveness, quality, representativeness, and accuracy of the outputs; iv) The algorithms included in Matilde cannot serve as a substitute for ordinary decision-making processes, as they are intended and designed to provide additional and useful analytical tools to support decision-making, but not to replace it. Therefore, the Client remains solely responsible for any decision made based on the outputs and/or the use of Matilde, and expressly acknowledges that Intellico cannot be held liable in relation to decisions made based on such outputs or the use of Matilde. Applicable laws and/or sector regulations to which the Client may be subject may provide for additional requirements regarding the use of artificial intelligence tools in certain contexts or projects. Therefore, the Client remains responsible for identifying and complying with such requirements, including with respect to the implementation of artificial intelligence in its business processes and, in general, with respect to the use of Matilde. 5. BREACH, TERMINATION, SURVIVAL 5.1 Suspension. Intellico has the right to suspend the Client’s right to access or use all or part of Matilde, with immediate effect upon notification, in cases where Intellico believes that: 5.1.1 The use of Matilde by the Client (i) endangers the security of Matilde or a third party, (ii) may negatively impact Intellico’s systems, Matilde; (iii) may expose Intellico, its affiliates, or any third party to liability, or (iv) may be fraudulent; 5.1.2 the Client has failed to fulfill its payment obligations and/or has otherwise breached its obligations under this Contract; 5.1.3 In the event of suspension as provided above, the Client shall continue to bear the costs and charges invoiced during the suspension period. 5.2 Termination. In the event of a material breach by a Party in the performance of its obligations under these general terms and conditions, which breach persists for 30 days from receipt of written notice, the non-breaching Party shall have the right, without prejudice to any other rights or remedies, to suspend its own performance for as long as the breach continues and/or to terminate this Contract. Without limiting the foregoing, the Client acknowledges that failure to pay one or more invoices issued by Intellico shall be considered a material breach. 5.3 Consequences of Withdrawal and Termination. i) At the time of termination or conclusion of the Contract for any reason, Intellico shall have the right to immediately suspend the Client’s access to Matilde. ii) The termination or conclusion of the Contract for any reason shall not affect the rights of the Parties and shall not release the Parties from their obligations existing as of the date of such termination or conclusion. 5.4 Survival. The provisions relating to the rights and obligations of the Parties that, by their nature, are intended to survive after the termination or conclusion of the Contract, or that are necessary to exercise a right, shall not be affected by the termination of the Contract. 6. OTHER PROVISIONS 6.1 Applicable Law. The Contract shall be governed by Italian law, without regard to the rules of private international law concerning the choice of applicable law. The Parties exclude the application to this Contract, and to any transaction between the Parties in relation to the Contract, of the United Nations Convention on Contracts fot the International Sale of Goods. 6.2 Jurisdiction. The Court of Milan shall have exclusive jurisdiction over any dispute relating to this Contract, to the exclusion of any other court. 6.3 Confidentiality. 6.3.1 With regard to the other Party’s confidential information, each Party undertakes to: i) not use the confidential information except for the performance of this Contract; ii) keep confidential information confidential at all times and not disclose confidential information to any person (except to its employees and collaborators to the extent necessary for the performance of this Contract), and to use every reasonable effort to prevent its unauthorized disclosure; iii) apply to the confidential information security measures and a standard of care not less than those it applies to its own confidential information; 6.3.2 The obligations established in clause (a) above shall not apply to any confidential information with respect to which the receiving Party can demonstrate that: i) was in the public domain at the time this Contract was executed or subsequently became part of the public domain in a manner other than as a result of a breach of a confidentiality obligation and/or this Contract; and/or ii) was legitimately provided to the receiving Party by a third party without any restrictions regarding its use or disclosure; and/or ii) was legitimately and independently developed by the receiving Party other than as a result of a breach of a confidentiality obligation. The receiving Party shall not be in breach of this Contract by disclosing confidential information if it is required to do so by a governmental or judicial authority or by any applicable law, provided, however, that the receiving Party shall give the disclosing Party appropriate prior notice and limit such disclosure to the minimum confidential information required to be disclosed. 6.4 Assigment. The Client may not assign and/or transfer the Contract, or any rights arising under it, to third parties without the prior written consent of Intellico. Any assignment or transfer made in breach of the provisions of this article shall be deemed null and void as against Intellico, which shall therefore not be bound in any way to perform the obligations set out in the Contract in favor of third-party assignees. 6.5 Force Majeure. Intellico shall not be liable for any delayed or failed performance of an obligation under this Contract due to causes beyond its control, including force majeure events, service suspensions or malfunctions of its providers not attributable to Intellico’s non-performance, industrial disputes or labor unrest, power outages, telecommunications or public service failures, earthquakes, storms or weather events, blockades, embargoes, disturbances, acts or other governmental measures, acts of terrorism, or war. 6.6 Modifications. Intellico reserves the right to modify these Terms of Use by providing written notice with a 60-day advance period. The modifications shall not have retroactive effect and shall apply as of the effective date to new orders, renewals, or ongoing services that do not have a specific expiration date. 6.7 APIs with Third-Party Products. Matilde may include optional interfaces that allow the use of third-party products or services, whether free or paid. The Client acknowledges that such products or services are not resold or sublicensed by Intellico, which shall be considered a third party with respect to any use made by the Client of such products or services. The Client therefore retains the discretion and responsibility to determine the type of subscriptions to be entered into in order to use such products or services and to pay the relevant fees to the applicable provider, where applicable. 7. Privacy. Performance of this Contract entails access to the Portal by the Client’s personnel (users). Intellico, in its capacity as data controller for the data of such users, will provide appropriate information regarding the processing of personal data (name and surname, email address, username, and password) of the users, which the Client shall be responsible for communicating to its personnel. The Client confirms that the Content will not include personal data. Should the Client need to include personal data in the Content, it shall notify Intellico in writing with sufficient advance notice, and the Parties shall enter into a specific agreement prior to the commencement of processing, appointing Intellico as the data processor pursuant to Article 28 of the GDPR.