1. Subject matter of the contract

1.1 The parties to this contract are PANEIDO S.A.S. DI PROSPERI MARCO (hereinafter “Company”) located at Via Boccaccio 35, 30026 Portogruaro (VE), Italy, and the Client, as defined during the Service registration. Under the following conditions, the Company grants the Client a pre-paid subscription license, nonexclusive and limited to the territories of the European Union, for the period indicated in article 4, for the “Apyesse” software (hereinafter also referred to as “program”) under the conditions provided in this contract.

1.2 The program is downloadable in the forms provided on the website and will be operational for the
duration of the pre-paid subscription using technological activation solutions provided by the Company. If the renewal payment is not made by the due date, the program will be disabled.

1.3 The program can be used and functions correctly as long as the Client has the technical/computer
conditions provided during installation or described on the website, which are deemed to have been read
and accepted by accepting this contract. Any subsequent modifications to the technical/computer
conditions will be updated on the website and communicated to the email address provided during
registration. It will be the Client’s responsibility to keep their systems updated to ensure the software’s
functionality.

1.4 The service is directly and exclusively usable by the Client who purchased it. Any form of use or transfer to other parties or sublicensing is prohibited. The Client may install the program on multiple machines over which they have legal availability but may activate it on only one. Using the Service on behalf of third parties will result in its suspension or termination of the contract under article 6.

1.5.The license does not include specific adaptation, consulting, maintenance, updating, training activities,
or any consulting intervention on scripts and other forms of software adaptation to the Client’s information systems. Such services, online and on-site, may be requested and agreed upon under a separate agreement.

1.6 The Company reserves the right to make updates and improvements to the Software at its sole
discretion and without specific frequency or obligations. The Client is responsible for downloading and
installing the updated version of the Software.

1.7 The Company reserves the right to unilaterally modify the contractual conditions. Any changes will take effect upon communication to the Client via the email indicated during registration or in their personal area. Using the Program is considered acceptance of these changes and/or additions by the Client. If the Client does not intend to accept the changes and/or additions, by notifying the Company of their intentions within 30 days of the email, the contract will be terminated, except for the payment of a proportional fee for use until the date of the said communication.

 

2. Ownership and use of programs

2.1 The parties agree that the usage license does not grant the Client any rights to the source program and that all techniques, algorithms, and procedures contained in the programs and related documentation are confidential information owned by the Company and may not be disclosed or used by the Client for purposes other than the program’s functionality.

2.2 The Client is expressly prohibited from copying, in whole or in part, the programs provided under this
contract, neither in printed form nor in computer-readable form.

2.3 In any case, the provisions contained in this contract will also extend to the copies of the programs
made by the Client for security purposes.

2.4 The Client is prohibited from distributing the Program to the public, transferring it, sublicensing it to
third parties, or otherwise allowing its use by third parties, either free or for a fee.

2.5 The Client agrees not to modify the programs provided under this contract, nor to incorporate them, in whole or in part, into other programs without the prior written authorization of the Company.

  

3. Guarantees and responsibilities

3.1 The Company guarantees that the program is suitable for performing the operations indicated in the
functional and technical description available on the website, provided that the Client has the minimum
infrastructure required by today’s technology for normal software operation (updated operating systems,
Internet connection, etc.). The warranty is also conditioned on the correct operation of the computer and
system software and the correct use of the system by the Client.

3.2 The parties agree that – since no form of prior IT consultancy is provided – it is the Client’s responsibility to verify that their IT systems (hardware, software, operating systems, network infrastructure, etc.) are suitable and compatible with the correct functioning of the Program.

3.3 The validity conditions of the license are subject to the possession of the IT and software requirements of the devices where the program is installed, as specifically indicated on the Program’s website or in a different communication sent by email to the registration address of the User.

3.4 The Client is aware that the correct functioning of the Software is subject to the correct and complete
input of company data and information and that any output error related to omitted or unsuitable
information or data from the Client’s information assets inputted into the Program during the data input
phase is not attributable to the Company.

3.5 The absence of the requirements specified in this article or otherwise the technical requirements
indicated may cause the Software to malfunction, which cannot be remedied by any maintenance or update intervention.

3.6 The Company is not liable for direct or indirect damages suffered by the Client or third parties due to
the use or non-use of the programs, except in cases of willful misconduct or gross negligence or as
mandatorily provided by law.

 

4. Duration

4.1 The program usage license is provided by subscription for the duration indicated in the order form, upon pre-payment of the related fee. The term starts from the date of the program’s activation by the Company and may be renewed as indicated in article 5.

4.2 The termination of this contract due to the expiration of a valid subscription or for any other reason
entails the deactivation of the program.

 

5. Fees

5.1 The software usage license is granted by subscription for the duration indicated on the website. The
subscription can be renewed for an equal period upon payment of the renewal fee before each expiration
under the terms indicated on the website or agreed upon with the Company.

5.2 All fees are understood to include VAT and all other taxes, duties, and charges of any kind, present and future, related to any title to the Contract, unless otherwise indicated.

6. Express termination clause and penalty. Right of withdrawal

6.1 The violation of the prohibition of transfer to third parties and sublicensing (article 1) or of the copyright violation (article 2) entitles the Company to terminate this contract for serious non-compliance. In case of termination, a penalty equal to 10 times the paid license fee will still be due, without prejudice to the right to prove greater damage.

6.2 The parties have the right to withdraw from this contract at any time. In case of withdrawal, the license
fee subject to the contract will still be due. In any case, the Client must proceed with the destruction, upon notification to the Company, of the programs and all related copies. The termination of this contract for any reason entails the remote deactivation of the technological activation solutions provided by the Company

6.3 The Company will not be liable to the Client for delays or omissions directly or indirectly due to
accidental causes or force majeure.

7. Protection of personal data

7.1 The parties commit to processing the data of the other party in full compliance with the principles and
rules of Regulation 679/16 (GDPR). The parties agree that, unless a separate maintenance and update
contract is in place, the Client remains independently responsible for the processing of any personal data
processed through the program.

 

8. Dispute Resolution

8.1 For any dispute arising between the parties regarding the interpretation and/or execution of this
contract, the exclusive and sole jurisdiction will be that of the Court of Pordenone, without prejudice to the special jurisdiction in matters of software intellectual property.

9. Final clauses

9.1 This contract repeals and replaces any previous agreement, understanding, written or oral negotiation
between the parties concerning the subject matter of this contract.

9.2 The possible nullity, annulment, or ineffectiveness of one or more clauses of this contract will not
extend to the remaining clauses.