GENERAL CONTRACTUAL TERMS AND CONDITIONS NEODATA - EXAUDI PLATFORM ("CGC") 1. DEFINITIONS Capitalised terms have the meaning given to them in the glossary at the bottom of this document. 2. RIGHTS AND LIMITATIONS OF USE 2.1 Granting of rights. Neodata Group (hereinafter referred to as “NEODATA”) grants the Client a right to use the exaudi platform (including its implementation and configuration) and Documentation, that is non-exclusive, non-transferable and extended to the entire world, for the sole purposes of the Client's internal operations and management. 2.2 Authorised users. The Client may allow Authorised Users to use the exaudi platform. exaudi platform access credentials from Neodata cannot be used by more than one party, but can be transferred from one party to another if the initial user is no longer authorised to use the platform. The Client is liable for any breach of contract caused by Authorised Users. 2.3 Policy on permitted use. Regarding the exaudi platform, the Client shall refrain from: (a) disassembling, decompiling, decoding, copying, translating or creating derivative works, (b) transmitting any content or illegal data that may infringe any intellectual property rights, or (c) circumventing its security or impairing its functioning. 2.4 Verification of use. Neodata shall provide the Client through the exaudi interface with a specific feature that allows it to monitor the use of the platform and verify any overruns on Use Metrics or Volume thresholds. 2.5 Suspension of the exaudi platform. NEODATA may suspend use of the exaudi Platform if its continued use could result in substantial damage to the platform or its users. NEODATA shall promptly notify the Client of such suspension. NEODATA shall make every effort to limit suspension to what is reasonably necessary in terms of time and scope depending on the circumstances. 2.6 Integration with third party source data. The Client is entitled to request integration into the exaudi platform of data made available by third parties (other than NEODATA's Affiliates or Licensors). In these cases, the data shall be integrated according to the instructions provided by the Client, which warrants that the data has been collected in compliance with the applicable data protection legislation and that any necessary processing consent has been obtained. 3. THE OBLIGATIONS OF NEODATA 3.1 Provisioning. Access to the exaudi Platform shall be provided by NEODATA within the terms of the Agreement. 3.2 Support. Support for the exaudi platform shall be provided by NEODATA within the terms of the Agreement. 3.3 Security. NEODATA shall provide the exaudi platform with reasonable security technology. As the data controller, NEODATA shall adopt the technical and organizational measures provided for in the Agreement to ensure that personal data entered on the platform is handled in accordance with current privacy law. 3.4 Statutory obligations NEODATA warrants to the Client that the Service and/or Services provided in this Agreement comply with all applicable regulations. More precisely, NEODATA shall ensure: - access, use, and processing of Client Data solely for the purpose of performing the Services of this Agreement and solely in accordance with the appointment to the Data Processor appointed by the Client; - the carrying out of the Analysis Activities referred to in Section 3.6 only using absolutely anonymous data. 3.5 Modifications. NEODATA reserves the right to modify the exaudi Platform and NEODATA Policy. NEODATA shall inform the Client of changes made by e-mail, release notes, Documentation or the platform. 3.6 Analysis. NEODATA and its affiliates may use anonymous data regarding the use of the exaudi platform and consultancy services in order to prepare the analyses. The analyses may not contain the personal and confidential data of the Client. Examples of analyses include: optimisation of systems and technical and support resources, research and development regarding the exaudi platform and consultancy services, verification of security and data integrity, internal demand planning, industry and macroeconomic development and anonymous benchmarking with other Clients. 4. CLIENT AUDIENCE DATA AND PERSONAL DATA 4.1 Client Audience Data. The Client is the controller of Client Audience Data. The Client grants NEODATA, with the appointment of an external Data Processor, as well as its Affiliates and subcontractors expressly indicated by NEODATA, the non-exclusive right to handle Client Audience Data (including personal data) for the sole purpose of providing the Services and exaudi Platform Support, under the sole condition that this is done in full respect of the appointment of an external Data Processor. 4.2 Personal data As the Data controller, the Client undertakes to collect and maintain (also using the exaudi platform) all personal data contained in the Client Audience Data in compliance with current laws regarding the confidentiality and protection of personal data and to provide related obligations. The Client also undertakes to appoint NEODATA as the External Data Processing who shall act in accordance with the appointment and in compliance with the Agreement and the applicable regulations. 4.3 Access to the exaudi platform and security The Client shall adopt reasonable security measures for use by Authorised Users of the exaudi Platform. Online access to the exaudi platform by the Client shall be performed through an SSL encrypted protocol with a User ID and Password assigned to the Client during the registration process. When completing the registration process, the Client undertakes to provide its personal data in a correct and truthful manner in relation to the contents and in the manner specified in the procedure. It is the responsibility of the Client to timely update its personal data if it is subject to change during the term of the contractual relationship with NEODATA; the updating of the data, including the modification of the User ID and Password, and the request for additional access credentials for newly Authorised Users, shall always be possible via written communication also via e-mail from the Client to NEODATA. The Client acknowledges that it is solely and exclusively liable for acts performed through its User ID and Password and it is obliged to maintain their privacy and guard them with due care and diligence. Every Authorised User must have their own User ID and Password; it is expressly forbidden to share access. If the Client deems that the privacy of its User ID and Password may have been violated by third parties, it shall promptly provide NEODATA with information in this regard, which shall assign them new ones and delete the previous ones. Both Parties consider the access codes (User ID and Password) confidential information. The Client undertakes to use the exaudi platform exclusively for the purpose of this Agreement. 4.4 Access to Client Audience Data. (a) Throughout the term of the Agreement, the Client may access the Client Audience Data at any time. The Client can export and acquire its Client Data in a standard format. Exports and acquisitions may be subject to the technical limitations indicated in the Documentation. (b) Before the expiration of the Agreement, the Client may use the export tools made available to permanently export the Client Audience Data from the exaudi platform. (c) Upon termination of the Agreement for any reason, NEODATA shall delete or overwrite the Client Audience Data remaining on the servers hosting the exaudi Platform, unless current law requires its retention. The stored data shall remain subject to this Agreement’s confidentiality provisions. (d) When a third party takes legal action regarding Client Audience Data, NEODATA shall cooperate with the Client and comply with applicable law (in both cases at the Client's expense) regarding the management of Client Audience Data. 5. FEES AND TAXES 5.1 Fees and payment. The Client shall pay the fees provided for in this Agreement. In the event of payment default of at least two instalments and following written notification, NEODATA may suspend the use of the exaudi platform by the Client until payment has been made. The Client is not entitled to withhold, reduce or compensate the fees due while the Agreement is in force. 5.2 Taxes and charges. Fees and other amounts payable are net of taxes, which shall be borne by the Client. 6. DURATION AND TERMINATION 6.1 Duration. The Subscription Period is that indicated in the Order Form attached to this Agreement. 6.2 Termination. The parties have the right to terminate the Agreement in the following cases: (a) thirty days after written notification to the other party of its serious breach of any provision of the Agreement, unless that party remedies the breach within the aforementioned thirty days, (b) immediately, if the other party submits an application for admission to proceedings regarding bankruptcy, insolvency or other agreements with creditors, or if it is seriously in default of its obligations under Clause 11. In addition, the Client is entitled to terminate the Agreement in the following cases: a) immediately, pursuant to Article 1456 of the Civil Code, in case of violation of the provisions of art. 3.3 (Neodata security requirements), 3.4 (Neodata Legislative Obligations), 3.6 (anonymous data usage), 4.1 (Neodata obligation as the data processor), 7 (Neodata warranties). 8.1 (third party claims against the Client), 10 (intellectual property rights), 11 (confidentiality), 12.6 (subcontracting obligations) and 12.11 (compliance with the Code of Ethics). In addition, Neodata has the right to terminate the Agreement in the following cases: a) Immediately, pursuant to Article 1456 of the Civil Code, in case of violation of the provisions pursuant to articles 4.1, 4.2, 4.3, 5.1, 11.1. 6.3 Effect of Expiration or Termination. Starting from the expiry date or actual termination of the Agreement: (a) the Client's right to use the exaudi Platform and all of NEODATA’S Confidential Information of, (b) the Confidential Information of the disclosing Party shall be returned or destroyed in accordance with the Agreement and (c) the termination or expiration of the Agreement does not affect the effectiveness of other contracts entered into between the parties. 6.4 Maintenance of Efficacy. Clauses 3.6, 4, 5, 6.3, 8, 9, 10, 11 and 12 shall remain effective even after the expiration or termination of this Agreement. 7. WARRANTIES 7.1 Compliance with the Law. Each Party warrants, on the date the Agreement is signed, and for the duration of the Agreement, to comply with all applicable laws and regulations in relation to:   (a) in the case of NEODATA, the conduct of its business activities relative to the exaudi platform, (b) in the case of the Client, Audience Client Data and the use made of the exaudi platform. 7.2 Good sector practices. NEODATA assures it shall supply the exaudi platform: (a) in substantial accordance with what is described in the Offer; and (b) with a degree of diligence and care reasonably required by a competent and experienced service provider of an essentially similar nature and complexity. 7.3 Remedies. In the event of breach by NEODATA of the warranty provided for in Clause 7.2, the Client is entitled at its discretion: (a) To request the provision a new service to replace a faulty service, and (b) Should NEODATA not be able to provide a new service, the Client shall be entitled to withdraw from the Agreement. Such withdrawal must take place within three months from the moment NEODATA is unable to replace the service. 7.4 System availability. NEODATA shall ensure the availability of the exaudi platform service as provided by the SLAs contained in this Agreement. Should NEODATA not comply with the SLAs (i) for three consecutive months or (ii) for four or more months over a period of twelve months, the Client shall be entitled to withdraw from the Agreement by notifying NEODATA of its intention to do so within thirty days of SLA non-compliance. 7.5 Warranty exclusions. The warranties referred to in Clauses 7.2 and 7.4 shall not apply if: (a) the exaudi platform is not used in accordance with this Agreement, (b) Any non-conformity is caused by the Client or by any product or service not provided by NEODATA, its Affiliates, licensors or subcontractors, or (c) the exaudi platform was provided free of charge. 7.6 Exoneration of liability. Except as expressly provided for in the Agreement, neither NEODATA or its subcontractors provide any express or implied warranties or representations, other than those provided for by law, of any kind, including those relating to merchantability, adequacy, originality or fitness for a particular purpose, non-infringement or results arising from the use or integration with any product or service provided for by the Agreement, in other words that the operation of any product or service is secure, uninterrupted or error-free. 8. THIRD PARTY CLAIMS 8.1 Claims against the Client. (a) Without prejudice to Clause 9.2, NEODATA shall defend the Client from claims against it or its Affiliates from third parties for alleged breach or misappropriation of patents, copyright or industrial secrets as a result of use that the Client or its affiliates makes of the exaudi platform. NEODATA shall keep the Client unharmed and indemnified against any definitively acknowledged damage caused by the Client (or an amount subject to a transaction by NEODATA) in relation to the above-mentioned claims. (b) NEODATA obligations under Clause 8.1 shall not be applicable if the claim is the result of (i) a violation of Clause 2 attributable to the Client, (ii) use of the exaudi Platform, together with any other product or service not provided by NEODATA, or (iii) use of the exaudi Platform free of charge. (c) if a claim made, or NEODATA considers that it is likely to be made, NEODATA may: (i) ensure that the Client is entitled to continue using the exaudi platform under this Agreement; or (ii) replace or modify the exaudi Platform in such a way that it does not give rise to any breach, without substantially reducing its functionality. If these options are not reasonably practicable, NEODATA or the Client shall be entitled to withdraw from the Agreement by giving written notice of such intention to the other party. 8.2 Claims against NEODATA. The Client shall defend NEODATA in relation to claims made against it and its Affiliates and subcontractors by third parties in relation to Client Audience Data. The Client shall keep NEODATA unharmed and indemnified against any definitively acknowledged damage caused by NEODATA, its Affiliates and subcontractors (or an amount subject to a transaction by the Client) in relation to the above-mentioned claims. 8.3 Exclusive remedy. Clause 8 establishes the sole, exclusive and total responsibility of the parties, their Affiliates and subcontractors towards the other party as well as the only remedies available to the other party against claims made by third parties under this Clause and the violation or the unlawful appropriation of third party intellectual property rights. 9. DISCLAIMERS 9.1 Limited liability. Neither party shall exclude or limit its liability for damages resulting from: (a) unauthorised use or disclosure of Confidential Information, (b) serious or gross negligence of one of the parties, or (c) failure by the Client to pay the fees due under this Agreement. 9.2 Disclaimer. Notwithstanding Clauses 9.1 and 9.3, the maximum aggregate liability of each Party (or its Affiliates or Sub-Contractors) vis-à-vis the other party or any natural or legal person as a result of events (or series of related events) occurring in a twelve-month time span, shall not exceed the fees paid for the service concerned which directly caused the damage in the above-mentioned 12-month period. The "twelve-month period" begins on the date of commencement of this Agreement. 9.3 Exclusion of damages. Without prejudice to Clause 9.1: (a) neither party (or its parent companies, affiliates or subcontractors) shall be liable to the other party for indirect damages such as, for example, loss of goodwill, profit or loss of business. (b) NEODATA shall not be liable for damages caused by a service provided free of charge. 9.4 Risk distribution. This Agreement distributes the risks between NEODATA and the Client. The fees for the exaudi platform and the Consultancy Services reflect this risk allocation and liability limits. 10. INTELLECTUAL PROPERTY RIGHTS 10.1 NEODATA ownership. NEODATA and its affiliates and licensees are the holders of all intellectual property rights related to the exaudi platform and related documentation, design, knowledge or related processes, as well as any derivative works regarding the same. All rights not expressly granted to the Client are reserved to NEODATA and its Affiliates and their licensees. 10.2 Ownership by the Client. The Client retains all rights to and connected to Client Audience Data. 10.3 Failure to Claim Rights. The Client undertakes, on its behalf and on behalf of its successors, not to make any claims against NEODATA or its Affiliates or licensees regarding any rights on the exaudi platform and related Documentation. 11. NON-DISCLOSURE 11.1 Use of confidential information. Each Party expressly undertakes to maintain the strictest confidentiality on any Confidential Information communicated by the other Party they come into contact with during the performance of their activities under this Agreement. Confidential Information shall mean any relevant information that a Party has entered into, in any way related to the subject matter of this Agreement, including, without limitation, data, strategies, product analyses, technological processes, equations, knowledge, discovered, patented or patentable, know-how and in general, any new items of a technical, economic, commercial or administrative nature, as well as any data, design, document, magnetic medium marked with the term "Reserved" or "Confidential" that is the property of one of the Parties, communicated to the other Party in writing or orally or in any other manner. It shall also include any communication strategy, meaning any printing, audio-visual and/or advertising campaigns in general. Therefore, each Party undertakes: - not to use, in whole or in part, any Confidential Information transmitted by the other Party for purposes other than those that are the subject matter of the Agreement; - not to disclose and/or communicate to third parties, in whole or in part, either in written or oral or graphic format, or on magnetic media or any other format, any Confidential Information communicated or otherwise taught by the other Party without the prior written consent and express written consent of the latter. Each Party undertakes to limit the number of employees, consultants or other third party collaborators who shall have access to the Confidential Information of the other Party directly involved in the activity of the Agreement and shall ensure that such employees, advisers or other third-party collaborators are made aware of the confidential nature of the Information and adhere to the contents of this provision; it is forbidden to copy, duplicate, reproduce or record the Confidential Information in any format or by any means, except to the extent strictly necessary to allow the circulation between the above-mentioned persons. Each Party undertakes to keep in an appropriate manner, so as not to allow its access to third parties, all the Confidential Information relating to the other Party in its possession, in compliance with the obligations imposed by the applicable privacy policy. The obligation of confidentiality shall not apply solely to information which has been i) delivered to a Party directly by the other Party, with the express indication that it is not covered by any confidentiality requirement; ii) public domain at the moment they were disclosed or at a later date; iii) developed independently by the Party without reference to the Confidential Information of the other Party; iv) was, at the time of their disclosure, already known to the other Party and free from any confidentiality constraint. The confidentiality obligation under this clause shall remain binding beyond the termination of this Agreement as long as such information remains confidential and in any case until it remains subject to any measure aimed at limiting disclosure. 11.2 Advertising. The parties shall refrain from using the company name or the name of the other party for advertising purposes without the prior written consent of the other party; By way of derogation from above, the Client authorises NEODATA to use its company name in client lists or quarterly calls with its investors or, in accordance with agreed timelines between the parties, for marketing initiatives (including phone calls and reference testimonies, press releases, site visits, participation in events and fairs). The Client acknowledges that NEODATA is entitled to share information that concerns it with its affiliates for marketing and business purposes and confirms that it has obtained the appropriate permissions to be able to share its employees' contacts with NEODATA. 12. VARIOUS 12.1 Continued effectiveness of the Agreement. Nullity or inapplicability of any or all of the provisions of this Agreement shall not affect the validity of the remaining provisions of this Agreement. 12.2 Implicit Waiver. Waiving a claim regarding breach of contract may not be interpreted as waiving any other breach. 12.3 Electronic Signature. Electronic signatures with the methods permitted by current law are considered, in all respects, as original signatures. 12.4 Communications. All communications must be in writing to the addresses indicated in the Agreement, with copies sent to the Legal Office. NEODATA's communications concerning the operation or support of the exaudi platform and those provided for by Clauses 3.4 and 5.1 may be made available to the authorised representative or client administrator via email. 12.5 Transfer. In the absence of prior written consent, no party may transfer this Agreement (or any right or obligation arising out of it) to others. 12.6 Sub-contracting. NEODATA is entitled to subcontract parts of the service to third parties. NEODATA is liable for contractual breaches attributable to its subcontractors. 12.7 Relationship of the Parties. The Parties are independent contractors and this Agreement does not establish any partnership, franchise, joint venture, agency, trustee or subordinate employment relationship between them. 12.8 Force majeure events. Any delays in performance (except for payment of amounts due) caused by conditions beyond the reasonable control of the defaulting party do not constitute a breach of contract. The timescales for completion shall be extended for a period equal to the duration of the condition that has prevented fulfilment. 12.9 Applicable law and jurisdiction. This Agreement and any disputes arising therefrom are governed by Italian law, without reference to any rules of private international law on the conflict of laws. The parties, without prejudice to their mutual commitment to continue the implementation of this Agreement, are obliged to try to resolve any problems encountered through formal complaints and in bilateral meetings with certified arbitration organisations to identify possible solutions. It is agreed that the Court of Catania shall have jurisdiction over any disputes that cannot be solved in an amicable manner. The parties shall initiate proceedings concerning the Agreement and its subject matter within one year of the date on which they become aware of it or, after a reasonable examination, they should have become aware of the facts at the origin of a dispute. 12.10 Replacement of previous agreements. The Agreement attests to the total and exclusive will of NEODATA and the Client in relation to the contractual relationship established by the Agreement. This Agreement replaces and prevails over everything previously stated, discussed and written (including confidentiality agreements), and the Parties completely waive anything previously stated, discussed and written. The agreement may be amended only in writing and if signed by both parties, without prejudice to the provisions of Clause 3.5. The Agreement prevails over the terms and conditions of use included in any Purchase Orders issued by the Client, which shall not have any legal effect even if NEODATA accepts or fails to refuse a purchase order. The Parties acknowledge that the Agreement has been negotiated and is therefore not subject to the provisions of Articles 1341 and 1342 of the Civil Code.