END-USER LICENSE AGREEMENT (EULA) BY REDCARBON

Effective Date: April 22, 2024

I. SCOPE

1. Scope

This License Agreement ("Agreement") is a contract between the Licensee (referred to as "Licensee"), a single legal or natural person identified at the time of subscription, or communicated to any company reselling or redistributing the Software as per a separate agreement entered into with Licensor ("Partner Company") reselling or redistributing the licensed software, and RedCarbon SRL – Torino ("Licensor"). This Agreement governs the use and access to the Software by the Licensee, its employees, collaborators, and related services (together the "Services").

By accessing the Software, the Licensee explicitly agrees to the terms and conditions of this Agreement.

2. Definitions

"Software" refers to RedCarbon and/or DefenderAI and/or RedGuardAI programs, any other computer programs, internet-based services, and any updates (e.g., software maintenance updates, bug fixes, help content) provided by the Licensor.

"Credentials" refer to the information required for the Licensee and authorised users to identify and access the Software and data (user/username credentials, email, company name, etc.).

II. SUBJECT OF THE AGREEMENT

3. Software License and Limitations

Under these Terms and Conditions, the Licensor grants the Licensee a personal, limited, non-exclusive, non-transferable, and non-assignable license to use the Software. The license is subscription-based and valid for the subscription period and any renewals.

The license grants the Licensee access and use of the Software for data and information management for the number of authorised users for whom the Licensee has paid.

Access is only permitted via a browser to one user at a time in a single session.

This license does not authorise the Licensee or third parties to:

• Access the program without a license agreement or to access any unauthorised program or data.
• Copy, reproduce, transmit, resell, or redistribute the Software.
• Allow third parties to benefit from the Software's use or functionalities through subscription, sale, or other agreement.
• Transfer any rights granted under this Agreement.
• Bypass software technical limitations, enable disabled functionalities, decompile, or disassemble the Software, except as expressly permitted by applicable laws.
• Attempt any action that could compromise the Software's proper functioning, impede regular access or use by other users, or impose an irregular load on the Licensor's infrastructure.
• Use the Software contrary to the described and authorised use.

III. COMMENCEMENT, DURATION, AND TERMINATION OF THE AGREEMENT

4. Subscription License

The Software is provided annually, effective from the subscription date and payment of the annual fee. Unless written notice of non-renewal is given by either Party at least 60 days before the expiration date, the subscription will be automatically renewed for an equal period. Renewal will commence from the natural expiration date.

Access to the Software is granted upon acceptance of this Agreement, receipt and processing of all Licensee's information, and payment receipt.

5. Termination, Suspension, and Revocation

The Licensor may revoke the Licensee's right to use the Software at any time, refunding the subscription fee proportionally for the unused period.

Either Party may terminate the Terms at any time with a 30-day notice if the other Party is in material breach of the Agreement and such breach is not cured within 30 days.

The Licensor may suspend or limit access to the Software if necessary for user protection. Suspension does not relieve payment obligations and does not extend the subscription period.

After non-renewal, access is allowed for an additional 30 days for data export only. Access will be suspended after this period or upon immediate termination, and data will be permanently deleted within 30 days from the date of access suspension or contract termination.

The Licensee acknowledges that the Licensor is not liable for access termination and data deletion.

IV. RIGHTS AND OBLIGATIONS OF THE LICENSOR

6. Software Maintenance and User Protection

The Licensor may perform maintenance, causing service interruptions, delays, or errors. Notices for scheduled maintenance will be provided at least 48 hours in advance via email or customer portal. Service suspension for maintenance does not relieve payment obligations or extend the subscription period.

The Licensor may access Licensor Data to comply with legal requirements, ensure software operation, perform backups, improve efficiency, conduct data checks and tests, and provide support.

The Licensor may use anonymised and aggregated data derived from the Services to implement new functions and improve service efficiency.

7. Infrastructure

The Licensor reserves the right to use any hardware, software, communication infrastructures, and storage systems, either proprietary or third-party, to provide the Software and services.

8. Permitted Disclosure of Licensee Information

The Licensee acknowledges that to provide Software access and usage; the Licensor may share Credentials and Account Data with designated collaborators or Partner Companies selling or distributing the Software.

9. Feedback/Contributions

The Licensor may provide mechanisms for the Licensee to offer suggestions, advice, solutions, contributions, and examples ("Feedback"). The Licensee agrees that the Licensor may use Feedback at its discretion, including in future software modifications and promotional materials.

V. RIGHTS AND DUTIES OF THE LICENSEE

10. Subscription Fee Payment

The Licensor defines the subscription fee and payment methods, excluding taxes. The fee must be paid annually in advance, with possible shorter initial subscriptions ending with the calendar year and annual renewals.

11. Registration Data, Contextual Information, and Security

To use the Software, the Licensee must register and provide complete, truthful, and accurate information about themselves and any authorised users. The Licensee must maintain accurate and complete registration information.

The Licensee is responsible for ensuring accurate information provided directly or through a Partner Company and is liable for any erroneous or incomplete information.

12. Licensee Access Information and Account Data

The Licensee is solely responsible for maintaining the confidentiality of access information and preventing unauthorised access or use of the Software. The Licensee must inform the Licensor of any loss, theft, or unauthorised use of access information.

The Licensor may only allow access if unauthorised use is suspected.

The Licensee is responsible for providing access and assigning credentials to authorised users, ensuring compliance with this Agreement.

The Licensee acknowledges the information provided by the Licensor is for exemplary purposes to facilitate software use and may not reflect particular situations, events, or time changes.

VI. LIABILITY

13. Warranty Limitation

The Software is provided "as is" and "as available." The Licensor does not guarantee the Software is error-free but commits to correcting any issues within a reasonable time after the Licensee's report.

14. Limitation of Licensor's Liability

Licensor is fully liable to the Customer for damages resulting from Licensor's gross negligence or willful misconduct. In all other cases and to the extent permitted by law, the total liability of the Licensor and its partners or subcontractors is limited to the amount paid by the Licensee for Software use during the issue period.

The Licensor is not liable for damages caused by third-party maintenance or malfunctioning equipment.

The Licensor is not liable for direct or indirect damages, including lost business, communication failures, data loss or theft, virus or spyware attacks, inability to access data, business restoration costs, third-party liability, and other related damages.

The Licensor is not liable for losses due to third-party services or websites. The Licensor will not be held liable for the Software's inaccuracy or incompleteness or for its incompatibility with any specific objectives that the Licensee hopes to achieve.

The foregoing limitations and exclusions of liability shall not apply to damages resulting from the Licensor's gross negligence or willful misconduct.

The Licensee is responsible for ensuring their hardware and software infrastructure meets the minimum requirements specified in the technical documentation.

The Licensee must inform and ensure employees, consultants, and agents take necessary measures to maintain software confidentiality.

15. Third-Party Data

The Software may use information from various public and private sources. The Licensor is not responsible for the validity, accuracy, or timeliness of these data.

16. Third-party websites

The Software may contain links to third-party websites. The Licensor does not control, monitor, or endorse these sites and is not liable for their content or use.

VII. INTELLECTUAL PROPERTY

17. Software Ownership, Source Code, Intellectual Property Rights, Trademarks

The Licensor retains ownership of the original Software and all copies. Trademarks and distinctive signs on the Software remain the property of the Licensor.

The license does not grant rights to the source code. The software's techniques, algorithms, and processes are proprietary and protected by copyright.

The Licensee retains all rights and interests in data and information submitted, transmitted, generated or stored by the Licensees in connection with using the Services under these Terms ("Licensee Data"), including all intellectual property rights therein and to it.

The Licensee authorises the Licensor to use, process, and store relevant Licensee Data for the performance of the Services. The Licensee hereby grants the Licensor a non-exclusive, non-transferable license to use and store Licensee Data solely as necessary for the provision of the Services and for the duration of this Agreement.

The Licensor may retain and use anonymised and aggregated data derived from the Services on a perpetual basis for internal analysis, product improvement, and statistical purposes, provided that such data cannot be used to identify the Licensee or any individual.

VIII. MISCELLANEOUS

18. Notices

Notices must be given in writing, including e-mail, and need to be communicated:

• To Licensor's attention: via email to license@redcarbon.ai
• To the Licensee's attention: via email to the last e-mail address provided for this purpose by the Licensee. It is the Licensee's responsibility to keep the provided contact information current.

19. Written Form

Any modifications to this Agreement must be made in writing, including e-mail, and signed by authorised persons.

20. Severability

If any provision of this Agreement is invalid, the remaining provisions remain effective. The parties will replace invalid provisions with clauses that achieve the intended result.

21. Governing Law and Jurisdiction

This Agreement is governed by Italian law, excluding private international law. Any disputes will be resolved exclusively in Turin.

22. Data Protection and Data Processing

The licensor collects and processes only personal data provided by the Licensee as necessary for the Services and in accordance with applicable data protection legislation in Italy and the European Union. The licensor protects personal data using appropriate technical and organisational measures.

The processing of personal data in connection with the use of the Software is governed by a separate Data Processing Agreement (DPA) concluded between the parties at contract signing, pursuant to Art. 28 GDPR. The provisions of the DPA prevail over this Agreement in matters of data protection. The DPA is available upon request at privacy@redcarbon.ai.

For information about data collected through the website www.redcarbon.ai (analytics, cookies, contact form), please refer to the Website Privacy Policy.

RedCarbon S.r.l.

Legal Office: Torino (TO), Corso Lecce 51 - 10145 - Italy

Operations Office: Torino (TO), OGR - Corso Castelfidardo, 22 - 10128 - Italy

Tax Code and VAT Number: 13235700013

REA Number: TO-1348837

Registered share Capital: €367.058,82