These general terms and conditions for the SaaS (Software as a Service) license (“General Conditions” or “Contract”) govern the terms and conditions for the use of the "Twini AI" Software and services offered in SaaS mode (“Services”) provided by Twini AI S.r.l., with registered office at Via Example No. 50, Rome (RM), VAT No. 12345678901 (“Company”), through the website https://twini.ai/ and its subdomains (“Platform”). To access the Platform and use the Services, it is necessary to complete the purchase procedure and register as a customer (“Customer” and, collectively with the Company, the “Parties” and, individually, the “Party”), subject to acceptance of these General Conditions.The Customer acknowledges that the annexes to these General Conditions, namely: the Data Processing Agreement (“DPA” – Annex A), available at the following link https://www.twini.ai/dpa, and the privacy policy (“Privacy Policy” – Annex B), available at the following link https://twini.ai/privacy-policy, are an integral and substantial part of these General Conditions. By accepting these General Conditions, the Customer declares to have read their content carefully and to undertake to observe and comply with the provisions contained herein.1. Definitions1.1. In addition to the terms and expressions defined elsewhere in these General Conditions, the terms and expressions listed below have the meaning indicated for each of them within these General Conditions:• “End Customers”: refers to any person who visits a Customer's Domain and interacts with Chatbots created using the Software, including, but not limited to, customers, potential customers, suppliers, and/or users of the Customer.• “Intellectual Property Rights”: refers to any rights relating to patentable and non-patentable inventions, patent rights, database rights, copyrights and related rights including copyrights on software, source codes, and algorithms, databases, as well as trade secrets as defined by Articles 98-99 of the Industrial Property Code (i.e., Legislative Decree 10 February 2005, no. 30), design rights, drawing and model rights, trademarks, domain names, and any other rights related to any industrial and/or intellectual property, whether or not they can be registered, including all rights to apply for such rights.• “Customer's Domains”: refers to any domain owned and/or used by the Customer, including, but not limited to, websites, e-commerce, marketplaces, blogs, landing pages, which the Customer intends to integrate with the Software to create and use personalized Chatbots for managing assistance to End Customers.• “Software”: refers to the software named “Twini AI” that enables the creation of personalized Chatbots based on Artificial Intelligence, particularly the GPT (Generative Pretrained Transformer) language model, capable of offering complete solutions for customer assistance management.2. Object of the General Conditions2.1. With these General Conditions and upon payment of the subscription purchased by the Customer, the Company undertakes to provide the following Services, available in SaaS mode:• Access and use of the Software and Platform, based on a non-exclusive, non-sublicensable, non-transferable, worldwide license, valid for the duration of these General Conditions (“License”);• Maintenance and updating of the Software and Platform;• Integration of the Software with the Customer's Domains (such as websites, marketplaces, e-commerce) for the creation of personalized Chatbots aimed at managing assistance to End Customers;• The Customer's ability to train and personalize the Chatbots with data and information related to the Customer's Domains, as well as through the uploading of content chosen by the Customer;• Reporting and analysis of the activities of the Chatbots created by the Customer, visible in the Platform dashboard;• Technical support managed directly by the Twini AI tech team.2.2. Based on the subscription to the Services purchased, the Customer can create a limited or unlimited number of Chatbots for managing assistance to End Customers. The Customer acknowledges and agrees that for each individual Customer Domain intended to be integrated with the Software, a single Chatbot can be created. For clarity, a single Chatbot cannot be integrated and thus used for multiple Customer Domains.2.3. The Customer acknowledges that the Software uses Artificial Intelligence systems, particularly the GPT language model provided by Open AI, and that, consequently, Open AI may have access to information uploaded by the Customer and/or End Customers within the Chatbots.2.4. The Customer expressly acknowledges that, to use the Services, they must first register on the Platform as indicated in the following Article 3 “Registration”, subject to acceptance of these General Conditions.3. Registration3.1. To access the Platform and use the Services, the Customer must: (i) create an account on the Platform (“Account”); and (ii) access the Platform with their authentication credentials following the creation of the Account.3.2. To create the Account, the Customer must: (i) correctly fill in the registration form fields, entering all required data (such as name, surname, email address, username, and password), (ii) confirm they have read the Privacy Policy; (iii) accept these General Conditions; and (iv) confirm the registration procedure.3.3. During the creation of the Account, the Customer must choose a username and password following the password creation criteria indicated from time to time. The Customer is solely responsible for maintaining the confidentiality and security of the Account access credentials, which must not be transmitted or otherwise disclosed, even partially, to third parties.3.4. The Customer undertakes to promptly inform the Company of any security breaches of the Account and/or loss of access credentials, and/or any unauthorized use of the Account, by sending a communication to the addresses provided in Article 15 of these General Conditions.3.5. The Customer undertakes to indemnify the Company from any loss or damage resulting from the Customer's failure to securely keep their Account access credentials or promptly inform the Company of the unauthorized use, loss, or theft of the Account access credentials.4. Duration of the General Conditions4.1. These General Conditions are perfected when they are accepted by the Customer and remain in force for a period of 12 months from the date of subscription (“Expiration Date”) and will be automatically renewed on the Expiration Date for successive periods of one year each, unless the subscription is terminated by the Customer, as better described in the following Article 5.3.5. Subscription, Billing, and Termination5.1. Subscription5.1.1. To purchase a subscription and use the Services, the Customer must provide their billing information and a valid payment method, which can be updated periodically by the Customer through the dedicated section of their Account. The Customer acknowledges and agrees that unless the subscription is terminated, it will be automatically renewed and the fee will be charged to the payment method indicated by the Customer, based on the billing cycle.5.1.2. The Company offers the Customer different types of subscription plans for the Services (such as monthly premium subscription, annual premium subscription, enterprise subscription). All detailed information relating to the subscription purchased by the Customer (e.g., type of subscription, activation date, Billing Date, billing cycle, payment method) is available in the dedicated section of the Customer's Account.5.2. Billing5.2.1. Billing Cycle. The Customer acknowledges and agrees that the subscription fee for the Services will be automatically charged to the Customer on the payment date indicated in their Account (“Billing Date”). The duration of the billing cycle will depend on the type of subscription purchased by the Customer (e.g., monthly or annual).5.2.2. Unsuccessful Payments: The Customer acknowledges and agrees that if a subscription fee charge fails for any reason not attributable to the Company, the Company reserves the right to suspend access to the Services until the outstanding fee is paid.5.3. Subscription Termination5.3.1. The Customer acknowledges and agrees that the subscription fee is non-refundable. In case of withdrawal from these General Conditions through the termination of the Customer's subscription to the Services, the Account will be automatically closed at the end of the current billing cycle and the Customer can verify the closing date in the dedicated section of their Account.6. Modification of these General Conditions6.1. The Company reserves the right to modify these General Conditions, including subscription fees, for justified reasons, such as: (a) public interest and/or security reasons; (b) reasons related to compliance with legal and/or regulatory obligations; (c) reasons related to legislative and/or regulatory changes; (d) reasons related to implementing updates and technical improvements to the Services, including any technical updates to the Software; (e) reasons related to improving and/or modifying the Services, as well as creating new services by the Company; (f) technical, organizational, and/or commercial reasons that make modifications necessary without which the Company would be unable to continue providing the Services subject to these General Conditions.6.2. Modifications to these General Conditions will be communicated in writing to the Customer by publishing on the Platform and by communication to the email address provided during registration, with a notice period of 30 days before the effective date of the modification (“Notice Period”).6.3. If the Customer does not intend to accept the modifications to these General Conditions, including any changes to the subscription fee, they will have the right to withdraw from these General Conditions within the Notice Period, through the termination of the subscription to the Services as described in the previous Article 5.3.6.4. If the Customer does not exercise the right to withdraw within the Notice Period, the modifications to these General Conditions will be deemed definitively known and accepted by the Customer and will become definitively effective and binding.7. Trial Period7.1. The Customer – subject to acceptance of these General Conditions – will have the right to access a one-time free trial period of the Services, lasting 14 days from the time of registration on the Platform (“Trial Period”). To access the Trial Period, the Customer must first provide the Company with billing information and a valid payment method, choose a subscription to the Services, and accept these General Conditions.7.2. Before the end of the Trial Period, the Customer can decide not to purchase the subscription to the Services through the dedicated section of their Account (https://console.twini.ai/auth/login). The Customer acknowledges and agrees that if the Trial Period is not terminated before the expiration date, access to the Services will be considered purchased by the Customer based on the subscription chosen at the time of registration and under the terms and conditions of this Contract. If the Trial Period is not terminated before its expiration date, the Company is authorized to charge the subscription fee chosen at registration to the payment method indicated by the Customer.8. Customer Obligations8.1. The Customer undertakes to refrain, directly and/or indirectly (e.g., through third-party activities) from:• Circumventing or attempting to circumvent technical protection measures and technical restrictions applied to the Software and/or Platform to identify codes and/or algorithms of any kind and nature;• Analyzing, decrypting, decompiling, disassembling, and/or reverse engineering the Software and/or Platform or attempting to perform such activities;• Altering, modifying, and/or processing the Software and/or Platform in any way;• Reproducing, modifying, adapting, customizing the Software and/or Platform and/or developing, or having others develop, derivative products;• Executing or having others execute copies of the Software and/or Platform;• Commercializing the Services in any way, including the Software, unless authorized in writing by the Company.8.2. The Customer undertakes to use the Services in compliance with and within the limits of the conditions provided for the subscription purchased by the Customer, also undertaking not to use a single Chatbot for multiple Customer Domains, in compliance with the provisions of the previous Article 2.2.8.3. The Customer remains solely responsible for using the Services and for any data, information, video, image, photograph, and/or content of any kind uploaded, sent, published, displayed, and/or otherwise transmitted through the use of the Services, even by End Customers.8.4. By accepting these General Conditions, the Customer acknowledges and agrees that:• Any improper or otherwise unauthorized use of the Software, Platform, and Services is prohibited;• These General Conditions and/or any provision contained herein may not be interpreted in any way to grant the Customer express or implied rights of any kind and nature over the Software and/or Platform, other than those expressly granted under these General Conditions.9. Intellectual Property9.1. The Customer must use the Services in full compliance with the Intellectual Property Rights owned by the Company and/or third parties. The Company is and will remain the sole and exclusive owner and holder of all Intellectual Property Rights on the Platform, Software (including the source code), and any content, information, trademark, logo, and/or other distinctive sign present within the Platform and/or Software. The Company will also be the owner of any Intellectual Property Rights on any customization and/or parameterization that may be implemented concerning the Platform and the Software at the Customer's explicit request.9.2. The Customer undertakes not to contest the exclusive ownership of the Intellectual Property Rights on the Software and/or Platform by the Company and any subsequent customizations of the same and undertakes not to take any initiative that could compromise or otherwise prejudice the Company's ownership of such Intellectual Property Rights even in the event of expiration, termination, withdrawal, and/or cessation, for any reason, of these General Conditions.9.3. The Customer undertakes to use the Software and Platform in full compliance with the conditions and limitations provided by the License, as detailed in the previous Article 2.1. lett. (a) of these General Conditions.10. Termination10.1. Without prejudice to the rights under Article 1453 of the Civil Code, the Company will have the right to terminate these General Conditions with immediate effect under Article 1456 of the Civil Code in cases where the Customer uses the Services in violation of these General Conditions and/or in violation of applicable laws and regulations and/or for illegal purposes, and in particular for the violation of the following articles: 2.2., 3.4.; 5; 8, 9, and 14.10.2. The foregoing does not prejudice the Parties' right, if the circumstances are met and it is deemed appropriate, to take any appropriate initiative for the resolution of these General Conditions under Articles 1453 and 1454 of the Civil Code.11. Personal Data Processing11.1. The Customer acknowledges that the acceptance and execution of these General Conditions involve the processing of personal data of the Customer (as well as related parties, such as agents, legal representatives, employees, and/or collaborators, etc.) by the Company as an autonomous data controller, for the purposes and in the manner described in the Privacy Policy provided by the Company under Article 13 of the GDPR, annexed to these General Conditions and accessible at the following link https://www.twini.ai/privacy-policy.11.2. It is understood that the Customer is the data controller under the GDPR regarding the personal data of third parties, including the personal data of End Customers, processed through the use of the Services. For the provision of the Services, the Company may have access to and process personal data of End Customers on behalf of the Customer as a data processor under Article 28 of the GDPR. The processing carried out by the Company as a data processor will be based on and in compliance with the DPA, annexed to these General Conditions and accessible at the following link https://www.twini.ai/dpa.12. Force Majeure12.1. For the purposes of these General Conditions, force majeure means all circumstances beyond the Company's control that temporarily or permanently prevent the fulfillment of the obligations provided by these General Conditions; such as, but not limited to, wars or the risk of wars, riots, total or partial social mobilizations, strikes, lack of raw materials, delays in the supply of products and services (including digital) and/or suppliers' performance, transportation difficulties, difficulties or delays in data transmission over the network, import and/or export restrictions of any kind, frost, fires, epidemics, pandemics, natural disasters, and any other unforeseen impediment that makes it wholly or partly impossible to provide the Services (“Force Majeure”).13. Limitations of Liability13.1. The Customer acknowledges and agrees that the Services are provided "as is" and characterized by constantly evolving technologies. Therefore, the technical characteristics of the Software may be modified when necessary due to technological evolution and/or supply and/or organizational needs.13.2. The Customer acknowledges that under no circumstances will the Company be liable for damages that may result to the Customer or third parties as a result of using the Services, as well as the content generated by the Software, for amounts exceeding the fee paid to the Company.13.3. In no event will the Company be liable to the Customer:• For lost profits or lost opportunities, or for indirect or consequential costs or damages; and• For damages to the Customer (and their infrastructure) caused by improper use of the Software, Platform, and Services by the Customer.14. Prohibition of Assignment14.1. The Customer may not assign, in whole or in part, without the prior written consent of the Company, these General Conditions and/or the credits arising from them. In any case, the Customer may not sublicense the License or otherwise allow any third party to use the Services without the prior written authorization of the Company.15. Communications15.1. All communications to the Customer regarding these General Conditions may be made to the email address provided by the Customer during registration. It is understood that it is the Customer's responsibility to communicate any changes to the email address by updating the identifying data in their Account settings.15.2. All communications to the Company can be sent to the following contacts:• Email: info@twini.ai; or• PEC: twiniaippec@pec.it; or• Address: Via Example No. 50, Rome (RM), ZIP 0010016. Applicable Law and Jurisdiction16.1. This contract is governed by and must be interpreted in accordance with Italian law.16.2. For any disputes concerning the interpretation and execution of these General Conditions, the Court of Milan will have exclusive jurisdiction.17. Unfair Clauses17.1. The Customer expressly declares to accept the content of the following articles: 2; 3.5., 4; 5; 6, 7.2.; 8; 9.3; 10; 12.2.; 13; 14, 16.