Terms and Conditions

GENERAL TERMS AND CONDITIONS FOR THE USE OF THE CLIENT AREA AND RELATED SMS, DIGITAL MESSAGING, AND AI-BASED CONTENT CREATION SERVICES

THIS ENGLISH VERSION OF THE AGREEMENT IS PROVIDED FOR CONVENIENCE ONLY. IN THE EVENT OF ANY DISCREPANCIES OR CONFLICTS BETWEEN THE ENGLISH VERSION AND THE ORIGINAL ITALIAN VERSION, THE ITALIAN VERSION SHALL PREVAIL AND BE DEEMED THE OFFICIAL AND BINDING VERSION OF THE AGREEMENT.

ThisAgreement (the " Master Agreement") is entered into

BY AND BETWEEN

Agile Telecom S.p.A., a company incorporated under the laws of Italy, with registered office at Via Baldassarre Peruzzi 26 - 41012 Carpi (MO), Italy, registered with the Modena Companies Register under VAT and Tax Code No. IT02804070361, duly represented by its legal representative pro tempore ("Agile");

AND

The client, identified through the information provided in the appropriate registration form, represented by its legal representative pro tempore or other duly authorized representative (the "Client").

Agile and the Client are each referred to individually as a "Party" and jointly as the "Parties".

RECITALS

I. Agile holds the necessary authorizations to provide electronic communications services under Article 11 of Italian Legislative Decree No. 259/2003, as amended from time to time.

Agile offers digital communication services, including SMS messaging, cross-platform digital channel services, and AI-based tools for generating digital content.

The Client wishes to enter into this Agreement with Agile in order to access and use the integrated services offered by Agile, including: (i) use of Agile’s SMS gateway to send messages to the Client’s end users and customers, under the terms and conditions set out herein (the “SMS Service”); (ii) the ability to send digital communications via alternative channels such as RCS, WhatsApp, Telegram, and similar platforms (the “Additional Channels”); and (iii) use of the AI assistant, provided as a SaaS solution, designed as a marketing support tool powered by non-proprietary, open-source artificial intelligence models to generate customized content for social media and manage multichannel communications for businesses, enabling the Client to independently manage campaigns, generate content, and receive content suggestions based on the information provided during the service setup phase (“AI Assistant”) (each individually referred to as a “Service” and collectively as the “Services”).

The Services are accessible and manageable by the Client through a single online SaaS platform that enables activation, configuration, monitoring, and integrated use of various features, including SMS messaging, alternative digital channels, and AI-based tools (the “SaaS Platform”).

The Services shall be governed by the terms and conditions set forth in this Master Agreement and its annexes, and will be provided by Agile exclusively for professional use by the Client and for purposes strictly related to its business activities.

With this Master Agreement, the Parties intend to define the terms and conditions governing the provision of the Services by Agile to the Client.

The Services are intended solely for professional users, and the Client undertakes to use them exclusively in connection with its professional activities and related purposes.

The Client acknowledges that it is familiar with, and has carefully evaluated, the features of the Services and considers them suitable for its business needs.

NOW, THEREFORE,

THE PARTIES HEREBY AGREE AS FOLLOWS

DEFINITIONS AND RECITALS

The Recitals and any external links referenced herein form an integral and substantial part of this Master Agreement.

Unless otherwise required by the context or expressly defined in other provisions of this Master Agreement, the following capitalized terms shall have the meanings set forth below:

A) "AGCom": shall mean the Italian Communications Regulatory Authority (Autorità per le Garanzie nelle Comunicazioni), established by Law No. 249 of 31 July 1997.

B) "Client Area": means the reserved area of Agile’s website, accessible by the Client upon completion of registration to one or more of Agile’s Services.

C) "Additional Channels": means all alternative messaging channels other than SMS, including but not limited to RCS, WhatsApp, Telegram, and similar platforms, as referenced in the Recitals and further described in Annex B.

D) "Master Agreement": means this agreement, including its Annexes and any incorporated external links.

E) "Personal Data": means any information relating to an identified or identifiable natural person.

F) "Applicable Data Protection Law": means Legislative Decree No. 196/2003 as subsequently amended by Legislative Decree No. 101/2018, EU Regulation 2016/679 (GDPR), and any decisions or guidelines issued by the Italian Data Protection Authority.

G) "AI Assistant": refers to the virtual assistant solution based on non-proprietary, open-source artificial intelligence models, made available by Agile under the terms described in Annex C.

H) "SaaS Platform": means the platform described in the Recitals.

I) "Intellectual Property": means any intellectual property right governed, from time to time, by patent law, semiconductor chip protection law, copyright law, trade secret law, trademark law, or any other law on registered or unregistered intellectual property rights, including any applications, renewals, extensions, reinstatements, and restorations thereof, in force now or in the future, worldwide.

J) "SMS Service": refers to the service described in the Recitals and governed by Annex A.

K) "Trial": means, where applicable, the pre-contractual free trial period as defined by Agile, during which the Client may evaluate the functionalities of the Services and may withdraw at any time, without any obligation or cost.

L) "End Users": means the final recipients of communications sent by the Client through the Services, including but not limited to SMS messages sent via the SMS Service, messages sent via the Additional Channels, and content delivered through the AI Assistant platform.

ANNEXES

The following documents (collectively, the “Annexes”) form an integral and essential part of this Master Agreement, pursuant to and for the purposes of applicable law:

A) Annex A – Special Terms for the SMS Gateway Service: governs the terms of use of the SMS transmission service, management of sender IDs (Aliases), content liability, and usage limitations.

B) Annex B – Special Terms for Additional Channels (Cross-Platform Service): sets out the rules for activation, usage, liability, and contractual restrictions relating to communication services via alternative digital channels (e.g., RCS, WhatsApp, Telegram).

C) Annex C – Special Terms for the AI Assistant Service (AI Assistant): defines the terms of use of the AI Assistant SaaS platform, including license limitations, responsibilities, service level agreements (SLAs), and technical requirements.

D) Annex E – Data Processing Agreement (DPA): governs the processing of personal data, Agile’s role as Processor or Sub-Processor, and the contractual safeguards applicable to data protection.

In the event of a conflict between the provisions of this Master Agreement and those contained in one or more Annexes, the provisions of the Annex specifically related to the Service in question shall prevail, unless otherwise agreed in writing by the Parties.

PURPOSE, LICENSE AND USE POLICY

This Master Agreement governs the unified regulation of the Services (as defined in the Recitals), establishing the general terms and conditions for their use, activation, billing, and duration. All Services are made available by Agile in cloud mode and are fully manageable by the Client through a single online-accessible SaaS Platform, which enables centralized control of functionalities, operational configuration, and integrated use of the activated solutions.

By entering into this Master Agreement, Agile grants the Client a non-exclusive, non-transferable, and time-limited license, valid for the duration of this Master Agreement, to access and use the SaaS Platform solely for the purpose of utilizing the activated Services, and within the technical limits and modalities established by Agile.

The Client undertakes to use the Services in compliance with applicable law, this Master Agreement, the Annexes, and any other relevant regulation, and shall refrain from any conduct that may compromise—either actually or potentially—the security, integrity, or availability of the Services, as well as the rights of third parties or the proper operation of the Services.

Without prejudice to the above, and without limitation to any more specific prohibitions provided in this Master Agreement or its Annexes, the Client expressly agrees not to:

Attempt, directly or indirectly, to reverse engineer, decompile, disassemble, or otherwise access the source code of the Services, or their underlying structure, ideas, or algorithms, nor to modify, translate, or create derivative works from the Services;

Copy, distribute, pledge, or otherwise transfer or encumber any rights in the Services; rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make the Services available to any third party, including via timesharing, service bureau, SaaS, cloud or similar technologies, without Agile’s prior written authorization;

Bypass or breach any security mechanism or access control implemented by Agile, or access/use the Services except through an authorized user with valid access credentials;

Remove or alter any Agile trademarks or any copyright, trademark, or proprietary notices, legends, symbols, or labels contained in the Services;

Use the Services to send unsolicited messages or campaigns (i.e., spam). Any attempt to use the Services for bulk messaging—solicited or unsolicited—will result in immediate suspension of the Services and termination of the Master Agreement;

Transmit or disclose personal data and/or sensitive information via test messages or as input to AI functionalities;

Use AI functionalities in violation of Agile’s applicable acceptable use policy;

Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others;

Distribute or disseminate inappropriate, defamatory, obscene, indecent, unlawful, or harmful content or materials, or content containing, transmitting, or activating viruses or malicious code;

Upload or make available files containing images, photographs, software, or other material protected by intellectual property or privacy laws unless the Client owns the rights or has obtained the necessary authorizations;

Use materials or information, including images or photographs, made available through the Services in a manner that infringes the copyrights, trademarks, patents, trade secrets, or other intellectual property rights of third parties;

Upload, transmit, or provide through the Services any unlawful, harmful, or malicious code-containing/enabling/transmitting content or information;

Damage, destroy, disable, interfere with, or otherwise disrupt the Services, Agile’s systems, or Agile’s provision of services to other parties, in whole or in part;

Falsify or remove copyright management information such as author attributions, legal notices, or proprietary labels identifying the origin or source of the AI Assistant or other materials uploaded;

Violate any applicable law or regulation;

Access or use Agile’s Services beyond the scope of authorization granted under this Master Agreement, the relevant Annexes, or Agile’s usage policies and instructions as communicated from time to time.

FEES AND COMMERCIAL TERMS

The fees payable by the Client for each Service are specified in the relevant Annexes to this Master Agreement, which also define the methods of calculation, invoicing, payment, and renewal. If multiple Services are activated, each related cost shall apply separately, in accordance with the commercial terms set out in the corresponding Annex or Annexes.

Unless otherwise agreed in writing, all amounts are expressed in Euros and are exclusive of VAT and any other applicable taxes or charges. The Client undertakes to pay the due amounts within the specified deadlines. Any delay in payment shall entitle Agile to charge late payment interest pursuant to Legislative Decree No. 231/2002, without prejudice to any other rights or remedies provided for under this Master Agreement.

TERM, TERMINATION, AND WITHDRAWAL

This Master Agreement shall enter into force on the date of activation of the first Service by the Client and shall remain in effect until the termination of the last active Service, unless terminated earlier in accordance with the provisions of this Master Agreement.

Each Service activated by the Client (including, by way of example, the SMS Service, Additional Channels, and AI Assistant) shall be subject to its own contractual term, as indicated in the relevant activation forms and/or in the specific terms applicable to each Service, as defined in the corresponding Annexes.

The Client acknowledges that the Services under this Master Agreement are intended for professional users and are activated upon the express request of such users. Accordingly, any right of withdrawal under consumer protection legislation is expressly excluded.

EXPRESS TERMINATION CLAUSE

Pursuant to Article 1456 of the Italian Civil Code, this Master Agreement shall be deemed automatically terminated by Agile, by means of a simple written notice - sent in accordance with Article 13 below - in the event of a breach by the Client of any of the essential obligations set out in the following provisions:

Articles 3 (Purpose), 8.1 (Advertising), 9.1 (Transparency and compliance with applicable data protection laws), 9.3 (Client’s obligations regarding consent and transparency toward recipients), 12.3 (Obligations regarding accuracy, fairness, and legal compliance of Client information), 12.4 (Responsibility for content and published information), 15.3 (Restrictions on use of trademarks and distinctive signs), 19.2 (Assignment by the Client), and 20.3 (Client’s obligations in connection with Beta Services) of this Master Agreement;

Where applicable, Articles 2 (Purpose), 3 (Fees and payment terms), 6 (Recipient consent), and 8.1 (Message accuracy, fairness, and legal compliance) of Annex A;

Where applicable, Articles 1.4 (Proper use of names and distinctive signs), 1.8 (Content restrictions), and 7.1 (Prohibition of resale) of Annex B;

Where applicable, Articles 2.1 (License grant), 2.4 (Client obligations), 2.6 (AI Assistant usage policy), 4.2 (Fees, billing, and payments), 4.3 (Non-payment or late payment), 6.4 (Prohibitions), 6.6 (Client’s duties regarding AI Assistant’s proper use), 6.13 (Client’s verification obligations), and 7.2 (Liability for Client’s breaches) of Annex C.

This termination right shall also apply in the event that the Client becomes subject to insolvency proceedings or any similar procedure, including voluntary ones, or enters into voluntary liquidation or dissolution, or in case of insolvency or other serious and proven financial difficulties that may jeopardize the Client’s ability to fulfill its contractual obligations.

In the above cases, the termination shall be deemed effective by operation of law upon receipt by the Client of the written notice from Agile declaring its intention to invoke this express termination clause. In any case, Agile shall retain the right to demand full payment of the periodic fees and other amounts due for the Services under the applicable Annexes for the entire agreed term, and/or to withhold any amounts already paid, even if the Services have not been fully utilized.

USERNAME AND PASSWORD

The Client shall access the Client Area and the Services through personal authentication credentials (username and password) defined during the activation process and shall be solely responsible for their safekeeping and use. Access to and management of the Services will take place via the SaaS Platform provided by Agile, which is accessible online through the Client Area and enables the Client to configure, monitor, and centrally manage all features related to the activated Services.

The Client undertakes to maintain the highest level of confidentiality regarding its access credentials and remains fully responsible for their safekeeping. The Client shall be solely liable for any damage resulting from unauthorized use of such credentials by third parties.

In any case, the Client undertakes to immediately inform Agile of any theft, loss, or unauthorized use of its access credentials by third parties. In such circumstances, Agile reserves the right to suspend the Services in accordance with Article 17 of this Master Agreement.

To enhance security, where available, Agile recommends that the Client activate the two-factor authentication method available within the Client Area settings. Accordingly, Agile shall not be liable for any damages or losses suffered by the Client or third parties that could have been avoided through the use of such recommended two-factor authentication.

PUBLICITY

The Client authorizes Agile to use its name and logo in presentations, marketing materials, customer lists, and financial reports.

Without prejudice to the watermark set forth in Article 3.2 of Annex C to this Master Agreement, any use by the Client of Agile’s or AI Assistant’s logo, trade name, or any other distinctive sign must be requested in writing and expressly authorized in writing by Agile.

PERSONAL DATA PROCESSING – TRANSPARENCY

The Parties acknowledge that they have mutually and adequately informed each other in accordance with the applicable data protection legislation in force from time to time, regarding the potential processing of Personal Data related to the execution of this Master Agreement, and declare that they will process such Personal Data in compliance with the relevant legal provisions. Further information is available in the privacy notice accessible at: .

PERSONAL DATA PROCESSING – ROLES

With regard to the processing of Personal Data relating to the Parties themselves, Agile and the Client shall act independently as data controllers. As regards the performance of the services covered by this Master Agreement that involve the processing of Personal Data, the Client typically acts as the data controller, while Agile typically acts as the data processor, following the instructions provided by the Client and specified in writing in the “Data Processing Agreement” attached as Annex D, which forms an integral part of this Master Agreement. Agile also undertakes to comply with the applicable measures issued by the competent data protection authority in force from time to time.

Without prejudice to the Client's compliance with the obligations under the applicable data protection laws in relation to its role as data controller, the Client specifically acknowledges and agrees that the collection of consent from the recipients of messages or campaigns and/or the identification of another appropriate legal basis for processing lies solely with the Client. Similarly, it is the Client’s sole responsibility to inform recipients that third-party tools may be used for sending communications and, should the Client choose to activate the statistical tracking functionality, to inform the recipients accordingly.

APIs AND THIRD-PARTY SERVICES

Agile may provide the Client with access to certain application programming interfaces (“APIs”) to enable the integration of the Services with third-party applications or with the Client’s proprietary applications (“Third-Party Services”). Such integrations may include, by way of example, content export and communication delivery to external platforms. The use of Third-Party Services by the Client is subject to a separate agreement between the Client and the respective third-party provider (the “Third-Party Provider”), and Agile is not, and shall not be considered under any circumstances, a party to or third-party beneficiary of such agreement. Consequently, the warranties set forth in this Master Agreement and its Annexes shall not apply to Third-Party Services, and Agile does not undertake to provide technical support or maintenance activities for such applications, whether provided by third parties or developed by the Client. The use of Third-Party Services is entirely at the Client’s own risk. The Third-Party Provider shall be solely responsible for the Third-Party Service, its content, performance, security, and the protection of any Client Data processed or otherwise involved, directly or indirectly, in the use of such Third-Party Services. It is understood that any integration with third-party services or applications is subject solely to the terms and conditions established by the respective providers, for which Agile assumes no responsibility. The Client is responsible for verifying the compliance of such integrations with applicable laws and its own contractual obligations. Unless otherwise agreed, where the Client opts to use Third-Party Services, the following provisions shall apply: (i) the Third-Party Services are subject to and governed by the terms, conditions, and limitations imposed by the relevant providers; (ii) under no circumstances shall Agile be held liable for any failure or malfunction of the Third-Party Services; (iii) if the providers of such Third-Party Services modify, suspend, or discontinue the provision of such services, Agile may consequently modify, suspend, or discontinue the Client’s access to them, without prior notice and without incurring any cost, charge, or liability, by simply notifying the Client; and (iv) as the Third-Party Services are made available through the involvement of third parties, and are not essential for the core operation of the Services, they may become temporarily or permanently unavailable at any time, without prior notice, by simply providing a service communication to the Client. The Client hereby expressly waives any claim against Agile in connection with the unavailability or modification of such Third-Party Services.

In the event the Client activates, integrates, or uses Third-Party Services in connection with the Services under this Agreement, the Client authorizes Agile to share—strictly to the extent necessary for the use of the Third-Party Service—data, configurations, content, or outputs generated through the Services (including any Personal Data and Aggregated Data) with the relevant third-party provider. It is understood that such Third-Party Services are governed exclusively by the applicable terms and conditions of the respective provider, and Agile assumes no responsibility for the use, security, data processing, or any malfunction attributable to the third-party provider, nor for any misuse of shared information by the latter.

WARRANTIES AND LIABILITY

Agile represents and warrants that: (a) it has full power and authority to enter into and perform this Master Agreement in its entirety; and (b) it is an authorized entity pursuant to Article 11 of Legislative Decree no. 259/2003, as subsequently amended and supplemented.

Except in cases of willful misconduct or gross negligence, Agile’s total aggregate liability under this Master Agreement shall not exceed the lesser of (a) €10,000 (ten thousand euros) and (b) the total amount paid by the Client to Agile for the provision of the Services during each contractual year of validity of this Master Agreement. It is understood that Agile shall be liable solely for direct damages suffered by the Client as a result of specific and proven acts or omissions attributable to Agile under this Master Agreement.

The Client represents and warrants that: (i) all information provided to Agile is complete, accurate, and up to date, including contact details shared with Agile; (ii) the Service will be used in compliance with applicable legal and regulatory requirements, including, without limitation, those relating to the processing of Personal Data; (iii) it has the legal right and authority to authorize, and hereby authorizes, Agile to exercise all rights necessary to duly perform the Services and this Master Agreement. Nothing in this clause shall operate to exclude or limit either Party’s liability for willful misconduct or gross negligence.

In light of the nature and features of the Services and their operation, the Client—also acting as liable for the actions of its employees, agents, or auxiliaries pursuant to Articles 1228 and/or 2049 of the Italian Civil Code—agrees to fully indemnify and hold Agile harmless from and against any and all claims, demands, or liabilities (whether judicial or extrajudicial), including but not limited to damages, indemnities, or penalties (criminal, administrative, tax, or otherwise), arising in connection with the content of any communication, message, campaign, and/or information transmitted or conveyed via the Services, their lawfulness, and/or any conduct of the Client, its personnel, employees, contractors, end customers, or any third party for whom the Client is legally or contractually responsible. Civil, administrative, and criminal liability relating to the information and content disseminated through the services provided by Agile remains solely with the Client (except where otherwise required by mandatory law).

NOTICES AND CONTACT POINTS

Any notice, communication, and/or other documentation concerning or in connection with this Master Agreement shall be made in writing and, unless otherwise specified, may be delivered by: (i) hand delivery, confirmed by a signed receipt from the receiving Party; (ii) courier delivery and/or registered mail with return receipt; (iii) certified electronic mail (PEC), confirmed by the corresponding delivery receipt; or (iv) e-mail (or other method expressly agreed between the Parties), sent to the contact details that each Party may provide to the other in accordance with the above provisions — which the Parties acknowledge as elected domiciles for the purpose of receiving such communications and/or documentation.

Any communication addressed to the Client shall be deemed validly and effectively delivered when sent by Agile to the last e-mail or physical address communicated by the Client, or made available through the Client’s account. The Client acknowledges and agrees that, for the purposes of communications under this Master Agreement, Agile may rely on any e-mail or physical address associated with the Client’s account, including addresses related to the primary contact, billing contacts, the account owner’s profile, or any other contact reasonably attributable to the Client’s account.

Any communication sent in accordance with this clause shall be deemed received by the recipient:(i) in the case of hand delivery, on the date of receipt; (ii) in the case of courier delivery or registered mail with return receipt, on the date of signature of the return receipt; (iii) in the case of PEC, on the date and time indicated in the delivery receipt issued by the certified email server; (iv) in the case of email, at the time of actual receipt.

The Parties agree that: (a) electronic communications shall be considered “in writing” where applicable law requires written form; and (b) electronic evidence shall be admissible in court or in any other quasi-judicial proceeding between the Parties.

AMENDMENTS

Agile reserves the right to unilaterally amend this Master Agreement, including its Annexes, at its sole discretion. Any such amendment shall become effective as of the date on which notice is provided to the Client, either by email to any contact address held by Agile or through a notice published in the Client’s Personal Area.

Any subsequent, even partial, use of the Services by the Client shall be deemed as implicit acceptance of the amendments.

Should the Client not wish to accept the amendments made to the Master Agreement and/or any of its Annexes and/or any specific Service, the Client may withdraw, at its discretion: (i) from the single Service affected by the amendment, while continuing to receive the other active Services under the Master Agreement; or (ii) from the entire Master Agreement, thereby terminating all Services. In either case, the withdrawal must be communicated to Agile by sending a written notice via certified email (PEC) to agiletelecom@pec.it, no later than ten (10) days from receipt of the amendment notice. Failure to exercise the right of withdrawal within the specified timeframe shall constitute final and full acceptance of the amendments. Any withdrawal communicated after the deadline shall be deemed a termination of the individual Service and/or, as applicable, of all Services effective as of the next contractual expiry date of the affected Service (in the case of scenario (i) above), or of the Master Agreement (in the case of scenario (ii) above). In such case, the Client shall remain liable for payment of all fees due up to the relevant expiry date.

INTELLECTUAL PROPERTY RIGHTS

The Client acknowledges and agrees that Agile owns all rights, title, and interest in and to all intellectual property associated with the performance of the Services, including, but not limited to, the Agile website, brand, content, as well as any source code and object code. Nothing in this Master Agreement shall be construed as granting any license or transferring ownership of any intellectual property rights, trademarks, patents, designs, or models owned by either Party to the other.

Unless otherwise expressly agreed in writing by Agile, nothing in this Master Agreement shall grant the Client any right to use Agile’s trade names, trademarks, service marks, logos, domain names, or other brand identifiers.

“Agile Telecom” is a registered trademark. Unless expressly authorized in writing by Agile, the Client is prohibited from using, reproducing, modifying, registering, or otherwise exploiting the “Agile Telecom” trademark or any other distinctive sign attributable to Agile, in any form or manner, including in combination with other trademarks or signs. Any unauthorized use of the trademark shall constitute an infringement of Agile’s industrial property rights and will be prosecuted in accordance with applicable law.

FORCE MAJEURE

Agile shall not be held liable in any way for any failure to perform its obligations under this Master Agreement resulting from causes beyond its reasonable control or from force majeure or unforeseeable events, including, but not limited to, civil unrest, acts of terrorism or war, health emergencies and pandemics, strikes, riots, tornadoes, hurricanes, floods, fires, landslides, shortages of hardware components, actions or policies of third-party suppliers preventing the provision of the Services, or unforeseen regulatory changes rendering performance unlawful or excessively burdensome. Furthermore, Agile shall not be liable for any malfunctioning of the Services or for any impossibility or difficulty in performing ancillary services caused by failures attributable to providers of telephone, electricity, or global or national network services, including but not limited to breakdowns, overloads, outages, etc. In the event of a service interruption due to a force majeure event, Agile shall promptly notify the Client, as well as inform the Client once the event has ceased. If the force majeure event lasts for more than three (3) months, either Party shall have the right to terminate this Master Agreement by giving written notice via registered mail with return receipt or certified email (PEC), with at least fifteen (15) days’ notice prior to the effective date of termination.

SERVICE SUSPENSION

Agile may suspend the provision of the Services for the time necessary to resolve any issues in the event of temporary power outages and/or hardware failures. Agile shall also have the right to suspend the Services in the event of suspected fraudulent or unauthorized use, or if the Services are used in a manner that is inconsistent with contractual or legal obligations, as well as in any other circumstances specified in the Annexes.

It is understood that, in the event of a service suspension, Agile shall undertake all necessary actions to restore the Services as quickly as possible, unless the suspension is due to suspected fraudulent use, in which case the Services shall only be restored once the cause of the suspension has been fully resolved.

TAXES

All tax charges arising from this Master Agreement, including any registration taxes, stamp duties, or other indirect taxes, shall be borne by the Party legally required to pay them. Each Party shall remain responsible for paying its own direct taxes related to the compensation received under this Agreement.

ASSIGNMENT OF THE AGREEMENT

Assignment by Agile. Agile shall have the right to assign or otherwise transfer to third parties, in whole or in part, the rights and obligations set forth in this Master Agreement and its Annexes.

Assignment by the Client. The Client may assign or otherwise transfer its rights and obligations under this Master Agreement only with Agile’s prior written consent, to be requested via certified email (PEC) sent to agiletelecom@pec.it. Agile may require the completion of additional documentation in order to authorize the assignment of the Master Agreement. In any case, in accordance with Article 1408 of the Italian Civil Code, Agile hereby declares that it does not release the assigning Client from its obligations and retains the right to take action against the assignor in the event the assignee fails to fulfill the obligations undertaken. Should the Client fail to comply with the obligations set out in this clause, Agile shall have the right to terminate the Master Agreement with immediate effect, without any obligation to refund amounts for unused Service periods.

BETA

If the Client receives access to the Services, or to certain features of the Services, in an alpha, beta, or early access version (collectively, the “Beta”), such access shall be granted solely for the Client’s internal evaluation purposes, during the period indicated by Agile (or, if no period is indicated, for a maximum of 90 days). Participation in the Beta is optional and either Party may discontinue the use of the Beta at any time, with or without cause. The Beta may be non-operational, incomplete, or contain features that Agile may never release in a final version. Information regarding the features and performance of the Beta constitutes Agile’s Confidential Information.

Subject to the terms of this Master Agreement, Agile grants the Client a non-exclusive, revocable, non-transferable, and non-sublicensable license to use the Beta solely for internal testing and evaluation purposes, in accordance with any technical documentation provided. The Beta is not subject to the “Service Levels” described in this Master Agreement and/or its Annexes.

Notwithstanding any provision to the contrary in this Master Agreement, Agile provides no warranties with respect to the Beta, nor any form of support or indemnity; the Beta and any accompanying documentation are provided “as is” and are still under testing and development. To the maximum extent permitted by applicable law, Agile disclaims all express or implied warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, satisfactory quality, or non-infringement.

The Client is encouraged to adopt appropriate safeguards to protect its data, to exercise caution, and not to rely on the correct operation of the Beta or on any documentation that may be provided.

TRIAL

Agile may offer free trial periods of the Services to new Clients. Such trial is intended solely for the purpose of testing functionalities and may be subject to limitations regarding specific features, content publication, or the ability to send campaigns to real recipients. Each Client may only benefit from one trial period.

AGGREGATED DATA

As agreed between the Parties, Agile retains all rights to use statistical information, data, and related analyses in aggregated form, derived from its Clients’ use of the Services, including the AI Assistant. Such aggregated data, where possible and at Agile’s full discretion, shall not include Personal Data. The Client expressly authorizes Agile to use such aggregated data for the purpose of improving the functionality of the Services and the AI Assistant, or for publishing statistical information, always in aggregated form.

FEEDBACK

The Client may, either voluntarily or upon Agile’s request, provide comments, suggestions, improvement proposals, or other input in relation to the Services (“Feedback”). The Client hereby grants Agile a perpetual, irrevocable, non-exclusive, transferable, sublicensable, worldwide, royalty-free license to use, reproduce, modify, distribute, publicly perform, display, and otherwise exploit the Feedback in any form and for any purpose related to the development, improvement, or promotion of the Services or the creation of new features or offerings.

The Client acknowledges that this license is granted free of charge and expressly waives any present or future economic claims in connection with the use of their Feedback. Nothing in this Agreement obliges Agile to use or implement any Feedback received.

GOVERNING LAW AND JURISDICTION

This Master Agreement, including its Annexes, shall be governed by and construed in accordance with Italian law.

Any disputes relating to the interpretation, validity, effectiveness, or performance of this Master Agreement, including its Annexes, which are not first referred to the Italian Communications Authority (AGCom) pursuant to Article 26 of Legislative Decree no. 259/2003, shall be submitted to a mandatory mediation attempt, in accordance with Article 5, paragraph 1-bis, of Legislative Decree no. 28 of March 4, 2010.

Should the mediation attempt fail, the dispute shall fall under the exclusive jurisdiction of the Court of Modena, to the exclusion of any other alternative or concurrent forum.

MISCELLANEOUS

25.1. This Master Agreement, including all Annexes and any linked documents referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, or arrangements, whether written or oral, relating to the same subject.

The headings in this Master Agreement and/or its Annexes are for convenience only and shall not be used to interpret, limit, or restrict the meaning or interpretation of any term of this Agreement or its Annexes.

The fact that either Party may tolerate or fail to promptly enforce any of the rights granted by one or more provisions of this Master Agreement shall not be construed as a general or implied waiver of such rights, nor shall it prevent that Party from subsequently requiring full and strict compliance with any and all provisions of this Agreement.

Without prejudice to Article 1419 of the Italian Civil Code, if one or more provisions of this Master Agreement is found to be invalid or unenforceable under applicable law or by a decision of a competent court or arbitral tribunal, the validity and enforceability of the remaining provisions shall not be affected, unless the invalid clause constituted a decisive reason for entering into this Agreement or, more generally, unless the enforceability of the Agreement is thereby compromised in achieving its intended purpose.

Explicit Acknowledgment of Clauses under Articles 1341 and 1342 of the Italian Civil Code

The Client expressly declares, pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, to have read carefully and to specifically accept the following clauses

of this Master Agreement: Art. 6 (Express Termination Clause); Art. 11 (APIs and Third-Party Services – Limitation of Liability and Suspension); Art. 12 (Agile’s Warranties and Liability – Limitation of Liability); Art. 13 (Notices and Contact Points – Electronic Communications); Art. 14 (Amendments); Art. 17 (Service Suspension); Art. 19 (Assignment – Restriction on Assignment); Arts. 20.1 and 20.2 (Beta – Limitation of Liability); Art. 24 (Governing Law and Jurisdiction);

of Annex A: Arts. 2.3 (Provision of Business Messaging via Alias); 2.4 (Liquidated Damages Clause); 4 (Database); 6.3 (Recipient Consent – Termination); 3.4 (Pricing and Payment Terms – Changes); 3.5 (Pricing and Payment Terms – Termination and Suspension); 4 (Term, Termination, and Withdrawal); 7 (Service Level Agreement and Support); 8 (Client Warranties and Liability);

of Annex B: Arts. 3 (Intellectual Property Rights); 5 (Liability); 6 (Fees and Payment);

of Annex C: Arts. 2.3 (No Informational Obligation for Changes); 4.1 (Commencement, Duration, and Termination – Withdrawal Penalties); 4.3 (Non-Payment or Delayed Payment – Waiver of Defense of Non-Performance); 6.14 (Limitation of Liability on Outputs); 7.3 (Limitation of Liability for Non-Performance);

of Annex D: Art. 11.4 (Right to Object to Sub-Processor Changes via Withdrawal Option Granted to Agile); Art. 15.1 (Jurisdiction Clause).

ANNEX A – SPECIAL TERMS FOR THE SMS GATEWAY SERVICE

This Annex A governs the activation, provision, and use of the SMS Service (as defined below) as referred to in the Master Agreement, and forms an integral and substantive part thereof.

The provisions of this Annex A apply exclusively where the Client has activated the SMS Service, and only for the duration of its provision.

The SMS Service allows the Client to send SMS messages to End Users via the gateway provided by Agile, according to the technical, operational, and commercial terms described below.

DEFINITIONS

For the purposes of this Annex A, in addition to the definitions set out in the Master Agreement, the following specific definitions apply in relation to the SMS Service. These definitions apply exclusively within the scope of this Annex and supplement—without replacing—those provided in the main body of the Master Agreement. Additional terms not already defined herein may be explicitly defined in the body of this Annex A, in which case they shall carry the meaning attributed to them in the relevant context.

A) “Alias”: has the meaning set out in Art. 2.2 of this Annex A.

B) “Alias Register”: has the meaning set out in Art. 2.3 of this Annex A.

C) “Package” or “Rate Plan”: has the meaning set out in Art. 3.1 of this Annex A.

D) “SMS” and/or “Messages”: means short messages, including personalized or specialized content, or other information, with a maximum length of 160 characters, sent directly to mobile phones and terminals (including pagers or other GSM 03.40-compliant devices) using the Service.

SUBJECT MATTER

Under the terms and conditions set forth herein, Agile undertakes to provide the Client with access to its gateway for the transmission of SMS messages addressed to End Users (the “SMS Service”).

The Client may send—or, if it is not a messaging or SMS transit service provider, request that Agile sends—purchased SMS messages using an alphanumeric code of up to 11 characters as the sender ID, instead of the numeric identifier normally used for SMS transmission (the “Alias”), in accordance with the relevant laws and regulations governing the use of Aliases, particularly those issued by AGCom.

The Parties expressly acknowledge their mutual commitment to ensure that SMS messages are sent using Aliases that have been duly registered in the official register managed by AGCom (the “Alias Register”) by the Client, Agile, or another duly authorized party under applicable laws, including those regarding intellectual property rights. Where the Client is not in a position to register the Alias independently and requests Agile to do so:(i) the confirmation by Agile of the completed registration shall constitute a condition precedent for using the requested Alias in SMS transmissions; (ii) the Client shall provide Agile with all required information and documentation for each Alias to be registered, as mandated by applicable Alias regulations (e.g. identification documents for the requesting individual and contact information including a certified email address/PEC). The Client undertakes to provide only accurate, truthful, and up-to-date information and acknowledges that such information may be made publicly available where required for regulatory compliance. Under no circumstances may the Client assign Aliases to third parties, unless expressly permitted under applicable law, nor may it use or request Aliases that reference public institutions or their acronyms—these are strictly reserved—or that may otherwise infringe legal provisions or third-party rights.

If AGCom notifies either Party of non-compliance with Alias regulations in connection with the provision of the SMS Service—particularly for failure to comply with Article 2.3 above—the Client agrees to promptly comply with any orders or warnings issued by AGCom. In the event of failure or delay, the Client shall pay Agile a daily penalty equal to the greater of: 50% of the average consideration paid to Agile in the previous 12 months, or €250 per day, for each violation regarding the registration of Aliases, and shall fully reimburse Agile for any related fines imposed by AGCom.

If an Alias is not registered or its registration is not confirmed in the Alias Register, SMS messages may still be transmitted using the Service; however, the Alias will be replaced by a numeric sender ID.

The Parties acknowledge that, under and within the limits of this Annex A, the Client shall draft and/or submit to Agile, under its sole responsibility, the content of the Messages sent via the Service and shall process End User data in its capacity as data controller or, if applicable, data processor.

The Client acknowledges that Agile strictly prohibits the sending of the following types of messages: (a) obscene and/or child pornography-related messages; (b) offensive content or content contrary to morality; (c) content violating public order; (d) messages infringing third-party rights; (e) content involving copyrighted material (e.g., images, videos, books, publications, or parts thereof); (f) illegally held content (e.g., pirated software, unauthorized copies, files or programs of any kind); (g) messages promoting violence or hate; (h) promotions of illegal goods or services in the country of origin or destination of the communication or under Italian law; (i) content introducing viruses, trojans, or other malicious software; (j) any other content considered, at Agile’s sole discretion, to be in breach of applicable laws, public order, or decency.

FEES AND PAYMENT TERMS

To send SMS messages, the Client must first purchase a package, priced in euros (the “Package” and the “Rate Plan”), which is visible upon registration and login to the Client Area at http://account.agiletelecom.com/user.

For each SMS sent, the Client shall pay a unit price as indicated at the same address.

Once the pre-purchased Package is exhausted, no further SMS messages may be sent unless a new purchase is made, unless the Parties have previously agreed on a credit limit.

The Client acknowledges and agrees that the price per SMS may be subject to change. Any price change will be notified by Agile to the Client via email. Such changes shall become effective immediately upon the official email communication.

The Client agrees to pay the fees due for the SMS Service in the manner and timing set out in the "Online" order if the purchase is made remotely via the E-commerce website. If the Client fails to make the payment according to the specified terms, Agile may, at its sole discretion and at any time, suspend the provision of the SMS Service if the Client does not remedy the breach within fifteen (15) calendar days of receiving notice, delivered in accordance with Article 13 of the Master Agreement. If payment is still not received after such 15-day period, Agile may also terminate the Master Agreement under Article 6 thereof, without prejudice to its right to demand full payment and claim compensation for damages.

TERM, TERMINATION, AND WITHDRAWAL

The purchased SMS Package shall be valid for twelve (12) months from the date of the most recent purchase. At the end of this 12-month period, after notice to the Client, any unused credit will be cancelled and retained by Agile without the possibility of reimbursement or refund; at the same time, all related data stored by Agile will be deleted permanently and irreversibly.

The Client acknowledges that no right of withdrawal shall apply.

DATABASE

The database of message recipients remains the exclusive property of the Client, who shall act as the independent Data Controller or, where applicable, as the Data Processor. Agile undertakes not to use such data except as necessary for the performance of the Master Agreement and this Annex A.

In particular, Agile shall refrain from: a) transferring or making the database available to third parties, in whole or in part, whether temporarily or permanently; b) using the database in any manner other than for statistical purposes or to improve the SMS Service; c) retaining a copy of the database, except for temporary copies required for the operation of the SMS Service, in compliance with applicable laws and any express requests by the Client.

RECIPIENTS’ PERSONAL DATA AND USE OF THE SERVICE

The Client acknowledges that the processing of Personal Data of message recipients must be based on a valid legal basis, depending on the purpose pursued as Data Controller. Accordingly, the Client represents and warrants that recipients’ Personal Data are processed for lawful purposes and on appropriate legal grounds, in full compliance with the applicable data protection laws.

The Client is expressly prohibited from using the SMS Service for unlawful purposes or for sending unsolicited messages (so-called “spam”), such as advertising, direct marketing, market research, or commercial communication, as defined under Article 130 of Legislative Decree 196/2003, or for contacting recipients with whom there is no existing relationship.

In the event of any violation—even a single instance—of the essential obligations set forth in this Annex A, Agile shall have the right to immediately suspend the SMS Service in accordance with Article 17 of the Master Agreement and may also terminate the Master Agreement under Article 6, without prejudice to its right to claim damages.

SERVICE LEVEL AGREEMENT AND SUPPORT

Agile will deliver the Messages to End Users’ mobile terminals as quickly as commercially possible once the devices are available to receive them. However, due to factors beyond Agile’s control, delivery times and final receipt on mobile devices are not guaranteed. If the Messages cannot be delivered, they will be stored for up to 48 hours and deleted thereafter.

Agile provides customer support via: a) telephone; b) email, by submitting support tickets to . Upon ticket submission, Agile’s support team will make every effort to respond in a timely manner.

Regarding network coverage, Agile maintains an up-to-date list of supported mobile operators, which may be modified (additions or removals) as necessary. While Agile strives to ensure coverage with the widest possible range of mobile operators, it makes no guarantees or commitments that any specific operator will remain reachable in the future. The current list is available upon request.

CLIENT WARRANTIES AND LIABILITY

The Client shall be solely responsible for the content of the Messages (including any applicable advertising content), the information conveyed through them, as well as the scheduling and overall management of all Messages. Accordingly, Agile assumes no liability whatsoever in relation to the foregoing. The Client undertakes to ensure that the content of the Messages complies with applicable laws and regulations, reflects the expectations of the End Users, and does not damage the reputation or image of Agile. To this end, the Client shall act diligently to avoid any risk of confusion between itself, Agile, and mobile operators. The Client agrees to indemnify and hold harmless Agile from and against any and all damages, losses, liabilities, costs, charges, and expenses (including legal fees and expenses) incurred or claimed from Agile, which would not have arisen had: (i) the Client fulfilled the obligations under this Annex and the Master Agreement; and (ii) the representations and warranties provided by the Client upon execution of the Master Agreement been true, accurate, complete, and not misleading. The Client further agrees to indemnify and hold harmless Agile from and against any damages, losses, liabilities, costs, charges, and expenses (including legal fees and expenses), in connection with the transmission of any information contained in the Client's Messages, including claims for damages or regulatory fines imposed by third parties for any reason, without prejudice to Article 2.3 above.

The Client shall compensate Agile for all losses, claims, costs, expenses, and liabilities that Agile may incur due to the content of any Message or the use of Agile’s services by the Client for any unlawful or offensive purpose.

REFERENCE CLAUSE

For all matters not expressly governed by this Annex A, the general terms and conditions set forth in the Master Agreement shall apply.

ANNEX B – SPECIAL TERMS FOR ADDITIONAL CHANNELS (CROSS-PLATFORM SERVICE)

This Annex B governs the activation, provision, and use of Additional Channels, as defined in the Master Agreement, and forms an integral and substantive part thereof. Where compatible and not otherwise regulated by this Annex B, the provisions of Annex A shall apply.

These terms apply exclusively where the Client activates Additional Channels, and only for the duration of such activation.

Specifically, through the Cross-Platform Service, Agile offers Clients the possibility to send digital communications (“Communications”) through messaging protocols that also allow for recipient-side delivery via pre-installed messaging apps such as SMS or MMS on commonly used mobile devices (e.g., Google’s RBM or Apple Messages), or via dedicated apps (e.g., WhatsApp Business Solution, Telegram, etc.) (collectively, “Additional Channels”).

ACTIVATION OF ADDITIONAL CHANNELS

For each Additional Channel that the Client wishes to activate, Agile will manage the onboarding process with the relevant platform used as the Additional Channel within the Cross-Platform Service, and will provide technical support to configure the Additional Channel for the Client.

The onboarding process shall be initiated upon written request by email from the Client and Agile’s confirmation of the availability and suitability of the Additional Channels requested.

The Client agrees to provide all necessary data as requested by Agile from time to time, ensuring such data is accurate, truthful, and up to date, and to promptly communicate any changes, no later than twenty (20) calendar days from their occurrence. Should the Client fail to provide the minimum data necessary for activation, Agile reserves the right not to proceed with activation.

For sender identification purposes, and by way of exception to Articles 2.2 to 2.5 of Annex A, the sender's name and/or distinctive signs (including trademarks) may be used, provided that their legitimate ownership is demonstrated by supporting documentation and such use does not infringe third-party intellectual property rights. Agile reserves the right to take appropriate action in the event of verified IP violations. The Client agrees to fully indemnify Agile from any third-party claims regarding intellectual property infringement, misuse of names or marks, or any other rights asserted against Agile. Any sender verification and approval mechanisms (e.g., approved badges) are governed solely by the relevant third-party provider’s terms and conditions.

Agile will conduct testing to verify the correct functioning of the Additional Channel for message delivery, handling of replies and user reactions, and tracking delivery and reachability metrics. Upon successful testing, Agile will confirm activation to the Client.

The Client undertakes to ensure, at its own cost and with reasonable technical support from Agile, the proper configuration of its IT systems for onboarding completion and to maintain functionality for sending Communications, receiving user responses, and transmitting any further replies.

The Client expressly acknowledges and accepts that the use of the Cross-Platform Service and any Additional Channel made available by Agile is subject to the contractual terms and usage restrictions imposed by the relevant third-party provider. These include restrictions on Client- or user-provided content, as outlined in the terms available on the third-party providers’ websites and summarized on Agile’s website: https://agiletelecom.com/third-party-suppliers/.

The Client acknowledges that Agile strictly prohibits the sending of any of the following types of messages: (a) obscene and/or child pornography-related content; (b) offensive content or content contrary to public decency; (c) content that violates public order; (d) content that infringes third-party rights; (e) messages involving copyrighted material (e.g., images, videos, books, or other works or excerpts); (f) content involving illegally held materials (e.g., pirated software, unauthorized copies, files or programs of any kind); (g) content inciting violence or hatred; (h) content promoting the sale of goods or services that are illegal in the country of origin or destination, or under Italian law; (i) messages containing viruses, trojans, or other harmful software; (j) any content deemed, at Agile’s sole discretion, to violate applicable laws or be offensive to public order or decency.

USE OF THE CROSS-PLATFORM SERVICE

Through the Cross-Platform Service, Agile shall send the Communications requested by the Client via one or more of the Additional Channels, subject to successful completion of the onboarding process and activation of the relevant Additional Channel, as described in Article 1 above. The geographical coverage of the Cross-Platform Service will depend on the actual coverage provided by the individual third-party provider of the Additional Channel.

Notwithstanding the provisions of Article 12.3 of the Master Agreement, in the event that the End User is unreachable, the Client may, already during the configuration phase of the Additional Channel, request Agile to: (i) attempt one or more redeliveries of the Communication via the Additional Channel; (ii) withdraw the Communication; or (iii) send the Communication via the SMS route, in accordance with Annex A and the Master Agreement. It is understood that, in such a case, the End User will receive only the text component of the Communication, and any graphical, audiovisual, or interactive content included in the Communication will not be delivered. Agile shall have no obligation or liability of any kind in relation to such exclusions.

Where technically feasible, Agile shall provide the Client with a traffic monitoring tool for Communications sent via the Cross-Platform Service, differentiated by each successfully activated Additional Channel. This tool will allow the Client to collect information regarding: (i) the actual delivery of the Communications; (ii) any responses or reactions from End Users; and/or (iii) indicators regarding the reachability of the End User for the purpose of receiving Communications.

Agile shall not be held liable for the accuracy or timeliness of the data referred to in Article 2.3 above, as such data is made available to Agile by the third-party provider of the Additional Channel and then passed on by Agile to the Client.

INTELLECTUAL PROPERTY RIGHTS

The Client represents and warrants that: (i) it holds the intellectual property rights related to all images—of any type and nature—audio-visual content, buttons, and graphic elements in general, suggested action prompts, any other textual data, as well as functionalities related to calendar event creation or call initiation, which may be part of the Communications sent via the Cross-Platform Service (“Content”); and that it holds the rights for any identifying elements (whether functional or not) used to identify the sender of the Communication or any other subject, including any URLs and email addresses used for that purpose; (ii) the use of such Content and any other distinctive sign included in the Communications does not infringe upon any third-party rights.

DATA PROTECTION

The personal data processing activities carried out by Agile in connection with the Cross-Platform Service shall be governed by Article 10 of the Master Agreement and the Data Processing Agreement (DPA) in Annex D, as further supplemented by the provisions below.

In delivering the Cross-Platform Service, personal data controlled by the Client may be processed—not only by Agile—but also by third parties through whom Agile enables the use of the Additional Channels. Depending on the specific app and/or messaging protocols used, such third parties may qualify as independent data controllers (e.g., in the case of Google’s RBM services). In such cases, Agile refers the Client to the applicable privacy policies of those third-party providers for further information.

LIABILITY

The design, creation, and transmission of the Content is the sole responsibility of the Client. Agile will not modify the Content and/or any information transmitted within the Communications (and therefore the integrity of such content will not be altered in any way by Agile’s purely technical and automated operations). Furthermore, Agile shall comply with the Client’s access and update instructions regarding the Content and/or such information, and will use any related usage data solely for the purposes and duration necessary to provide the Cross-Platform Service. Accordingly, the Client undertakes to indemnify and hold Agile harmless from and against any and all damages, losses, liabilities, costs, charges, and expenses—including any fees and legal costs—that may be incurred or charged to Agile, or in respect of which Agile may receive a claim for payment, in any case arising from or related to the Content and/or the Communications, including claims or penalties imposed by third parties for any reason.

The Client further releases Agile from any liability arising from interactions between End Users and any virtual “agents” that may be configured via the Cross-Platform Service, as well as any exchanges or conversations initiated based on such Content and/or Communication.

FEES AND PAYMENT

The applicable fees for the use of the Cross-Platform Service shall be those communicated from time to time by Agile to the Client via email or through messages posted in the Client’s reserved area on Agile’s website. Each price communication shall apply only after the date of such notification and shall be deemed tacitly accepted by the Client if the Client continues to use the relevant Additional Channel following the notification.

RESALE RESTRICTION

Any resale of the Cross-Platform Service or use of the Additional Channels by the Client is strictly prohibited, unless otherwise agreed in writing between Agile and the Client.

REFERENCE CLAUSE

For all matters not expressly governed by this Annex B, the general terms set forth in Annex A and in the Master Agreement shall apply. All references therein to “Messages” and the “Service” shall be deemed to include, respectively, “Communications” and the “Cross-Platform Service”.

ANNEX C – SPECIAL TERMS FOR THE AI ASSISTANT SERVICE

This Annex C governs the activation, provision, and use of the AI Assistant Service as defined in the Master Agreement and forms an integral and substantive part thereof.

The provisions of this Annex C apply exclusively in the event the Client activates the AI Assistant Service and solely for the duration of its provision.

Specifically, the AI Assistant is a marketing support technology developed by Agile that leverages non-proprietary open-source artificial intelligence (AI) models to generate personalized social media content and manage multichannel business communications.

The AI Assistant is accessible online in “Software as a Service” (SaaS) mode through a dedicated section of the Client Area available on Agile’s website. It enables users to independently manage their marketing campaigns and online communications through various social and messaging channels (such as RCS, SMS, etc.), using suggestions based on personalized content generated from information provided by the Client during Service setup.

DEFINITIONS

For the purposes of this Annex C, the following terms shall have the meanings set forth below:

“Client Data”: refers to the contact details of communication recipients, data from the Client’s social media accounts connected to the Service, and any inputs submitted to the AI Assistant for content generation.

“AI Assistant”: in addition to the definition in the Master Agreement, refers to the service provided by Agile, consisting of a software platform that includes a marketing assistant powered by non-proprietary open-source AI models, designed to generate personalized social media content and manage multichannel business communications, and made available within the Client Area.

“Agile Telecom Materials”: any documentation or materials provided by Agile describing the functionality of the AI Assistant, including technical documentation, manuals, or any other materials created and/or provided by Agile.

LICENSE AND USE OF THE AI ASSISTANT

Agile, in accordance with the terms and conditions of this Annex and the Master Agreement, agrees to provide the Client with a limited, non-exclusive, and revocable license to access and use the AI Assistant, in accordance with the Agile Telecom Materials, technical documentation, and specifications provided by Agile from time to time. The Client undertakes to comply with Agile’s usage instructions and policies, as well as those of the providers of the communication channels activated by the Client, and ensures full compliance with all applicable laws, regulations, authority rulings, and self-regulatory codes in force on social media platforms, in both the origin and destination countries of the content or as adopted by Agile. The Client acknowledges and agrees that it will use and operate the AI Assistant independently and under its sole responsibility, and that Agile shall bear no liability whatsoever for any content generated through the AI Assistant, as governed and limited by this Annex.

Agile reserves the right, at its sole discretion, to make changes to the Service or the Agile Telecom Materials at any time if deemed necessary or useful in order to: a) maintain or improve: (i) the quality or delivery of its services to clients; (ii) the competitiveness or market positioning of its services; or (iii) cost-efficiency or service performance; or b) comply with applicable laws.

The Client acknowledges and agrees that Agile may, without prior notice, modify or discontinue specific services and/or functionalities of the AI Assistant. Accordingly, the Client accepts that Agile does not guarantee continued access to or provision of any particular feature of the AI Assistant. Nonetheless, Agile will use reasonable commercial efforts to notify the Client in advance of any substantial changes that would significantly impact the overall level and quality of the Service.

Throughout the term of the Service, the Client agrees to maintain its systems in good working order in accordance with Agile’s specifications, ensure Agile has necessary access to enable proper operation of the AI Assistant, and actively cooperate to support Service delivery. Agile shall not be held liable for delays or failures caused by omissions on the part of the Client. In the event of any actual or threatened prohibited activity, the Client must act promptly to stop it, prevent unauthorized access, and notify Agile without undue delay.

The Client acknowledges and agrees that certain AI Assistant functionalities require access to the Client’s active social media accounts, which the Client declares it owns and has valid access credentials for.

The Client agrees not to access, nor allow others to access or use, the AI Assistant or the related materials provided by Agile, except as expressly permitted under the Master Agreement, this Annex, and Agile’s policies or instructions, as may be updated from time to time.

Subject to this Annex, Agile commits to making the AI Assistant Available at least 99.0% of the time, calculated on an annual basis during the term of the Service (each calendar month being a “Service Period”), excluding Trial and Beta periods (as defined below), and periods of unavailability due to the Exclusions listed in Section 1.7.2 (the “Availability Guarantee”).

“Available” or “Availability” means that the AI Assistant is accessible and usable by the Client and operates substantially in accordance with Agile’s technical documentation and specifications.

For the purpose of calculating the Availability Guarantee, the following events shall not be considered unavailability events (“Exclusions”), and the AI Assistant shall not be deemed Unavailable when the inability to meet the Availability Guarantee or access the AI Assistant is caused, in whole or in part, by: a) acts or omissions of the Client, or use of the Client’s login credentials in breach of this Annex and/or the Master Agreement; b) malfunctions or errors attributable to the Client; c) the Client’s internet connectivity; d) Force Majeure events; e) failures, outages, or issues related to software, hardware, systems, networks, infrastructure, or other components not provided by Agile under this Annex or the Master Agreement; f) scheduled downtime or maintenance periods (“Scheduled Maintenance”); g) deactivation, suspension, or termination of the Service or any other service under the Annexes of the Master Agreement.

Agile agrees to use commercially reasonable efforts to provide at least two (2) days' prior notice for any scheduled downtime of the AI Assistant.

Agile will provide the Client with standard technical support services (“Support Services”) in accordance with Agile’s best practices, via support ticket submission at help@agiletelecom.com or through the contact form available at: https://agiletelecom.com/contact-us/#contact-form .

The Client is solely responsible for backing up its Client Data. Agile assumes no obligation or liability for any loss, alteration, destruction, damage, corruption, or recovery of Client Data. Agile does not retain any copies of Client Data beyond the Service Expiration Date (as defined in Article 4.1 of this Annex) or following termination of the Master Agreement for any reason.

OWNERSHIP AND TRADEMARKS; THIRD-PARTY LICENSORS

Agile is the sole and exclusive owner of all rights and interests in the AI Assistant, including all related intellectual property rights and any resulting developments. "AI Assistant" is a registered trademark.

The Client acknowledges and agrees that, depending on the subscription plan purchased, Agile may include a watermark containing the Agile AI logo with a link to one of Agile’s websites.

ECONOMIC TERMS AND CONTRACT DURATION

The term of the Service begins on the activation or renewal date. The activation date corresponds to the date the Client gains access to the AI Assistant via the Client Area and coincides with acceptance of the Master Agreement. The Service will have the duration indicated in the subscription plan selected by the Client and shall automatically renew for the same duration at each expiration date. Either Party may terminate the Service at its scheduled expiration. Termination must be communicated: by the Client, via certified email (PEC) to agiletelecom@pec.it; by Agile, via PEC to the Client’s registered PEC address or by email to the address indicated at registration or used for administrative communications (e.g., billing). If the termination notice is not sent within the required deadline, it will be considered invalid, and the Client shall be required to pay the full subscription fee for the next term, regardless of usage, due to the AI Assistant being made available. If the Client terminates the Service before the end of the current term, such termination will take effect on the next scheduled renewal date (“Expiration Date”). Agile reserves the right to block, suspend, or reject the sending of communications or marketing campaigns initiated using the AI Assistant, via SMS or Additional Channels, if such sending continues beyond the Expiration Date or if there are violations of the terms under the applicable Annexes of the Master Agreement.

In exchange for the provision and use of the AI Assistant, the Client agrees to pay a subscription fee according to the timing and methods indicated by Agile, except for use during any applicable Trial period or Free version, for which no fee is due. In addition, the Client agrees to pay applicable fees for each SMS and/or message sent via Additional Channels, in accordance with the pricing list in force at the time and the terms set out in the corresponding Annexes of the Master Agreement or in any personalized offers. Where payment is made in a currency other than Euro (€), the fee will be calculated based on the official exchange rate on the day prior to the invoice date. Payment must be made via one of the payment methods accepted by Agile, subject to successful completion.

If the Client fails to pay the subscription fee as agreed, Agile may, at its sole discretion and at any time, disable access to the AI Assistant and send notice to the Client regarding the late payment. If payment is not received within ten (10) calendar days, Agile will be entitled to terminate the contract by operation of law pursuant to Article 6 of the Master Agreement and to suspend all related Services. Termination does not waive Agile’s right to collect any outstanding amounts, which remain fully payable. The Client may not delay or suspend any payment obligations under this Annex or the Master Agreement, even in the event of pending disputes. In derogation of Article 1460 of the Italian Civil Code, the Client may assert any claims only through a separate proceeding and only after full payment of all due fees. In the case of credit card or PayPal payments, recurring billing will be activated, authorizing automatic charges upon renewal, unless the Client cancels such renewal in compliance with the notice terms under Article 4.1. If a recurring payment fails (e.g., expired card, insufficient funds), Agile may proceed as described above, including termination of the Service and/or Master Agreement.

Agile reserves the right to update the recurring subscription fees for the AI Assistant by giving at least fifteen (15) days’ notice to the Client. In this case, the Client may exercise the right to withdraw from the AI Assistant Service before the new fees take effect. Agile also reserves the right to modify usage limits for free features of the AI Assistant. With respect to Trial and Free versions—where no fee is charged under Article 4.2—Agile may change their duration, included features, or usage limits by following the same procedure described in this Article 4.4. Failure to withdraw shall be considered acceptance of the changes and/or new fees, regardless of whether the Client uses the AI Assistant. Agile may also change fees related to the SMS Gateway and Cross-Platform Services with 24 hours’ notice and in accordance with the relevant Annexes, without giving rise to any Client right of withdrawal or termination of the Master Agreement.

SMS AND ADDITIONAL CHANNELS

For the use of the SMS messaging channel in connection with the AI Assistant, the terms and conditions set out in Annex A shall apply.

For the use of RCS, WhatsApp, Telegram, and/or other channels made available from time to time and configured by the Client and linked to the AI Assistant, the terms and conditions of Annex B shall apply.

USE OF ARTIFICIAL INTELLIGENCE FEATURES

The AI Assistant is a virtual assistant based on open-source Large Language Models (LLMs), adapted to create and generate content and images to enhance the quality and consistency of business communications via traditional messaging channels (SMS), Additional Messaging Channels such as RCS, WhatsApp, Telegram, and/or other available channels, as well as the Client's active social media profiles.

The Client acknowledges and agrees that the AI Assistant integrates software components and AI models distributed under open-source licenses (including, but not limited to, models released under MIT, Apache 2.0, and CreativeML Open RAIL++-M licenses). An up-to-date list of such components is available upon request. Agile ensures the use of these components in compliance with their respective licenses and clarifies that the commercial availability of the Service does not imply any sublicensing or waiver of the original license terms, which remain enforceable by law.

During the Client onboarding phase, the AI Assistant collects basic information via an automated interview, necessary to configure and personalize the AI Assistant according to the Client’s needs and to offer suggestions and content aligned with the Client's target market.

In addition to the commitments set out in art. 2.6 (AI Assistant Use Policy), the Client agrees not to use the Service, nor the content generated through it, for purposes incompatible with the Master Agreement and/or in violation of the usage restrictions imposed by the open-source licenses of the models used. In particular, the Client shall not:

misleading third parties into believing that content generated by the AI Assistant was created by a human (e.g., by failing to include a watermark/label upon publication, thereby implying that the shared content was human-generated);

Provide medical advice or content related to treatment, diagnosis, or transmission of diseases;

Provide legal or financial advice;

Generate contracts or legally binding obligations;

Generate political content, including during electoral campaigns;

Remove or alter AI watermarks/labels, where applicable;

Publish deepfakes without disclosing their artificial nature;

Use prompts to generate unlawful content or content infringing third-party rights;

Generate source code;

Generate spam, ransomware, keyloggers, viruses, or other software;

Generate nudity, shocking or obscene content, or content that is defamatory, discriminatory, or violates fundamental human rights;

Generate or spread misinformation, or information to be used in legal proceedings or for legal purposes;

Implement fully automated decision-making processes.

Agile reserves the right to suspend or limit access to the Service in the event of prohibited use, without prejudice to contractual and legal remedies, including Agile’s right to unilaterally terminate the Master Agreement.

The Client, including on behalf of its employees or agents, is responsible for any text, image, or other content uploaded to or submitted through the AI Assistant (“Input”), as well as for any text, image, or other content generated by the AI Assistant based on the Client’s Input (“Output”).

The Client undertakes to ensure that the use of the AI Assistant, including Input and Output, complies with this Annex, the Master Agreement, Annex D (where applicable), and all applicable laws. If any content generated is suspected to be unlawful, the Client shall immediately notify Agile at: help@agiletelecom.com. Furthermore, the Client acknowledges that: (i) Inputs will not be treated as Confidential Information and should not contain any data or information that cannot be used or shared (e.g., personal data, third-party confidential information, or IP); (ii) Inputs must not include special categories of personal data (sensitive data), including but not limited to racial or ethnic origin, political opinions, religious or philosophical beliefs, union membership, health, sexual life or orientation; (iii) Outputs will not be treated as Confidential Information; (iv) Outputs, including texts, images, and other content, are generated automatically by AI models trained on third-party datasets, whose completeness, accuracy, or reliability Agile does not control; (v) Each Output must be manually reviewed by a human before being used, shared, or sent via SMS, message, or social media post.

The Client acknowledges that AI-generated outputs generally do not enjoy copyright protection. Notwithstanding the foregoing, the Client assigns to Agile all rights, title, and interest (including intellectual property rights, where applicable) in Inputs and Outputs. Agile retains all related rights and interests, as well as all rights in the AI Assistant. The Client is granted a non-exclusive license to use the Outputs (to the extent they are copyrightable), solely for lawful purposes and subject to compliance with this Annex and the Master Agreement, at their own risk.

The Client acknowledges that Outputs may not be unique per user, and the AI Assistant may generate the same or similar content for other users.

The Client remains responsible for verifying rights related to any human contributions or third-party trademarks included in prompts or Outputs.

Agile does not guarantee the availability of the AI Assistant in all geographic areas or at all times. Any downtime related to the AI Assistant shall not be considered for the Availability Guarantee calculation.

Without prejudice to any other provision of the Master Agreement or this Annex, Agile reserves the right, at its sole discretion, to modify the AI features under this Article 6, including reducing functionalities or changing usage limits. Agile shall use reasonable efforts to notify the Client in advance of material changes.

The Service, including Outputs, is provided “as-is” and “as-available,” with no express or implied warranties, including but not limited to accuracy, completeness, reliability, continuous availability, non-infringement, merchantability, or fitness for a particular purpose. The Client acknowledges that Outputs may reflect technical characteristics, biases, or limitations of the underlying open-source models and accepts such Outputs subject to the terms of the applicable licenses.

The Client agrees to verify, validate, and review Outputs before using, publishing, or sharing them. The Client bears sole responsibility for any consequences from using, relying on, or distributing inaccurate, unlawful, or harmful content.

Without prejudice to Article 7 of this Annex and mandatory legal limitations, Agile shall not be liable for any direct, indirect, consequential, special, punitive damages, or loss of profits arising from use or inability to use the Outputs, even if advised of the possibility of such damages.

Agile assumes no obligation to (i) update, retrain, correct, or improve the algorithms, models, or datasets underlying the Service, or (ii) monitor or remove biases, errors, or anomalies in the Outputs. Any updates or improvements remain entirely at Agile’s discretion.

REPRESENTATIONS, WARRANTIES, LIABILITY AND LIMITATIONS

7.1 Agile represents and warrants that: (i) it has taken all necessary corporate actions and has full power, authority and all rights required to enter into and perform under this Annex and to grant the licenses set forth herein, and that the execution and performance of the Master Agreement and the granting of the rights to the Client do not infringe upon or conflict with any third-party rights; and (ii) the AI Assistant and the related documentation are original works created by Agile.

The Client agrees to fully indemnify and hold harmless Agile from and against all damages, losses, liabilities, costs, charges and expenses, including any legal fees, that Agile may suffer, incur or be required to pay, and that would not have been suffered, incurred or requested if (i) the Client had complied with the obligations set forth under the Master Agreement and this Annex, and (ii) the representations and warranties provided by the Client upon entering into the Master Agreement and this Annex had been true, accurate, complete and not misleading. The Client also agrees to fully indemnify and hold harmless Agile from any damages, losses, liabilities, costs, charges and expenses, including any legal fees, that Agile may suffer, incur or be subject to as a result of information included in the Client’s messages, including in the event of compensation claims made by third parties or authorities for any reason.

The Client acknowledges that certain models or components integrated into the Service may have been made available by third parties without an explicit open-source license. In such cases, Agile Telecom relies on an industry-standard presumption of lawful availability, and no liability shall be attributed to Agile Telecom should the owners of such rights subsequently modify or withdraw those components.

ANNEX D – DATA PROCESSING AGREEMENT (DPA)

This Data Processing Agreement (including its annexes, hereinafter also referred to as the “Data Processing Agreement” or “DPA”) governs the relationship between Agile, in its capacity as Data Processor or, where applicable, Sub-Processor, and the Client, in its capacity as Data Controller or, where applicable, Data Processor. This Agreement is drafted pursuant to Article 28 of Regulation (EU) 2016/679 (“GDPR”), as interpreted by the European Data Protection Board in Opinion 14/2019, and supplements the Master Agreement.

This Data Processing Agreement applies to all processing of Personal Data carried out by Agile on behalf of the Client in the context of the provision of Services governed by the Master Agreement and its related Annexes, and becomes effective upon the activation of each Service involving the processing of data.

Unless otherwise provided herein, and to the extent they are compatible, the provisions of the Master Agreement and its related Annexes shall apply.

Preamble

This Data Processing Agreement reflects the parties’ agreement regarding the processing of the Client’s Personal Data, as governed by European and national legislation.

Definitions

All capitalized terms used in this Data Processing Agreement shall have the following meaning:

"Supervisory Authority" means a “supervisory authority” as defined under the GDPR.

"Agile" means the Processor or, as applicable, Sub-Processor, who processes personal data on behalf of the Client in the performance of the Master Agreement.

"Affiliate" means any legal entity, including within a corporate group, that directly or indirectly controls, is controlled by, or is under common control with a Party.

"Effective Date" means the Effective Date of the Master Agreement, provided that the provisions of this Data Processing Agreement apply to each Service as from its activation by the Client. Until the actual activation of a given Service, this Agreement shall not apply to that Service.

"Client Personal Data" means the personal data processed by Agile on behalf of the Client in the context of providing the Processor Services.

"Security Documentation" means the documentation made available by Agile regarding the Processor Services, as referenced in Appendix 2.

"Term" means the period between the Effective Date of this Data Processing Agreement and the end of Agile’s provision of all Services involving the processing of Personal Data on behalf of the Client, as governed by the Master Agreement and its Annexes. The DPA shall apply to each Service from its activation until the deletion of the Personal Data processed in connection with such Service, in accordance with contractual terms and applicable law.

"GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, repealing Directive 95/46/EC.

"Data Breach" means a breach of Agile’s security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the Client’s Personal Data on systems managed or otherwise controlled by Agile.

"Notification Email Address" means any email or physical address included in the Client’s account, including contacts associated with the account’s primary contact, billing contacts, account owner profile, or any other account-related contact.

"Additional Instructions" means the additional instructions reflecting the parties’ agreement on specific conditions governing the processing of certain data in relation to particular Processor Services.

"European and National Legislation" means the GDPR and the applicable EU legislation governing the processing of the Client’s Personal Data.

"Transfer Mechanisms" means a binding decision issued by the European Commission authorizing the transfer of personal data from the EEA to a third country whose legal system ensures an adequate level of data protection. Where such decision is absent or invalid, it refers to the Standard Contractual Clauses approved by the European Commission, and, where applicable, Binding Corporate Rules (BCRs).

"Security Measures" means the measures described in Section 7.1.1 (Security Measures on Agile's Systems).

"EEA" means the European Economic Area.

"Processor Services" means the Services provided under the Master Agreement, as collectively described in Appendix 1.

"Sub-Processors" means third parties authorized under this Data Processing Agreement to process the Client’s Personal Data in order to provide part of the Processor Services and/or any related technical support.

Terms such as "Personal Data," "Data Subject," "Processor," "Controller," and "Processing" shall have the meanings given under the GDPR.

The terms "including" and "includes" are illustrative and not limiting.

Any reference to a law, regulation, statute, or other legislative act shall be deemed a reference to such act as amended or re-enacted from time to time.

If this Data Processing Agreement is translated into another language and there is a discrepancy between the Italian version and the translated version, the Italian version shall prevail.

Term

This Data Processing Agreement shall be effective for the entire Term and until the Processor deletes all of the Client’s Personal Data.

Scope of Application

Application of the Processor Services. This Data Processing Agreement applies to all Services governed by the Master Agreement, to the extent that their provision involves the processing of Personal Data by Agile on behalf of the Client. The provisions of this Agreement shall apply to each Service as from its activation by the Client and only for the duration of the relevant provision, as governed by the Master Agreement and the applicable Annexes.

Application of Additional Instructions. During the Term, the Client may provide Agile with supplemental instructions regarding the processing of Personal Data (“Additional Instructions”). Agile shall consider such instructions and may not refuse them without justified reason, if they are necessary to allow the Client to comply with obligations under applicable European or national data protection legislation. In all other cases, the Parties shall engage in good faith discussions regarding the content of such Additional Instructions. Agile shall not be required to implement them until a written agreement is reached between the Parties. Once approved by both Parties, the Additional Instructions will be deemed an integral part of this Data Processing Agreement.

Costs for Implementing Additional Instructions. The Additional Instructions and/or any of their integration, modification, or reduction shall not result in additional costs for Agile; otherwise, the Client acknowledges and agrees that any direct or indirect costs incurred by Agile to comply with the Additional Instructions shall be borne exclusively by the Controller.

Data Processing

Roles, Responsibilities and Instructions

5.1.1 The Parties acknowledge and agree that: (a) Appendix 1 describes the subject matter and details of the processing of the Client’s Personal Data; (b) Agile acts as Processor of the Client’s Personal Data under European and national legislation; (c) the Client acts as Controller or Processor, as applicable, of the Client’s Personal Data under European and national legislation; and (d) each Party shall comply with the obligations applicable to it under European and national legislation in relation to the processing of the Client’s Personal Data.

5.1.2 Authorization from a Third-Party Controller. If the Client acts as a Processor on behalf of an Affiliate or another Controller, the Client warrants to Agile that its instructions and actions regarding the Client’s Personal Data, including the appointment of Agile, have been authorized by the respective Controller.

Controller’s Instructions.Under this Data Processing Agreement, the Controller instructs Agile to process the Client’s Personal Data: (a) only in accordance with applicable law; (b) solely for the purpose of providing the Processor Services and any related technical support; (c) as further specified or indicated by the Client through its use of the Processor Services (including configuration settings and/or features of the Processor Services) and any related technical support; (d) as documented in the Master Agreement and its Annexes, including this Data Processing Agreement; and (e) as further documented in any written instruction provided by the Controller to Agile under this Data Processing Agreement. Agile reserves the right to process, combine, and transform the Personal Data processed in the context of the Services in order to generate aggregated, statistical, anonymized or otherwise non-identifiable data (“Resulting Data”). Resulting Data does not constitute Personal Data under the GDPR and shall remain the exclusive property of Agile, which may use such data without any time or purpose limitation – including, but not limited to, improving its products and services, developing algorithmic features, training artificial intelligence models, performing usage analysis, and preventing fraud or misuse of the Service. Where technically feasible and at its sole discretion, Agile will adopt measures to ensure the aggregation and/or anonymization of the Personal Data used in generating the Resulting Data, it being understood that this does not entail any obligation for Agile to achieve absolute anonymization. The Client acknowledges and agrees that such processing is inherently linked to the provision and evolution of the Service and hereby authorizes Agile to carry it out, ensuring its compatibility with the original purposes of the processing and subject to compliance with applicable data protection laws, without prejudice to any requests by competent authorities.

Agile’s Compliance with Instructions. Agile will adhere to the instructions under Section 5.2 (Controller’s Instructions) unless European or national law to which Agile is subject requires it to carry out different or additional processing (e.g., transfer of personal data to a third country or international organization), in which case Agile shall promptly inform the Client at the Notification Email Address (unless such law prohibits Agile from doing so for reasons of important public interest).

Restrictions on the Processing of Certain Types of Personal Data. The Client agrees not to transmit to Agile, or allow third parties to transmit, special categories of personal data under Article 9 GDPR, personal data relating to criminal convictions and offences or related security measures under Article 10 GDPR, or personal data of minors. Agile shall not be held liable in any way for the processing of such data in the context of the provision of its Services, including, without limitation, any data breach or other related incident. For clarity, the provisions of this Data Processing Agreement shall not apply to such categories of personal data.

Data Deletion and Export

Deletion and Export During the Term

6.1.1 Processor Services with Export Functionality.To the extent that the Processor Services include the capability for the Controller to autonomously export the Client’s Personal Data in an interoperable format, Agile shall use commercially reasonable efforts to ensure that such export remains available throughout the Term, subject to any additional specific provisions contained in the Master Agreement and its Annexes.

6.1.2 Processor Services with Deletion Functionality.To the extent that the Processor Services include the capability for the Client to autonomously delete the Client’s Personal Data, Agile shall use commercially reasonable efforts to ensure that such deletion functionality is maintained throughout the Term, unless the applicable European or national legislation requires retention for a longer period. In such case, Agile shall process the Client’s Personal Data only for the purposes and for the duration required by such legislation. Any additional specific provisions under the Master Agreement and its Annexes shall remain unaffected.

Deletion Upon Expiry of the Term.Upon expiry or termination of each Service or of this Agreement for any reason, the Client may request in writing that Agile delete all Personal Data processed on its behalf, including any residual copies stored in Agile’s systems. Agile shall comply with such request as soon as reasonably practicable, in accordance with applicable law and its internal data retention policies, without prejudice to any retention obligations under Union or Member State law. If no specific written instruction is received from the Client within fifteen (15) days of termination of the Master Agreement or the relevant Service, Agile shall be entitled to proceed with deletion of the Personal Data at its discretion and in accordance with its secure deletion schedules.

Data Security

Security Measures and Assistance by Agile

7.1.1 Security Measures on Agile’s Systems. Agile shall implement and maintain appropriate technical and organizational measures to protect the Client’s Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure or access, as described in Appendix 2 to this Agreement. Taking into account the state of the art, implementation costs, and the nature, scope, context and purposes of the processing as well as the varying likelihood and severity of risks to the rights and freedoms of natural persons, the measures adopted by Agile – as further detailed in Appendix 2 – shall aim to: protect the confidentiality, integrity, availability and resilience of systems and services processing the Personal Data; restore timely access to the Personal Data in the event of a physical or technical incident; ensure, where appropriate, the anonymization or pseudonymization of Personal Data; and regularly test and evaluate the effectiveness of such measures. Agile may update or modify such measures, including to reflect technological or regulatory changes, provided that the overall level of protection of Personal Data is not reduced compared to that in place at the effective date of this Agreement.

7.1.2 Security Measures for Agile’s Personnel. Agile shall take reasonable and appropriate steps to ensure that all persons acting under its authority (including employees, collaborators, agents, contractors and, where applicable, Sub-processors) comply with the Security Measures based on their roles and responsibilities. In particular, Agile shall ensure that all persons authorized to process the Client’s Personal Data have been properly trained and are bound by confidentiality obligations in compliance with European and national data protection legislation. Agile shall also ensure proper management of any system administrators involved in the technical operation and maintenance of the Services, in accordance with applicable supervisory authority provisions (e.g. the Italian Data Protection Authority's provision of 27 November 2008).

7.1.3 Assistance with Data Security Obligations. Agile shall assist the Client in complying with its obligations regarding personal data security and personal data breaches, including (where applicable) the obligations under Articles 32 to 34 of the GDPR, by: (a) implementing and maintaining the Security Measures in accordance with Section 7.1.1; (b) implementing the measures set forth in Section 7.2 (Data Breach); and (c) providing the Client with the Security Documentation pursuant to Section 7.5.1 (Review of Security Documentation) and any other information required under this Data Processing Agreement.

Data Breach

7.2.1 Professional Diligence. Agile exercises professional diligence in monitoring the security of the Client’s Personal Data processed as part of the Processor Services.

7.2.2 Notification of Data Breach. If Agile becomes aware of a Data Breach, it shall: (a) promptly inform the Controller without undue delay; (b) take reasonable steps to mitigate the impact and protect the Client’s Personal Data; and (c) provide cooperation to the Controller to investigate the root cause and extent of the incident.

7.2.3 Details of the Data Breach. Notifications under Section 7.2.2 shall include, to the extent known by Agile (including by way of supplemental notices): the nature of the Data Breach, including the categories and approximate number of affected Data Subjects and Personal Data records concerned; the likely consequences; and the measures Agile has taken or recommends the Client take to mitigate the effects. Where specific information cannot be provided within the required timeframe, Agile shall inform the Client of the reasons for the delay and shall nonetheless provide preliminary information to enable initial assessment.

7.2.4 Delivery of Notification. In the event of an incident involving the Client’s Personal Data, Agile shall deliver notification to the email address provided by the Client for such purpose (“Notification Email Address”), if and to the extent required under applicable data protection laws.

Controller's Responsibility for Security

7.3.1 Client’s Security Responsibility. Without prejudice to Agile’s obligations under Sections 7.1 and 7.2, the Client acknowledges that it is solely responsible for securing its use of the Processor Services, including safeguarding authentication credentials, and securing systems and devices used to access the Processor Services.

Security Certifications

To support the effectiveness of the Security Measures, Agile may, at its sole discretion, supplement such measures and Security Documentation with industry-recognized certifications (e.g. ISO/IEC 27001), codes of conduct, or certification mechanisms.

Audits and Inspections

7.5.1 Review of Security Documentation. To demonstrate compliance with this Data Processing Agreement, Agile shall make available to the Client relevant information on the technical, organizational, and security measures implemented, including any Security Documentation that is reasonably required by the Client to meet its legal obligations and to demonstrate the adequacy of its safeguards. Such requests must be submitted in writing.

7.5.2 Audit Rights of the Client. The parties agree that: (a) Agile shall also contribute to inspection and audit activities the Client may carry out, either directly or through a designated auditor; (b) such activities must not unduly disrupt Agile’s normal operations; (c) the use of information accessed by the Client or its designated auditor during the audit shall be subject to a prior confidentiality agreement.

7.5.3 Additional Audit Conditions. For the conduct of audits: (a) The Client shall submit an audit request in writing, in accordance with Section 12.1 (Agile Contact Details), at least fifteen (15) business days in advance, and no more than once per calendar year, unless twelve (12) months have passed since the last audit. (b) Upon receiving such request, the parties shall in good faith agree on the audit’s timing, scope, duration, and applicable security and confidentiality safeguards. (c) Nothing in this DPA shall require Agile or its Affiliates to disclose or grant access to: (i) data of other Agile clients; (ii) internal financial or accounting records of Agile; (iii) Agile’s trade secrets or proprietary information; (iv) information which could compromise the security of Agile’s systems or facilities, or lead Agile to violate legal or contractual obligations; (v) information sought for purposes other than good-faith legal compliance by the Client. (d) Audits are subject to the prior execution of a confidentiality agreement between all involved parties.

7.5.4 Audit Costs. The Client acknowledges and agrees that all costs related to audits conducted under this Section 7.5 (including internal resources or third-party auditor fees) shall be borne exclusively by the Client.

Data Protection Impact Assessments and Prior Consultation

Agile agrees (taking into account the nature of the processing and the information available to Agile) to provide reasonable assistance to the Client in ensuring compliance with any obligations regarding data protection impact assessments and prior consultations, including the Client’s obligations under Articles 35 and 36 of the GDPR.

Data Subject Rights

Responses to Data Subjects' Requests.

Agile shall ensure adequate protection of Data Subjects’ rights, consistent with the nature of the Services described in the Master Agreement, by supporting the Client in fulfilling its obligation to respond to Data Subjects’ requests to exercise their rights, including when such requests are received directly by Agile. In such case, Agile shall inform the Data Subject to direct the request to the Client. The Client shall remain solely responsible for responding to such requests.

Assistance with Data Subjects' Requests.

Agile agrees (taking into account the nature of the processing of the Client’s Personal Data) to provide reasonable assistance to the Client in complying with its obligations under Chapter III of the GDPR regarding Data Subject rights by: (a) making available, where feasible, dedicated functionalities within the Processor Services; and (b) fulfilling its commitments under Section 9.1 above.

Data Transfers

Storage and Processing Locations.

The Client acknowledges and authorizes Agile to process (including via Sub-processors) the Client’s Personal Data within and, where applicable, outside the EEA, provided such processing is supported by appropriate Transfer Mechanisms, as set forth in Appendix 3, and is carried out in accordance with European and national data protection laws.

Sub-processors

General Authorization.The Client grants general authorization for Agile to engage Sub-processors for the provision of the Processor Services.

Information on Sub-processors.Agile agrees to provide an up-to-date list of Sub-processors and related details in Appendix 3 to this Data Processing Agreement.

Sub-processor Requirements.When engaging a Sub-processor, Agile shall:(a) ensure through a written agreement or other binding legal instrument that:(i) the Sub-processor accesses and processes the Client’s Personal Data only to the extent necessary to perform its delegated obligations in accordance with the Master Agreement (including this DPA) and applicable Transfer Mechanisms;(ii) the Sub-processor is subject to data protection obligations equivalent to those under Article 28(3) GDPR;(b) remain fully liable for all obligations subcontracted to the Sub-processor.

Objection to Sub-processor Changes.The Parties agree that:(a) During the Term, Agile shall notify the Client via the Notification Email Address of any intended use of new Sub-processors for processing the Client’s Personal Data. Such notice shall include the name, service provided, country of establishment, and Transfer Mechanism (if applicable);(b) If the Client reasonably believes and documents that a Sub-processor is not suitable for processing the Client’s Personal Data, the Client may object to its appointment within 10 days of receiving the notice. Agile may then, at its discretion:(i) refrain from engaging the Sub-processor for the relevant processing; or(ii) terminate the Master Agreement and/or the specific affected Service upon 30 days’ notice, with the Client remaining liable for full payment under the applicable agreement(s);(c) If no objection is raised in accordance with subsection (b), Agile shall update Appendix 3 and deliver it to the Notification Email Address, at which point it will become an integral part of this DPA.

Agile Contact Details

Contact Details.Except for the Notification Email Address, the contact provisions under the Master Agreement shall apply.

Conflicts

Conflicting Terms.In the event of a conflict or inconsistency between the provisions of the Master Agreement, its Appendices, this DPA, or any Additional Instructions, unless otherwise specified in this DPA, the following order of precedence shall apply:(a) Additional Instructions;(b) the remaining provisions of this DPA;(c) the remaining provisions of the Appendices; and(d) the remaining provisions of the Master Agreement.Unless amended herein, the Master Agreement and its Appendices remain fully valid and enforceable.

Statutory Non-compliance.Any provision of this DPA or of the Additional Instructions that conflicts with European or national law shall be deemed unenforceable and replaced by the applicable mandatory legal provision.

Amendments

Changes to Appendices.Agile may periodically update the content of the Appendices if expressly permitted under this DPA.

Changes to the DPA.Agile may amend this DPA if the amendment:(a) is expressly permitted under this DPA; or(b) is required to comply with applicable law, a court order, or guidance issued by a Supervisory Authority or governmental body.

Governing Law and Jurisdiction

Jurisdiction.Any dispute relating to the interpretation or performance of this DPA shall fall under the exclusive jurisdiction of the court specified in the Master Agreement, notwithstanding any contrary provision under applicable law or international conventions.

Appendix 1 – Subject Matter and Details of the Data Processing

SUBJECT MATTER

This Data Processing Agreement applies to the processing of Personal Data carried out by Agile on behalf of the Client, in its role as Data Processor or Sub-Processor, in connection with the provision of Services governed by the Master Agreement and its Annexes.

In particular, the processing concerns Personal Data processed for the following purposes:

SMS Service

Transmission of SMS messages to end users on behalf of the Client, through Agile’s SMS gateway, as described in Annex A.

Additional Channels Service

Transmission of digital multichannel communications through third-party platforms (e.g., WhatsApp, RCS, Telegram), using the Client’s configured accounts and/or content, as governed under Annex B.

AI Assistant Service

Provision to the Client of a marketing assistant technology solution, enabling the Client to autonomously manage multichannel communication campaigns. The platform incorporates non-proprietary open-source artificial intelligence (AI) models to generate personalized content, particularly for digital channels and social media, as further detailed in Annex C.

DURATION OF PROCESSING

Agile shall process the Client’s Personal Data for the entire duration of the Master Agreement and/or the relevant Service, and in any case until final deletion of such Personal Data from Agile’s systems, in accordance with the Data Processing Agreement, the Master Agreement, and applicable data protection laws.

NATURE AND PURPOSE OF THE PROCESSING OF THE PROCESSOR SERVICES

Agile shall process the Client’s Personal Data in order to provide the Processor Services in accordance with the instructions set forth in the Data Processing Agreement.

Depending on the Processor Services used, the Client’s Personal Data may include the following categories:

SMS Service

Additional Channels Service

AI Assistant Service

The Customer is expressly prohibited from entering, transmitting or otherwise submitting, in the context of the use of the Services, (i) special categories of personal data pursuant to Article 9 of the GDPR, (ii) personal data relating to criminal convictions and offences pursuant to Article 10 of the GDPR, and (iii) personal data relating to minors. Agile does not wish to and does not intend to collect or process such data in connection with the provision of the Services and shall not be held liable for any processing carried out in breach of this prohibition.

The Parties acknowledge that this Agreement does not apply to such categories of data, and that any liability arising from their processing shall rest solely with the Customer.

The Parties may update from time to time the list of types of personal data processed in the provision of the Controller Services.

Appendix 2 – Security Measures

As of the Effective Date, Agile implements and maintains the Security Measures available at the following link:

• https://agiletelecom.com/gdpr-compliance/

Agile may periodically update or modify such Security Measures, provided that such updates and modifications do not result in a degradation of the overall security of the Processor Services or a reduction of the agreed security level set out below.

Appendix 3 – Sub-processors

The following Sub-processors are engaged to carry out certain activities enabling Agile to provide the Processor Services: