General conditions of use of SAAS

1. Scope of the General Terms and Conditions

1.1 These “General Terms and Conditions of Use of SAAS Services” (hereinafter also referred to as the “Conditions”) apply to the Client’s use of the Software and the supply, by LSI LASTEM S.r.l. (hereinafter also referred to as “LSI LASTEM”), of the Cloud Services specifically indicated in the Order, through the Client’s access and use of each of the Software indicated in the Order. These General Terms and Conditions also apply to all Updates and Developments, unless they are governed by separate and autonomous supplementary conditions.

2. Definitions

2.1 In these Terms, the following terms and expressions, when capitalized, shall have the meaning ascribed to them in this paragraph.

Terms in the singular are also understood to be in the plural and vice versa.

− LSI LASTEM: the company Lsi Lastem S.r.l., C.F. e P.IVA 04407090150, with registered office in Settala, fraz. Premenugo (MI), in via EX S.P. 161 Dosso n. 9;

− Client: anyone (individual, entity or company, both individually and corporately) who has asked LSI LASTEM to activate SAAS services, accepting the relevant Offer and issuing consequent order;

− SAAS: “software-as-a-service” i.e. the provision of Cloud Services;

− Cloud Services: the services provided by LSI LASTEM to the Client through the latter’s access to and use of the Software;

− User: natural person identified and authorized by the Client to use the software in order to use the Cloud Services purchased by the latter;

− Secondary Users: meaning referred to in paragraph 3.2;

− Secondary Utilities: meaning referred to in paragraph 3.2;

− Updates and Developments: all updates, supplements, adaptations, developments, improvements and modifications in general made by LSI LASTEM and/or third party owners to the Software. Updates and Developments do not include those made necessary by the amendment, integration, repeal or issuance of laws, decrees, regulations, directives, orders or decisions, whether Italian, EU or foreign, which, at the sole discretion of LSI LASTEM, have a significant impact on the operation and/or costs of LSI LASTEM and/or on the structure of the Software or make substantial or structural changes to the regulations in force at the date of the Agreement;

− Assistance: the technical support service aimed at suggesting to the Customer, at the latter’s request and where possible, technical solutions to ensure the correct use of the Cloud Services;

− Contract: these General Terms and Conditions, any Supplementary Conditions, the Order, any technical documentation delivered to the Customer, any subscription forms and any online instructions for the use of the Software;

− Access Credentials: the authentication system through which the Software can be accessed and used to use the Cloud Services, including the identification codes and access keys provided by LSI LASTEM to the Client and associated with each User;

− Parties: jointly, LSI LASTEM and the Client;

− Intellectual Property: any intellectual and/or industrial property right, registered or unregistered, in whole or in part, anywhere in the world, such as – by way of example but not limited to –

trademarks, patents, utility models, designs and models, domain names, know-how, works covered by copyright, databases and software (including, but not limited to, its derivatives, source code, object code, and interfaces);

− Software: software products owned by LSI LASTEM or third parties, specifically identified in the Contract and hosted on the cloud infrastructure, which may be updated and/or modified as a result of Updates and Developments.

3. Cloud Services

3.1 With the Contract, in exchange for the timely payment of the fees, LSI LASTEM will provide the Client, who accepts, the Cloud Services indicated in the Order. The Client will be able to use the Cloud Services exclusively through the access and use in SAAS mode of the related Software.

3.2 Through specific functionality of the Software, where provided, the Client may create and assign secondary utilities (the “Secondary Utilities”) in order to allow natural or legal persons (the “Secondary Users”) to take advantage of specific and limited functionalities of the Cloud Services. The Customer acknowledges and accepts that the aforementioned functionality of activating the Secondary Utilities may not be available for all the Software covered by the Agreement. In the case of activation of the Secondary Utilities, LSI LASTEM undertakes to provide the Secondary Users with the available functionalities of the Cloud Services and the Client undertakes, also pursuant to art. 1381 of the Italian Civil uses the Cloud Services in compliance with the General Terms and Conditions and the Intellectual Property rights of LSI LASTEM or third parties.

4. Client’s Obligations

4.1 With the Contract, the Client undertakes to: a) pay to LSI LASTEM the Fees due pursuant to art. 8;

b) autonomously equip themselves with hardware and software, as well as adequate connectivity in order to be able to access the data center and use the Software to use the Cloud Services;
c) autonomously adapt the characteristics of its IT systems and connectivity to any changes, replacements and corrections made to the Software and Cloud Services after the conclusion of the Agreement;
d) use the Software and/or Cloud Services in accordance with these terms and solely for the purposes for which they are intended;
e) provide LSI LASTEM with all the information necessary to enable it to correctly and fully fulfil its obligations under this Agreement;
f) have each User and Secondary User read these General Conditions;
g) to have each Subsidiary read and accept these General Terms and Conditions.

5. Login credentials

5.1 The Client and/or each User will be able to use the Software and use the Cloud Services activated through the Access Credentials, automatically generated by the platform.

5.2 The Client is aware of the fact that the knowledge of the Access Credentials by third parties would allow the latter the unauthorized use of the Software, the unauthorized use of the Cloud Services and access to any information stored therein. In any case, the Client shall be held solely responsible for any use, authorized or not, of the Software using the Login Credentials.

5.3 The Client is required to keep and ensure that each User keeps the Access Credentials with the utmost confidentiality and diligence, committing himself not to transfer them or to allow their use to third parties not expressly authorized.

5.4 LSI LASTEM shall in no case be held liable for any damage, direct and/or indirect, that may arise to the Client, each User and/or third parties as a result of the failure of the Client and/or each User to comply with the provisions of this Article 5.

6. Assistance

6.1 In return for the timely payment of the Fees, LSI LASTEM undertakes to provide the Customer with an adequate Technical Assistance service regarding any malfunctions of the service, so that the Customer can use the Cloud Services on an ongoing basis. On the other hand, consulting or training activities for data analysis are excluded from the above assistance and can be requested for a fee, subject to the sending of a specific offer.

6.2 The Client acknowledges and accepts that the Assistance service will be provided exclusively remotely, any direct intervention on the Client’s computer systems being expressly excluded.

7. Updates and Developments

7.1 The Client acknowledges and agrees that, where deemed appropriate at the sole discretion of LSI LASTEM, the Updates and Developments may: (i) result in the modification or elimination of certain features of the Software; or (ii) consist of replacements or migrations (even partial) of the Software and related Cloud Services.

7.2 The Client indemnifies LSI LASTEM from any liability related to any damages resulting from potential Updates and Developments, unless such damages result from LSI LASTEM’s wilful misconduct or gross negligence.

7.3 Updates and Developments do not include updates, supplements, adaptations, developments, improvements and modifications in general made necessary by the modification, integration, repeal or issuance of laws, decrees, regulations, directives, orders or decisions, whether Italian, EU or foreign, which, at the sole discretion of LSI LASTEM, have a significant impact on the operation and/or costs of LSI LASTEM and/or on the structure of the Software or make substantial or structural changes the regulations in force at the date of the Agreement.

8. Fees

8.1 In return for the provision of the Cloud Services, the Client undertakes to pay LSI LASTEM the fees indicated in the offer, according to the methods and timing provided therein. In the absence of an express provision in the offer, the fees must be paid within thirty days of receipt of a regular invoice issued by LSI LASTEM.

8.2 All fees are net of VAT and any other legal charges.

8.3 The Client expressly acknowledges and accepts that the fees are subject to annual updating to the extent of 100% of the increase in the ISTAT index of the prices of the production of services, calculated as an average of the last twelve months.

8.4 The Client acknowledges that the Software and related Cloud Services are subject, by their very nature, to constant technological and regulatory evolution that requires continuous and expensive updating, development and, in some cases, replacement activities, necessary in order to guarantee their functionality. In view of the above, LSI LASTEM shall have the right to modify the fees even in excess of the ISTAT index in the manner set out in art. 16.

8.5 Without prejudice to the provisions of paragraph 8.4 above, if, during the execution of the Contract, unforeseeable circumstances should arise such as to make the provision of the Cloud Services by LSI LASTEM more onerous, the latter shall be entitled to receive a one-off fair compensation or to unilaterally modify the fees.

8.6 In the event of non-payment or late payment of any amount due under the Contract, the Client will automatically forfeit the benefit of the term and interest on arrears will accrue on the sums due to the extent provided for by Legislative Decree 231/2002. In such case, without prejudice to the provisions of paragraphs 20.1 and 20.2 below, LSI LASTEM shall also have the right to (i) suspend any performance due under any other contracts in place with the Client (including the right to inhibit the use of the software under such agreements and to suspend the provision of any services relating thereto) and/or (ii) terminate any other Contracts at any time.

8.7 The Client waives the right to propose exceptions without having previously fulfilled its payment obligations pursuant to this Article 8.

9. Confidentiality

9.1 It is strictly forbidden for the Parties to communicate and/or disseminate or in any case use, even through an intermediary person and/or entity, of any news, information and documentation learned and obtained during the execution of the Contract and that LSI LASTEM has classified as “confidential” or “confidential”, even if they are not real industrial secrets, both if it pertains to the Parties and if it concerns their client and/or supplier companies, except:

− as expressly required by the performance of the Contract;

− express written permission of the other Party;

− when the Parties are obliged to do so by law and/or by order of the administrative and/or judicial authority.

9.2 Except in the case where the information and/or documents referred to in paragraph 9.1 constitute secret information pursuant to Article 98 of Legislative Decree no. 30/2005, the prohibition referred to in the previous paragraph shall remain unconditionally firm even after the termination of the Contract, for any cause whatsoever, for the subsequent period of 3 (three) years, deemed appropriate by both Parties, without prejudice to the fall into the public domain of information that is not attributable to the Parties.

10. Partner

10.1 LSI LASTEM, in fulfilling its obligations under the Contract, may avail itself, at its sole discretion, of the technical, organizational and commercial cooperation of its Partners, to whom it may entrust the performance of some or all of the activities listed in these General Conditions and/or in the order.

11. Intellectual property

11.1 All Intellectual Property rights, including the related economic exploitation rights, in the Cloud Infrastructure, Software, Cloud Services, documentation, Updates and Developments, preparatory works and derivative works are and remain, in whole and in part and anywhere in the world, the exclusive property of LSI LASTEM and/or its third party owners indicated in the offer or in the supporting technical documentation.

11.2 For the sole purpose of enabling the Customer to use the Cloud Services indicated in the order, LSI LASTEM grants the Customer, which accepts, a non

exclusive, non-assignable and temporary license to use the Software (“License”).

11.3 The Client undertakes, also pursuant to art. 1381 c.c. for each User, to use the Software and the Updates and Developments within the strict limits of the License and in compliance with the Intellectual Property rights of LSI LASTEM or third parties. Therefore, by way of example and not limited to and without prejudice to the mandatory limits of the Law, the Client may not:

(a) circumvent the technical limitations and technological security measures present in the Software and/or in the Updates and Developments, including the authentication system;

(b) reverse engineer, decompile or disassemble the Software and/or Updates and Developments;

(c) reproduce, modify, adapt, customize the Software and/or the Updates and Developments or create derivative works thereof;

(d) make or cause to be made copies of the Software and/or Updates and Developments;

(e) publish or cause to be published the Software and/or Updates and Developments;

(f) use the Software and/or Updates and Developments outside of the Cloud Infrastructure;

(g) market the Software and/or Updates and Developments in any capacity.

11.4 LSI LASTEM (and/or, where applicable, the third party owners referred to in paragraph 11.1 above) or third parties shall also retain all rights to the trademarks, logos, names, domain names and other distinctive signs associated with the Cloud infrastructure, the Software, the Updates and Developments and/or the Cloud Services, with the consequence that the Client may not use them in any way without the prior written authorization of LSI LASTEM (and/ or the third party owner).

12. Client’s Responsibilities and Declarations

12.1 By accepting these General Terms and Conditions, the Client declares that he/she (i) has all the rights and powers necessary to conclude and fully and effectively execute the Contract and (ii) intends to use the Software (including any Updates and Developments) and the Cloud Services in the context of his/her business, craft, commercial or professional activity and that, therefore, the provisions of Legislative Decree 206/2005 for the protection of consumers do not apply to you.

12.2 The Client undertakes to ensure that the provisions of the Contract are complied with by each User, including their respective employees and/or collaborators. Also pursuant to art. 1381 of the Italian Civil Code, the Client is considered exclusively responsible for the actions of these subjects and also guarantees compliance with all applicable regulations, including those on tax and civil matters.

12.3 It is forbidden to use the Software, Cloud Services and/or Updates and Developments for the purpose of depositing, storing, sending, publishing, transmitting and/or sharing data, applications or IT documents that:

(a) are in conflict with or violate the Intellectual Property rights owned by LSI LASTEM and/or third parties;

(b) contains viruses, worms, Trojan horses or, in any case, other computer elements that are contaminated or destroyed; (c) constitutes spamming, phishing and/or similar activities;

(d) are in any case contrary to the applicable laws and/or regulations.

12.4 LSI LASTEM reserves the right to suspend the provision of the Cloud Services and access to the Software to the Customer, to each User and/or Secondary User, or to prevent access to the data stored therein, if it becomes aware of a violation of the provisions of this article and/or is expressly requested to do so by a court or administrative body in accordance with applicable regulations. In this case, LSI LASTEM will inform the Client of the reasons for the adoption of the access suspension, without prejudice to the right to terminate the Contract pursuant to Article 20 below.

12.5 The Client acknowledges that the Software, Updates and Developments and/or Cloud Services may contain and/or require the use of so-called open source software and undertakes, also pursuant to art. 1381 of the Italian Civil Code for each User and Secondary User, to comply with the terms and conditions specifically applicable to them. Where necessary, these conditions will be made suitably known to the Client by LSI LASTEM.

13. Withdrawal from the market and replacement of products

13.1The Client acknowledges that the Software, Cloud Services and the environments in which they operate are subject, by their nature, to constant technological evolution that may determine their obsolescence and, in some cases, the opportunity to withdraw from the market and, possibly, to be replaced with new technological solutions. Therefore, LSI LASTEM may decide, at its sole discretion, during the term of this Agreement, to withdraw the Cloud Services and/or related Software from the market (possibly replacing them with new technological solutions). In this case:

(a) LSI LASTEM will notify Customer in writing (including by email), with at least three months’ notice, that it intends to withdraw from the market one or more Cloud Services and/or related Software (each of which is an “obsolete product”); (b) the notice referred to in point (a) above will contain a description of any new Cloud Service and/or Software (the “New Product”) that will replace each obsolete product, it being understood that the new product may be based on technologies other than those of the obsolete product; (c) if the obsolete product is not replaced by any new product, the Agreement shall cease to have effect with respect to the obsolete product on the date to be indicated by LSI LASTEM in the recall notice; from that date, the obsolete product will cease to be supplied and the Customer will be entitled to a refund of any portion of the fees already paid for the period in which he or she will not be able to enjoy the obsolete product;

(d) if the obsolete product is replaced with a new product, the Customer shall have the right, exercisable within 15 days from the date of the notice of withdrawal, to withdraw from the Contract with reference only to the obsolete product with effect from the last day of the third month following the date of the notice of withdrawal (date from which the obsolete product will cease to be supplied) provided that, otherwise, the Agreement will continue to apply (except as specifically stated in the recall notice) with respect to the new product and any reference to the obsolete product shall be deemed to refer to the new product.

14. Indemnity and Responsibility of the Client

14.1 The Client undertakes to indemnify and hold harmless LSI LASTEM from any damages, claims, liabilities and/or liabilities, direct or indirect and including reasonable legal fees, which LSI LASTEM may suffer or bear as a result of the failure by the Client and/or each User and/or each Sub-User to fulfil any of the obligations under the Contract and, In particular, the provisions of art. 4 (Customer’s Obligations), 5 (Login Credentials), 9 (Confidentiality), 11 (Intellectual Property), 12 (Customer’s Responsibilities and Representations), 13 (Withdrawal from the Market and Replacement of Products).

14.2 The Client undertakes to indemnify and hold harmless LSI LASTEM from any damage, claim, liability and/or charge, direct or indirect and including reasonable legal fees, that the Users, the Client and third parties may suffer or bear as a result of events related to the provision of services to third parties by the Client. The Client also undertakes to indemnify and indemnify LSI LASTEM for any damage that the latter may suffer in the event of excessive generation of calls to the server for the generation of access keys or other services indicated in the offer.

15. Responsibilities of LSI LASTEM

15.1 LSI LASTEM makes no representations and warranties, express or implied, that the Cloud Services, Software and/or Updates and Developments are suitable to meet the specific requirements of the Customer, that they are error-free or that they have functionality not provided for in the technical specifications and related documentation.

15.2 LSI LASTEM shall not be held liable for damages, direct or indirect, of any nature or entity, that may arise to the Client and/or to each User and/or each Secondary User and/or third parties as a result of the use of the Cloud Services, Software and/or Updates and Developments in a manner that does not comply with the provisions of the Contract and/or the laws in force.

15.3 LSI LASTEM shall not be liable in any way for any malfunctions and/or non-use of the Cloud Services, Software and/or Updates and Developments that result from inadequate connectivity with respect to their technical characteristics.

15.4 LSI LASTEM, without prejudice to the mandatory limits of the law, shall in no case be held liable for any damage (direct or indirect), costs, losses and/or expenses that the Client and/or third parties may suffer as a result of cyber attacks, hacking activities and, in general, abusive and unauthorized access by third parties to the data center, the Cloud infrastructure, Software and, in general, the IT systems of the Client and/or LSI LASTEM, from which the following consequences may derive, without claiming to be exhaustive: (i) failure to use the Cloud Services; (ii) loss of data owned or otherwise available to the Customer; and (iii) damage to Customer’s hardware and/or software systems and/or connectivity.

15.5 Except in the case of wilful misconduct or gross negligence, LSI LASTEM’s liability shall never exceed the amount of the fees paid by the Customer under this Agreement in the year in which the event giving rise to LSI LASTEM’s liability occurred. LSI LASTEM shall not be held liable for any loss of profits, loss of profits or indirect damages, loss or damage to data, downtime, loss of business opportunities or other benefits, payment of penalties, delays or other liabilities of the Customer to third parties.

16. Unilateral changes

16.1 The Contract may be modified by LSI LASTEM at any time, by simply giving written notice (also by e-mail or with the aid of computer programs) to the Client.

16.2 In this case, the Client shall have the right to withdraw from the Contract by written notice sent to LSI LASTEM by registered mail with acknowledgement of receipt or certified e-mail within 15 days of receipt of the written notice from LSI LASTEM referred to in the previous paragraph.

16.3 In the absence of the exercise of the right of withdrawal by the Client, in the terms and in the manner indicated above, the amendments to the Contract shall be considered definitively known and accepted by the latter and shall become definitively effective and binding.

17. Suspension and Interruption

17.1 LSI LASTEM will use reasonable efforts to ensure maximum availability of the Cloud Services. The Client, however, acknowledges and accepts that LSI LASTEM may suspend and/or interrupt the provision of the Cloud Services, upon written notice to the Client, should ordinary or extraordinary maintenance work be required on the data center and/or the Cloud infrastructure and/or the Software. In such cases, LSI LASTEM undertakes to restore the availability of the Cloud Services as soon as possible.

17.2 Subject to paragraphs 12.4 and 20.2, LSI LASTEM also reserves the right to suspend or terminate the provision of the Cloud Services:

(a) in the event of non-payment or late payment, in whole or in part, of the Fees; (b) for reasons of security and/or confidentiality;

(c) in the event of a breach by the Client and/or each User of legal obligations regarding the use of IT services and the internet;

(d) in the event that problems occur to the data center and/or to the Cloud infrastructure and/or Software that cannot be remedied without suspending the relevant access, including the hypothesis of its replacement and/or migration, even partial, in any case subject to written notice to the Customer of the reasons for the suspension and the timing of the intervention envisaged

17.3 LSI LASTEM reserves the right to suspend the provision of the Cloud Services and access to the Software to the Client, to each User, or to prevent access to the data stored therein, if it becomes aware of a violation of the provisions of art. 8.1, 9, 11.3 and 12 and/or an express request to do so is made by a court or administrative body in accordance with the applicable regulations. In this case, LSI LASTEM will inform the Client of the reasons for the adoption of the access suspension, without prejudice to the right to terminate the Contract pursuant to Article 20 below.

17.4 In the event of suspension and/or interruption of the provision of the Cloud Services due to fault attributable to LSI LASTEM, the latter will grant a refund calculated pro rata tempore for each day, after the third day, of failure of the Cloud Services. The Client may not make any further claim for damages in relation to such cases.

18. Duration

18.1 Without prejudice to any other provisions in the Offer and/or in any supplementary conditions, the Contract has a duration of one year from its conclusion and will be automatically renewed from year to year, unless terminated by registered mail with acknowledgement of receipt and/or certified e-mail, at least 3 (three) months before expiry.

19. Recess

19.1 LSI LASTEM reserves the right to withdraw from this Agreement at any time, by means of registered mail with acknowledgement of receipt and/or certified e-mail to be sent to the Client with at least 3 (three) months’ notice.

19.2 In the event that LSI LASTEM exercises its right of withdrawal for reasons other than those referred to in paragraph 19.3 below, the Client shall be entitled to a refund of the fee for the period of non-use of the Cloud Services, if it has already been paid.

19.3 LSI LASTEM also reserves the right to withdraw from the Contract even in the event that the Client is in serious breach of any of the other contracts concluded between the Client and LSI LASTEM.

20. Express termination clause and disqualification from the Cloud infrastructure

20.1 Without prejudice to compensation for damages, LSI LASTEM reserves the right to terminate the Contract in accordance with Art. 1456 of the Italian Civil Code following the sending of a simple written communication by certified email or registered letter with acknowledgement of receipt in the event of non-compliance by the Client and/or each User with even one of the provisions: 4 (Obligations of the Customer), 5 (Access Credentials), 8 (Fees), 9 (Confidentiality), 11 (Intellectual Property), 12 (Responsibilities and declarations of the Customer), 13 (Withdrawal from the market and replacement of products), 14 (Indemnity).

20.2 Without prejudice to the Client’s obligation to pay the Fees referred to in Article 8, LSI LASTEM, in the event of non-compliance by the Client and/or each User with any of the obligations referred to in paragraph 20.1, also reserves the right to interrupt the provision of the Cloud Services to the Client at any time. In such a case, LSI LASTEM will notify the Client of its intention to discontinue the provision of the Cloud Services, inviting the Client, where possible, to remedy the non-compliance within a specified period. In any case, the Client remains obliged to pay the amount due even in the event of interruption of the provision of the Cloud Services.

21. Effects of Termination of the Contract and Return

21.1 In the event of termination of the Agreement, for any reason whatsoever, LSI LASTEM will immediately and permanently cease the provision of the Cloud Services to the Client.

21.2 Without prejudice to the provisions of paragraph 21.1, following the termination of the Contract, for any reason, the Client shall have the right to download its data, documents and/or contents for a period of 60 (sixty) days from the date of termination of the Contract. Alternatively, the return of such data, documents and/or contents may be requested by the Client through automated delivery methods to be agreed or on special optical supports, against the payment of specifically provided fees, except as otherwise stipulated in the agreed license.

21.3 Unless otherwise agreed between the Parties and within the mandatory limits of the law, if the Client has not downloaded or requested the return of the data, documents and/or contents within the term referred to in paragraph 21.2, LSI LASTEM shall have the right to delete them permanently.

21.4 In any case, it is understood that the following provisions shall survive the termination of the Contract, for any reason whatsoever: 1 (Scope of the General Conditions), 8 (Fees), 9 (Confidentiality), 11 (Intellectual Property), 12 (Liability and representations of the Client), 13 (Withdrawal from the market and replacement of products), 14 (Indemnity and liability of the Client), 15 (Liability of LSI LASTEM), 22 (Notices), 24 (Novative effect), 25 (Tolerance), 26 (Invalidity and partial ineffectiveness), 28 (Applicable law and exclusive jurisdiction).

22. Communications

22.1 All communications to the Client relating to the Contract may be made to the email address provided by the Client in the Order. It is understood that it will be the responsibility of the Client to communicate any change in relation to the email address identified by the Client for all communications.

23. Assignment of the Contract

23.1 Except with the prior written consent of LSI LASTEM, the Client is prohibited from assigning, in whole or in part, the Contract.

24. Novative effect

24.1 Any relevance of any previous individual agreements between the Parties, which are considered absorbed and exhaustively superseded by the provisions of the Contract, is excluded.

25. Tolerance

25.1 Any failure to assert one or more of the rights provided for in the Contract shall not be understood as a definitive waiver of such rights and shall not, therefore, prevent the timely and rigorous fulfilment of these rights at any other time.

26. Invalidity and partial ineffectiveness

26.1 Any invalidity or ineffectiveness of any of the provisions of the Contract shall leave intact the other legally and functionally independent provisions, except as provided for in art. 1419, first paragraph, of the Italian Civil Code.

27. Processing of personal data

27.1 LSI LASTEM declares that the personal data relating to the Client, and the contact details of the Client’s staff appointed by the Client to manage the Contract, will be processed by LSI LASTEM in compliance with the current legislation on the protection of personal data and the obligations arising from the Contract. The data will be processed in relation to contractual requirements and the consequent fulfilment of the legal, administrative-accounting and contractual obligations deriving from them, as well as for the purpose of protecting their rights and ensuring the security of the systems. The provision of data marked as mandatory when filling in the contractual forms, and of those identified as such when collecting additional data during the contractual relationship, is necessary and essential for the establishment and management of the Contract itself and no specific consent is required from the Customer for its processing.

27.2 In the event of consent given by the Client and revocable at any time by contacting LSI LASTEM, or in any case if permitted according to the regulations in force, LSI LASTEM may also process the Client’s identification and contact data for marketing, promotional and informational activities, via email, fax, telephone, mail, or digital channels concerning LSI LASTEM’s products and services, market surveys, satisfaction surveys.

27.3 If the Client also consents, in the manner indicated above, to the use of his/her data also for profiling purposes, LSI LASTEM may process the data collected as part of the execution of the Contract to conduct analyses relating to the use of the Cloud Services by the Client of any combinations to a specific geographical area and the product category to which it belongs, or other forms of analysis, in aggregate or individual form, both for statistical purposes and to improve its offer of products and services and personalize the sending of any commercial communications, if permitted by the Customer. The Client may revoke his/her consent at any time in the manner indicated in Article 27.4 below.

27.4 The data will be processed in written form and/or on magnetic, electronic or telematic support. The data will not be disseminated or communicated to third parties, with the exception of any companies that carry out auditing and certification activities, to which LSI LASTEM has adhered or is required by law, as well as tax, legal or business consultants, credit institutions, public bodies and administrations or subjects entitled by law to receive such information and to follow up on the obligations of the Contract towards the Customer. Personal data may be disclosed, as far as strictly necessary according to their respective duties, to the personnel in charge of the administration, the commercial area, the technical area and management control of LSI LASTEM, as well as the external data processors who provide IT services also for the purpose of maintenance and management of the IT system and the restoration of data. The data will be processed for the entire duration of the contractual relationship and, after its termination, where necessary for the fulfilment of legal obligations, for the time provided for by tax and civil law or for the protection of rights in court. The Client may exercise the rights provided for by the law and request, among other things, information on the origin and use of the data, the modification and correction of the data, or the deletion of the data if no longer necessary, and request further information, including the list of external data processors, by contacting the legal department, at the headquarters of LSI LASTEM or by sending an email to the following address info@wwwtest.lsi-lastem.com. This is without prejudice to the right to contact the Guarantor for the protection of personal data or the judicial authorities in the event of an alleged violation of the regulations on the protection of personal data.

27.5 The Parties agree that LSI LASTEM may process and use purely statistical information, on an aggregated basis, collected in connection with the Client’s use of the Cloud Services, including information relating to meta-data associated with documents, for study and statistical purposes. To this end, the Client grants LSI LASTEM a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use such information for such purposes.

27.6 The Parties acknowledge that the performance of the Cloud Services may involve the processing by LSI LASTEM of personal data owned by the Client or for which the Client has been appointed, in turn, as a data controller by the legitimate controller (“Third Party Beneficiary”). In this regard, the Parties mutually acknowledge that LSI LASTEM will act in relation to such processing as Data Processor of personal data pursuant to the Privacy Code, in accordance with the provisions set out in the Supplementary Conditions.

27.7 It is understood that LSI LASTEM assumes no responsibility for the consequences arising from the non-compliance by the Client and/or the Third Party Beneficiary with the obligations incumbent on them as data controllers pursuant to this Article 27. The Client undertakes to indemnify and hold harmless LSI LASTEM from any prejudice, charge, sanction or claim that LSI LASTEM may suffer or receive as a result of the breach by the Client and/or the Third Party Beneficiary of such obligations.

28. Applicable law and exclusive jurisdiction

28.1 This contract is governed by and shall be construed in accordance with Italian law.

28.2 Any disputes relating to or arising from the execution or interpretation of the Contract shall be subject to the exclusive jurisdiction of the Court of Milan.