General Terms of Use

1. Definitions

1.1. The capitalized terms used in these General Terms, including those in the Order, which forms an integral and substantial part thereof, unless otherwise defined, shall have the meanings set forth below:

• a. Account: each set of credentials (username, email address, and password), confidential and personal, through which each Accredited User may access their personal area linked to the Client's Profile on the Platform, distinct from those of other Accredited Users. Such credentials are provided by SOV to the Contact Person following the activation of a Purchase Order, or access to the Platform upon SOV's invitation to test the Freemium version of the Services, by the Client;
• b. Client: the company, entity, or organization that, by completing a Purchase Order or accessing upon SOV's invitation for the Freemium version of the Services, accepts this Contract in its entirety;
• c. General Terms, Contract, or Terms of Use: this document, binding on the Client, of which the completed Orders and the attached Specific Conditions applicable to the Services purchased or used in Freemium version from time to time by the Client, including any Additional Services, also form an integral and substantial part;
• d. Specific Conditions: the terms of use set forth in the annexes to this Contract and the related obligations, supplementing these General Terms, applicable to the Client in addition to the latter, of which they form a substantial and integral part, depending on the specific Services purchased;
• e. Contents: any information, text, prompt, document, image, URL, file, or other material or personal or non-personal data, in any format or representation, that the Client may provide and share on the Platform through the appropriate functions, independently or through SOV, or in any case request the Platform to analyze, process, or use, including the Thematic Libraries when activated, in order to generate Texts and Elaborations;
• f. Fee: the fee owed by the Client to SOV for access to the Platform and use of the Services, including any Additional Services and activated Thematic Libraries, as indicated in the Order, to be paid in a lump sum or on a periodic basis, in case of subscription, for the entire contractual duration and any renewals thereof, without any limitation related to the Freemium version;
• g. Technical Documentation: any manual, instruction, guideline, tool, or documentation that SOV may provide to the Client to illustrate or facilitate the operation of the Platform and/or one or more Services, or their components, settings, or functionalities;
• h. Elaborations: any output or result generated by the Platform through automated processes and artificial intelligence models applied to the Contents, including, by way of example and not limitation, summaries, analyses, classifications, assessments, extractions, re-elaborations, Texts, informational enrichments, and new or derived content, in any format, structure, or representation.
• i. Freemium: the free version of the Services for which, under the conditions set forth in these Terms of Use, no Fee is due to SOV.
• j. Thematic Knowledge Bases or Thematic Libraries: structured informational resources, curated, developed, and made available to the Client by SOV, within the scope and for the purposes of the Services, consisting of data, content, and knowledge relating to specific sectors, optionally activatable by the Client upon payment of an additional Fee, and usable by the Platform's artificial intelligence models and systems as a source of context and reference for the automated generation of Texts and Elaborations. The Thematic Libraries operate as a functional resource of the Platform and as an informational support layer for generative processes, and not as collections of individual documents or materials intended for direct consultation or specific extraction by the Client, nor as shared document databases for autonomous use.
• k. Applicable Legislation: the Privacy Legislation and any Regulation, including in particular but not limited to Regulation (EU) 2024/1689, or European Directive, national law, and measure or guideline adopted by competent authorities, which is or becomes applicable in the future to the Services governed by this Contract;
• l. Privacy Legislation: Regulation (EU) 2016/679 ('General Data Protection Regulation', 'GDPR'), Italian Legislative Decree 196/2003 containing the 'Personal Data Protection Code', as amended and supplemented over the years (especially by Italian Legislative Decree 101/2018), as well as all applicable measures, opinions, decisions, and guidelines adopted by the Italian Data Protection Authority and the European Data Protection Board (including by approving the opinions previously issued by the 'Article 29 Working Party');
• m. Order: the form or activation request, in paper or electronic format, also made directly through the Platform and in subscription form, through which the Client purchases one or more Services (including any Additional Services) and accepts this Contract, undertaking to pay the Fee and to fulfill all obligations established herein. Each Order incorporates these General Terms in their entirety, unless the Parties establish specific derogations within the Order, before signing it, applicable only in relation to the Services to which the applicable Order refers;
• n. Party or Parties: SOV and the Client, individually or together;
• o. Platform: the platform developed by and owned by SOV, available at www.pacific.rocks or at any other address specified from time to time in the relevant Order or in the invitation for the Freemium version, through which Clients can access and use the Services;
• p. Privacy Policy: indicates the information on the processing of personal data carried out by SOV as data controller pursuant to the Privacy Legislation;
• q. Profile: the Client's unique registration on the Platform to which one or more distinct Accounts may be linked, each reserved for a single Accredited User;
• r. Contact Person: indicates the natural person, identified by the Client at the time of activation of each Order, or by SOV in the invitation for the Freemium version, who will receive the access credentials of the Accredited Users linked to the Client's Profile and to whom all official communications relating to the Services will be addressed and who is authorized to request, on behalf of the Client, modifications, upgrades, and extensions of the Services;
• s. Services: SOV's proprietary services and products, offered through the Platform and based on artificial intelligence, including any Additional Services purchased by the Client, as well as their combinations and integrations, governed by these Terms of Use and, individually, by the Specific Conditions attached to this Contract.
• t. Additional Services: the services and functions, described in a specific Annex, additional to and different from the basic Services referred to in the previous point, which SOV may provide to the Client who has specifically requested them in the Purchase Order;
• u. SOV: SOV Ricerca S.R.L.S., a company incorporated under Italian law with registered office in Milan, at Viale Legioni Romane 65 (20147), VAT and tax code 13483670967.
• v. Third Parties: any natural or legal person with whom the Client may, at its sole discretion, share the Texts and/or Elaborations independently generated through the Platform;
• w. Texts: the written content automatically generated by a language model based on artificial intelligence that processes writings similar to human ones, based on the Contents provided by the Client, having the nature of proposals or drafts subject to review and validation by the Client before their possible use.
• x. Accredited Users: the employees, collaborators, and all other natural persons, including the Contact Person, for whom the Client or the Contact Person themselves have requested SOV to enable access, through their individual Accounts, to the Client's Profile on the Platform and to use the Services on behalf of the latter.

2. Acceptance of the General Terms

2.1. This Contract sets forth the conditions of access and use of the Services applicable to the Client who enters into an Order with SOV, or who receives an invitation from SOV to access the Freemium version of the Services. Acceptance of the Terms of Use is a necessary condition for the use of the Platform and Services.

2.2. These General Terms, including the Specific Conditions of each Service possibly purchased by the Client, constitute an integral and substantial part of each Order and, with reference to the Freemium version, of the use of the relevant Service, and in any case form a binding agreement between the Parties, replacing any previous agreement or statement, written or oral, having the same Services as its object.

2.3. This Contract applies to all Services offered by SOV. The obligations defined herein are therefore binding in relation to any Order placed and access to the Platform by the Client. The Services actually purchased determine the application, in addition to these Terms of Use, of the further obligations established by the relevant Specific Conditions attached to this Contract.

2.4. By accepting an Order for the purchase, or the invitation for the Freemium version, of any Service, the Client:

• a. expressly accepts these Terms of Use, including the Specific Conditions applicable from time to time depending on the Services purchased. If the Client does not accept this Contract or any obligation arising therefrom, the Client will not be able to access the Platform and SOV's Services;
• b. undertakes to punctually fulfill all obligations established in this Contract, without conditions or limitations of any kind;
• c. expressly declares not to be qualified as a 'consumer' pursuant to applicable legislation and guarantees that the Client will use the Services exclusively as a 'professional', for activities consequently permitted by law and in compliance with this Contract.

2.5. If any clause of these General Terms conflicts with or directly or indirectly results in the violation of any law, regulation, decree, or order of competent authority applicable in the jurisdiction in which the Service is used by the Client, the national rules and regulations shall prevail and apply, to the extent strictly necessary to overcome the conflict or violation from time to time relevant.

3. License to Use the Services

3.1. Upon acceptance of this Contract by the Client through the conclusion of an Order or upon access to the Freemium version and subject, except in the latter case, to payment of the Fee established in the Order, SOV will allow the Client access to the Platform and use of the applicable Services, in compliance with the conditions established by these Terms of Use and within the limits of the license governed herein.

3.2. SOV grants the Client a limited, revocable, non-transferable, non-exclusive, and non-assignable license to use the Platform and Services on a SaaS (Software as a Service) basis, exclusively as expressly permitted by this Contract and in accordance with the Technical Documentation that SOV may provide to the Client from time to time. The Client must comply with any technical limitation of the Platform and Services, without altering their processes or functionalities in any way.

3.3. Under no circumstances may the Client sublicense, assign, or transfer this license. SOV may revoke the license and terminate this Contract in case of violation of this prohibition by the Client. It is understood that SOV remains the sole and exclusive owner of all rights not specifically licensed under these General Terms. The license granted by SOV does not allow the download of any Service, or part thereof, nor of the Platform or any of its components, except as expressly authorized by SOV.

3.4. SOV may at any time install or make any update or modification to the Platform and Services, including, but not limited to, bug fixes, alterations, addition of new features, or removal of existing ones, without obligation to provide any notice to the Client, or to obtain prior consent, provided that this does not result in a substantial modification of the nature or functionality of the Services.

3.5. The duration of the license and Services is indicated in each Order and runs from the date of completion thereof or from the different date specified therein, or, in the case of Freemium version, from the date indicated by SOV in the relevant invitation. The right of each Party to obtain early termination of the contractual relationship in the cases provided for by these General Terms is reserved. Upon expiration of the applicable term, the license and Services shall automatically cease, subject to automatic renewal, where provided, in the absence of prior notice of termination by the Client.

3.6. In the absence of a different agreement between the Parties, upon expiration of the license or termination of the contractual relationship for a reason permitted under these Terms of Use, SOV will grant the Accredited Users associated with the Client's Profile an additional period of 28 (twenty-eight) working days during which each of them may continue to access their Account solely to download the Texts and Elaborations connected thereto. At the end of this period, SOV will deactivate all Accounts linked to the Client's Profile on the Platform. In any case, after 90 days from the conclusion of the contractual relationship with the Client, SOV will delete from the Platform all Elaborations, Texts, or other information, documentation, or material attributable to the Client or otherwise connected to the Profile, unless otherwise agreed in writing between the Parties or unless otherwise provided by the Applicable Legislation.

4. Intellectual Property

4.1. All intellectual property rights and titles connected to the Platform and Services, as well as to the related components and functionalities developed by SOV, including any algorithm, plugin, artificial intelligence model, software, Thematic Library, technology, or know-how connected thereto, excluding the Contents provided by the Client and the Texts and Elaborations generated by the Client through the Services, are and will remain the exclusive property of SOV or its respective licensors or successors. SOV also holds and will maintain exclusive ownership of all rights, titles, and interests relating to: (i) any modification or update referred to in Article 3.4; (ii) any Technical Documentation provided to the Client upon activation of the Order or in the invitation for the Freemium version, or in any case during the use of the Services; (iii) any technology, invention, system, method, process, or other component incorporated in the Platform and Services; (iv) all copyrights, patents, trade secrets, trademarks, and any other industrial and intellectual property rights related or connected to the foregoing.

4.2. No intellectual property rights are transferred to the Client, directly or indirectly, by reason of the conclusion of an Order or in any case by the use of the Platform or Services. The Client does not acquire any implicit license to copy or reconstruct in whole or in part the Platform and Services, or their individual parts, components, or functionalities falling under the exclusive intellectual property of SOV. Nothing in these Terms of Use, nor any service performed by SOV under the Contract, constitutes or implies a transfer or assignment of any right, title, or interest governed herein.

4.3. It is expressly prohibited for the Client to exploit or use copyrights, trademarks, domains, logos, distinctive signs, or other intellectual property rights associated with the Platform or Services without the prior written authorization of SOV.

4.4. The Client declares and warrants to be the owner of all intellectual property rights connected to or relating to the Contents uploaded or provided on the Platform, with the exception of the Thematic Knowledge Bases. The Client is therefore directly and exclusively responsible for any violation of rights, in particular but not limited to intellectual property, of SOV or third parties, connected to or otherwise arising from such Contents and from the Texts and Elaborations generated based thereon. For this reason, the Client undertakes to indemnify and hold completely harmless SOV and its directors, representatives, managers, and collaborators from and against any and all liability, damage, claim, complaint, compensation request, legal action, and cost incurred (including legal fees) as a consequence of or in connection with the Contents.

4.5. The Client expressly authorizes SOV to include in its work portfolio (including brochures, technical documentation, website) the Client's references, including but not limited to logo and name of the Client, as well as a description of the project executed through SOV's Services. This authorization is not definitive and is always revocable, with the consequent right of the Client to request the immediate removal of any reproduction, in digital form or otherwise, of its trademarks, logos, and other distinctive signs possibly inserted by SOV in its promotional content and materials, including its website.

5. Personal Data Protection

5.1. The Parties expressly agree that, pursuant to the Privacy Legislation:

5.2. With reference to the processing described in letter b. of the previous Article 5.1, the Client agrees to appoint SOV as its processor pursuant to the Privacy Legislation.

5.3. In its capacity as data controller, the Client warrants to SOV that it has fulfilled all obligations imposed by the Privacy Legislation, with particular but not limited reference to those of transparency and fairness towards data subjects and verification of the existence of an adequate legal basis for each of the purposes pursued. In particular, the Client declares that all personal data, including special categories of data, included in or derivable from the Contents, with the exception of the Thematic Knowledge Bases, have been collected and will be processed in full compliance with the current Privacy Legislation.

5.4. In case of complaints, disputes, administrative or judicial proceedings, inspections, or requests from competent authorities concerning the Contents uploaded and shared by the Client, excluding the Thematic Libraries, it will be solely the Client's responsibility to provide all useful elements to demonstrate their lawfulness, correctness, and compliance with the Applicable Legislation, indemnifying and holding SOV entirely harmless from and against any liability, damage, sanction, cost, or prejudice that may arise therefrom, including those connected to any administrative sanctions imposed on SOV as a consequence of the Contents themselves.

5.5. The Client acknowledges being directly and exclusively responsible for any violation of the Privacy Legislation arising from, or in any case attributable to, fault, willful misconduct, or negligence of the Client in relation to the processing carried out, as controller, through the Platform, including the possible uploading or use of personal data, also belonging to special categories, not in compliance with such legislation. The Client therefore undertakes to indemnify and hold SOV, as well as its directors, representatives, managers, employees, and collaborators, entirely harmless from and against any damage, sanction, claim, compensation request, measure by competent authorities, legal action, cost (including legal fees), or liability, direct or indirect, that may arise therefrom.

6. Client Account

6.1. Based on what is agreed in the Order, or subsequently requested by the Client or the Contact Person, or at the sole discretion of SOV in the case of an invitation to use the Freemium version, SOV will associate a variable number of distinct and personal Accounts with the Client's Profile, each of which will be paired with appropriate access credentials (username, email, and password). The activation of a new Account or the removal of existing ones may take place upon request to SOV, or directly by the Client's Contact Person through the Platform. In the event of a request to delete an Account, it will be removed from the Platform, together with all Contents, Texts, and Elaborations associated with it, within the timeframes provided from receipt of the request by SOV.

6.2. The Client undertakes to keep secret and not to publish, disseminate, or otherwise make known to third parties the credentials provided by SOV for accessing the Accounts linked to the Profile on the Platform and to ensure that the Accredited Users also comply with this obligation.

6.3. Without prejudice to the provisions of Article 5.4, responsibility for any activity carried out on the Platform through any Account linked to the Client's Profile shall rest exclusively and entirely with the Client.

6.4. Without prejudice to any further obligation arising from the Privacy Legislation, the Client must inform SOV, without undue delay, if the Client becomes aware of unauthorized access to the Profile or to any Account linked thereto, for the purposes of using the Platform or Services, by third parties or by members of the Client's personnel who lack proper authorization.

6.5. The Client must allow the use of the Accounts linked to the Profile exclusively within the scope of the Client's corporate organization, it being expressly prohibited, unless otherwise agreed in writing with SOV, to allow third parties to access the Platform and Services through them, even when such third parties belong to the same corporate group as the Client. SOV reserves the right to carry out all appropriate technical verifications, within the limits of the law, regarding compliance with this prohibition by the Client and the Accredited Users, being able to terminate the Contract in case of prolonged violation thereof.

7. Contents

7.1. The Client is solely responsible, including with regard to lawfulness, reliability, and adequacy, for the Contents provided and shared on the Platform and warrants that they:

• a. do not violate the current Privacy Legislation, or directly or indirectly limit any of the rights that it establishes in favor of data subjects, nor any rule on online advertising, or copyright or contractual rights of third parties;
• b. do not result in any violation of law, regulation, applicable measures, or decisions of competent authorities;
• c. are not misleading, deceptive, obscene, inappropriate, defamatory, indecent, offensive, threatening, abusive, discriminatory, likely to incite racial hatred, or blasphemous;
• d. do not contain or presuppose the endorsement of any illegal product or service or having the characteristics referred to in the previous letter c.;
• e. do not contain viruses or other computer codes, files, or programs designed to interrupt, destroy, or limit the functionality of any software or hardware equipment or telecommunications;
• f. cannot cause any damage, direct or indirect, to SOV and its directors, employees, and collaborators and/or their image and reputation.

7.2. The Client declares being aware that SOV does not perform and has no obligation to perform checks on the Contents prior to or after their upload on the Platform, including URLs and the sites and third-party platforms accessible through them, and expressly agrees to indemnify and hold SOV and its directors completely harmless from and against any liability, damage, claim, compensation request, sanction or measure by competent authorities, legal action, and cost incurred (including legal fees) arising from violations of law and what is established in Article 7.2. Notwithstanding the foregoing, SOV reserves the right to remove at any time any Content provided or entered by the Client on the Platform in violation of the obligations of this Article 7.

7.3. No clause of these General Terms, or activity carried out by SOV for the purpose of providing the Services, constitutes or may be considered as an endorsement or recommendation, direct or indirect, by SOV, of Contents provided by the Client within the scope of the Services.

7.4. The Client is aware and accepts that SOV cannot in any case be held responsible for any errors, inaccuracies, unlawfulness, or other consequences arising from the outputs generated through the processing of the Contents uploaded and entered by the Client through the Platform, whether consisting of Texts or Elaborations, nor for the use that the Client or third parties may make thereof.

8. Thematic Libraries

8.1. The Thematic Libraries are made available to the Client as informational and contextual support for the operation of the Platform's artificial intelligence models and for the automated generation of Texts and Elaborations. They are merely auxiliary in nature and do not in any way constitute forms of professional advice, binding technical opinions, or definitive operational instructions, nor do they replace professional, technical, or legal assessments required by applicable legislation or industry standards. The review, verification, and validation by the Client of the Elaborations and Texts derived therefrom therefore remain mandatory before any use.

8.2. Except in cases of willful misconduct or gross negligence, SOV makes no express or implied warranties regarding the completeness, accuracy, currency, reliability, or fitness for specific purposes of the Thematic Knowledge Bases, provided solely as an informational component of the Services and as a support base for the Platform's generative processes. The Client therefore acknowledges that the Thematic Libraries may by their nature be incomplete, non-exhaustive or outdated, or subject to limitations arising from the methods of collection, selection, structuring, and modeling of data and knowledge integrated into the artificial intelligence systems, and that they therefore do not guarantee comprehensive coverage of every specific case or application scenario, nor the correctness or adequacy of the related outputs for a specific use.

8.3. The Client also acknowledges and accepts that the Thematic Knowledge Bases may be, at any time, updated, modified, expanded, reduced, or reorganized by SOV, including through automated or system learning processes, in order to improve their functionality and effectiveness. Such interventions do not constitute nor may they be qualified as contractual modifications of the Services and do not create any obligation, express or implied, of maintenance, periodic updating, or minimum guaranteed level of informational coverage on the part of SOV.

8.4. The Client declares being fully aware that the Thematic Libraries and the outputs derived therefrom are not intended to be used as the sole basis for decision-making. It is understood that the Client must exercise its own judgment and adequate control over the Texts and Elaborations generated also with the support of the Thematic Knowledge Bases, before any operational use, communication to Third Party Recipients, or integration into decision-making or document processes, assuming all consequent responsibility.

9. Texts and Elaborations

9.1. The Client acknowledges and accepts that:

• a. Texts and Elaborations are automatically generated by algorithms and artificial intelligence models based on the inputs provided and the Contents discretionally entered or, with reference to the Thematic Libraries, activated, by the Client on the Platform;
• b. as a consequence of what is established in the previous point a), Texts and Elaborations constitute only drafts whose control, customization, and finalization remain at the sole expense and responsibility of the Client;
• c. SOV does not perform, nor has any obligation to perform, any control over the final contents of the Texts and Elaborations produced by the Client;
• d. the Client remains directly and exclusively responsible for any use of the Texts and Elaborations, as well as for their possible sharing with Third Party Recipients;
• e. SOV shall in no case be liable in relation to the final content and use of both Texts and Elaborations, as well as their lawfulness, reliability, or fitness for a purpose.

9.2. If the final Texts or Elaborations include one or more elements falling under the intellectual property of third parties, derived or not from the Contents used by the Client, the Client must ensure having all the rights, authorizations, and licenses necessary to exploit such Texts and Elaborations and to share them with Third Party Recipients.

9.3. The Client warrants that the final Texts and Elaborations, which the Client may share with Third Parties:

• a. will not result in the Client or SOV violating any law, regulation, or legal obligation;
• b. will not be misleading, deceptive, obscene, inappropriate, defamatory, indecent, offensive, threatening, abusive, discriminatory, or blasphemous;
• c. do not constitute, nor refer to or include, endorsement of illegal products or services;
• d. do not cause any direct or indirect damage to SOV, including its image and reputation.

9.4. The Client shall be directly and exclusively liable for any violation of this Article 9 and therefore undertakes to indemnify and hold SOV entirely harmless from and against any liability, damage, claim, dispute, sanction or measure, legal action, and cost incurred (including reasonable legal fees) arising from such violations or wrongdoing.

9.5. Nothing in these Terms, nor any of the activities carried out by SOV for the purpose of providing the Service to the Client, shall constitute or be considered as an endorsement or recommendation, direct or indirect, by SOV, of the final Texts and Elaborations used by the Client or shared by the Client with Third Party Recipients.

10. Fee and Freemium Version

10.1. The Fee owed by the Client to SOV, payable in a lump sum or at fixed intervals in case of subscription, for the granting of the license to use the Platform and for the provision of the Services, including any Additional Services, is established in each Order. It is understood that no Service that is not expressly included in a validly activated Order shall be owed in favor of the Client by SOV.

10.2. Unless otherwise agreed between the Parties in the Order, the Fee shall be invoiced on the date of completion of the Order and the related payment terms are set at 30 days from the invoice date.

10.3. Payment of the Fee shall be made by bank transfer to the coordinates or through the other methods indicated from time to time in the Order.

10.4. The Client has a maximum volume of requests, both related to Texts and Elaborations, expressed in the form of credits, which can be processed monthly through the Platform. The quantity of credits assigned, on a monthly basis or for different predetermined periods, is defined based on the Order concluded and the number of Accounts activated. SOV will monitor credit consumption and, if the Client reaches the assigned monthly or periodic threshold, reserves the right to:

• a. temporarily limit or suspend access to the Services until the automatic restoration of the quota in the following month or period; and/or
• b. propose the Client to purchase additional credit packages, in order to allow the immediate restoration of full functionality of the Services.

10.5. Exceeding the monthly credit thresholds by the Client cannot in any case be considered a breach by SOV, nor give rise to liability, refunds, indemnities, or extensions of contractual terms, it being the Client's sole responsibility to monitor its own consumption and evaluate the possible purchase of additional credits.

10.6. SOV reserves the right to suspend the provision of Services to the Client, blocking the Profile and Platform access Accounts, if the Client, even after SOV sends a specific written request upon expiration of the 30 days established in the previous Article 10.2, fails to fulfill the obligation to pay the Fee.

10.7. The Parties expressly agree that, should the breach continue for more than 90 days from the invoice date and therefore for more than 60 days from the sending of a specific written reminder by SOV, the latter shall have the right to terminate this Contract pursuant to Art. 1456 of the Italian Civil Code.

10.8. SOV reserves the right, without assuming any obligation in this regard and without this generating any right or legitimate expectation on the part of the Client, to invite certain Clients to use the Freemium version of the Services for a predetermined period of time and with a maximum volume of pre-assigned credits, both determined at the sole and unquestionable discretion of SOV. In all cases where access to the Platform takes place in Freemium mode upon SOV's invitation, no Fee shall be owed by the Client for such period and within the limits of the assigned credit thresholds. Upon expiration of the Freemium period or, if earlier, upon exhaustion of the credits attributed free of charge, the use of the Services may continue exclusively upon payment of the Fee for the requested Services. Otherwise, SOV may limit or disable access without any obligation of notice or service continuity.

10.9. For Clients admitted to the Freemium version, SOV may at any time, at its sole discretion and without obligation of justification or notice:

• a. modify the amount of free credits granted;
• b. limit their duration, temporal validity, and technical methods of use;
• c. apply overall maximum thresholds per Client, Account, associated email, or belonging organization;
• d. introduce functional, performance, or processing priority limitations compared to paid Services;
• e. suspend or revoke Freemium access in case of anomalous, abusive, or non-compliant use with the Terms.

10.10. The use of the Freemium version of the Services does not entail any derogation from these Terms of Use, which remain fully applicable. The Client remains fully responsible for compliance with all contractual, technical, and regulatory obligations related to the use of the Platform, regardless of the free or paid nature of the access.

11. Service Availability

11.1. SOV guarantees an uptime of 98% on an annual basis and in any case not exceeding that provided by the service levels of its suppliers for LLM services, server storage, hosting, and carriers necessary for the operation of the Platform and the consequent provision of Services. SOV does not guarantee that the Services will be provided without interruption or discontinuity in delivery.

11.2. In the event that the Client experiences a malfunction of the Services, the Client must promptly report it to SOV, by email to: support@sov.rocks, service active on the following days and hours: Mon/Fri 9:00 AM - 6:00 PM.

11.3. SOV guarantees taking charge of the problem within 120 minutes of the report made by the Client in accordance with Article 11.2.

11.4. The report made by the Client will be evaluated by SOV personnel, who will provide an adequate response to the Client by phone or email.

11.5. In the event that SOV personnel determine, at their sole discretion, that the responsibilities for the malfunction of the Platform or Service are not attributable to the Client, the downtime period (service unavailability) will be counted as follows: (i) downtimes referred to in the following Article 11.6 are excluded from the total count; (ii) interruptions caused by failures, problems, or malfunctions suffered by suppliers of services necessary for the operation of the Platform, or due to force majeure or fortuitous events (by way of example but not limited to: failures of the internet connection used by the Client to connect to the server, or failures of carriers providing connectivity) are excluded from the total count.

11.6. Ordinary maintenance interventions that do not involve downtime exceeding 15 minutes are generally planned during working hours. Maintenance interventions, both ordinary and extraordinary, that may involve a Platform shutdown exceeding 60 minutes, are planned from 7:00 PM to 7:00 AM of the following working day, or during the weekend. Should SOV carry out ordinary maintenance interventions at times other than those indicated above, it will notify the Client, through an appropriate banner/pop-up on the Platform or email sent to the Contact Person or to the Accounts indicated by the latter, with at least 24 hours' notice. Should SOV fail to make such notification within the established times, the period of non-delivery of the Services will be included in the total downtime count.

11.7. SOV provides no warranty, to the extent permitted by law, regarding the suitability of the Platform and/or Services for a specific purpose, nor their compatibility with other programs and/or systems used by the Client.

11.8. SOV guarantees the availability of the Services on the Internet within the limits indicated above, but does not ensure that the Client will always be able to connect to the Platform. SOV shall never be liable to the Client for the failure to use the Services when such impossibility is determined by any reason not directly and reasonably attributable to SOV (by way of example and not limited to: reasons due to the Client's hardware and software configuration, reasons due to connectivity offered by the Client's suppliers).

12. Permitted Uses

12.1. The Client may access the Platform and use the Services only within the limits authorized by SOV in accordance with this Contract. In particular, but not limited to, the Client is prohibited from:

• a. making unauthorized copies or modifying, adapting, translating, decoding, disassembling, decompiling, extracting information from, or creating derivative works of the Platform and/or Services or any of their components, functionalities, materials, graphics, files, tables, or documentation, or determining or attempting to determine any source code, artificial intelligence model, algorithm, process, or technique incorporated in the Platform or any Service;
• b. distributing, licensing, transferring, marketing, renting, leasing, or selling all or part of the Platform and/or Services, or their parts or components, without prior written authorization from SOV;
• c. interfering or attempting to interfere with the proper functioning of the Platform and/or Services and/or causing their interruption;
• d. circumventing any measure adopted by SOV to control and limit access to the Platform and Services;
• e. incorporating the Platform or any Service, or part thereof, into any other program or product, unless expressly authorized in writing by SOV;
• f. using, or requesting or allowing others to use, automated scripts or other scraping tools to collect information from the Platform and/or Services, or otherwise interact with them;
• g. declaring, or doing anything that gives the impression, that any Text or Elaboration shared by the Client with Third Parties comes directly from SOV, or is in any way attributable to it;
• h. using or attempting to use the Profile and/or an Account of another Client, or using false data, to register on the Platform;

i. using or allowing to use the Platform and/or Services to share Contents in violation of what is prescribed in Article 7.1, in addition to:

• i. files containing viruses, trojans, worms, or other harmful material;
• ii. commercially sensitive information owned by third parties;
• iii. any material that violates, or is capable of violating, the copyright, trademarks, or other intellectual property of third parties;
• iv. any material defamatory of any person, or obscene, offensive, or hateful;
• v. any material that may constitute or encourage a crime, or dangerous activities or acts of self-harm;
• vi. any material that may directly or indirectly harm, frighten, distress, embarrass, or constitute a threat to third parties;
• vii. responses, comments, opinions, analyses, or recommendations that the Client is not authorized or adequately qualified to provide, including opinions reserved for regulated professions;
• viii. any material that, at the sole discretion of SOV, may expose SOV, other Clients, or Third Parties to any damage or liability of any kind.

12.2. The Client undertakes not to undertake, directly or indirectly, as a developer, supplier, consultant, contractor, or otherwise, also on behalf of third parties, activities or services similar to those offered by SOV through the Platform and subject to this Contract, except in the presence of specific written authorization from SOV.

12.3. SOV expressly reserves the right to suspend the Client's access to the Profile and the provision of Services whenever it ascertains, or has reasonable suspicion, that violations of the permitted uses under this Article 12 are occurring by or on behalf of the Client. In the event that the Client's violation continues for more than 45 days from the date of sending, by SOV, of an appropriate notice to comply, SOV may request the termination of this Contract.

13. Limitation of Liability

13.1. The Client acknowledges and accepts that SOV and its directors cannot be held liable, unless otherwise provided by applicable law:

• a. for any consequence arising from or in any case connected to the Client's breach of the obligations established by these General Terms, or to violations of laws or third-party rights in connection with the use of the Platform or Services;
• b. for any damage, including but not limited to loss of data, profits, goodwill, or other economic losses, resulting from or associated with improper or negligent use of the Platform and/or Services by the Client, or with failure to comply with their technical limitations or instructions that SOV may provide through the Technical Documentation;
• c. for delays, breaches, interruptions, or other issues, when SOV is able to prove that such events are unequivocally attributable to its third-party suppliers in any way involved in the provision of the Services;
• d. arising from or in any case connected to the untruthfulness or incorrectness of the registration data linked to the Client's Profile, or to the unauthorized use of third-party Accounts;
• e. associated with or resulting from any use or sharing with Third Parties of the Texts and Elaborations by the Client and from any decision independently made by the Client based thereon.

13.2. The Client undertakes to defend, indemnify, and hold SOV, as well as its directors, representatives, employees, collaborators, and successors, entirely harmless from and against any liability, claim, complaint, sanction, damage, penalty, interest, compensation, legal action, charge, or cost (including legal and court fees, even in case of losing), which is connected to, arising from, or in any case attributable, directly or indirectly, to actions or omissions attributable to the Client pursuant to Article 13.1.

13.3. The Parties expressly agree that any liability attributable to SOV or its directors, representatives, employees, and collaborators is limited to the value of the Fees actually paid by the Client in execution of the Order in connection with which such liability arose.

13.4. For the avoidance of doubt, the Client acknowledges and accepts being the sole and exclusive responsible for the lawfulness and more generally the full compliance with all applicable rules of the activities carried out on the Platform and, in particular, of the purposes for which the Client, thanks to the Services, produces Texts and Elaborations through the Profile.

13.5. This Article 13 survives the termination, for any reason, of these General Terms.

14. Duration and Termination of the Contract

14.1. Each Party may terminate an Order in the presence of a serious breach by the other Party of any of its obligations, if the latter fails to remedy such non-compliance within 30 days of receiving a specific written request from the compliant Party, without prejudice in any case to compensation for greater damage. It is understood that, following the termination of an Order, these General Terms shall also be automatically terminated and that, unless otherwise expressly agreed between the Parties, all rights and obligations arising from the Order and this Contract shall immediately cease to have effect. In case of breach by one of the Parties, the compliant Party may not claim from the other, for any reason, compensation for damages in an amount exceeding the Fee agreed in the Order of reference to which the breach relates, except in case of willful misconduct or gross negligence.

14.2. SOV may at any time request the termination of the contractual relationship governed by these Terms of Use, pursuant to Art. 1456 of the Italian Civil Code, by sending a specific written communication to the Client, in the event that the Client violates any of the obligations provided for in Articles 3.3, 4.3, 6.6, 10.7, and 12.2 above.

14.3. In any case, SOV's right to retain the Fee already paid by the Client and to claim that accrued and due by reason of Services provided before the termination took place remains unaffected, without prejudice to compensation for any greater damage.

14.4. Termination shall in no way limit the right of each Party to pursue any other remedy available under the law.

14.5. Each Party shall also have the right to withdraw from the contractual relationship governed by these Terms of Use and from one or more active Orders, at any time and without the need for justification, by written notice to be sent to the other Party with at least 30 (thirty) days' advance notice. It is understood that:

• a. in the absence of timely notice of termination, the Order shall automatically renew for a period equal to the original term, unless otherwise agreed in writing between the Parties;
• b. the exercise of the right of termination by the Client shall not prejudice SOV's right to receive the Fee accrued up to the effective date of termination;
• c. on the effective date of termination, access to the Platform and Services shall automatically cease, unless otherwise agreed in writing between the Parties;
• d. termination shall not entail any liability for damages between the Parties.

15. Miscellaneous

16. Applicable Law and Jurisdiction

16.1. These General Terms, as well as any further agreements contained in each Order concluded by the Parties, are governed by Italian law.

16.2. For any dispute relating to the interpretation, validity, execution, and termination of the General Terms and the Orders that refer to them, the Court of Milan shall have exclusive jurisdiction.

Contact Us

If you have any questions about these Terms and Conditions, you can contact us:

By email: info@sov.rocks