General Terms of Use — Evolus and Employee AI

1. Definitions

For the purposes of these General Terms of Use (hereinafter the "Terms"):

Evolus means the AI orchestration SaaS platform developed and operated by CodeDesign S.r.l., accessible through a web interface and APIs, including all features made available from time to time.

Employee AI means a digital agent configured on the Evolus platform that operates on behalf of the Customer, with access — where authorised — to productivity tools (email, instant messaging, calendar, document management) and with language processing, voice synthesis and process automation capabilities.

Provider means CodeDesign S.r.l., with registered office at Via Nino Pesce 38 18018, Taggia (IM), P. IVA IT01739830089.

Customer means the entity (legal or natural person) that subscribes to the Evolus platform and uses its services.

User means any natural person authorised by the Customer to access and use the Evolus platform, including the Employee AI acting on behalf of the Customer.

Agreement means the body of these Terms, any Data Processing Authorisation (DPA) signed between the Parties, and any commercial proposal or purchase order accepted by the Provider.

Service means the body of features of the Evolus platform made available to the Customer according to the subscribed plan.

2. Subject Matter of the Service

2.1 The Provider makes available to the Customer the Evolus platform in SaaS (Software as a Service) mode, including the following features, which vary according to the subscribed plan:

• a) Evolus Dashboard: web interface for configuring, monitoring and managing the Employee AI and automations;
• b) Employee AI: configurable digital agent, with access to productivity tools and multi-channel conversational capabilities (email, instant messaging, voice);
• c) Integrated Knowledge Base: document management and information retrieval based on RAG (Retrieval Augmented Generation);
• d) Automations and workflows: execution of business processes configurable in no-code mode;
• e) Safety Engine: integrated system protecting against prompt injection, data leakage and improper use;
• f) Monitoring and audit trail: recording and tracking of all activities performed by the Employee AI.

2.2 Activation of the Service is subject to the signing of the Agreement and to the technical configuration of the Employee AI according to the instructions provided by the Customer.

3. Access and Credentials

3.1 The Provider supplies the Customer with the credentials for accessing the Evolus dashboard and the configured Employee AI. The credentials are:

• a) personal and confidential, not transferable to third parties without the Provider's written authorisation;
• b) kept under the full responsibility of the Customer.

3.2 The Customer undertakes to:

• a) maintain the confidentiality of the credentials;
• b) immediately notify the Provider of any unauthorised access or security breach;
• c) promptly deactivate the accounts of Users that are no longer authorised.

3.3 Any action performed using the Customer's credentials shall be deemed carried out by the Customer itself, who assumes full responsibility for it.

4. Provider's Obligations

4.1 The Provider undertakes to:

• a) provide the Service with professionalism, diligence and in compliance with the technical specifications described in the official documentation;
• b) guarantee a level of Service availability (uptime) consistent with that indicated in any Service Level Agreement (SLA) signed between the Parties;
• c) adopt technical and organisational measures adequate to ensure the security, integrity and confidentiality of the Customer's data, as detailed in the Data Processing Authorisation;
• d) provide technical support to the Customer through the official assistance channels (email, portal);
• e) periodically update and improve the platform, ensuring compatibility with the configurations in use by the Customer, save for substantial changes that require agreed adjustments.

4.2 The Provider is not obliged to:

• a) verify the lawfulness or correctness of the content that the Customer or Users enter into the platform;
• b) supervise the use that the Customer makes of the Service beyond the automatic monitoring tools of the Safety Engine.

5. Customer's Obligations

5.1 The Customer undertakes to:

• a) use the Service in compliance with applicable law and these Terms;
• b) provide the Provider with the information and cooperation necessary for the configuration and provision of the Service;
• c) not use the Service for unlawful or unauthorised purposes;
• d) not attempt to circumvent or disable the platform's security measures (including the Safety Engine);
• e) obtain all the authorisations and consents necessary from Users and data subjects for the processing of personal data through the platform;
• f) adequately inform its employees and collaborators about the use of the Employee AI and the scope of the accessible data.

5.2 The Customer acknowledges that the Employee AI:

• a) operates on the basis of the instructions, configurations and data provided by the Customer itself;
• b) is a support and automation tool, not a substitute for human judgement — the Customer remains responsible for the decisions taken on the basis of the generated outputs;
• c) may provide inaccurate or incomplete information (a phenomenon known as "hallucination" in language models) — the Customer is required to verify critical outputs before relying on them.

6. Limitation of Liability

6.1 EXCLUSION OF WARRANTIES. Save as expressly stated in these Terms, the Service is provided "as is". The Provider makes no warranty, express or implied, regarding:

• a) the absence of interruptions, errors or malfunctions of the Service;
• b) the accuracy, completeness or reliability of the outputs generated by the Employee AI;
• c) the suitability of the Service to meet specific needs of the Customer not expressly agreed.

6.2 LIMITATION OF DAMAGES. Without prejudice to what is mandatorily provided for by law:

• a) the Provider shall not be liable for indirect, consequential, incidental, special or punitive damages, including — by way of example — loss of profits, loss of business opportunities, reputational harm, business interruption, loss of data or replacement costs;
• b) the Provider's total liability, on any basis, shall be limited to the amount paid by the Customer for the Service in the twelve (12) months preceding the event giving rise to the liability.

6.3 FORCE MAJEURE. The Provider shall not be liable for non-performance due to force majeure events, including — by way of example — natural disasters, wars, terrorist acts, epidemics, measures of public authorities, interruptions of telecommunication networks not attributable to the Provider, DDoS attacks or other malicious actions of third parties not preventable by reasonable measures.

7. Intellectual Property

7.1 Evolus Platform. All intellectual property rights relating to the Evolus platform — including software, source code, interfaces, design, documentation, trademarks and know-how — remain the exclusive property of CodeDesign S.r.l. or its licensors. The signing of the Agreement does not transfer to the Customer any ownership right over the platform.

7.2 Licence of use. The Provider grants the Customer a non-exclusive, non-transferable and non-sublicensable licence of use, limited to the validity period of the subscription and limited to the use of the platform for the Customer's business purposes.

7.3 Customer Data and Content. The data, documents and content entered by the Customer into the platform remain the exclusive property of the Customer. The Provider acquires no right over such data beyond what is necessary for the provision of the Service.

7.4 Custom Configurations. The configurations, scripts and automations developed by or for the Customer on the Evolus platform belong to the Customer, without prejudice to the Provider's ownership of the underlying platform and of the standard components.

8. Fees and Invoicing

8.1 The fees for the Service are determined on the basis of the subscription plan subscribed by the Customer, as per the commercial proposal or purchase order accepted by the Provider.

8.2 Unless otherwise agreed:

• a) subscriptions have a quarterly or annual term with automatic renewal;
• b) payment is made in advance with respect to the relevant period;
• c) in the event of non-payment, the Provider reserves the right to suspend the Service with 15 days' notice.

8.3 All fees are exclusive of VAT and of any other applicable taxes.

9. Term and Withdrawal

9.1 The Agreement has the term indicated in the commercial proposal or in the purchase order.

9.2 Withdrawal by the Customer. The Customer may withdraw from the Agreement with written notice of at least 30 days before the expiry of the current subscription period. In the event of early withdrawal, the Customer is not entitled to a refund of the fees already paid for the unused period, unless otherwise agreed.

9.3 Withdrawal by the Provider. The Provider may withdraw from the Agreement with written notice of at least 60 days. In the event of withdrawal by the Provider without just cause, the Customer is entitled to a proportional refund of the fees paid for the unused period.

9.4 Termination for breach. Each Party may terminate the Agreement with immediate effect, by written communication, in the event of a serious breach by the other Party not remedied within 15 days of the written request to perform.

10. Trial Period

10.1 Where agreed between the Parties, the Customer may benefit from a free trial period of the Service ("Trial") of the duration indicated in the trial agreement.

10.2 During the Trial:

• a) the Customer has access to the features provided for in the trial agreement;
• b) these Terms apply in full, with the exception of the provisions relating to fees (art. 8), which remain suspended for the duration of the Trial;
• c) at the end of the Trial, the Customer may subscribe to a paid subscription; failing that, access to the Service will be deactivated and the Customer's data will be deleted within 30 days.

11. Confidentiality and protection of personal data

11.1 Each Party undertakes to maintain the utmost confidentiality over all the commercial, technical and operational information of the other Party of which it becomes aware in the course of the performance of the Agreement ("Confidential Information").

11.2 The following does not constitute Confidential Information:

• a) information that is or becomes publicly available without breach of the Agreement;
• b) information that was already in the possession of the receiving Party before the disclosure;
• c) information that is disclosed by third parties without an obligation of confidentiality;
• d) information that must be disclosed by legal obligation or by order of the authority.

11.3 The confidentiality obligation remains in force for the entire duration of the Agreement and for the 5 years following its termination.

11.4 For the activities covered by this Agreement that involve a processing of personal data carried out by the Provider on behalf of the Customer, the latter appoints the Provider as data processor pursuant to art. 28 of Regulation (EU) 2016/679 by means of a separate act which, once signed by the Parties, will form an integral and substantial part of this act.

11.5 The parties declare that they have exchanged and reviewed their respective privacy notices on the processing of personal data for the purposes of managing the contractual relationship between them.

12. Amendments to the Terms

12.1 The Provider reserves the right to amend these Terms. The amendments will be communicated to the Customer with at least 30 days' notice.

12.2 If the Customer does not accept the amendments, it has the right to withdraw from the Agreement with effect from the date of entry into force of the new Terms, by giving written notice to the Provider within the notice period.

13. Final Provisions

13.1 Communications. All communications between the Parties relating to the Agreement must be made in writing to the contact details indicated upon signing.

13.2 Assignment. The Customer may not assign the Agreement to third parties without the Provider's prior written consent.

13.3 Partial invalidity. Any invalidity or ineffectiveness of one or more clauses of these Terms does not affect the validity of the remaining clauses.

13.4 Applicable law and competent court. These Terms are governed by Italian law. Any dispute arising from the Agreement shall be submitted to the exclusive jurisdiction of the Court of Imperia.