TERMS AND CONDITIONS

1. Purpose and Definitions

1.1.These general terms and conditions ("Terms and Conditions") set out the terms and conditions governing the provision, by Aurora Technologies S.r.l., with registered office at Via Fornace, 40 – 20033, Solaro (MI), VAT No. 14056600969, in the person of its pro tempore legal representative Mirco Dalla Torre (the "Company"), of services through the https://www.hotely.ai/ platform (the "Platform") which include, by way of example and without limitation, the use by the user (the "User" and, together with the Company, the "Parties") of a virtual assistant based on artificial intelligence, designed for hotels, resorts and accommodation facilities, which enables the automated and multilingual management of chats, calls and guest requests, as well as the creation of interactive digital menus and integration with communication and booking systems (jointly, the "Services"), by purchasing a specific subscription (the "Subscription").

1.2.The Terms and Conditions shall be effective from the time they are accepted through registration ("Registration") by the User and shall remain in force until termination or rescission by either of the Parties in accordance with the procedures set out below in these Terms and Conditions.

2. Conclusion of the Terms and Conditions

2.1.The User declares that they have read and expressly accepted the Terms and Conditions at the time when Registration takes place and an account (the "Account") is created and the related Subscription is purchased. The Terms and Conditions shall be deemed to apply indistinctly to all Users who make use of all or part of the Services.

2.2.At the time of Registration, the User may choose, among the plans available on the Platform, a monthly Subscription, with automatic renewal every 30 (thirty) days, or an annual Subscription, with automatic renewal every 12 (twelve) months. It is understood that the features, fees and Services included in the different Subscriptions are indicated in the relevant section on the Platform: Pricing.

2.3.If the User does not intend to accept even one of the terms and conditions of the Terms and Conditions, they are invited to refrain from using the Platform.

2.4.The User acknowledges and agrees that the Company reserves the right to amend the Terms and Conditions at any time, at its sole discretion, by informing the User by publication on the Platform, including any changes to the Services provided and to the price list. Mere use of the Platform after such change shall constitute full acceptance by the User of the change. The User acknowledges and agrees, therefore, that it is their responsibility to check the Platform before using it, in order to verify whether changes to the Terms and Conditions have been made.

2.5.The User acknowledges and agrees that the Platform may also contain links to websites external to the Platform itself, which will be governed by terms and conditions that are different and additional to these Terms and Conditions. In this regard, the User acknowledges and agrees that in order to use any service included in such websites, they must review and accept the relevant documentation, in relation to which the Company declines all liability, and the User waives any claim in this respect against the Company, even by way of indemnity, reimbursement or compensation.

2.6.If the User does not intend to accept the provisions of any amendments, they must immediately unsubscribe from the Platform, in the manner indicated below.

3. Closure and Deletion of the Account

3.1.The User has the right to stop using the Platform by sending a specific written communication to the certified email address auroratechnologies@pec.it.

3.2.Once the Account has been closed, the User will no longer be able to use the Services and the Account will be deleted; therefore, any Services already requested and paid for by the User will no longer be provided.

4. Selection of Services and Payments

4.1.For the purposes of these Terms and Conditions, the User may choose the Subscription of interest, and once selected, the User will be redirected to the appropriate page to proceed with payment for the selected Service.

4.2.In order to proceed with payment of the Subscription, the User must follow the instructions on the Platform, use the specific page made available by the Company and enter all the data required for invoicing. For payment management and all data necessary to make payments, the Company relies on the most common digital transaction platforms, i.e. third-party companies with respect to the Company. At no time during the purchase procedure described above is the Company able to learn the information relating to the User’s credit card. Under no circumstances may the Company be held liable for any fraudulent or improper use of credit cards or for the management of data required for payment by third parties.

4.3.In the case of payment by credit card, at the conclusion of the online transaction, the relevant payment gateway will authorise only the amount relating to the purchase made. The relevant amount will be charged to the User’s credit card at the time of purchase.

4.4.At the end of the payment procedure, the User will receive, at the e-mail address entered during Registration, a confirmation e-mail of the successful purchase of the Subscription and the selected Service.

5. Description of the Services

5.1.Through the Platform and the Services, the User may use artificial intelligence tools made available by Hotely. In this regard, the User hereby represents and warrants that (i) they have previously read and understood all contractual documentation relating to the use of such artificial intelligence tools ("AI Platforms"), where provided by the Company, (ii) they accept its content (as from time to time defined and/or updated by the AI Platforms), and (iii) they undertake to comply with and use such tools in accordance with the provisions of such contractual documentation. Without prejudice to the foregoing, the User acknowledges and agrees that the Company may not be held liable for errors and/or delays in the provision of the Services and/or for malfunctions not directly and exclusively related to the activities of the Company itself concerning the AI Platforms, and the User hereby waives any claim in this respect against the Company, including by way of reimbursement and/or compensation.

5.2.Without prejudice to the foregoing, the User expressly acknowledges and agrees that the artificial intelligence functionalities, including automatic and multilingual translation functionalities, may generate inaccurate results or results that do not fully match the original content. In this respect, the Company may not be held liable for any errors, omissions or misunderstandings arising from such translations or linguistic adaptations.

6. Intellectual Property Rights

6.1.The User acknowledges and agrees that the rights in and to the Platform and the Services are the exclusive property of the Company and/or of third parties that have granted the Company a licence to use them, and are protected against unauthorised use, copying and dissemination by intellectual and industrial property laws (the "Rights"). Mere use of the Services does not give rise to any rights in favour of the User, including, by way of example and without limitation, intellectual and industrial property rights in the Platform and/or the Services in whole or in part, and the User may not use the Rights in any way, except to the extent strictly necessary to use the Services and for the duration thereof.

6.2.Except to the extent necessary to use the Services, the User may not download, copy, use, transfer, rent, lend, modify, adapt, attempt to modify or alter the source code, perform reverse engineering, decompile, disassemble or otherwise operate, in whole or in any part, on the Platform.

6.3.Unless otherwise provided herein, nothing contained in the Terms and Conditions or elsewhere shall be construed as granting or implying any licence or transfer of the Rights to the User, whether by acquiescence or otherwise. Unauthorised use, copying, reproduction, modification, republication, updating, downloading, mailing, transmission, distribution or duplication or any other misuse of the Platform, the Services and everything that is the object of or incorporates the Rights by the User shall be considered prohibited. As a user of the Platform and Services, the User undertakes not to use the Rights for unlawful purposes and/or in breach of the provisions of the Terms and Conditions and undertakes not to infringe the Rights of the Company and/or of third-party licensors as described in the Terms and Conditions.

6.4.Where necessary for the performance of the Services, the User undertakes to grant the Company a non-exclusive, royalty-free licence, limited to the duration of the Terms and Conditions, in respect of the Rights for the exploitation of any and all material already existing prior to the execution of the Terms and Conditions such as, by way of example and without limitation, trademarks, proprietary formats, content, technical and commercial know-how, menus and images (the "Materials"). The User acknowledges and agrees that, by virtue of this licence of the Rights, the Company may, for the purposes of performing the Services, modify, adapt, rework and/or translate the Materials, including by means of AI Platforms, without prejudice to the provisions of Article 5.1 of the Terms and Conditions.

6.5.With regard to any Materials of the User provided to the Company for the performance of the Services, the User represents and warrants that: (i) they are suitable for use in connection with the Services; (ii) they do not infringe any third-party rights, including the Rights and image rights, and there are no impediments of any kind to their use by the Company and any third party collaborating with the Company in the provision of the Services; and (iii) they do not infringe any laws or regulations in force in the territory in which the Services are provided.

6.6.Without prejudice to the foregoing, the User hereby undertakes to indemnify and hold the Company harmless from and against any damage or loss arising from or connected with (i) the untruthfulness and/or incompleteness of the statement in Article 6.5 above and/or (ii) the use by the User of the Platform, the Services and everything that is the object of or incorporates the Rights in breach of the provisions of the Terms and Conditions.

6.7.The User hereby authorises the Company (i) to mention what has been created in the context of the performance of the Terms and Conditions in its portfolio, through its website, in press releases relating to its business, on the Company’s social media profiles, in public and private tenders, and in showreels, and (ii) to mention the User in the Company’s references, on the Company’s website, on the Company’s social media profiles, in public and private tenders and in showreels.

7. User Declarations and Warranties

7.1.The User declares and warrants that:

a)they have read and understood the Terms and Conditions;

b)they have the necessary powers to act for the purposes of the Terms and Conditions and the capacity to act and to enter into legally binding agreements;

c)the data provided at the time of Registration are correct and truthful;

d)following Registration, they will not transfer or allow third parties to access the Account;

e) they will refrain from any form of direct and/or indirect use of the Platform and the Services that is contrary to the law or not in compliance with the provisions of the Terms and Conditions;

f) any and all material provided to the Company in connection with the Services does not infringe the rights of third parties, including image rights, intellectual property rights and, more generally, the legislation applicable to such rights, including data protection and privacy legislation;

g) they will not use so-called spamming systems, chain letters or pyramid selling;

h) they will not spread viruses, spyware, adware, rootkits, backdoors, trojans or other similar cyber threats.

7.2.The User undertakes to use the equipment and applications necessary to make use of the Services, such as, by way of example, Internet services and, in this respect, the Company may not be held liable for any malfunction, inability to access or poor conditions of use of the Platform attributable, by way of example, to unsuitable equipment.

7.3.The User undertakes to comply with the FAQs or other operational instructions made available by the Company on the Platform (and duly notified to the User when creating an Account or by e-mail or other notification), which shall be deemed an integral and essential part of these Terms and Conditions.

7.4.The User hereby undertakes to indemnify and hold the Company harmless from and against any damage, liability, cost, charge or expense, including legal fees, incurred by the Company, directly or indirectly, as a result of the User’s breach of the warranties given in this Article and, more generally, of the provisions of the Terms and Conditions.

7.5.The User acknowledges and agrees that, unless otherwise expressly provided in the Terms and Conditions, the Company does not make any representation or warranty, express or implied, regarding the Platform, the Services and all information contained therein. In this respect, the User acknowledges and expressly agrees that opening the Platform is a technical function that the Company makes available to the User, but that the Company does not make any representation or warranty, express or implied, regarding searches carried out by means of such function.

8. Liability – Limitation of Liability in Favour of the Company

8.1.The User acknowledges and agrees that, unless otherwise expressly provided in the Terms and Conditions, the Company does not make any representation or warranty, express or implied, regarding the Services and the Platform, their accuracy or their state of updating.

8.2.The User acknowledges and expressly agrees, moreover, that the Company merely provides a technology that facilitates interaction between the User and its guests or end customers, as well as all other persons who interact with the Platform (the "Visitors"), and remains entirely uninvolved in the contractual relationships established between the parties. Therefore, under no circumstances may the Company be held liable, by way of example and without limitation, for errors or disruptions relating to bookings – including cases of overbooking or incorrect allocation of rooms or tables – for failure by the User to provide services or for incorrect provision of services by the User, for inaccurate or incomplete information provided to Visitors, or for any damages, allergic reactions or injuries arising from food or products served, nor for any errors, delays, disputes or missing credits relating to payments or transactions carried out through third-party systems or CRMs integrated into the Platform and, in general, for violations of the legislation applicable to the User’s services.

8.3.Furthermore, the Company is only responsible for navigation within the Platform and for the processing of personal data connected with such navigation. Any activity related to the possible interaction/connection and/or synchronisation between the Platform and third-party systems used by the User, including via links contained in the Platform itself, falls under the exclusive responsibility of the User and/or the Visitor and/or the provider of such third-party systems.

8.4.The User hereby waives any claim, including by way of reimbursement or compensation, relating, by way of example, to the accuracy and/or updating of the Platform.

8.5.The User acknowledges and expressly agrees that, in the event of a breach or suspected breach by the User of the law, of third-party rights or of the Terms and Conditions, the Company may, at its sole discretion, suspend, block or delete the User’s Account, prevent access to the Platform or take any other action necessary to protect the Company’s rights, without paying any compensation to the User and without the User being entitled to claim any.

8.6.Without prejudice to cases of wilful misconduct or gross negligence, the User (i) acknowledges and agrees that the Company shall in no way be liable to the User for any damages, losses, costs, charges and expenses, whether direct or indirect, including any legal fees, suffered and/or incurred by the User in connection with the Services and/or the results obtained by the User by using the Services and the Platform, whether positive or negative; (ii) hereby waives any claim, including by way of reimbursement or compensation, against the Company; and (iii) agrees that the Company shall not be liable for any consequences that may arise for the User from the implementation of the Services and/or the suggestions and/or anything else provided by the Company through the Services. Any actions taken by the User in any area that is directly or indirectly related to the Services shall be solely attributable to the User and under no circumstances may the Company be held liable for any possible negative consequences, losses and/or damages arising from decisions taken (and/or not taken) by the User following use of the Services. Without prejudice to the foregoing, the Company shall also in no way be liable to the User for any delays or failure to perform its obligations in relation to the Services if such delays or failures are due to force majeure events.

8.7.In any event, and to the extent permitted by law, neither the Company nor any of its operators, officers, employees, representatives, subsidiaries, affiliates, licensors, agents or any other persons involved in the production, sponsorship or promotion of the Platform shall be held liable for (i) direct or indirect damages connected with the use of the Platform and the use of the Services, including property damage arising from theft or tampering, or damages relating to physical injury or death; (ii) direct or indirect damages to honour and reputation suffered in the course of using the Platform and the Services.

9. Indemnity

9.1.The User undertakes to indemnify and hold harmless the Company, its subsidiaries and affiliates and their respective representatives, partners and employees from any damage, liability, cost, charge or expense, including legal fees, arising from claims made by third parties as a consequence of the User’s use of the Platform and the Services in a manner that does not comply with the Terms and Conditions and/or of any breach of the conditions set out therein, including the declarations and warranties in the relevant section of the Terms and Conditions.

9.2.In addition to the foregoing, the User hereby undertakes to indemnify and hold harmless the Company, its subsidiaries and affiliates and their respective representatives, partners and employees from any damage, liability, cost, charge or expense, including legal fees, arising from the relationships between the User and the Visitors or, more generally, from the use of the Platform for purposes other than those permitted by these Terms and Conditions.

10. Processing of Personal Data

10.1.Pursuant to and for the purposes of Legislative Decree No. 196 of 30 June 2003, as amended by Legislative Decree No. 101 of 10 August 2018 (the "Code"), EU Regulation 679/2016 (the "Regulation"), and any other data protection legislation applicable in Italy, already in force or entering into force after the date of signature of these Terms and Conditions, including the measures issued by the Italian Data Protection Authority implementing the Code and/or the Regulation (jointly, "Privacy Legislation"), the Company, as data controller, will process, by automated and non-automated means, the personal data provided directly by the User or of which the Company becomes aware during the term of the Terms and Conditions and in any case connected with the Terms and Conditions themselves (the "User Data"), solely for management and administrative purposes relating to the performance of contractual and statutory obligations. The provision of User Data is necessary to fulfil those purposes and, in the absence thereof, it will not be possible to pursue them in whole or in part. User Data will be processed by the Company only using methods and procedures necessary to pursue the purposes indicated. In relation to the processing of User Data referred to in this Article, data subjects will have the right to know, erase, rectify, update, supplement and object to the processing of their personal data, as well as all the other rights referred to in the Regulation.

10.2.The Company will not use User Data for marketing purposes and/or to send commercial communications and/or for direct sales without having obtained the prior express consent of the data subjects, in compliance with the provisions of the Privacy Legislation. To better understand how the Company processes User Data, please consult the Privacy Policy available at the following link: https://www.hotely.ai/privacy-policy.

10.3.The User may, by accessing their account, correct, rectify or update their personal data at any time. Should the User decide to block and/or delete their profile, all data stored relating to the User will be deleted by the Company. If the complete deletion of the User’s data is not permitted and/or the retention of a copy of information relating to the User is required by law, the data will be blocked with respect to any further processing.

10.4.The User acknowledges and agrees that they are solely responsible for all data eventually and voluntarily shared with the public, by publishing and/or sharing such information with third parties, and undertakes to indemnify and hold the Company harmless from any claim, cost or charge that may arise for the User from any unauthorised processing of such data by Visitors or the aforesaid third parties.

10.5.If the provision of Services entails the processing of personal data by the Company on behalf of the User, such activities will be carried out by the Company in its capacity as data processor, following appointment pursuant to and for the purposes of Article 28 of the GDPR under the following link: [insert link] (the "Controller Appointment"), which forms an integral part of these Terms and Conditions. Such processing, in particular, will be carried out exclusively where necessary and for the purposes associated with the provision of the Services and, in any event, in compliance with the Privacy Legislation.

10.6.More specifically, the Company, as Data Processor, will process the personal data relating to the Visitors who interact with the Services provided through the Platform (jointly, the "Personal Data").

10.7.With regard to the processing of Personal Data, the User, as Data Controller, is responsible for providing Visitors with their own privacy notice, as well as for ensuring that the processing of Personal Data is carried out in compliance with the Privacy Legislation, with particular regard to the existence of an appropriate legal basis underpinning the processing of such Personal Data, including the obtaining of valid consent from data subjects, where required by the Privacy Legislation.

10.8.The Company, in its capacity as Data Processor of Personal Data and by making its technology available to the User, warrants that the Platform is structured in such a way as to enable the User to comply with the provisions of Article 10.7 above. In particular, through the Platform, the User is able to:

- Insert, in the first message of interaction with Visitors, a link through which to present their own privacy notice relating to the processing of Personal Data necessary for interaction with the Platform;

- Obtain and record any consent – given in an express, free and optional manner – for each purpose of processing (such as, for example, marketing, cross-selling and/or up-selling activities) for which such consent is required under the Privacy Legislation;

- Process Personal Data in ways that fully comply with the Privacy Legislation, with particular regard to the principles of Privacy by Design and Privacy by Default.

10.9.Pursuant to Article 2.1.6 of the Controller Appointment, the User grants the Company a general written authorisation to appoint, as sub-processors, its technology suppliers whose services are instrumental to the provision of the Services, by means of an act substantially equivalent to the Controller Appointment. At the User’s request, the Company may provide the User with an up-to-date list of its Sub-Processors and the service conditions applied by them. In the event of the User’s objection to the appointment of new Sub-Processors, the conditions set out in Article 2.1.6 of the Controller Appointment will apply.

11. Assignment

11.1.The User may not assign the Terms and Conditions, in whole or in part, to third parties.

12. Duration and Survival of Clauses

12.1.The Terms and Conditions shall be effective from the date of their acceptance and shall remain in force for the duration of the Subscription purchased, as indicated on the Platform. Upon expiry of this term, the Terms and Conditions shall be automatically renewed for successive periods of equal duration, unless terminated early under the terms described in the Terms and Conditions and as provided below. In any event, it is understood that early termination shall take effect at the end of the current Subscription period.

12.2.The provisions of the Terms and Conditions contained in the following sections shall remain valid and effective even after the expiry of the Terms and Conditions: 6. Intellectual Property Rights; 7. User Declarations and Warranties; 8. Liability – Limitation of Liability in Favour of the Company; 9. Indemnity; 10. Duration and Survival of Clauses; 14. Governing Law and Jurisdiction; 15. General Provisions.

13. Termination

13.1.Pursuant to Article 1456 of the Italian Civil Code, the Company may terminate the Terms and Conditions with immediate effect by simply sending a written notice to the User by certified e-mail or registered letter with return receipt if the User has breached one or more of the following provisions of the Terms and Conditions: 6. Intellectual Property Rights; 7. User Declarations and Warranties; 11. Assignment. In any case, the Company’s right to claim further damages shall remain unaffected.

14. Governing Law and Jurisdiction

14.1.The Terms and Conditions shall be governed entirely by Italian law.

14.2.Without prejudice to the provisions for the protection of consumers in respect of jurisdiction, any dispute arising between the Parties in relation to the validity, interpretation, performance and termination of the Terms and Conditions and/or in connection with the Terms and Conditions shall fall within the exclusive jurisdiction of the Court of Milan, to the exclusion of any other, even concurrent or alternative, court.

15. General Provisions

15.1.Any tolerance shown by the Company towards the User’s conduct that is in breach of any provision of the Terms and Conditions shall not constitute a waiver of the rights arising from the provision breached, nor of the right to demand the proper performance of all provisions of the Terms and Conditions.

15.2.Failure by the Company to exercise, or delay in exercising, any right under the Terms and Conditions shall not constitute a waiver of such right.

15.3.The Terms and Conditions constitute the entire agreement between the Parties with respect to their subject matter and supersede all prior communications, statements, understandings and agreements, whether oral or written, between the Parties.

15.4.Should any term or other provision of the Terms and Conditions be declared null and void, voidable or unenforceable, all other terms and provisions of the Terms and Conditions shall nevertheless remain fully valid and effective.

15.5.The Parties act in full autonomy and independence. The Terms and Conditions shall not create any relationship of cooperation, agency, association, intermediation or employment between them.

15.6.In the event of any complaint regarding any Service, please contact the Company at the following e-mail address: info@auroratechnologies.ai.