Terms & Conditions

Commercial Terms

These commercial terms (hereinafter, "Commercial Terms") are entered into between Nexys and the Customer, hereinafter, jointly referred to as the "Parties" and, individually, "Party".

Recitals

A. Nexys is a limited liability company that offers a suite of Visual AI SaaS products accessible as a web platform delivered via browser upon account registration, or as a direct plug-in on the Customer's website.

B. Nexys has developed a software platform comprising proprietary artificial intelligence models, source code, user interface, databases, trademarks and technical documentation, and specific features made available by Nexys (hereinafter, "Services").

C. The Customer has transmitted (physically or by electronic means) to Nexys an order form indicating the Services to which it requests to have access for the purposes of their use (hereinafter, "Order Form").

Having stated the foregoing, which forms an integral part of the Commercial Terms, the Parties agree and stipulate as follows:

1. Contract

1.1. The Commercial Terms, together with the Order Form, jointly constitute the agreement between the Parties (hereinafter, "Contract"). Unless otherwise agreed in writing, the Contract constitutes the entire agreement between the Parties with respect to its subject matter and supersedes any other agreement, communication, and understanding, written or oral.

1.2. In the event of a conflict between the Order Form and the Commercial Terms, the Order Form prevails.

1.3. The Contract is deemed accepted by the Customer by physical signature of the Commercial Terms and the Order Form, or online, by clicking the "I Accept" box and, in any case, by accessing the Services referred to in the Order Form transmitted to Nexys, including electronically. Upon acceptance of the Contract, the Customer is also deemed to have read and accepted: (i) the terms of use applicable to any end users (hereinafter, "Terms of Use"); (ii) the Service usage policy (hereinafter, "Usage Policy"); (iii) the policy governing the sharing and publication of content generated through the Services (hereinafter, "Sharing and Publication Policy"); (iv) the terms governing prepaid, redeemable credits for the Services (hereinafter, "Service Credit Terms"); (v) any special terms applicable to the Services; and (vi) the Privacy Notice, prepared by Nexys and available on the ProVirtual Stage website.

2. Subject Matter of the Commercial Terms

2.1. The Commercial Terms govern the access to and use, by the Customer, of the Services referred to in the Order Form, in accordance with the Commercial Terms. The Customer's right of access to and use of the Services is not exclusive.

2.2. The right of access to and use of the Services includes the Customer's right to integrate them, via a direct plug-in, into its own website, making them available to any end users, in accordance with the Terms of Use. The Customer is responsible for the use of the Services in accordance with the Terms of Use by end users.

2.3. In consideration of access to and use of the Services, the Customer undertakes to pay Nexys a price (hereinafter, "Fee"), to be calculated and paid in the manner and on the terms set out in the Contract.

2.4. Upon execution of the Contract, Nexys does not in any way transfer ownership of the Services to the Customer.

3. Content

3.1. The Customer may provide input to the Services (hereinafter, "Input") and receive output from the Services (hereinafter, "Output". Input and Output, jointly, "Content").

3.2. The Customer is solely responsible for the Content generated by its use of the Services, and warrants that it does not violate applicable law. By way of example and not limitation, the Customer represents, on its own behalf and on behalf of any end users, that the Input:

• (i) will not infringe third-party intellectual property, privacy, or other rights;
• (ii) will not contain unlawful, offensive, confidential data, and/or data otherwise contrary to applicable law; and
• (iii) will have been lawfully acquired or produced, in compliance with applicable law.

3.3. The Customer represents, under its sole responsibility, that it holds all rights, licenses, and permissions necessary to provide Input to the Services.

4. Update and Modification of the Services

4.1. Nexys has the right to update or modify the Services without the Customer's prior consent. It is understood that, where an update significantly reduces the functionality of the Services, Nexys undertakes to notify the Customer, by notice to the e-mail address indicated on the Customer's account, at least 10 days before the scheduled update date.

4.2. Within 10 (ten) days of receiving the notice referred to in Article 4.1 above, the Customer may withdraw from the Contract, by notice sent via certified e-mail (PEC) to the address amministrazione@pec.nexys.it; the Customer's withdrawal takes effect 30 (thirty) days after transmission of the notice of intent to withdraw from the Contract. The Customer's withdrawal does not entitle it to a refund of amounts already paid as Fees for the period preceding and/or following the withdrawal date.

5. Customer Obligations Relating to the Services and Content

5.1. The Customer undertakes to provide Nexys with accurate and up-to-date information about its account. Furthermore, the Customer undertakes not to share its account access credentials among multiple users outside its own organization.

5.2. The Customer undertakes not to resell or rent access to its own account or to any end-user account it administers.

5.3. Should it become aware of unauthorized access to its account, the Customer undertakes to promptly notify Nexys, further acknowledging its unappealable right to suspend the account and the provision of the Services until the unauthorized access is removed, or to delete the account where, in the sole and unappealable judgment of Nexys, it may represent a threat to IT security or to the provision of the Services.

5.4. The Customer shall not, and shall not permit any end users to:

• (i) use the Services or the Customer's Content in a manner that violates applicable laws or the policies of Nexys as applicable from time to time;
• (ii) use the Services or the Customer's Content in a manner that infringes the rights of third parties;
• (iii) allow minors to use the Services;
• (iv) perform reverse engineering on the Services;
• (v) use the Output to develop artificial intelligence models competing with the Services;
• (vi) extract data from the Services in any manner other than that permitted under the Contract;
• (vii) purchase, sell, or transfer to third parties the access keys to the Services; and
• (viii) breach or in any way circumvent the access and security systems of the Services.

5.5. In the event the Customer breaches the obligations set out in Article 5.4 above, Nexys will have the right to terminate the Contract and the Customer waives the return, even partial, for the remaining part, of the Fee due or already paid.

5.6. Where the Customer intends to make use, or to allow use by end users, of the Services in states outside the European Union, it undertakes to inform Nexys and assumes all responsibility relating to the Services' compliance with applicable law. To this end, it undertakes to defend, indemnify, and hold harmless (including related reasonable legal costs) Nexys against any liability, direct or indirect, that may arise from use, made by the Customer and/or by end users, of the Services outside the European Union.

5.7. The Customer undertakes to exercise its right of access to and use of the Services in accordance with the Usage Policy and the Sharing and Publication Policy.

6. Fee and Payment Methods

6.1. The Customer undertakes to pay Nexys the Fee.

6.2. The Fee, which is non-refundable unless otherwise agreed in writing between the Parties, is to be calculated on the terms and on the basis of the rates set out in the Order Form (hereinafter, "Rates").

6.3. Nexys reserves the right to modify the Rates in the event of significant changes in infrastructure and processing costs (e.g., computing/GPU capacity, energy costs, etc.), supplier costs, technological developments, and market adjustments. In the event of Rate increases, Nexys undertakes to notify the Customer at the address associated with its account with at least 15 (fifteen) days' notice before the updated Rates take effect. Where such increases result in an increase in the Rates of more than 50% (fifty percent), the Customer shall have the right to withdraw from the Contract, by notifying the certified e-mail (PEC) address amministrazione@pec.nexys.it, effective upon expiry of 15 (fifteen) days from the date of the notice. The Customer's withdrawal does not entitle it to a refund of amounts already paid as Fees for the period preceding and/or following the withdrawal date.

6.4. The Rates are exclusive of taxes, which Nexys will charge to the Customer as provided by the law applicable to the provision of the Services. The Fee must be paid in full, without any deduction or withholding of taxes, duties, levies, tributes, fees, or other charges of any nature imposed by any governmental authority. Should such deductions or withholdings be required by law, the Customer shall increase the Fee payment so that the net amount received equals the invoiced amount.

6.5. Where the Customer purchases Services subject to usage-based Rates, the Customer agrees that Nexys will charge the Fee based on consumption calculated at the sole and unappealable discretion of Nexys, which undertakes to provide, upon Customer request, a statement of actual consumption.

6.6. The Customer undertakes to pay the Fee in the manner and on the terms set out in the Order Form.

6.7. Where an automated payment method has been indicated in the Order Form, the Customer authorizes Nexys to charge it the Fee using that payment method. Nexys will issue a regular invoice upon the expiry of each Fee payment term indicated in the Order Form, in accordance with the billing information provided by the Customer under its sole responsibility.

6.8. Where no payment terms for the Fee are indicated in the Order Form, payment must be made within 30 (thirty) days from the issuance of the relevant invoice by Nexys.

6.9. In the event of non-payment of even a single invoice, Nexys shall have the right to suspend the provision of the Services to the Customer until the day following payment.

6.10. For payment of the Fee for certain Services, indicated by Nexys, the Customer may use prepaid, redeemable credits for the Services (hereinafter, "Service Credits"). Service Credits are subject to the Conditions for Service Credits of Nexys (hereinafter, "Service Credit Terms").

7. Affiliates

7.1. Nexys provides the Services to specific entities using dedicated workspaces and organizational IDs. Where expressly indicated and requested by the Customer in the Order Form, any affiliates of the Customer (e.g., subsidiaries, branches, franchised agencies) may use the Services within the same account, using the same dedicated workspaces and organizational IDs. It is understood that the Customer will in any case be solely responsible for all actions and omissions of its affiliates accessing and using the Services, in accordance with the Commercial Terms.

7.2. Where the purchase and use of the Services by the Customer's affiliates are intended to be separate from those of the Customer, each affiliate of the Customer must complete and submit a separate order form from the Order Form. In that case, Nexys undertakes to create separate workspaces and an organizational ID for each affiliate, ensuring the right of access to and use of the Services accordingly.

7.3. It is understood that any affiliates that have submitted a separate order form will be bound by the commercial terms applicable from time to time and will be required to pay the corresponding fee for the services of Nexys, unless otherwise agreed in writing whereby payment is delegated to and remains the responsibility of the Customer.

8. Renewal

8.1. Unless otherwise agreed between the Parties or otherwise indicated in the Order Form, the Validity Period automatically renews, for the same duration, upon its expiry.

8.2. The Customer may prevent automatic renewal by notice, to be sent by certified e-mail (PEC) to the address amministrazione@pec.nexys.it no later than 30 (thirty) days before the end date of the Validity Period. Within the same term, and in the same manner, the Customer may reduce or increase the Services to which it requests the right of access and use, by submitting a new order form. It is understood that, where the Customer decides to reduce the number of Services to which it requests the right of access and use, Nexys has the right to revise, upward or downward, the Rates on which the Fee is calculated, or to modify or remove any discounts applied.

8.3. In the event of automatic renewal, Nexys nonetheless retains the right to revise, upward or downward, the Fee for access to and use of the Services, in accordance with the Commercial Terms.

8.4. In the event of non-renewal, Nexys shall have the right to delete, after 15 (fifteen) days from the expiry of the Validity Period, the Customer's account as well as all accounts of any end users associated with or attributable to it. Where it intends to exercise this right, Nexys undertakes to notify the e-mail address associated with each affected account, with 5 (five) days' notice.

9. Customer Liability and Limitations of Liability of Nexys

9.1. The Customer is responsible for all activities occurring within its account and its use of the Services, including the activities of any end users.

9.2. The Services are provided "as is". To the extent permitted by the law applicable to the Contract, and unless otherwise agreed between the Parties, Nexys provides no warranty to the Customer, including any warranty of fitness for a particular use of the Services. Nexys does not warrant that the Services will meet the Customer's requirements, expectations, or needs, that the Content will be accurate, or that defects and/or malfunctions will be resolved within a reasonable time.

9.3. Nexys is in no way responsible for the Customer's Content, and the Customer undertakes to defend, indemnify, and hold harmless Nexys from any liability, damages, and costs (including reasonable legal costs) owed to third parties and arising from the Customer's use of the Services and Content in breach of the Contract or from end users' use in breach of the Terms of Use.

9.4. In connection with the performance of the Contract, Nexys is not liable, directly or indirectly, to the Customer except in cases of willful misconduct or gross negligence, and in any case up to the maximum amount of the Fees paid by the Customer in the last 12 (twelve) months of the Contract's effectiveness. Where the Contract has been in force between the Parties for less than 12 (twelve) months, the maximum liability of Nexys shall equal the Fees paid by the Customer during the period the Contract was in effect between the Parties.

9.5. Nexys is not liable for indirect or incidental damages, data loss, lost profits, or lost business opportunities arising from the Customer's use or inability to use the Services.

10. Confidentiality

10.1. The Customer agrees to:

• (i) use information relating to the Services (hereinafter, "Confidential Information") solely for the purpose of exercising its rights and performing its obligations under the Contract;
• (ii) take reasonable and effective measures to protect the Confidential Information; and
• (iii) not disclose the Confidential Information to third parties without the prior written consent of Nexys.

10.2. In the event the Customer breaches the obligations set out in Article 10.1 above, Nexys will have the right to terminate the Contract and the Customer waives the return, even partial, for the remaining part, of the Fee due or already paid.

11. Intellectual Property

11.1. The Contract does not transfer to the Customer any intellectual property right in the Services, of which Nexys remains the exclusive owner. The Customer obtains only a limited right of access to and use of the Services.

11.2. The Customer remains the sole owner of the intellectual property rights in the Content. However, the Customer grants Nexys limited rights, reasonably necessary to provide, modify, and update the Services, and to carry out the checks provided for under the Contract in order to verify the Customer's compliance in exercising access to and use of the Services.

11.3. It is understood that the Customer's Output may not be unique, and that other users, based on their own Input, may receive similar Output from the Services; accordingly, the transfer of intellectual property rights does not extend to Output generated by the Services for third-party users.

12. Miscellaneous

12.1. The Contract is governed by Italian law. All disputes concerning the validity, interpretation, and performance of the Contract shall be subject to the exclusive jurisdiction of the Court of Trieste.

12.2. If a provision of the Contract is deemed invalid or unenforceable, it will be modified to reflect the Parties' intent and only to the extent necessary to make it enforceable.

12.3. A waiver by Nexys to enforce a Customer default does not constitute a waiver to enforce the same default or any subsequent defaults.

12.4. The Customer may not assign the Contract under any circumstances, not even to a successor or purchaser, without the prior written consent of Nexys.

12.5. Nothing in this Contract shall be construed as establishing a company, partnership, or joint venture between Nexys and the Customer.

Terms of Use

1.1. These terms of use (hereinafter, "Terms of Use") apply to use, by the user (hereinafter, "User"), of the software "ProVirtual Stage" and all other associated services, technologies, software applications, and websites (hereinafter, "Services") provided by the company Nexys S.r.l. (with registered office at 34121 Trieste (TS), Galleria Arrigo Protti, no. 2; Tax Code and VAT No. 01447020320; hereinafter, "Nexys"), for personal, non-commercial use.

1.2. The Terms of Use, as well as the Privacy Notice, are deemed read and fully accepted by the User by clicking the "I Accept" box and, in any case, by accessing or using the Services.

1.3. Access to and use of the Services and other dedicated services, by businesses and developers, for professional or commercial purposes, is governed by the commercial terms of Nexys.

2. Additional Terms

2.1. Depending on the specific Service or the specific features used, additional terms and specific usage policies may apply to the Services. In particular, by way of example and not limitation:

• the usage policies (hereinafter, "Usage Policy"), which detail the use of the Services and Content;
• any service terms (hereinafter, "Service Terms"), which apply when using certain features;
• the sharing and publication policy (hereinafter, "Sharing and Publication Policy"), which sets out the rules that must be followed for sharing Content;
• the service credit terms (hereinafter, "Service Credit Terms"), which govern the purchase and use of prepaid, redeemable service credits for use of the Services (hereinafter, "Service Credits").

2.2. Upon acceptance of the Terms of Use, where applicable, the Usage Policy, the Service Terms, the Sharing and Publication Policy, and the Service Credit Terms are deemed fully read and accepted.

3. User Registration

3.1. To use the Services, the User must be at least 18 years old or the minimum age required by the law applicable to the individual. Use of the Services by minors is prohibited.

3.2. For the purposes of registering a personal account and using the Services, the User undertakes to provide truthful, accurate, and complete information.

3.3. The User undertakes not to share its account access credentials, nor make them available or transfer them to third parties. The User is solely responsible for all activities carried out through its account. Where the User creates an account or uses the Services on behalf of a third party, whether an individual or legal entity, that third party must have the authority to accept, in turn, the Terms of Use.

3.4. Where the User creates an account using an e-mail address owned by an organization (e.g., an employer), that account may be added to the organization's corporate account with Nexys. In such case, at the User's request, it will be possible to transfer the account, unless the organization owning the e-mail domain has already notified that it may monitor and control that account. It is understood that, once the account is transferred, the organization's administrator, subject to applicable law, may monitor the account, including the possibility of accessing the Content or limiting and/or removing access to the account.

3.5. The User may close its account at any time. Nexys may, at its sole and unappealable discretion, suspend or close the User's account: (i) where the User has violated the Terms of Use or other applicable terms or policies from time to time; (ii) where required or ordered by a Public Authority, including judicial authorities; and (iii) in cases where use of the account by the User is likely to cause IT risks or damage to Nexys and/or third parties. Where the User believes that its account has been suspended or closed in error, it may object by contacting Nexys's support service; it is understood that Nexys is in no way bound by any justifications the User may raise, and may in any case suspend or close the User's account at its sole and unappealable discretion.

4. Paid Accounts and Subscriptions

4.1. The Services allow the purchase of paid subscriptions to access advanced features, manageable by the User through their account settings.

4.2. All charges, including subscription fees or the purchase of any Service Credits, will be clearly disclosed to the User before proceeding with the purchase.

4.3. The User has the right to cancel the purchase and request a refund, without specifying a reason, within 14 days following the purchase date (hereinafter, "Cooling-Off Period"). The refund will proportionally cover the subscription fee, calculated from the date of the cancellation request to the end of the subscription period already paid for.

4.4. After the Cooling-Off Period, the User may cancel the paid subscription at any time by changing their account settings. It is understood that, for the remaining period from the time of cancellation, the User will continue to have access to the features covered by the subscription until the expiry of the validity period, after which no further charges will be made to them. Unless otherwise agreed in writing between Nexys and the User, no refund or Service Credit will be granted for the days between the cancellation date and the last day of the subscription period already paid for.

4.5. Should the User subscribe to a paid subscription, they undertake to provide complete and accurate billing information and to indicate a valid payment method. For paid subscriptions, charges will be automatic at each agreed renewal period, until cancelled by the User. Where payment is not successfully completed, Nexys may suspend access to the features covered by the subscription until the date of actual payment.

4.6. Some Service features may be purchased by the User through the use of Service Credits, in the manner governed by the Service Credit Terms.

4.7. Nexys reserves the right to modify the prices for access to paid features. In such case, Nexys undertakes to give the User at least 30 days' notice before the price increase takes effect. The price increase will take effect upon the next renewal, unless the User exercises the right of withdrawal within the same period.

5. Use of the Services

5.1. The User may access and use the Services for as long as they comply with the Terms of Use. Access to and use of the Services must comply with applicable law, as well as, where applicable, the additional terms and policies of Nexys applicable from time to time.

5.2. Use of the Services for unlawful, harmful, or abusive purposes is not permitted. By way of example and not limitation, the User is expressly prohibited from:

• copying, modifying, decompiling, or distributing the Services or parts thereof;
• performing reverse engineering on the tools or AI infrastructure of the Services;
• using the Services for unlawful or fraudulent purposes or purposes that harm the rights of third parties;
• using the Content to train third-party AI models without explicit written authorization from Nexys;
• interfering with the security, integrity, or proper functioning of the Services;
• creating multiple accounts to circumvent restrictions and/or subscription plans;
• reselling and/or sublicensing access to the Services without written authorization from Nexys;
• using the Services in violation of the intellectual and/or industrial property of third parties;
• automatically or programmatically extracting data and/or Output; and
• falsely declaring that Output was generated by a human being when this is not true.

5.3. Nexys uses automated systems and human review to identify and modify content that violates the Terms of Use, including any additional terms and policies applicable from time to time. In the event of a violation, Nexys shall have the unappealable right to: (i) remove and/or restrict content or the User's access to some or all of the Services' features; (ii) suspend the User's account for up to 6 months; or (iii) delete the User's account, excluding any repayment of amounts (including via Service Credits) paid for the use of the Services. Nexys may exercise this right with at least 5 days' notice communicated to the e-mail address associated with the User's account.

5.4. The Services may require and/or allow the download of software capable of updating automatically. Furthermore, the "ProVirtual Stage" suite may include so-called "open source" software governed by Nexys's own licenses, made available to the User, or by third parties.

6. Content

6.1. The User may provide input to the Services (hereinafter, "Input") and receive output from the Services (hereinafter, "Output". Input and Output, hereinafter, jointly, "Content").

6.2. The User is solely responsible for the Content and warrants that it does not violate applicable law or the Terms of Use. By way of example and not limitation, the User represents that the Input: (i) does not infringe third-party intellectual property, privacy, or other rights; (ii) does not contain unlawful, offensive, confidential data and/or data otherwise contrary to applicable law; and (iii) has been lawfully acquired or produced, in compliance with applicable law.

6.3. The User represents, under their sole responsibility, that they hold all rights, licenses, and permissions necessary to provide Input to the Services.

6.4. The User, to the extent permitted by applicable law, retains ownership rights in the Input and owns the Output. It is understood that the Output may not be unique and that other users, based on their own Input, may receive similar Output from the Services; accordingly, the transfer of ownership rights does not extend to Output generated for third-party users.

6.5. Nexys retains the right to use the Content in order to provide, improve, or maintain the Services, in compliance with applicable law. The User may opt out of this use of their Content by updating their account settings. It should be noted, however, that in such case the Services' ability to meet the User's usage needs may be limited.

6.6. Nexys reserves the right to remove Content that violates the Terms of Use, other applicable terms and policies from time to time, or applicable law, without any obligation to notify the User and at its sole and unappealable discretion.

7. Limitations of the Services

7.1. Given the specificity and innovative nature of the Services, based on the probabilistic nature of machine learning, use of the Services may not produce Output that accurately reflects, for example, real places. By using the Services, the User declares that they fully understand and accept:

• Nexys is not responsible for the Content;
• the Output may not always be accurate;
• it is necessary to assess the accuracy and relevance of the Output before using it (e.g., for professional purposes) or sharing it; and
• where the Services reference third-party products or services, this does not imply that such third parties endorse or are in any way affiliated with Nexys, which bears no responsibility in this regard.

8. Intellectual Property Rights of Nexys

8.1. Nexys and any affiliated companies hold all rights, title, and interest in the Services. Unless otherwise agreed in writing between Nexys and the User, the latter is prohibited from using the name and logo of Nexys in its dealings with third parties. All content, software, AI models, algorithms, trademarks, logos, layouts, graphic interfaces, and technologies of the Services are the exclusive property of Nexys or its lawful licensors, and are protected under applicable intellectual and industrial property law. Any use not authorized in writing by Nexys is therefore prohibited, including reproduction, distribution, modification, and commercial use of the aforementioned elements.

9. Obligations of Nexys and Limitations of Liability

9.1. Nexys undertakes to provide the User with use of the Services with reasonable care and diligence.

9.2. Except in cases of willful misconduct or gross negligence, the liability of Nexys toward the User and any third party harmed thereby is excluded, unless the damages caused arise from a breach of the Terms of Use by Nexys.

9.3. Except in cases of willful misconduct or gross negligence, furthermore, Nexys does not guarantee to the User the continuity, absence of interruptions, or absence of errors of the Services. Nexys undertakes to notify the User, with at least 5 days' notice, of any scheduled suspensions for maintenance and/or update activities.

9.4. The overall liability of Nexys toward the User may in no case exceed the amount paid by the User during the last 12 months for access to or use of the Services.

9.5. Nexys is not responsible for the content, privacy policies, availability, or reliability of third-party links, integrations, tools, or platforms (e.g., payment gateways, cloud services, social media). Use of third-party services is governed by their respective terms and conditions.

9.6. Nothing in this Article 9 prejudices or limits the mandatory rights recognized by consumer protection law.

10. Obligations and Liability of the User

10.1. The Services are designed to support real estate, design, and renovation professionals. The User is therefore solely responsible for: (i) verifying that AI-generated Output is suitable for its intended use before sharing it with third parties; (ii) obtaining any authorizations necessary for the use of the generated images; (iii) complying with applicable local regulations regarding real estate advertising, design, and/or planning; and (iv) informing third parties that the images produced are AI-generated and do not constitute certified technical documentation.

10.2. Nexys is in no case responsible for any damage caused to third parties by the User due to non-compliant use of the Services. It is understood that, should it be otherwise determined by a Judicial Authority, the User undertakes to hold harmless and indemnify Nexys for any amount owed by it as compensation, as well as for any reasonable legal costs it may incur.

11. Miscellaneous

11.1. Nexys reserves the right to modify the Terms of Use at any time. In such case, Nexys will notify the User of such changes, by communication to the e-mail address used to create the account, with at least 30 days' notice. Where the User does not intend to accept the changes, they may withdraw from the Terms of Use and must stop using the Services no later than the effective date of the updated Terms of Use.

11.2. Any delay in enforcing a provision or exercising a right under the Terms of Use does not prevent Nexys from taking action against the User at a later time.

11.3. These Terms of Use are governed by Italian law, subject to any mandatory provisions that may apply where the User resides in a State other than the Italian Republic. Where a provision of the Terms of Use is deemed invalid or unenforceable, it shall be deemed replaced by a provision of similar effect, valid under applicable law, without prejudice to the validity of the other provisions.

Usage Policy

Nexys requires business and consumer users to make safe and responsible use of its tools, exercising maximum control over how they are used.

To this end, it has developed the following usage policy (hereinafter, "Usage Policy"), which does not replace the legal requirements and professional duties applicable to business and consumer users, to which they remain subject. Violation of the Usage Policy, and in any case of the security measures implemented by Nexys S.r.l. (with registered office at 34121 Trieste (TS), Galleria Arrigo Protti, no. 2; Tax Code and VAT No. 01447020320; hereinafter, "Nexys"), may result in loss of access to the software platform called "ProVirtual Stage", comprising proprietary artificial intelligence models, source code, user interface, databases, trademarks and technical documentation, and specific features made available by Nexys (hereinafter, "Services"), or in suspension or deletion of the account, in accordance with the terms of use or commercial terms applicable to the user.

In particular, use of the Services is not permitted for:

• threats, intimidation, harassment, or defamation;
• unlawful activities, goods, or services;
• providing personalized advice that requires a license, without the necessary involvement of a qualified professional.

Furthermore, Nexys does not permit use of the Services to compromise the privacy of others, in particular to create facial recognition databases without the data subject's consent.

Accordingly, Nexys does not permit:

• uploading images/content without ownership or consent, in violation of the copyright, intellectual property, or industrial property rights of third parties;
• using the user's input or the output generated by the Services (hereinafter, "Content") in a deceptive or harmful manner; and
• generating unlawful Content or Content not in line with generally recognized societal values.

Finally, Nexys discourages excessive reliance on potentially inaccurate Content.

Service Credit Terms

These service credit terms (hereinafter, "Service Credit Terms") govern the purchase, receipt, or use, by the user, whether business or end consumer, of prepaid, redeemable credits for the Services (hereinafter, "Service Credits") of Nexys S.r.l. (with registered office at 34121 Trieste (TS), Galleria Arrigo Protti, no. 2; Tax Code and VAT No. 01447020320; hereinafter, "Nexys").

1. Service Credits

1.1. Nexys offers the option to pay in advance for certain services specified from time to time and provided through the software platform called "ProVirtual Stage" (including proprietary artificial intelligence models, source code, user interface, databases, trademarks and technical documentation, and specific features) made available by Nexys (hereinafter, "Services"). Service Credits:

• (i) do not constitute legal tender;
• (ii) may not be redeemed, refunded, or exchanged for any sum of money or monetary value (unless otherwise required by law);
• (iii) have no value and do not serve as an equivalent substitute for legal tender; and
• (iv) do not constitute or confer on the user any ownership right in the Services.

1.2. Service Credits are non-transferable and may only be used in relation to the Service for which they were purchased.

1.3. Service Credits expire: (i) for subscription (SaaS) services, at the end of the month of purchase; and (ii) for "pre-paid" services, one year after the date of last access to and use of the Services for which they were purchased, or one year after the purchase or issuance date if unused, unless otherwise indicated at the time of purchase.

1.4. Service Credits represent the amount the user has paid in advance for use of the respective Services. It is understood that additional terms may apply to certain Services.

2. Promotional Programs

2.1. Nexys may offer Service Credits free of charge as part of promotional programs. Service Credits issued as part of promotional programs do not apply to any sales, use, gross receipts, or similar taxes to which the user may be subject.

3. Service Credit Balance

3.1. The user can check their available Service Credit balance through their account.

3.2. The Service Credit balance does not constitute a bank account, digital wallet, prepaid account, or other payment instrument.

4. User Obligations

4.1. The user undertakes not to transfer, sell, give away, or exchange Service Credits. In the event of a breach of this provision, Nexys reserves the right, at its sole and unappealable discretion, to: (i) terminate the contractual relationship with the user; (ii) suspend the user's account; or (iii) delete the user's account. Any Service Credits remaining in the user's balance will be cancelled, with no right to a refund of amounts paid for the cancelled Service Credits.

5. Rights of Nexys

5.1. Nexys reserves the right, at any time, to suspend or discontinue the user's use of Service Credits, in accordance with applicable law and in any case where ordered by a Public Authority.

5.2. Nexys has the right to unilaterally modify the Service Credit Terms, by notice to the e-mail address indicated on the user's account, with at least 30 days' notice before the effective date of the updated Service Credit Terms. By continuing to use Service Credits after the updated Service Credit Terms take effect, the user agrees to be bound by them.

Sharing and Publication Policy

1. Users may provide the software platform "ProVirtual Stage", comprising proprietary artificial intelligence models, user interface, databases, trademarks and technical documentation, and specific features, with input in order to receive output (hereinafter, "Content").

2. Nexys allows users to publish their Content on social media and to share it with third parties. This right is in any case subject to compliance with the guidelines established by Nexys S.r.l. (registered office at 34121 Trieste (TS), Galleria Arrigo Protti, no. 2; Tax Code and VAT No. 01447020320; hereinafter, "Nexys"). In particular, business and consumer users undertake to:

• (i) manually review and check each piece of Content before sharing it or otherwise making it public;
• (ii) attribute the Content to their own name or that of the organization to which they belong;
• (iii) clearly and expressly state that the Content shared or published was generated using artificial intelligence tools and not by a human being;
• (iv) not publish or in any way share Content that: (a) violates the Usage Policy; (b) could be considered insulting or otherwise offensive to third parties; (c) is unlawful or not in line with generally recognized societal values, or is otherwise contrary to the Usage Policy of Nexys; and
• (v) not share or publish Content in violation of the intellectual or industrial property rights of third parties.

3. Business and consumer users are responsible for the Content published or shared, holding Nexys harmless from any liability in connection therewith.

4. Business and end-consumer users undertake to indemnify (including any legal costs incurred) and hold harmless Nexys against any claim by third parties in connection with Content published or shared by business and consumer users.