Version: 2026.09    Effectivefor each Customer: on the date the Customer accepts these Terms    Lastupdated: April 28, 2026

Parties

These Terms of Service ("Terms")govern the provision of the Service by Twini S.r.l., an Italian limitedliability company with registered office at Via Pietro Paleocapa 7, 20121Milano (MI), Italy, codice fiscale and VAT number 13697330960, REA MI-2739354,share capital Euro 5,000.00 fully paid-up, PEC twini@pec.it ("Twini"or "Provider"), to the business entity subscribing to the Service("Customer"). Twini and the Customer are collectively the"Parties".

Twini operates as asoftware provider enabling automated conversational interactions on theCustomer’s storefront. Twini does not control the Customer’s products, pricing,commercial terms or customer relationships, nor does it independently verifythe accuracy of product data supplied by the Customer or integrated third‑partyplatforms.

These Terms apply whether the Customeraccepts them (i) by clicking a Stripe checkout page, payment link, or onlineregistration that references these Terms, (ii) by signing an Order Form, or(iii) by commencing use of the Service. By any of these actions the Customeragrees to be bound by these Terms.

1.     DEFINITIONS

"Affiliate" means any entity thatdirectly or indirectly controls, is controlled by, or is under common controlwith a Party, where "control" means ownership of more than 50% of thevoting equity or equivalent rights.

"AI Output" means any content,text, data, metadata, code, or output generated by the Service in response toCustomer Data or End-User interaction.

"Authorized User" means anemployee, contractor, or Affiliate of the Customer who is authorized by theCustomer to access and use the Service on the Customer’s behalf.

"Beta Features" means any Servicefeatures, functions, or offerings identified by Twini as "beta","preview", "alpha" or with similar pre-releasedesignations.

"Confidential Information" meansany non-public information disclosed by one Party to the other, whether markedconfidential or reasonably understood as such given the nature of theinformation and the circumstances of disclosure.

"Customer Data" means all data,content, product catalogs, and information uploaded to, connected to, orprocessed by the Service on behalf of the Customer, including data collectedfrom End-Users interacting with the Service on the Customer’s storefront.

"Documentation" means the technicaluser documentation made available by Twini for the Service, including helparticles, API documentation, and onboarding guides, as may be updated from timeto time.

"End-User" means any individual whointeracts with the Service on the Customer’s storefront, including shoppers,visitors, and customers of the Customer.

"Order Form" means any written orelectronic form by which the Customer orders the Service and that references orincorporates these Terms, including without limitation: (a) a Stripe checkoutpage, Stripe payment link, or other online payment process linking to theseTerms; (b) an online subscription plan or registration page on a Twini website;(c) an email from Twini stating the Service, fees, and Subscription Term thatthe Customer accepts by payment or written reply; or (d) a document signed inwet-ink or electronic form. The specific features, modules, usage limits andpricing applicable to the Customer are determined by the applicable Order Form,online checkout, pricing page or other ordering mechanism accepted by theCustomer. In case of Stripe checkout or a payment link, the Order Form consistsof the combination of the email or page communicating the plan details and theStripe checkout page confirming the payment.

"Service" means the Twini platformfor e‑commerceoptimization, including one or more modular features and functionalities madeavailable by Twini from time to time, such as conversational AI tools, catalogenrichment, SEO/GEO optimization and other AI‑driven capabilities, as activatedby the Customer.

"Shopify" means ShopifyInternational Limited and its affiliates, the e-commerce platform with whichthe Service primarily integrates.

"Subprocessor" means any thirdparty engaged by Twini to process Customer Data in providing the Service, aslisted at twini.ai/subprocessors.

"Subscription Term" means theperiod during which the Customer is authorized to access and use the Service,as set forth in the Order Form.

"Third-Party Platform" means anythird-party software, platform, or service that the Service integrates with ordepends upon, including without limitation Shopify, Stripe, and third-party AImodel providers and aggregators.

"Usage Data" means technical andoperational data about the Customer’s and End-Users’ use of the Service,including metrics, logs, performance telemetry, and aggregated or anonymizedstatistics derived from the foregoing.

2.     THE SERVICE

2.1.  Access. Subject to the Customer’s compliance with theseTerms and payment of fees, Twini grants the Customer a non-exclusive,non-transferable, revocable right to access and use the Service during theSubscription Term for the Customer’s internal business purposes.

2.2.  Scope. The Service is designed to support theCustomer’s online shoppers by providing automated, AI‑generatedconversational guidance regarding products, availability and generalpurchase-related information. The Service does not make binding decisions onbehalf of the Customer, conclude transactions, or replace the Customer’s owncommercial, legal or customer‑care processes. The specificfeatures, usage allowances, and configuration applicable to the Customer aredefined in the Order Form.

2.3.  Role of the Platform. Twini acts solely as a technologyprovider enabling automated conversational interactions on the Customer’sstorefront. Twini does not control, verify or endorse the Customer’s products,pricing, commercial policies or customer communications, even where suchinformation is rendered, summarized or reformulated by the Service based onCustomer Data.

2.4.  Authorized Users, Affiliates, and Contractors. TheCustomer may permit its Authorized Users, including employees and contractorsof the Customer and its Affiliates, to access the Service for the Customer’sbenefit. The Customer remains responsible, also pursuant to Article 1381 of theItalian Civil Code, for all acts and omissions of its Authorized Users underthese Terms, and guarantees their compliance with these Terms. The Customershall ensure that access credentials are not shared and that access is promptlyrevoked when an Authorized User is no longer entitled to use the Service.

2.5.  Changes to the Service. Twini may modify, add, orremove features of the Service from time to time in its reasonable discretion.Twini will not materially reduce the core functionality during a paidSubscription Term without the Customer’s consent. If Twini decides to deprecatea feature on which the Customer relies, Twini will use reasonable efforts toprovide at least 90 days’ prior notice. If such deprecation materially reducesthe core functionality of the Service for the Customer, the Customer may terminatethe affected Order Form upon written notice and receive a pro-rata refund ofany prepaid fees for the unused portion of the Subscription Term.

2.6.  Beta and Preview Features. Twini may offer BetaFeatures to the Customer. When a Beta Feature is enabled for the Customer(whether by default or upon activation), Twini will communicate its beta statusby email, dashboard notice, or release note, so that the Customer is aware thatthe feature is a Beta Feature. Beta Features are provided "as is" and"as available," without any warranties, service levels,indemnification, or obligation to maintain, support, or make generallyavailable. The Customer’s use of Beta Features is at its own risk, and theCustomer may disable any Beta Feature at any time. Twini may modify ordiscontinue Beta Features without notice.

2.7.  Service Availability. Twini will use commerciallyreasonable efforts to make the Service available 24 hours a day, 7 days a week,excluding (a) planned maintenance and (b) events constituting Force Majeure,failures of Third-Party Platforms or infrastructure, or causes outside Twini’sreasonable control. Twini does not provide uptime guarantees or service creditsunder these Terms.

2.8.  Business Customers Only. The Service is providedexclusively to business entities. The Customer represents and warrants that itis not a "consumer" as defined under Italian Legislative Decree206/2005 or equivalent laws. These Terms do not apply to consumer users.

3.     ACCEPTABLE USE AND CUSTOMER OBLIGATIONS

3.1.  Customer responsibilities. The Customer is responsiblefor the accuracy, completeness and appropriateness of all product information,policies and commercial statements made available through the Service,including where such information is rendered or summarized by the AI based onCustomer Data.

3.2.  General Conduct. The Customer undertakes to use theService in a fair, lawful and commercially reasonable manner, consistent withthe intended purpose of an AI‑assisted shopping experience.

3.3.  Prohibited Uses. The Customer shall not, and shall notpermit any third party to:

(a) usethe Service to transmit unlawful, infringing, defamatory, misleading, orfraudulent content;

(b) usethe Service to generate content that promotes discrimination, violence, hatred,illegal activity, or that violates applicable laws;

(c) attemptto reverse engineer, decompile, or extract the source code, model weights, orproprietary algorithms underlying the Service;

(d) usethe Service to develop, train, or improve a competing product or service;

(e) resell,sublicense, or redistribute the Service without Twini’s prior written consent;

(f)  uploadmalware, viruses, or any harmful code.

3.4.  Compliance with Laws. The Customer shall use theService in compliance with all applicable laws and regulations, including dataprotection laws (GDPR, the EU AI Act, and their national implementations),consumer protection laws, and e-commerce regulations.

3.5.  Account Security. The Customer is responsible formaintaining the security of its accounts and credentials, for all activityconducted under those credentials, and for promptly notifying Twini of anyunauthorized access or suspected security breach.

3.6.  Customer Data Representations. The Customer representsand warrants that (a) it owns or has all necessary rights, consents, andpermissions to upload, use, and grant the licenses in Section 8.3 with respectto Customer Data; and (b) Customer Data and the Customer’s use of the Servicedo not infringe any third-party intellectual property rights, violate anyprivacy or publicity rights, or breach any applicable laws.

3.7.  Customer Configuration. The Service includesconfiguration tools (such as system prompts, business rules and contentguardrails) intended to allow the Customer to tailor the Service to itsproducts, brand voice and regulatory context. The Customer is responsible forthe configuration choices it makes; however, Twini may provide guidance,documentation and best practices to support appropriate configuration. Twinishall not be responsible for AI Output primarily resulting from configurationsthat materially deviate from the guidance provided.

3.8.  No Sensitive Personal Information. The Customer shallnot upload to, or use the Service to collect, store, or process: (a) paymentcard numbers or other data subject to PCI DSS; (b) protected health informationsubject to HIPAA or equivalent health-data regulations; (c) government-issuedidentification numbers; or (d) other special categories of personal data underArticle 9 of the GDPR (e.g., biometric, genetic, health, racial, political,religious, or sexual-orientation data), unless the Parties have expresslyagreed in writing to a framework for such data. The Service is not designed tohandle such data, and Twini disclaims responsibility for any such datasubmitted in breach of this Section.

3.9.  End-User Interactions. The Customer is responsible forits relationship with End-Users interacting with the Service on its storefront,including providing any legally required consumer disclosures, handlingEnd-User complaints, and processing refund or return requests.

3.10.                 Responsibility for Content. The Customer remains fullyresponsible for the accuracy, completeness, lawfulness and appropriateness ofall information made available through the Service, including productdescriptions, pricing, availability, return and warranty policies and othercommercial statements, regardless of whether such information is rendered,summarized or reformulated by the Service.

4.     AI-SPECIFIC PROVISIONS

4.1.  Probabilistic Nature of AI. The Customer acknowledgesthat the Service relies on generative AI technologies and produces automatedresponses based on patterns and probabilities. As a result, AI Output mayoccasionally be inaccurate, incomplete or not fully aligned with the Customer’sexpectations. The Service is intended to assist, not replace, human judgment.

4.2.  AI Transparency. The Service, as deployed on theCustomer’s storefront, discloses to End-Users that they are interacting with AI(via the "AI Assistant by Twini.ai" label or equivalent disclosure).The Customer shall not alter, hide, or misrepresent this disclosure. Thisprovision is intended to support compliance with Article 50 of Regulation (EU)2024/1689 ("EU AI Act"), effective August 2, 2026.

4.3.  Model Providers. Twini uses third-party large languagemodel providers, including model aggregators, to deliver the Service. Thecurrent list of AI Subprocessors is published at twini.ai/subprocessors. Twinimay update this list with at least 15 days’ prior notice by email or dashboardnotification.

4.4.  No Training on Customer Data. Twini will not useCustomer Data or End‑User interaction data to train or fine‑tuneany foundational or third‑party AI models. Such data isprocessed solely to operate and deliver the Service for the benefit of theCustomer, in line with Twini’s commercial positioning and contractualcommitments.

4.5.  Human Oversight and Output Review. The Customer remainsresponsible for overseeing the operation of the Service on its storefront.Twini provides tools for monitoring, auditing, and correcting AI behavior.

4.6.  No Performance Guarantees. The Customer acknowledgesthat the Service is a support tool intended to assist online shoppers and thatTwini does not guarantee any specific commercial, conversion, revenue orbusiness results, which depend on multiple factors outside Twini’s control,including the Customer’s products, pricing, brand positioning, andconfiguration choices.

5.     ACCESSIBILITY

5.1.  Twini undertakes to design and maintain the componentsof the Service that are directly developed, controlled and rendered by Twini inaccordance with applicable accessibility laws and regulations that are bindingon Twini under the laws governing these Terms, including the EuropeanAccessibility Act (Directive (EU) 2019/882) and the applicable technicalstandards implementing such requirements (including EN 301 549), to the extentapplicable to the Service.

5.2.  For the avoidance of doubt:

(a)   Twini’s accessibility obligations are limited to theelements of the user experience that are technically controlled and rendered byTwini’s technology, and do not extend to the Customer’s storefront, themes,content, configurations, third‑party integrations or designchoices;

(b)   Twini does not warrant compliance with accessibilitystandards that are not legally applicable to Twini or that apply exclusively tothe Customer’s digital properties or business;

(c)   compliance is assessed at the time the relevant Servicefeatures are made generally available and does not imply an obligation toautomatically implement future updates to applicable accessibility standards.

6.     THIRD-PARTY PLATFORMS

6.1.  Integrations. The Service integrates with Third-PartyPlatforms. The availability and functioning of the Service depend on thecontinued availability of, and the Customer’s compliance with, theseThird-Party Platforms.

6.2.  Customer Accounts with Third-Party Platforms. TheCustomer is solely responsible for establishing and maintaining its accountswith any Third-Party Platform required to use the Service (such as Shopify),for complying with the terms of such Third-Party Platforms, and for any feesowed to them.

6.3.  No Responsibility for Third-Party Platforms. Twini isnot responsible for the availability, functionality, data-handling practices,or actions of Third-Party Platforms. The Customer acknowledges that Serviceinterruptions, data losses, or feature changes may arise from Third-PartyPlatforms, and Twini’s obligations under these Terms are suspended to theextent caused by Third-Party Platforms.

6.4.  Data Sharing with Third-Party Platforms. By using theService with a Third-Party Platform, the Customer authorizes Twini to accessand share Customer Data with the relevant Third-Party Platform to the extentnecessary to provide the Service.

7.     FEES AND PAYMENT

7.1.  Fees and Currency. Fees, billing structure, paymentterms and any trial or pilot period are defined in the applicable Order Form orcheckout flow. Unless otherwise specified in the Order Form, fees are statedand payable in Euro (EUR). VAT or equivalent indirect taxes shall be charged inaccordance with applicable law, including EU VAT rules for cross‑borderservices, where applicable.

7.2.  Payment Schedule. Where the Order Form is a Stripecheckout or payment link, fees are charged automatically by Stripe in advanceof each billing period using the payment method provided by the Customer atcheckout. Where the Order Form is a signed document or email exchange, Twiniissues invoices in advance as specified in the Order Form, and payment is duewithin 15 days from the invoice date unless otherwise agreed. Where no paymentmethod is specified, the default is Stripe auto-charge in advance of eachbilling period.

7.3.  Late Payment and Suspension. Unpaid invoices accrueinterest at the rate prescribed by Italian Legislative Decree 231/2002(commercial transactions) from the due date. Twini may suspend the Serviceafter 30 days of non-payment on any invoice, with 7 days’ prior written noticeto the Customer.

7.4.  Taxes. Fees do not include taxes. The Customer isresponsible for all applicable taxes, except taxes on Twini’s net income.

7.5.  No Refunds. Fees paid are non-refundable, except asexpressly provided in these Terms or in the applicable Order Form.

7.6.  Usage Overage. If the Customer’s usage exceeds theallowance specified in the Order Form, Twini will notify the Customer, and theParties will agree in good faith on an updated plan or pricing.

8.     INTELLECTUAL PROPERTY

8.1.  Twini IP. Twini retains all rights, title, and interestin and to the Service, including all software, algorithms, models,Documentation, and any improvements, enhancements, or derivative works. Exceptfor the limited rights expressly granted in these Terms, no rights in Twini’sintellectual property are transferred to the Customer.

8.2.  Customer Data. As between the Parties, the Customerretains all rights, title, and interest in and to Customer Data.

8.3.  License to Twini. The Customer grants Twini aworldwide, royalty-free, non-exclusive license to use, copy, process, transmit,and store Customer Data solely to:

(a) provide, maintain, and supportthe Service during the Subscription Term;

(b) generate aggregated andanonymized analytics that do not identify the Customer or any End-User;

(c) debug, secure, and improve theService, excluding training of foundational AI models, which is prohibitedunder Section 4.4.

8.4.  AI Output. As between the Parties, the Customer ownsthe specific AI Output generated for the Customer. The Customer acknowledgesthat, due to the probabilistic nature of AI, AI Output generated for onecustomer may be similar or identical to AI Output generated for others. TheCustomer shall not (a) use AI Output to develop, train, fine-tune, or improveany machine learning model or artificial intelligence system, whether its ownor a third party’s, including any product or service competitive with the Service;or (b) knowingly misrepresent AI Output as content generated exclusively by ahuman where such representation would be misleading in the relevant commercialcontext.

8.5.  Usage Data and Anonymized Data. The Customeracknowledges that Twini may collect and use Usage Data, and may anonymizeCustomer Data to remove personal data, to analyze, improve, support, andoperate the Service, including after the end of the Subscription Term. Twiniretains all ownership rights in Usage Data and Anonymized Data. To the extentany ownership rights in or to Usage Data or Anonymized Data vest in theCustomer, its Authorized Users, or End-Users, the Customer hereby assigns, onits own behalf and on behalf of its Authorized Users and End-Users, all suchrights (including all intellectual property rights) to Twini. This Section doesnot reduce Twini’s obligations under Section 4.4 (No Training on CustomerData).

8.6.  Feedback. If the Customer provides feedback,suggestions, or ideas about the Service, Twini may use them freely and withoutcompensation. Feedback is not considered Confidential Information.

9.     CONFIDENTIALITY

9.1.  Obligations. Each Party will protect the other Party’sConfidential Information with the same degree of care it uses to protect itsown confidential information (and in no event less than reasonable care) andwill use the Confidential Information solely to perform its obligations underthese Terms.

9.2.  Exclusions. Confidential Information does not includeinformation that (a) is or becomes publicly known through no fault of thereceiving Party; (b) was known to the receiving Party before disclosure; (c) isreceived from a third party without restriction; or (d) is independentlydeveloped without use of the Confidential Information.

9.3.  Compelled Disclosure. If a Party is legally compelledto disclose Confidential Information, it will, to the extent legally permitted,notify the other Party in advance and cooperate in seeking protectivetreatment.

9.4.  Duration. Confidentiality obligations survive for three(3) years after termination of these Terms. Trade secrets remain protected forso long as they qualify as trade secrets under applicable law.

10.  DATA PROTECTION AND SECURITY

10.1.                 DPA. To the extent Twini processes personal data onbehalf of the Customer, the Parties are bound by the Data Processing Agreementavailable at twini.ai/dpa (the "DPA"), which is incorporated intothese Terms by reference.

10.2.                 Subprocessors. A current list of Subprocessors(including AI model providers, hosting providers, and payment processors) ispublished at twini.ai/subprocessors. Twini will provide at least 15 days’ priornotice of any material change to the list of Subprocessors by email ordashboard notification.

10.3.                 Security Measures. Twini implements and maintainstechnical and organizational measures ("TOMs") designed to protectCustomer Data against unauthorized access, loss, alteration, or disclosure.Twini is working toward SOC 2 Type II and ISO/IEC 27001 compliance; securitydocumentation is available to the Customer upon reasonable request under NDA.

10.4.                 Data Breach Notification. If Twini becomes aware of apersonal data breach affecting Customer Data, Twini will notify the Customerwithout undue delay and in accordance with the DPA.

11.  WARRANTIES AND DISCLAIMERS

11.1.                 Mutual Warranties. Each Party represents and warrantsthat (a) it has the legal authority to enter into these Terms; and (b) itsperformance will comply with applicable laws.

11.2.                 Twini Warranty. Twini warrants that it will provide theService with reasonable skill and care, consistent with industry standards forsimilar B2B SaaS services.

11.3.                 Customer Acknowledgement. The Customer acknowledgesthat the effectiveness of the Service may depend on factors outside Twini’scontrol, including product assortment, pricing, brand positioning andconfiguration choices, and that Twini does not guarantee specific commercial orconversion outcomes.

11.4.                 Disclaimer. Except as expressly set out in Section 11.2and to the maximum extent permitted by applicable law, the Service is provided"as is" and Twini disclaims all other warranties, express or implied,including warranties of merchantability, fitness for a particular purpose,non-infringement, and any warranties arising from course of dealing or usage oftrade. The Customer’s exclusive remedy for breach of the warranty in Section 11.2is re-performance of the defective Service; if Twini cannot re-perform within areasonable period, the Customer may terminate the affected Order Form andreceive a pro-rata refund of prepaid fees for the unused period.

12.  INDEMNIFICATION

12.1.                 By Twini. Twini will defend the Customer against anythird-party claim alleging that the Service, as provided by Twini and used bythe Customer in accordance with these Terms, infringes a valid copyright ortrademark of the European Union, a Member State of the European Union, theUnited Kingdom, or the United States, or misappropriates a trade secret underthe laws of such jurisdictions, and will pay damages finally awarded againstthe Customer or agreed in settlement authorized by Twini. Patent claims areexcluded from this obligation.

12.2.                 Twini Remedies. If such a claim occurs or appearslikely, Twini may, at its option: (a) modify the Service to make itnon-infringing; (b) obtain the right for the Customer to continue using theService; or (c) terminate the affected Order Form and refund prepaid fees forthe unused period.

12.3.                 Exclusions. Twini has no obligation under Section 12.1for claims arising from (a) Customer Data; (b) AI Output; (c) the Customer’suse of the Service in violation of these Terms or applicable law; (d)modifications to the Service not made by Twini; or (e) combination of theService with products, data, or software not provided or authorized by Twini.

12.4.                 By Customer. The Customer will defend Twini against anythird-party claim arising from (a) Customer Data; (b) the Customer’s use of AIOutput in violation of these Terms or applicable law; (c) End-User claimsarising from the Customer’s use of the Service on its storefront; or (d) theCustomer’s breach of Section 3 (Acceptable Use and Customer Obligations); andwill pay damages finally awarded or agreed in settlement authorized by theCustomer.

12.5.                 Procedure. The indemnified Party must (a) promptlynotify the indemnifying Party in writing of the claim; (b) grant sole controlof the defense and settlement to the indemnifying Party, provided no settlementimposes liability or obligation on the indemnified Party without its writtenconsent; and (c) reasonably cooperate at the indemnifying Party’s expense.

13.  LIMITATION OF LIABILITY

13.1.                 Aggregate Cap. Subject to Section 13.3, each Party’stotal aggregate liability arising out of or related to these Terms shall notexceed the fees paid or payable by the Customer to Twini in the twelve (12)months preceding the event giving rise to the claim. The Parties acknowledgethat the fees payable under these Terms reflect the allocation of risk set outherein and that the limitations of liability are an essential element of thecommercial balance of the agreement.

13.2.                 Excluded Damages. Subject to Section 13.3, neitherParty will be liable for (a) lost profits or revenue; (b) loss or corruption ofdata; (c) business interruption; (d) cost of procurement of substituteservices; or (e) any indirect, consequential, incidental, special, or punitivedamages, even if advised of their possibility.

13.3.                 Mandatory Law Carve-Out. Nothing in these Termsexcludes or limits liability for (a) death or personal injury; (b) fraud,willful misconduct ("dolo") or gross negligence ("colpagrave") pursuant to art. 1229 of the Italian Civil Code; (c) breach ofconfidentiality obligations under Section 9; (d) indemnification obligationsunder Section 12; (e) the Customer’s obligation to pay fees; or (f) any otherliability that cannot be excluded or limited under applicable law.

14.  TERM AND TERMINATION

14.1.                 Term. These Terms are effective upon the Customer’sacceptance in accordance with the Parties preamble above and continue until allSubscription Terms have expired or been terminated.

14.2.                 Auto-Renewal.

(a) Annual subscriptions renewautomatically for successive one-year periods at the then-current rates, unlesseither Party provides written notice of non-renewal at least 30 days before theend of the then-current term.

(b) Monthly subscriptions renewautomatically each month unless cancelled by the Customer via the accountdashboard or in writing. No advance notice is required from Twini to theCustomer for monthly auto-renewal.

(c) The applicable Order Form may specifydifferent renewal terms, which shall prevail.

14.3.                 Termination for Cause. Either Party may terminate theseTerms or any Order Form for material breach that is not cured within 30 days ofthe non-breaching Party’s written notice describing the breach. Terminationtakes effect at the end of the cure period if the breach is not cured.

14.4.                 Express Termination Clause (Art. 1456 c.c.). Pursuantto and for the effects of Article 1456 of the Italian Civil Code, Twini mayterminate these Terms and any Order Form with immediate effect, upon writtennotice sent by PEC or email, in the event of the Customer’s breach of any ofthe following provisions: Section 3.3 (Prohibited Uses), Section 3.8 (NoSensitive Personal Information), Section 7 (Fees and Payment), Section 8.1(Twini IP), Section 8.4 (AI Output restrictions), or Section 9(Confidentiality). Termination under this Section 14.4 does not require a priorcure period and is without prejudice to Twini’s right to seek damages.

14.5.                 Termination for Insolvency. Either Party may terminateimmediately if the other Party becomes insolvent, files for bankruptcy, orenters liquidation.

14.6.                 Suspension. Without prejudice to the right oftermination, Twini may suspend the Service in case of (a) Customer non-paymentas provided in Section 7.3; or (b) material breach of Section 3 that posesimmediate risk to Twini, its customers, or third parties.

14.7.                 No Termination for Convenience. Except as expresslyprovided in these Terms, neither Party may terminate an active SubscriptionTerm for convenience. The Customer’s purchase commitment under the applicableOrder Form remains in effect through the end of the Subscription Term.

15.  EFFECTS OF TERMINATION

15.1.                 Discontinuation. Upon termination or expiry, theCustomer’s access to the Service will be discontinued.

15.2.                 Data Export. For 30 days after termination, theCustomer may export Customer Data using available export tools. After 30 days,Twini may delete Customer Data in accordance with the DPA.

15.3.                 Survival. Sections 1, 3, 4.4, 7 (for accrued fees), 8, 9,12, 13, 14.4, 15, 16, 17, 18, 19, 20, 21, and 22 survive termination.

16.  PUBLICITY

Twini may use the Customer’s name and logo onits website and in marketing materials solely to identify the Customer as auser of the Service. The Customer may revoke this right at any time with 30days’ prior written notice for future uses.

17.  FORCE MAJEURE

Neither Party is liable for delay or failureto perform (other than payment obligations) due to events beyond its reasonablecontrol, including acts of God, war, terrorism, pandemic, strikes, failure ofutilities, failure or outages of Third-Party Platforms or cloud infrastructureproviders, or governmental actions. The affected Party will promptly notify theother and use commercially reasonable efforts to resume performance. If a ForceMajeure event continues for more than 90 consecutive days, either Party mayterminate the affected Order Form upon written notice, with pro-rata refund ofany prepaid fees for the unused portion of the Subscription Term.

18.  NOTICES

Notices under these Terms must be in writingand sent (a) to Twini at davide@twini.ai, with a copy to twini@pec.it forformal notices, or (b) to the Customer at the email address in its account orOrder Form. Notices are deemed received on the next business day after sending,absent evidence of non-delivery.

19.  ASSIGNMENT

Neither Party may assign these Terms withoutthe other Party’s prior written consent, except that either Party may assign toan Affiliate or to a successor in connection with a merger, acquisition,reorganization, or sale of all or substantially all of its assets, upon writtennotice.

20.  MODIFICATIONS TO TERMS

20.1.                 Non-Material Updates. Twini may update these Terms toreflect changes in law, new features, security, or operational needs. Twiniwill post the updated Terms on its website with a new effective date. Anyupdates to these Terms will reflect reasonable business, legal or operationalneeds and will be communicated in a transparent manner. Twini does not intendto use such updates to retroactively alter the fundamental commercial balanceof active subscriptions.

20.2.                 Material Changes. Material changes (including feeincreases applicable to a Customer’s current Subscription Term, reductions incore Service functionality, or material changes to data protection terms) willbe notified to the Customer at least 30 days before they take effect, via emailto the account email address. If the Customer objects to a material change, theCustomer may terminate the affected Order Form effective on the date the changetakes effect, and Twini will refund prepaid fees for the unused period.

21.  GOVERNING LAW AND JURISDICTION

These Terms are governed by the laws ofItaly, without reference to its conflict of laws rules. The Parties submit tothe exclusive jurisdiction of the Court of Milan, Italy, for any disputearising out of or related to these Terms.

22.  GENERAL PROVISIONS

22.1.                 Order of Precedence. In case of conflict, the order ofprecedence is: (a) the Order Form; (b) the DPA; (c) these Terms; (d) any otherdocuments referenced.

22.2.                 Entire Agreement. These Terms, together with anyapplicable Order Form and the DPA, constitute the entire agreement between theParties regarding the Service and supersede prior oral or writtenunderstandings.

22.3.                 No Waiver. Failure to enforce any right is not a waiverof that right.

22.4.                 Severability. If any provision is held unenforceable,the remaining provisions continue in full force, and the unenforceableprovision is modified to the minimum extent necessary to be enforceable.

22.5.                 Independent Contractors. The Parties are independentcontractors. Nothing in these Terms creates a partnership, joint venture,agency, or employment relationship.

22.6.                 Third-Party Beneficiaries. There are no third-partybeneficiaries.

22.7.                 Counterparts and Electronic Signature. These Terms andany Order Form may be executed in counterparts, including by electronicsignature, each of which will be deemed an original and together willconstitute one agreement.

22.8.                 Export and Sanctions Compliance. Each Party representsand warrants that it will not (a) provide access to the Service to persons orentities subject to sanctions administered by the European Union, the UnitedNations, the United States, or the United Kingdom; or (b) use or export theService in violation of applicable export control or sanctions laws.

22.9.                 Language. These Terms are executed in the Englishlanguage. In case of translation, the English version prevails.

SPECIFIC APPROVAL OF CLAUSES PURSUANT TO ARTICLES 1341 AND 1342OF THE ITALIAN CIVIL CODE

The Customer specifically approves in writingthe following clauses, which are deemed vexatious pursuant to Articles 1341 and1342 of the Italian Civil Code:

•     Art. 2.6 (Beta Features disclaimer of warranties andsupport)

•     Art. 2.7 (Service availability; no uptime guarantee)

•     Art. 3.3 (Prohibited Uses; grounds for breach)

•     Art. 6.3 (Limited responsibility for Third-PartyPlatforms)

•     Art. 7.3 (Late Payment and Suspension)

•     Art. 11.4 (Disclaimer of warranties; exclusiveremedies)

•     Art. 12.4 (Customer indemnification obligations)

•     Art. 13.1 (Aggregate liability cap)

•     Art. 13.2 (Exclusion of indirect and consequentialdamages)

•     Art. 14.2 (Automatic renewal)

•     Art. 14.3 (Termination for cause)

•     Art. 14.4 (Express termination clause under Art. 1456c.c.)

•     Art. 14.6 (Right to suspend the Service)

•     Art. 14.7 (No termination for convenience)

•     Art. 17 (Force Majeure 90-day cap)

•     Art. 19 (Restrictions on assignment)

•     Art. 20 (Unilateral modification of Terms)

•     Art. 21 (Exclusive jurisdiction of the Court of Milan)

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