ELEVA PLATFORM SERVICE TERMS

These terms set out the terms of use of the ELEVA AI Platform, provided by ELEVA AI SOLUTIONS, S.L., with Tax ID No. B22707855 and registered office at Calle Cami Ral 155, 08390 Montgat, Barcelona, Spain (“ELEVA AI”). The Client has acquired a subscription to the platform either directly or via an Eleva AI partner, and on acquiring such a subscription set out in the corresponding purchase order (“Purchaser Order”), agrees to these terms.

Hereinafter, each of ELEVA AI and Client shall be referred to individually as the “Party” and jointly as the “Parties”

1. Subject Matter

1.1. These Terms establish the conditions governing the provision of the services by ELEVA AI to the Client (the “Services”) in accordance with the specific conditions set out in Client’s purchase order entered into directly with ELEVA AI or through an authorised ELEVA AI Partner (the “Specific Conditions”) and provided by ELEVA AI through the “ELEVA” platform, (the “Platform”).

1.2. Such Services consist, principally and without prejudice to the provisions of the Specific Conditions, of the provision of a SaaS solution that allows the Client to use the following functionalities:

(i) “Eleva Assistant” consisting of the deployment of AI-powered omnichannel assistants and intelligent services through modular AI agents that interact in real time with the Client’s visitors at its premises (the “End Users”), and connect with the Client Integrated Systems and other data sources or communication channels enabled by the Client, in order to retrieve, process, analyse, cross-reference and structure information, provide contextualised assistance, automate interactions and workflows, and generate analytics, insights and reports for the Client;

(ii) “Eleva Forms” consisting of a tool that allows the Client to create and manage digital lead-capture forms, which can be integrated into the Client’s websites, applications, kiosks or other digital environments, with the possibility of transmitting the collected data and, where applicable, the technical record of the status of consents or authorizations, to the systems or tools of third parties designated by the Client.

In both cases, ELEVA AI may reuse information derived from the Service, on the terms set out in this Agreement.

1.3. Any custom integration outside the scope shall be handled by means of a purchase order previously agreed between the Parties.

2. License and Limitations

a) Platform

2.1. Subject to compliance with the terms of this Agreement, ELEVA AI grants the Client a non-exclusive, non-sublicensable, non-transferable authorization, for the term of the Agreement and limited to the access to and use of the Platform by the Client’s authorized users (“Authorized Users”) solely for the Client’s internal activity, without prejudice to other purposes that have been expressly authorized in the Specific Conditions.

2.2. The Client may not (i) license, sublicense, sell, resell, transfer, assign, distribute or make available to third parties, or commercially exploit with third parties, the Platform, in whole or in part; (ii) modify or create derivative works based on the Platform; (iii) create Internet links to the Platform or mask or duplicate the Platform on or through any server or wireless or Internet-hosted device; or (iv) carry out any form of reverse engineering or access to the Platform in order to (a) create a product, software or service that competes with the Services and/or the Platform, (b) create software, a product or a service that uses ideas, features, functions or graphics similar to those of the Platform, or (c) copy any idea, feature, function or graphic of the software, product or service present in the Services and/or the Platform, or (d) access the data of ELEVA AI or of any of its other clients.

2.3. In addition, the Client may not, and shall ensure that the Authorized Users do not engage in, the following practices: (i) sending or storing material containing software with viruses, worms, Trojans or harmful code, scripts, agents or computer programs; (ii) interfering with or affecting the integrity or performance of the Platform, ELEVA AI’s technology or the data it contains; or (iii) attempting to gain unauthorized access to the Platform or to ELEVA AI’s servers and/or technology.

2.4. ELEVA AI shall provide support for the Platform in accordance with the terms of the Service Level Agreement (the “SLA”) set out in Annex I to this Agreement. Notwithstanding the foregoing, ELEVA AI may offer Beta or experimental features on an “AS-IS” basis, outside the SLA, subject to the Client’s prior acceptance.

b) Data Categories and Service Functionalities

2.5. For the purposes of the Agreement:

i. “Eleva Assistant” is the Platform functionality consisting of AI-powered omnichannel assistants and intelligent services through modular AI agents that may interact with End Users and connect with the Client Integrated Systems and other data sources or communication channels enabled by the Client, in order to retrieve, process, analyse, cross-reference and structure information, provide contextualised assistance, automate interactions and workflows, and generate analytics, insights and reports for the Client.

ii. “Client Content” means the data, content, materials, documentation and operational or commercial information provided by the Client or by its Authorized Users under its responsibility for the configuration and operation of the Service;

iii. “Conversational Data” means the data obtained as a result of the interaction of the End Users with the Eleva Assistant, including conversational content, metadata, interests shown, actions, events, behavioral indicators and, where applicable, personal data provided by the End User during the interaction;

iv. “Form Data” means the data entered by the End Users through Eleva Forms, including identification or contact data, as well as the technical information associated with the form submission;

v. “Ecosystem Data” means data originating from third-party providers within the targeted environment (e.g., retailers, cinemas, food and beverage, leisure or others) that may be integrated or cross-referenced with the Service;

vi. “ELEVA AI Proprietary Data” means databases and data assets of ELEVA AI, present or future, used to enrich the operation of the Service; and

vii. “Service Data” means the technical and operational data generated by the operation of the Service (e.g., logs, metrics, telemetry, configurations, structured datasets and other elements necessary to operate and improve the Service and its AI agents);

viii. “Eleva Forms” is the Platform functionality that allows the Client to create and manage digital lead-capture forms and integrate them into the Client’s websites, applications, kiosks or other digital environments;

ix. “Consent Records” is the technical record of the status of the checkboxes, acceptances or authorizations collected through Eleva Forms in accordance with the configuration established by the Client;

x. “Client Integrated Systems” means the systems, applications, databases and tools of the Client or of third parties designated by it that connect to the Platform, including, by way of example and without limitation, CRM, CSM, ERP, POS, CMS, ticketing, loyalty or marketing tools, social-media accounts, messaging services, email systems, review platforms and/or any other integrations enabled in the Specific Conditions or by purchase order.

2.6. To the extent that the Client Content is protected by intellectual property rights, the Client grants ELEVA AI a non-exclusive, non-transferable and non-sublicensable license, for the entire term of the Agreement and for all territories of the world, over the Client Content, for the purpose of hosting, processing, transforming and displaying it within the Platform in order to provide, maintain and improve the Service for the Client. The Client warrants that it holds the rights and legal bases necessary to make the Client Content available to ELEVA AI and, where applicable, the data originating from the Client Integrated Systems that are necessary for the provision of the Services.

2.7. The foregoing license includes the use and transformation of the Client Content by ELEVA AI, including the cross-referencing and enrichment of the Client Content with the Ecosystem Data and with ELEVA AI Proprietary Data. Ownership of and rights over the Ecosystem Data and the ELEVA AI Proprietary Data are not transferred to the Client by this Agreement.

2.8. With respect to the Eleva Assistant functionality, the Client may enable integrations with the Client Integrated Systems and the making available of Service Data and Conversational Data to the Client for purposes of real-time support to the End User, customer care, service continuity, operations, analytics and other purposes of the Client.

2.9. With respect to the Eleva Forms functionality, the Client may configure forms, fields, legal texts, checkboxes or other tools available on the Platform for lead capture, as well as the transmission of the Form Data and the Consent Record to the system or tool designated by the Client.

2.10. The Platform may enable End Users to access, initiate or complete bookings, purchases or other transactions concerning products or services offered by the Client or third-party providers. Unless expressly stated otherwise in the applicable Specific Conditions, ELEVA AI acts solely as a technology provider facilitating such interaction and is not the seller, supplier, merchant of record or payment service provider in relation to the underlying transaction. The applicable product or service, its price, availability, fulfilment, cancellation, refund and other commercial terms shall remain the responsibility of the relevant Client or third-party provider.

2.11. ELEVA AI reserves all rights over the Platform, the Service, the AI agents, the Ecosystem Data, the ELEVA AI Proprietary Data and the Service Data. Nothing in this Agreement limits ELEVA AI’s right to exploit, reuse or improve the Service by means of the Conversational Data, the Form Data (once anonymized) and/or the Service Data, subject to the confidentiality obligations and applicable regulations.

3. Impact and Activation

3.1. The Client acknowledges that ELEVA AI may reserve and use up to twenty per cent (20%) of the promotional inventory or promotional impacts delivered through the Platform to End Users for advertising, sponsorship or promotional content selected or commercialised by ELEVA AI, including content relating to third-party products or services. Such actions may be carried out through interaction elements on the Platform, including banners or in-product messages, in accordance with applicable law. Unless otherwise agreed in the Specific Conditions, any revenue generated by ELEVA AI from such reserved inventory shall accrue to ELEVA AI.

4. Price and Payment

4.1. As consideration for the Services, the Client shall pay the Price to ELEVA AI or, where the subscription has been acquired through an authorised ELEVA AI Partner, to such Partner, in accordance with the applicable Purchase Order or similar commercial documentation (the “Price”). As a general rule, Price payments made by the Client are non-cancellable and non-refundable.

4.2. ELEVA AI may adjust the fees applicable to the Service once per year to reflect the annual variation in the Spanish Consumer Price Index (IPC) published by the Instituto Nacional de Estadística, or any equivalent index replacing it. ELEVA AI may also modify the commercial pricing applicable to the Service upon at least sixty (60) days’ prior notice to the Client, directly or through the relevant ELEVA AI Partner. If the Client does not agree with a modification exceeding the applicable annual IPC adjustment, it may terminate the affected subscription by written notice before the revised pricing takes effect, without penalty in respect of the remaining subscription period.

4.3. Without prejudice to the provisions of clause 8, the right to use the Platform may be suspended or cancelled by ELEVA AI, upon notice to the Client, if payment of the Price is overdue or has not been made for any reason.

5. Client Obligations

The Client shall:

5.1. Comply with all the obligations set out in this Agreement, as well as with the specific conditions provided for in the Specific Conditions. Likewise, the Client shall attend to and proactively collaborate with ELEVA AI in respect of any requirement or action that may be necessary for the proper adaptation, configuration, correct operation and continuous improvement of the Platform and the Services; in particular, but not limited to, during the phase prior to deployment.

5.2. Use the Services and the Platform diligently, in accordance with the law, the terms of the Agreement, the Specific Conditions, the terms of use of the Platform and the reasonable instructions provided by ELEVA AI through the documentation. Likewise, the Client shall safeguard the access credentials and ensure that the Authorized Users comply with the terms of use of the Platform and the technical specifications provided by ELEVA AI from time to time.

5.3. Comply at all times with the applicable regulations on information society services, electronic commerce, consumer and user protection and personal data protection.

5.4. Where necessary for the correct provision of the Services, be solely responsible for the accuracy, quality, integrity, legality, reliability, suitability and ownership of all information, documentation or actions uploaded or carried out by the Client or the Authorized Users to the Platform, including without limitation the Client Content. Neither ELEVA AI nor its providers shall assume any responsibility for the legality of the Client Content.

5.5. Where necessary, provide ELEVA AI with the contact details of the Authorized Users so that ELEVA AI may create the corresponding access credentials and properly provide the maintenance and support services.

6. ELEVA AI Obligations

ELEVA AI shall:

6.1. Provide the Services described in accordance with this Agreement and the Specific Conditions, providing the Client and the Authorized Users with access to the Platform, on a software as a service basis.

6.2. Provide the Client with the Platform documentation and other materials necessary for the correct performance of the Services, as well as Platform access credentials for the Authorized Users in accordance with the information provided by the Client.

6.3. Adopt reasonable technical and organizational measures to protect the security, confidentiality and integrity of the Client Content and of the other data uploaded to and/or processed by the Platform as part of the Services, in accordance with applicable law and standard industry practices.

7. Term and Termination

7.1. The term of this Agreement shall be that established in the Purchaser Order, which shall be automatically renewed for periods of one (1) year, unless otherwise indicated in the Purchaser Order or unless either Party notifies the other in writing of its intention not to renew it, with a minimum of 60 days’ notice before the expiry date of the current period. The Client undertakes a minimum commitment set out in the Purchaser Order for the initial subscription to the Services once the Pilot Plan or Scale-Up Plan has ended, where applicable, during which the Agreement may not be terminated for convenience. In the event of early termination for causes not attributable to ELEVA AI, the Client shall pay the Price established for the minimum committed period, as well as any other additional fees for any activity for which ELEVA AI had begun preparations.

7.2. Provided that the Parties have agreed in the Purchaser Order, either Party may terminate this Agreement for convenience by giving the other Party not less than sixty (60) days’ prior written notice. Such termination shall not affect any amounts accrued and payable up to the effective termination date (including the full payment of the minimum subscription period stated in section 7.1 above) nor any obligations which by their nature survive termination.

7.3. Either Party may terminate this Agreement early in the event of any of the circumstances expressly provided for in the applicable legal regulations, without prejudice to the rights corresponding to each Party under such regulations, as well as if the other Party incurs a material breach of its essential obligations under this Agreement (including, without limitation, the non-payment of any amount due), and such breach is not remedied within fifteen (15) calendar days from receipt of a written notice requiring compliance therewith. Once that period has elapsed without the breach having been corrected, the non-breaching party may terminate the Agreement by written notice with immediate effect.

7.4. Likewise, ELEVA AI may terminate the Agreement where the Client and/or its Authorized Users fail to comply with the conditions for proper use of the Platform set out in this Agreement or provided by ELEVA AI at any time during the term of the Agreement. Such termination shall not give rise to any right to compensation on the part of the Client.

8. Effects of Termination

8.1. The termination or rescission of this Agreement, for any reason, shall not affect the obligations already accrued by the Parties up to its effective date, including, without limitation, payment obligations for Services provided up to that date.

8.2. On the effective termination date of the Agreement, ELEVA AI shall cancel the access of the Client and the Authorized Users to the Platform, without prejudice to the provisions of this clause in relation to data export.

8.3. The Client may, within a period of thirty (30) calendar days from the termination date, request from ELEVA AI a copy, in a structured and commonly used format (for example, CSV or JSON), of (i) the Client Content it had provided; (ii) the Conversational Data that has been made available to the Client through the Platform or the enabled integrations; and (iii) the Form Data and, where applicable, the Consent Record. The Service Data, the Ecosystem Data and the ELEVA AI Proprietary Data are expressly excluded from the export. ELEVA AI may charge a reasonable cost if the export requires additional technical work. The export shall be subject to technical feasibility and to it not affecting third-party rights.

8.4. Once that period has elapsed without an express request from the Client, ELEVA AI may permanently delete all data associated with the Client’s account, unless retention is legally required or necessary for the defense against possible claims by the Client or third parties, including the competent authorities.

8.5. Contractual obligations that, by their nature, must survive the termination of the Agreement, including, among others, those relating to confidentiality, data protection, limitation of liability and intellectual property, shall remain in force in accordance with the provisions of their respective clauses.

9. Artificial Intelligence

9.1. For the provision of the Services, ELEVA AI shall use on the Platform various Artificial Intelligence technologies, whether proprietary and/or provided by specialized third-party providers indicated in the Specific Conditions (“AI Providers”), to provide the Client with the following functionalities:

a) Advanced natural language processing, including comprehension and classification models that make it possible to analyze End Users’ queries and to identify intent, entities and conversational context.

b) Automatic generation of content and responses by means of large language models (LLM) integrated into the Platform, which make it possible to produce coherent and contextualized texts based on the Client Content, the configuration of the Eleva Assistant and the behavior rules defined by ELEVA AI.

c) Semantic retrieval and processing of structured information, by means of embeddings, vector search and retrieval-augmented-generation (“RAG”) pipelines, which make it possible to locate, organize and transform relevant content from the Client’s ecosystem.

The technologies used may vary and evolve during the term of the Agreement with the aim of improving the performance, quality or security of the Service.

9.2. The Client acknowledges that the artificial intelligence functionalities integrated into the Platform may generate responses, recommendations and/or results that are incorrect, unverified or misleading. The Client undertakes, under its sole responsibility, to supervise, validate and, where applicable, correct such content, as well as to implement the control and review procedures that are appropriate to ensure the reliability of the information before its use.

9.3. ELEVA AI shall not be liable for errors, omissions, incorrect interpretations or any type of damage —direct or indirect— arising from the use of or reliance on such automated functionalities, except in cases of willful misconduct or gross negligence directly attributable to ELEVA AI.

10. Intellectual and Industrial Property

10.1. ELEVA AI and its licensors own all rights, including, without limitation, all intellectual and industrial property rights over the Platform, the documentation, improvements, know-how, the ELEVA AI Proprietary Data and the Service Data.

10.2. Each Party authorizes the other, on a non-exclusive basis, for the entire territory of the world and indefinitely in time, to use its trademarks, logos and trade names solely for marketing and promotional purposes related to the commercial relationship between them. Any use must be carried out solely for the stated purpose.

10.3. This Agreement does not imply the granting of any right over any product or services of ELEVA AI beyond what is expressly authorized in this Agreement, including, without limitation, the Platform, ELEVA AI’s technical documentation or any intellectual or industrial property right therein held by ELEVA AI and its licensors, distributors and other commercial partners.

11. Warranties

11.1. Subject to the terms of this Agreement and the Specific Conditions, ELEVA AI warrants that it has the right to license the Platform and that the Service shall be provided with professional diligence. ELEVA AI undertakes to make commercially reasonable efforts to provide the Client with access to the Platform. Access to the Platform and the Services shall be provided in accordance with the general industry standards applicable to this technology and the service levels indicated in the SLA in Annex I.

11.2. The Client warrants that the Client Content, as well as any processing thereof through the Platform, does not infringe third-party rights, including, among others, intellectual property rights, personal data protection rights, contractual rights or any other legally recognized right. Likewise, the Client undertakes to hold ELEVA AI harmless against any claim, damage or loss that may arise from breach of this representation.

11.3. Any warranty over the ELEVA AI Platform or Service shall not apply where: (a) the Platform or ELEVA AI’s documentation has been subjected to misuse, manipulation, experimentation, alteration or negligence by the Client, the Authorized Users or any third party on the Client’s behalf; (b) the problems with the Services have arisen from the Client’s deficient network connections or have been caused by third-party internet providers; (c) any other material or service provided by any person or entity other than ELEVA AI has been used, where applicable; and (d) repairs to the Platform or to ELEVA AI’s documentation have been carried out by any person or entity other than ELEVA AI or under its direction.

11.4. Without prejudice to what is expressly indicated in this clause, to the maximum extent permitted by applicable law, the Platform is provided “as is”, without any warranty, whether implied or express, as to its uninterrupted or error-free operation; its suitability for a specific purpose or for the Client’s particular expectations; its availability, continuity, accuracy, integrity, currency or technical adequacy; or the absence of viruses, defects, faults or vulnerabilities.

11.5. ELEVA AI shall not be liable, in any case, for the loss, alteration, unauthorized access to or destruction of any Client Content and/or Service Data stored or processed through the Platform, unless such loss is a direct consequence of willful misconduct or gross negligence on the part of ELEVA AI.

11.6. The Client is solely responsible for making appropriate backups and for retaining the information it enters or generates on the Platform, as well as for verifying its accuracy and currency.

12. Limitation of Liability

12.1. To the maximum extent permitted by applicable law and except in cases of willful misconduct or gross negligence on the part of ELEVA AI, in no event shall ELEVA AI, its providers and licensors, and/or its subsidiaries, affiliates, directors, employees, legal representatives and agents, be liable for any indirect damage or loss of profit (including without limitation loss of data, opportunity, revenue, profit, use or other economic advantages), reputational or consequential damages, even if advised thereof, arising out of or related in any way to this Agreement, derived from or related to this Service, including those arising from the use of the Platform, or due to any content obtained through the Platform, or to any interruption, inaccuracy, error or omission, regardless of its cause, including without limitation damages for loss of goodwill, work stoppage, loss of profit, loss of data, computer failure or any other commercial damage or loss.

12.2. To the maximum extent permitted by applicable law, the maximum liability of ELEVA AI or its providers for any claim under this document shall be limited to direct damages and shall not exceed the amounts actually paid by the Client for the part of the Service giving rise to any liability during the last twelve (12) months immediately preceding the event that gave rise to the corresponding claim.

12.3. ELEVA AI shall not be liable for any delay or breach caused in whole or in part by the Client’s material delay in performing or by the breach of any of its obligations under this Agreement.

12.4. ELEVA AI shall not be liable, in any case, for the Client Content or the interactions of the End Users, including, by way of example and without limitation, content that is inappropriate, unlawful, misleading or that infringes third-party rights. In particular, the Client shall be solely and exclusively responsible for ensuring that the Client Content complies with applicable regulations and does not infringe intellectual property rights, consumer regulations, data protection or other legal provisions. ELEVA AI reserves the right to remove, without prior notice, any content it considers inappropriate, unlawful or contrary to the terms of this Agreement.

13. Indemnification

13.1. Each of the Parties (the “Indemnifying Party”) undertakes to indemnify, defend and hold harmless the other Party, as well as its respective providers, parent companies, subsidiaries, board members, directors, employees, legal representatives and agents (collectively, the “Indemnified Parties”), against any claim, damage, loss, cost, liability or fee (including, without limitation, reasonable legal costs and fees) arising from:

(i) a third-party claim alleging that the use of the Platform or of any Client Content infringes the rights of such third party or has caused it harm;

(ii) a third-party claim that, if found to be true, would evidence a breach by the Indemnifying Party of any of the warranties or obligations assumed under this Agreement; or

(iii) a third-party claim directly related to the breach of this Agreement by the Indemnifying Party.

13.2. This indemnification obligation shall survive even after the termination of this Agreement, in relation to events occurring during its term.

14. Confidentiality

14.1. In connection with this Agreement, each of the parties (“Disclosing Party”) may disclose or make available to the other party (“Receiving Party”) Confidential Information. “Confidential Information” means information in any form or medium that the Disclosing Party considers confidential or private, including information that consists of or relates to the technology, trade secrets, know-how, business operations, plans, strategies, customers and pricing of the Disclosing Party, as well as information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case, regardless of whether it is marked, designated or otherwise identified as “confidential”.

14.2. Confidential Information does not include information that: (a) was lawfully known to the Receiving Party without restrictions on use or disclosure before such information was disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes publicly available for reasons unrelated to a breach of this Agreement by the Receiving Party or any of its representatives; (c) has been or is received by the Receiving Party on a non-confidential basis from a third party that, to the Receiving Party’s knowledge, was not and is not, at the time of such receipt, under any obligation to keep it confidential; or (d) the Receiving Party can demonstrate by written records or other documents that it has been or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

14.3. The Receiving Party, during the term of this Agreement and indefinitely after its expiry, shall not access or use the Confidential Information except to the extent necessary to exercise its rights or perform its obligations under this Agreement or to comply with any legal request for the confidential information, in which case the Receiving Party shall notify the Disclosing Party before such disclosure, so that the Disclosing Party may seek a protective order or other injunctive relief, and the Receiving Party shall provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure.

14.4. At any time during the term of this Agreement, the Receiving Party shall promptly return to the Disclosing Party the Confidential Information, as well as all copies thereof in any format, or shall securely delete such information, certifying in writing to the Disclosing Party that the Confidential Information has been returned to the Disclosing Party or securely deleted.

15. Data Protection

15.1. In accordance with the General Data Protection Regulation (EU) 2016/679(GDPR) and Organic Law on Data Protection 3/2018 (LOPDGDD), the signatories, representatives and/or contact persons of the Parties appearing in this agreement have been informed that their personal data shall be processed by ELEVA AI and the Client, respectively as Data Controllers, for the sole purpose of managing and developing this Agreement, on the legal basis thereof, for the term hereof and, where applicable, for the time necessary to comply with the legal obligations of each Party. Such data shall not be transferred to third parties except to service providers, third parties involved in investment, corporate restructuring or similar processes of either Party, or legal advisors, which may be located outside the European Economic Area, with whom the Parties have formalized a data processing agreement with adequate safeguards. Data subjects may exercise, through the respective domicile, the rights of access, rectification, objection, erasure, restriction and portability, in accordance with the GDPR and the LOPDGDD, or lodge a complaint with the Spanish Data Protection Agency. The Parties shall inform about the content of this clause all those employees or collaborators whose data will be processed by the other Party for the performance of this agreement.

15.2. Processing of data in the context of the Service

15.2.1. Processing on behalf of the Client. Where ELEVA AI processes Personal Data for the purposes of providing the Service on behalf of the Client, including through Eleva Assistant, Eleva Forms, Client Integrated Systems or other functionalities or channels enabled by the Client, the Client shall act as Controller and ELEVA AI as Processor. Such Processing shall be governed by the DPA, which shall prevail in the event of conflict in relation to the processing of Personal Data on behalf of the Client.

15.2.2. Independent Processing. ELEVA AI may separately process Personal Data as an independent Controller where it independently determines the purposes and essential means of such Processing, including where necessary for the management of its own contractual, legal, security or compliance obligations. Any such Processing shall be subject to applicable Data Protection Laws and the relevant privacy information and shall not include the use of Personal Data processed on behalf of the Client for training or improving AI models contrary to the DPA.

15.2.3. Subject to the terms of the DPA, the Client authorises and instructs ELEVA AI to process Service Data, Conversational Data and Form Data for the purpose of generating effectively and irreversibly anonymised information. Once anonymized, ELEVA AI may use the Anonymized Data for purposes of analytics, Service improvement, the preparation of aggregated reports and the training, tuning or optimization of its own artificial intelligence models.

15.2.4. The DPA shall form an integral part of this Agreement and may be updated by written agreement between the Parties to reflect changes in the Services or the processing activities performed on behalf of the Client. In the event of any inconsistency between the DPA and this Agreement concerning the processing of Personal Data on behalf of the Client, the DPA shall prevail.

16. Miscellaneous

16.1. Governing law and jurisdiction. These Terms are governed by the laws of Spain. All disputes arising under or in connection with these Terms shall be resolved exclusively before the courts and tribunals of the city of Barcelona, Spain.

16.2. Waiver. The waiver of a breach of any provision of these Terms shall not operate or be construed as a waiver of any other subsequent breach.

16.3. Severability. If any part of this Agreement is held to be unenforceable, in whole or in part, such decision shall not affect the validity of the remaining parts of these Terms.

16.4. Assignment. Neither Party may assign any right or obligation under these Terms without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign such rights / obligations without the need for prior consent in the following cases: (i) to an entity that is part of the same group of companies; (ii) in the context of a merger, demerger, acquisition, global transfer of assets and liabilities, or similar corporate restructuring, provided that the assignee fully assumes the obligations arising from these Terms.

16.5. Force majeure. Neither party shall be liable for delays or breaches due to force majeure events, understood as unforeseeable or unavoidable situations beyond the reasonable control of the affected Party, such as natural disasters, armed conflicts, pandemics, general power or telecommunications outages, or governmental decisions. The affected Party must inform the other as soon as possible, stating the reason and the possible duration. While the force majeure event lasts, the affected obligations shall be suspended. If the situation continues for more than sixty (60) calendar days, either Party may terminate the agreement established by these Terms without penalty.

16.6. Entire agreement. These Terms (including the Purchase Order and Annexes) constitutes the entire Agreement and supersedes all prior or contemporaneous agreements, oral or written, relating to its subject matter, and prevails over any conflicting term of any other service proposal provided by ELEVA AI to the Client.

ANNEX I. SERVICE LEVEL AGREEMENT (“SLA”)

This Annex sets out the service levels that ELEVA AI shall assume vis-à-vis the Client and/or the Authorized Users in relation to the use of the Platform provided by ELEVA AI to the Client under the Agreement.

1. Support Levels - Roles:

The services described above shall hereinafter be referred to as "Support Services".

The Support Services shall be provided according to the severity levels indicated below.

2. Severity definitions and target response times

When reporting an Incident, the severity level shall be determined by the Client in line with the definitions detailed above, subject to ELEVA AI’s reasonable final decision in this regard. ELEVA AI shall make commercially reasonable efforts to provide response times in accordance with this Service Schedule:

Official channels for incidents: incidents@eleva-ai.com (shared mailbox) and the agreed ticketing tool.

Standard support: Response times are measured during normal support hours, aligned with the Client’s standard opening hours (10:00-22:00 CEST), with a pre-opening window from 08:00 to 10:00 for overnight incidents.

3. Exclusions from the support services

ELEVA AI is not obliged to provide Support Services in the following situations:

a) The incident is the result of misuse or negligent use of the Platform by the Client or the Authorized Users.

b) The Platform has been damaged or the incident is caused by negligence, malfunction or other causes beyond ELEVA AI’s reasonable control;

c) The incident is caused by third-party software not licensed by or through ELEVA AI;

d) The Client has not paid the Price.

4. Suspension and termination of the Support Services

ELEVA AI reserves the right to suspend the provision of the Support Services if the Client fails to pay any amount due within thirty (30) calendar days following the due date of that amount.

Annex II – Data Protection Agreement

[under separate document]