T&C (SAAS AGREEMENT)

Please review this SaaS Agreement carefully before using Sunex’s services. By checking the “I accept the terms and conditions” box during the Stripe checkout process, the client (the “Licensee”) acknowledges and agrees to comply with the terms and conditions outlined in this Agreement. If you do not agree to these terms, DO NOT proceed with the checkout process or use the platform/services.

Sunex provides hosted software services, and the Licensee wishes to access these services according to the terms outlined in this Agreement.

This Agreement acts as the main agreement between Sunex and the Licensee for any future Order Forms the Licensee may submit to Sunex for additional service. The client is aware that the definitions contained in Annex A are an integral part of the agreement.

1. PLATFORM, FEATURES AND SAAS SERVICES

We want our platform to be as open and inclusive as possible, but we also want it to be safe, secure and in accordance with the law. The specific products and services available to the Licensee shall be those explicitly detailed and regulated in the Commercial Agreement executed between the parties.

2. SERVICES AND API USAGE

API services may be available on certain Sunex services, as specified in the Commercial Agreement, with any specific functionality outlined if applicable.

The following limits apply to any API service:

• API Usage: Maximum request size is 50MB.
• Batch Processing: Up to 50 concurrent requests.
• API Service Levels: 99% uptime commitment, excluding scheduled maintenance and force majeure events.

3. LICENSE GRANT

Sunex grants the Licensee a non-exclusive, non-transferable right to use the SaaS Services listed in the Order Form, solely for internal business purposes, under the terms of this Agreement.

4. LICENSEE RESPONSIBILITY AND RESTRICTIONS

4.1. Licensee Responsibilities

Licensee is responsible for all activities conducted by it or through the Platform.

4.2. Compliance with Laws

The Licensee must comply with all applicable local, state, national, and international laws (“Laws”) in using the SaaS Services, including those related to employment, Legislative Decree 231/01, data privacy and protection. The Licensee acknowledges that Sunex has no control over the Licensee Data transmitted to or through the Platform. Sunex may limit access to the SaaS Services as required by law.

4.3. Restrictions

The Licensee agrees not to, and will not allow third parties to:

• Copy, republish, or distribute the SaaS Services
• Make the SaaS Services available to others
• Rent, sell, sublicense, or use the SaaS Services for third-party services such as service bureaus or time-sharing
• Upload or store any Sensitive Data in the SaaS Services unless necessary for Sunex to provide the Services
• Send or store viruses, spyware, ransomware, Trojan horses, or other harmful code in connection with the SaaS Services
• Send or store infringing, offensive, or unlawful material through the SaaS Services
• Modify or create derivative works based on the SaaS Services
• Remove or alter any copyright, trademark, or proprietary notices in the SaaS Services
• Reverse engineer, decompile, or attempt to derive the source code or underlying algorithms of the SaaS Services
• Use the SaaS Services to build a competing product
• Exploit the SaaS Services in any unauthorized way, including overburdening network capacity

5. INTELLECTUAL PROPERTY

Sunex owns all rights, including intellectual property, in the SaaS Services, Platform, documentation, and any derivative works. Any feedback or suggestions provided by the Licensee regarding the SaaS Services are also the property of Sunex’s trademarks, including its name and logo, which may not be used without prior permission. All rights not expressly granted herein are reserved.

6. FEES PAYMENT AND SUSPENSION

6.1 Fees and credits

Sunex fees for SaaS Services are set forth in the Order Form.

6.2 Credits

Credits may be purchased through the credit packages available on our website, for a specified price. Prices for credit packages are listed on Order form.

Customer acknowledges that:

• Fees are based on Services purchased and not actual usage;
• Payment obligations are non-cancellable, and any Fees paid are non-refundable, unless otherwise specified in this Agreement;

6.3 Invoicing and Payment

Sunex will invoice Licensee for all fees described in the Order Form under the terms and conditions provided therein. Except as expressly provided otherwise herein, fees are not refundable, non-cancellable and not subject to set-off. All fees shall be stated in and paid by the Licensee in the currency stated in each Order Form.

6.4 Overdue payment

If any fees remain unpaid by their due date, in addition to any other rights or remedies it may have under this Agreement or by matter of law. Sunex reserves the right to suspend the SaaS Services until all outstanding amounts are paid in full. The suspension of the SaaS Services does not relieve the Licensee of its payment obligations under this Agreement.

7. TERM AND TERMINATION

7.1. First trial period

The Client has the right to withdraw from the service after the First trial period of seven (7) days (as defined in ANNEX A), without any further obligations. The withdrawal must be made in writing and sent to [email protected]

After the First trial period, the Client will be subject to the terms of the ongoing subscription (i.e. standard termination).

7.2. Automatic renew

The Agreement will automatically renew for successive periods of equal duration unless the client provides a 30-day written notice of non-renewal through the designated procedure on the provider’s website or by email to the address: [email protected]. Such notice must be submitted prior to the expiration of the current term. Renewal will occur under the same terms as the initial Agreement unless otherwise agreed in writing by the parties.

7.3. Sunex Early Termination

Sunex may terminate this Agreement with immediate effect in cases of:

1. Unauthorized use of the SaaS Services (breach of Sections 4, 5, and 9)
2. Failure to make timely payment
3. Inability to lawfully receive the SaaS Services
4. Any other breach or failure to comply with the Licensee’s obligations under this Agreement

7.4. Effect of Termination

Upon termination or expiration of this Agreement, all rights granted under this Agreement to the Licensee shall cease and terminate and the Licensee shall have no further rights to receive or use the SaaS Services. Sections 1, 4, 6, 7, 8, 9 and 11 of this Agreement shall survive the termination or expiration of this Agreement for any reason whatsoever.

7.5. Suspension for ongoing harm

Sunex may suspend the SaaS Services if the Licensee’s use causes harm to Sunex or the security of the Services. Sunex will make reasonable efforts to notify the Licensee and offer an opportunity to resolve the issue before suspension. Sunex shall not be liable to Licensee or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 7.7. Nothing in this Section 7 will limit Sunex’s other rights under this Agreement.

8. WARRANTIES AND DISCLAIMERS

Except as expressly provided in Section 8 and to the maximum extent permitted by applicable law, Sunex provides its SaaS services “as-is” and makes no warranties of any kind, whether express, implied, statutory, or otherwise. Specifically, Sunex disclaims all warranties of fitness for a particular purpose, merchantability, accuracy of informational content, systems integration, non-infringement, or uninterrupted service.

Sunex does not warrant that the SaaS services will be error-free or uninterrupted. Additionally, Sunex makes no warranty regarding the interoperability of the SaaS services with non-Sunex applications.

The limited warranties provided in this Section 8 are the sole and exclusive warranties offered to the Licensee in connection with the subject matter of this SaaS agreement.

9. CONFIDENTIAL INFORMATION

9.1 “Confidential Information”

Refers to proprietary, non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”), which is:

• Marked as “confidential” or “proprietary” when in written or tangible form;
• Identified as confidential orally or by demonstration, and confirmed in writing within 30 days; or
• Reasonably deemed confidential due to the nature of the information and the context of disclosure, including Licensee Data, Agreement terms, business plans, technical info, and product designs.

9.2. Exclusions

Confidential Information does not include information that:

• Is public at the time of disclosure or becomes public without the Receiving Party’s fault;
• Was already known to the Receiving Party from an independent source not bound by confidentiality; or
• Is independently developed by the Receiving Party without using the Confidential Information.

9.3. Obligations of the Receiving Party

The Receiving Party must:

• Use Confidential Information solely to perform its obligations under this Agreement;
• Restrict disclosure to employees, agents, or service providers with a “need to know” and ensure they are subject to confidentiality obligations.

The Receiving Party must take at least reasonable care to protect the Confidential Information.

9.4. Legal Disclosure

If required by law or court order, the Receiving Party may disclose Confidential Information but must use commercially reasonable efforts to notify the Disclosing Party beforehand to allow them to seek a protective order or restrict the disclosure.

10. DATA SECURITY

Sunex commits to complying with the GDPR (General Data Protection Regulation) and the AI Act (Regulation (EU) 2021/0106), ensuring that personal data is processed securely and only for purposes outlined in the Agreement or necessary for the performance of the services. Sunex will implement appropriate measures to protect personal data, ensure transparency, and uphold the rights of individuals, in line with applicable legal requirements, including the basis of legitimate interest for processing where applicable.

11. GENERAL PROVISIONS

11.1 Assignment

Neither party may transfer or assign this Agreement, or any rights or obligations under it, without the prior written consent of the other party.

11.2 Force Majeure

Neither party will be liable for any delay or failure to perform due to circumstances beyond their reasonable control, including natural disasters, government actions, cyberattacks, terrorism, or service disruptions related to hardware, software, or power systems not in their control (a “Force Majeure Event”). However, the Licensee remains responsible for timely payment of all amounts due under the applicable Order Form, regardless of any Force Majeure Event.

Entire Agreement: This Agreement, along with incorporated documents, is the complete agreement between the parties and supersedes all prior communications. No terms in purchase orders, sales confirmations, or other forms will alter the rights or obligations hereunder. Any changes or waivers must be in writing and signed by both parties. Failure to enforce any provision does not waive that provision or any other, and waiving a breach does not waive subsequent breaches.

11.3 Publicity

During the term of this Agreement, Sunex may include Licensee’s name and logo in its customer list, including on its website.

Independent Contractors, No Third-Party Beneficiaries: The parties are independent contractors. These general agreements do not create a partnership, franchise, join venture, agency, fiduciary or employment relationship between the parties. This Agreement does not create any rights for third parties.

11.4 Anti-Bribery and Corruption

Neither party has offered or received any bribe, kickback, payment, gift, or anything of value from the other party’s employees or agents in connection with this Agreement. If either party becomes aware of any violation of this provision, they will promptly notify the other party.

11.5 Interpretation

For any disputes arising out of the interpretation or enforcement of this Agreement, the parties agree that Italian law, including the relevant provisions of the Italian Civil Code, shall apply exclusively.

12. GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by the laws of the country and state where Sunex is located, without reference to its conflicts of law principles. Any legal action, suit or proceeding in any way arising out of this Agreement shall be subject to the exclusive jurisdiction of the Court of Rome.

13. COMMUNICATIONS

Except as expressly permitted in this Agreement, communications under this Agreement shall be made by email to the following addresses:

• Sunex: [email protected]
• Licensee: as provided in the Order Form.

ANNEX A: DEFINITIONS

As used in this Agreement: