This Self-Hosted Subscription Agreement ("Agreement") is entered into between Libeccio Ventures S.r.l., with its principal place of business in Piazza Borromeo 14, 20123 Milan, Italy, owner of the registered trademark Kosmoy® ("Kosmoy"), and the customer entity identified in the applicable Order Form ("Customer"). This Agreement governs the licensing and use of Kosmoy's self-hosted software.

BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, CUSTOMER AGREES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT

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1.    DEFINITIONS

●    "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
●    "Agreement" means this Kosmoy Self-Hosted Subscription Agreement and any Order Forms.
●    "Confidential Information" means all non-public information disclosed by one party ("Discloser") to the other ("Recipient"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Kosmoy's Confidential Information includes, without limitation, the Software, its source code, documentation, pricing, and the terms of this Agreement.
●    "Customer Data" means any data, information, or material that Customer processes or stores using the Software.
●    "Deployment Environment" means the single physical or virtual environment (e.g., a single data center or a single virtual private cloud) specified in the applicable Order Form where the Software is authorized to be installed and operated.
●    "Documentation" means the official user manuals, guides, and other materials related to the Software provided by Kosmoy.
●    "Effective Date" means the start date of the initial Subscription Term as specified in the first Order Form.
●    "Order Form" means the ordering document or online order specifying the Software, Usage Metrics, Deployment Environment, Subscription Term, fees, and other commercial terms, executed by both parties.
●    "Software" means the Kosmoy proprietary software product(s) specified in the Order Form, provided in object code format, including any Updates.
●    "Subscription Key" means the license key or similar control mechanism provided by Kosmoy to activate and manage the Software.
●    "Subscription Term" means the period during which Customer is licensed to use the Software, as specified in an Order Form, including any renewal terms.
●    "Updates" means all bug fixes, patches, maintenance releases, and new versions of the Software made generally available by Kosmoy to its customers.
●    "Usage Metrics" means the limits on Customer's use of the Software as specified in the Order Form (e.g., number of users, nodes, instances).

2.    GRANT OF LICENSE

2.1.    License. Subject to the terms of this Agreement and payment of all applicable fees, Kosmoy grants Customer a non-exclusive, non-transferable, non-sublicensable, revocable, limited-term license to install, execute, and use the Software and Documentation during the applicable Subscription Term, solely for Customer's internal business operations within the authorized Deployment Environment and within the Usage Metrics specified in the Order Form. Use of the Software in any other environment requires a separate Order Form and payment of additional fees.
2.2.    Restrictions. Customer shall not, and shall not permit any third party to: (a) decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code for the Software; (b) modify, adapt, or create derivative works based on the Software or Documentation; (c) rent, lease, sublicense, sell, distribute, or otherwise transfer the Software to any third party; (d) use the Software to provide services to third parties (e.g., as a  managed service or service bureau); (e) remove or obscure any proprietary notices or labels on the Software; (f) use the Software for purposes of competitive analysis, benchmarking, or to develop a competing product; or (g) exceed the Usage Metrics or deploy the Software beyond the scope defined in the Order Form without executing a new Order Form and paying the applicable fees
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3.    SUBSCRIPTION KEY AND ENFORCEMENT

The Software might require a valid Subscription Key to operate and access premium features. Customer agrees not to circumvent or attempt to circumvent the Subscription Key mechanism.
 

4.    FEES AND PAYMENT

4.1.    Fees. Customer shall pay all fees specified in the applicable Order Form. Unless otherwise stated, fees are quoted and payable in Euros. Fees are based on the subscription purchased and not actual usage.
4.2.    Invoicing and Payment. Fees will be invoiced annually in advance, unless otherwise specified in the Order Form. Invoices are due and payable within thirty (30) days from the invoice date.
4.3.    Late Payments. Any undisputed fees not received by the due date will accrue interest at a rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
4.4.    Taxes. All fees are exclusive of any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder, other than taxes based on Kosmoy's net income.
4.5.    Non-Refundable. Except as expressly provided herein, all payment obligations are non- cancelable and fees paid are non-refundable.

5.    SUPPORT AND MAINTENANCE

Kosmoy will provide the level of technical support specified in the Order Form. Customer agrees to promptly install all Updates provided by Kosmoy. Kosmoy is only obligated to support the most recent major version of the Software and the immediately preceding major version. Kosmoy may, at its discretion, discontinue support for older versions upon providing twelve (12) months' prior written notice.

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6.    CUSTOMER RESPONSIBILITIES

6.1.    Environment. Customer is solely responsible for acquiring, provisioning, and maintaining all hardware, software (e.g., Kubernetes), and network infrastructure necessary to operate the Software within the specified Deployment Environment.
6.2.    Security. Customer is responsible for the security of its own systems and its instance of the Software, including implementing and maintaining industry-standard security controls such as firewalls, access controls, and data encryption (e.g., TLS).
6.3.    Data. Customer is solely responsible for the accuracy, legality, and security of all Customer Data. Customer represents and warrants that it has all necessary rights and consents to process Customer Data using the Software.
 

7.    USAGE VERIFICATION AND AUDIT

Upon Kosmoy's thirty (30) days' prior written notice, Customer shall provide a system- generated report detailing its usage of the Software to verify compliance with the Usage Metrics and Deployment Environment. Furthermore, Kosmoy or its designated independent auditor may, upon reasonable notice, audit Customer's use of the Software no more than once annually. If an audit reveals that Customer has underpaid fees or is using the Software outside the licensed scope, Customer shall promptly pay the underpaid fees and/or true-up its license. If the underpayment exceeds five percent (5%) of the fees payable during the audited period, Customer shall also reimburse Kosmoy for the reasonable costs of the audit.

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8.    INTELLECTUAL PROPERTY

8.1.    Ownership. Kosmoy and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the Software, Documentation, and any Updates. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.
8.2.    Feedback. If Customer provides any suggestions, ideas, or other feedback to Kosmoy ("Feedback"), Customer hereby grants Kosmoy a worldwide, perpetual, irrevocable, royalty- free license to use, modify, and incorporate such Feedback into its products and services without any obligation to Customer.

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9.    CONFIDENTIALITY

9.1.    Obligation. The Recipient shall use the same degree of care that it uses to protect its own confidential information of like kind (but not less than reasonable care) to not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this Agreement.
9.2.    Exclusions. Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was known to the Recipient prior to its disclosure by the Discloser; (c) is received from a third party without breach of any obligation owed to the Discloser; or (d) was independently developed by the Recipient.
9.3.    Survival. The obligations of confidentiality shall survive for five (5) years following the termination of this Agreement, and indefinitely for information qualifying as a trade secret under applicable law.
 

10.    PRIVACY AND DATA PROCESSING

Customer acts as the data controller for any personal data within Customer Data. Kosmoy acts as a data processor and will only process limited telemetry data necessary for license compliance, support, and product improvement. Where remote support or other services require Kosmoy to access Customer Data that includes personal data, the parties agree to execute Kosmoy's standard Data Processing Addendum (DPA).

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11.    WARRANTIES AND DISCLAIMER

11.1.    Limited Warranty. Kosmoy warrants that for a period of ninety (90) days from the initial delivery of the Software, it will perform in all material respects in accordance with the Documentation. For any breach of this warranty, Customer's sole and exclusive remedy, and Kosmoy's entire liability, shall be for Kosmoy to, at its sole discretion and expense, either (a) correct the non-conformity or (b) terminate the license for the non-conforming Software and refund the prepaid, unused fees for that Software.
11.2.    GENERAL DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, THE SOFTWARE AND ALL RELATED SERVICES ARE PROVIDED "AS IS." KOSMOY MAKES NO  OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
11.3.    Acknowledgement and Disclaimer Regarding AI Systems. Customer acknowledges that the Software is designed to interact with and manage third-party large language models ("LLMs") and other artificial intelligence systems. Customer understands and agrees that: (a) the outputs generated by such AI systems are probabilistic and may be inaccurate, incomplete, offensive, or otherwise not fit for a particular purpose; (b) Customer is solely responsible for reviewing, evaluating, and using any output from such AI systems; and (c) Kosmoy has no control over, and assumes no responsibility or liability for, the outputs, decisions, or actions of any third-party AI system accessed through the Software. Customer agrees that it uses AI-generated content at its own risk.

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12.    INDEMNIFICATION

12.1.    By Kosmoy. Kosmoy will defend Customer against any third-party claim alleging that the Software infringes a patent or copyright, and will indemnify Customer for any damages finally awarded against Customer or agreed to in settlement. This obligation is contingent upon Customer: (a) giving Kosmoy prompt written notice of the claim; (b) giving Kosmoy sole
 

control of the defense and settlement of the claim; and (c) providing Kosmoy with all reasonable  assistance.
12.2.    By Customer. Customer will defend Kosmoy against any claim arising from or related to
(a) Customer Data; (b) Customer's breach of this Agreement or violation of applicable law; (c) Customer's specific configuration or use of the Software in a manner not specified in the Documentation; or (d) any output, content, or decision generated by a third-party AI system accessed through the Software. Customer will indemnify Kosmoy for any damages finally awarded or agreed to in settlement.

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13.    LIMITATION OF LIABILITY

13.1.    Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE
(12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13.2.    Exclusion of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS, DATA, OR BUSINESS INTERRUPTION, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.3.    Exceptions. The limitations in this Section 13 shall not apply to: (a) a party's indemnification obligations; (b) a party's breach of its confidentiality obligations; (c) Customer's breach of the license restrictions in Section 2.2; or (d) Customer's payment obligations.

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14.    TERM AND TERMINATION

14.1.    Term. This Agreement commences on the Effective Date and continues until all Subscription Terms have expired or been terminated. Subscription Terms shall automatically renew for additional periods equal to the expiring term unless either party gives the other written notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term.
14.2.    Termination for Cause. A party may terminate this Agreement for cause if the other  party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice.
14.3.    Effect of Termination. Upon termination or expiration, all licenses granted to Customer will immediately cease. Customer must immediately cease all use of the Software and destroy or, if requested by Kosmoy, return all copies of the Software, Documentation, and Kosmoy's Confidential Information.

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15.    GENERAL  PROVISIONS

15.1.    Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of Italy. All disputes - included those of not contractual nature - arising out of, related or connected to this agreement shall be settled by arbitration under the Rules of the Milan International Chamber of Arbitration (the Rules), by three arbitrators, appointed in accordance with the Rules, which are deemed to be incorporated by reference into this clause. The arbitrators shall decide based on the laws of Italy. Prior to initiating any legal action, the parties agree to have their respective CEOs or senior executives negotiate in good faith in person for a period of at least ninety (90) days.
15.2.    Notices. All notices must be in writing and will be deemed given when delivered personally, sent by certified mail (return receipt requested), or by a nationally recognized overnight courier to the addresses set forth in the Order Form or via Certified e-mail (PEC).
15.3.    Assignment. Neither party may assign this Agreement without the prior written consent of the other party. However, Kosmoy may assign this Agreement without Customer's consent to (a) an entity controlled by Kosmoy or by Kosmoy's ultimate beneficial owner(s), or (b) in connection with a merger, acquisition, or sale of all or substantially all of its assets to which this Agreement relates. Any other attempted assignment shall be void.
15.4.    Force Majeure. Neither party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, riots, or utility failures.
15.5.    Entire Agreement. This Agreement, including all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
15.6.    Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions will remain in effect.
15.7.    Export Compliance. The Software and Documentation are subject to the export control and sanctions laws and regulations of the European Union, the United States, and other applicable jurisdictions. Customer agrees to comply strictly with all such laws and regulations. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any country subject to an EU or U.S. government embargo (including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People’s Republic, and Luhansk People’s Republic regions of Ukraine), or a person or entity on any EU or U.S. government restricted party list. Customer shall not, directly or indirectly, export, re-export, or transfer the Software or Documentation to any prohibited destination, entity, or individual, or for any prohibited end-use. These obligations shall survive the termination or expiration of this Agreement.