Antares Vision Digital Academy Policy Agreement

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Thank you for opting to subscribe to the Antares Vision Digital Academy (hereinafter, the “Digital Academy”). The use of the Digital Academy, the products and services associated with it, are governed by the following terms and conditions (the “Terms”).

Your use of the Digital Academy or your affirmative acceptance of the Terms constitutes a legal agreement between you and Antares Vision S.p.A. (hereinafter, “AV”), a contractual commitment by you to AV to comply with the Terms. By (a) flagging the statement “I hereby accept the terms and conditions of Antares Vision S.p.A.’s Digital Academy Policy Agreement” on the platform; and/or, (b) signing the form provided to you by AV during the registration process, you acknowledge and agree to these Terms and confirm that you have read and agreed to the terms and conditions of the third party provider hosting the Digital Academy (the “Third Party Terms”). If you do not agree to these Terms, you are not permitted to use the Digital Academy. If you are dissatisfied in any way with the Digital Academy, or you have any questions about it, you may contact AV via e-mail at:

1. ANTARES VISION DIGITAL ACADEMY

Description of the Digital The Digital Academy and the relevant training courses, simulations and documentation are provided by AV exclusively for the benefit of certain authorized users who are in an employment or business relationship with AV, and, namely: employees, collaborators, customers, partners, agents, resellers, CMOs, providers and distributors of AV (hereinafter, collectively the “Eligible Users” and, each, an “Eligible User”).

The scope of the Digital Academy is to provide on-line training courses, simulations, tests and documentation regarding the use, functionality and features of AV’s products and/or services to Eligible Users.

Third Party Platform Provider. Please note that the platform hosting the Digital Academy is supplied by Docebo p.A. (hereinafter, the “Third Party Provider”). As a condition to your subscription to the Digital Academy, you agree to comply with the Third-Party Terms which can be found at the URL: https://www.docebo.com/docebo- terms-and-conditions/

Structure of the Digital The Digital Academy is composed of two sections named respectively, “Courses and Learning Plans” and “Antares Vision Digital Academy Policy”, where, subject to and in compliance with the Terms and of any applicable agreement:
1. (“Courses and Learning Plans”), the Eligible Users may (i) view the list of training courses available, including information on the duration, scope and/or price of each course/Learning Plan or certificate program; (ii) attend the relevant training

course/certificate, review and examine the related documentation and, as/if applicable, participate to any relevant quiz, survey or assignment related to such training course; (iii) review their personal learning plan as well as their dashboard, profile, activities, personal statistics and issued certifications.

(“Antares Vision Digital Academy Policy”), the Eligible Users may access and examine this Policy, as from time to time amended by

Section (“Courses and Learning Plans”) contains several assets that include – but are not limited to – virtual training courses, simulations, demos, manuals or other documentation and information, marketing materials such as brochure and presentation of AV, its products and related services, its customers, sales processes, data sheets, market analysis and price lists etc. (hereinafter, collectively the “Academy Materials”).

2. REGISTRATION AND ACCESS TO THE DIGITAL ACADEMY

Registration procedure and access to the Digital In order to allow the Eligible User to access the Digital Academy and its related services, AV will collect information related to such Eligible User from the Eligible User’s employer

The Eligible User undertakes to: (i) promptly and constantly update the information related to the relevant Eligible User so as to ensure that all such information is always truthful, updated, complete and accurate; (ii) immediately inform AV of any unauthorized access to the Eligible User’s account or any other violation of the security measures; (iii) log-out from the Eligible Users’ account at the end of each session; (iv) comply with the provisions set forth in paragraph 2.3 below. AV does not assume any obligation in respect to the truthfulness and accuracy of the information provided by the Eligible User.

Right to block and suspend access to the Antares Vision Digital Academy. Save as otherwise agreed in the agreement in force with any given Eligible User, every 6 (six) months all Eligible Users will receive an automatic e-mail aimed to check that the account is To keep the account active, each Eligible User is required to click on the link included in such automatic e-mail within 5 (five) business days starting from the date of its receipt. In the absence of any confirmation by the terms above, the account will be blocked. However, the reactivation of the same account will be possible for the Eligible User by sending an e-mail to the following address :However, if AV (a) discovers or suspects any information provided to be false, inaccurate, incomplete or not updated or any unauthorized access to the Eligible User’s account or any ascertained or alleged breach of security measures; and/or (ii) terminates the contractual relationship with any Eligible User(s) or starts a legal proceeding against any Eligible User for any reasons whatsoever, AV shall have the right, at its sole discretion, to either block or suspend the pertinent Eligible User’s account or its access to any training course or document contained in the Digital Academy.
Prohibition to disclose or share the Academy credentials. Each Eligible User acknowledges that the Academy username and password are strictly personal and, by accepting these Terms, undertakes not to share, communicate or otherwise disclose, in any manner whosoever, its Academy username and relevant password to any third party. By accepting these Terms, each Eligible User further undertakes to promptly inform AV in writing of any occurred or possible theft, disclosure, communication or discovery of the Academy username and relevant password from or by any third party. Upon receipt of such communication, AV shall promptly invalidate the relevant Academy username and provide the relevant Eligible User with new Academy credentials and provisional password. Each Eligible User will therefore be exclusively liable for any damage, loss, liability, and expense (including attorney’s fees and costs) resulting from, or in any manner connected to, the disclosure, communication, dissemination to any third party of the Academy credentials and relevant password and/or failure to promptly communicate to AV any theft, disclosure, communication or discovery of the Academy credentials and relevant password from or by any third party. The Academy credentials are strictly bound to a valid professional email address of the Eligible User and not to his/her personal email address.

3. ELIGIBLE USERS RIGHTS AND LIMITATIONS

License grant and Subject to these Terms, to AV’s policies (including but not limited to any training-specific eligibility requirements and other terms), and to any relevant agreement, AV hereby grants the relevant Eligible User a limited, personal, non-exclusive, non-transferable, and revocable license to access the Digital Academy and access, review and examine exclusively the Academy Materials for which it has received authorization from AV and/or for which such Eligible User has fully and timely paid the relevant training fees pursuant to any relevant agreement executed with AV.
License limitations. The training courses and simulations shall be attended exclusively by the relevant Eligible The same are made available on the Digital Academy for a given period as agreed, on a case by case basis, with AV in the relevant agreement. Each training program shall be completed by the enrolled Eligible Users until the expiration of their respective availability period. By accepting these Terms, each Eligible User undertakes not to:
1. share, communicate, copy or in any manner disseminate any Academy Materials and/or answers to quizzes or assessments which each Eligible User may be required to complete after participation to any relevant training course;
2. by any means, download, copy, print, photograph, save, amend, modify or in any manner create derivative works from the Academy Materials;
3. transfer, distribute, sell, resell, lease, sublease, license, sub-license or assign, in any manner whatsoever the Academy Materials;
4. remove any copyright, trademark or other proprietary notices of AV and its licensor affixed to or displayed on the Academy Materials;
5. use the Digital Academy and/or the Academy Materials to store, process, transfer, distribute, sell, communicate, in any manner whatsoever, any material or data unlawfully or illegitimately (including software or anything else potentially dangerous, viral or malicious) or which breaches privacy or intellectual property rights of third parties and/or disclose any other material or kind of material deemed inappropriate by AV;
6. use the Digital Academy to store, process or transmit, in any manner whosoever, any malicious code;
7. interfere or undermine the integrity and performance of the Digital Academy and/or of any Academy Materials including any third parties’ rights to access thereto;
8. make any unauthorized access to the Digital Academy and/or to the Academy Materials or related services, systems or
Academy Material modifications and AV reserves the right at its sole discretion to (i) cancel, interrupt, or reschedule any Academy Material or to modify any Academy Material content; (ii) remove functions, features, or requirements, suspend or stop any Academy Material; (iii) restrict access and visit to certain sections of the Digital Academy where upon such sections and/or contents shall no longer be available to all Eligible Users.
Eligible User indemnification. Each Eligible User agrees to defend, indemnify, protect and hold harmless AV, including but not limited to its shareholders, directors, employees, agents, consultants (hereinafter, the “Indemnified Parties”), from and against all damages, losses, liabilities, and expenses, including reasonable attorney’s fees and costs, of any nature whatsoever, incurred by the Indemnified Parties in connection with any claim, allegation demand or action resulting from or relating to: (i) any breach of these Terms or (ii) the use of the Academy ID and/or the Digital Academy; or, (iii) the violation of any agreement with AV; or, (iv) the breach of any rights of a third party, including without limitation, intellectual property rights of any third party. The Eligible Users shall not enter into any settlement of any claims or actions without the prior written consent of
Audit rights and Each Eligible User hereby undertakes to grant, or (as the case may be) procure that the relevant company or entity grants, to AV such information as AV may reasonably require with the objective of verifying the modalities of use of the Academy Materials and Digital Academy.

4. WARRANTIES

AV hereby undertakes and warrants that it has, and shall at all relevant times have, full right and authority to publish the Academy Materials (including any third party intellectual property rights embedded in, or otherwise provided with, the Academy Materials) on the Digital Academy for access, use and review of such Academy Materials by Eligible Users pursuant to and in compliance with these Terms.
AV AV shall defend the Eligible User against any third party claim that any Academy Materials, when used pursuant to and in compliance with these Terms and any applicable agreement, infringe any patent, trademark or copyright of such third party, or misappropriate a trade secret (but only to the extent that such misappropriation is not a result of the Eligible Users’ actions) and indemnify the Eligible User from the resulting costs and damages finally awarded against the Eligible User to such third party by a court of competent jurisdiction or agreed to in settlement; provided the Eligible User: (i) promptly provides AV with notice of such infringement claim; (ii) allows AV sole control over the defense thereof and related settlement negotiation; and (iii) reasonably cooperates in response to AV’s requests for assistance. The Eligible User may not settle or compromise any infringement claim without the prior written consent of AV. THIS SECTION 4.2 STATES THE ELIGIBLE USER’S SOLE AND EXCLUSIVE REMEDY AND AV’S ENTIRE LIABILITY FOR ANY INFRINGEMENT CLAIMS OR ACTIONS.
Disclaimer of warranties and exclusions. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 2 ABOVE, THE ACADEMY MATERIALS AND DIGITAL ACADEMY RELATED SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND – TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW – AV DISCLAIMS, ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. AV DOES NOT WARRANT THAT THE DIGITAL ACADEMY AND ACADEMY MATERIALS WILL OPERATE AT ALL TIMES IN AN UNINTERRUPTED OR ERROR FREE MANNER OR THAT THEY WILL MEET (OR ARE DESIGNED TO MEET) THE ELIGIBLE USERS BUSINESS REQUIREMENTS.
Further Disclaimer of warranties and indemnification. AV is not in charge and shall not be liable for any improper use of the Digital Academy by any Eligible User or third Each Eligible User shall be solely responsible for, and AV shall have no obligation to honour any promises or warranties that the Eligible User may provide any third party with respect to its access and use of the Digital Academy and related AV Materials. AV will not be responsible, neither in whole nor in part, for any difficulty, defect, failure, interruption or inability to access and/or use of the Digital Academy and/or Academy Materials deriving and/or related to the hardware equipment and/or software of the Eligible User or to his/her internet connection, or to any actions and/or behaviour of the Eligible User which proves to be inappropriate, harmful or against the law (including copyright infringement) whether national or international. Each Eligible User shall indemnify, defend and hold harmless AV from and against all damages, losses, liabilities, and expenses, including reasonable attorney’s fees and costs, of any nature whatsoever, incurred by AV in connection with any claim, allegation, demand or action resulting from or relating to any of the above circumstances including in respect to any promises or warranty whether express, implied, statutory or otherwise and to pay any settlement or damages awarded to a third party as a result of any action based on such any circumstances.

5. CONFIDENTIALITY

For the purposes hereof “Confidential Information” means any information provided (or otherwise acquired) by one party (hereinafter the “Discloser”) to the other party (hereinafter the “Recipient”) whether technical, operational, administrative, economic, commercial, financial, or in any manner directly or indirectly relating to the parties, their subsidiaries, their activities, technologies, methods or productive processes, know-how, products, services and/or users’ profile, irrespective of the form in which it is disclosed or the means by which it is provided, whether or not marked as confidential, and expressly including non-documentary and/or verbal information, and any elaboration in any form that contains, reproduces or from which any such information may be obtained. For the avoidance of doubt the parties acknowledge and accept that the Academy Materials as well as any document or information included in the Digital Academy shall be considered as Confidential Information of AV.
Confidentiality undertakings. The Recipient undertakes to treat the Confidential Information as strictly confidential and will protect the Discloser’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Recipient protects its own confidential or proprietary information of a similar nature but with no less than reasonable The Recipient may use Confidential Information of the Discloser exclusively (i) to exercise its rights and perform its obligations under these Terms or any applicable agreement; or (ii) in connection with the parties’ ongoing business relationship. The Recipient will not use any Confidential Information of the Discloser for any purpose not expressly permitted by these Terms and/or any applicable agreement and will disclose the Confidential Information of the Discloser only to the employees or contractors of the Recipient who have a need to know such Confidential Information for purposes of these Terms or any applicable Agreement and who are under a duty of confidentiality no less restrictive than the Recipient’s duty hereunder.
Exceptions to the confidentiality undertakings. The Recipient’s obligations of confidentiality under Section 2 with respect to any of the Discloser’s Confidential Information shall not apply to such part of the Confidential Information for which the Recipient proves that (a) it was already known to the Recipient at the time of disclosure by the Discloser; (b) was disclosed to the Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Recipient has become, generally available to the public; or (d) was independently developed by the Recipient without access to, or use of, Discloser’s Confidential Information or Intellectual Property. In addition to the above, the Recipient may disclose Confidential Information of the Discloser to the extent that such disclosure is mandatorily required by law or by a court order having jurisdiction on the Recipient. In such event, the Recipient shall provide prompt written notice to the Discloser of such requirement so that the Discloser may seek a protective order or other appropriate remedy. If such protective order or other remedy is obtained, the Recipient agrees to reveal only that portion of the information that it is legally required to disclose and to exercise all reasonable efforts to obtain confidential treatment for such Information.

6. INTELLECTUAL PROPERTY RIGHTS

For the purposes hereof “Intellectual Property Rights” means all worldwide intellectual property rights, including without limitation, copyrights, trademarks, service marks, trade secrets, know-how, inventions, patents, patent applications, moral rights and all other proprietary rights, whether registered or unregistered.
Intellectual property rights. The Academy Materials (including but not limited to all text, audio or images and videos contained therein), all copies and portions thereof, and all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein, are and shall remain the sole and exclusive property of AV. Any product, material or company logo which is included within the Digital Academy that are not of AV are owned by the relevant individuals or entities and are protected by the relevant Intellectual Property
No implied license. The Eligible User’s rights to use the Academy Materials and the Digital Academy shall be limited to those expressly granted pursuant to these Terms. No other rights with respect to the Academy Materials and the Digital Academy or any related Intellectual Property Rights are implied. Neither these Terms nor the Academy and the Academy Material shall be construed as providing the Eligible User or any third party, any express or implied license to use, copy or otherwise exploit the Digital Academy and Academy Materials or any portion thereof, including any intellectual property embodied therein except as expressly set forth in paragraph 3 above. The Eligible User is not authorized to use, and shall not permit any third party to use, the Academy Materials and the Digital Academy or any related Intellectual Property Rights or any portion thereof except as expressly authorized by these Terms.

7. LIMITATION OF LIABILITY

Limitation of AV’s liability in respect of any and all claims, liabilities, costs or causes of action, for any given fault whatsoever, of any nature or kind, regardless of whether the claim is based on contract, tort, strict liability, or otherwise, arising under or in connection with these Terms, the Academy Materials and/or the Digital Academy and/or any services related thereto, shall not exceed the fees paid for the specific Academy Materials or services giving rise to such claim, and in no event AV’ total and aggregate liability exceed the total fees paid by the Eligible User for the training course(s), the specific Academy Materials or any services related thereto giving rise to such claim.
Disclaimer of Liability. To the maximum extent permitted under applicable law, anything to the contrary notwithstanding, in no event shall AV be liable for any indirect, special, incidental, punitive, exemplary, multiplied or consequential damages of any character, including, without limitation, damages for loss of goodwill, loss of profits, loss of reputation, loss of sales, lost products, or business, work stoppage, computer failure or malfunction, lost data, or for any and all indirect damages or losses, even if any representative of AV had been advised, knew or should have known of the possibility of such

Additionally, in no event shall AV be liable in relation to the Eligible User’s correct and regular attendance to any training course(s), it is being understood that each Eligible User shall be solely responsible for the attendance, on a regular basis, to any such training courses with the due care and diligence in order to get the skills and knowledge which are expected to be achieved by him.

Limitation of Liability Pursuant to Article 1229 of the Italian Civil Code, the above limitation shall not apply to damages caused with gross negligence or fraud.
Exclusive remedy. For the avoidance of doubt, the Parties acknowledge and agree that

– without prejudice to the provisions of Section 4.3 – Section 7.1 states AV’s entire and exclusive liability and obligation, and the Eligible User’s exclusive remedy (at law or in equity), whether statutory, contractual, express, implied or otherwise, for any claim of any nature in respect of all and any claims and causes of action, arising under or in connection with these Terms, the Academy Materials and/or the Digital Academy or within the framework of any given service and that the provisions of Section 7.1 allocates the risks under these Terms between the parties, and the parties have relied on the limitations set forth herein in determining whether to go for this Agreement.

8. TERMINATION AND AMDENDMENTS

Upon termination, for any reason or cause, of the employment or business relationship with AV: (i) all rights related to the access to the Digital Academy shall immediately terminate and the Eligible Users shall cease any further use of the Digital Academy and of the Academy Materials; (ii) AV shall suspend or terminate the Eligible Users’ account and the related access rights to the Digital Academy.
These Terms may be modified unilaterally by AV from time to time, at is sole discretion. AV may or may not provide the Eligible User with notice of any changes to these Terms. As a condition of accessing the Digital Academy, the Eligible User undertakes to periodically check AV’s website for updates or changes to these Terms; to such end, the latest version of these Terms may be found at https://www.antaresvision.com/antares-vision-digital-academy-policy-agreement/ . The Eligible User’s continued use of, or access to, the Digital Academy and/or Academy Materials following any such changes constitutes acceptance of any and all such changes.

9. PRIVACY AND DATA PROTECTION

Processing of personal data. AV hereby informs that personal data of some of the Eligible Users (namely, customers, partners, agents, resellers, CMOs, providers and distributors of AV) will be processed in accordance with the Privacy Notice pursuant to sections 13 and 14 of EU Regulation No. 679/2016 available at the following link: https://www.antaresvision.com/antares-vision-digital-academy-policy-agreement/. While, the personal data of the other Eligible Users (namely, employees of AV and collaborators) will be processed in accordance with the respective Privacy Notices pursuant to section 13 of EU Regulation No. 679/2016 provided them at the time of the establishment of the employment relationship or the collaboration contract.

10. APPLICABLE LAW AND EXCLUSIVE JURISDICTION

Applicable These Terms and the rights and obligations of the parties hereunder shall be governed by, construed and interpreted in accordance with, the laws of the Republic of Italy, with the exclusions of rules governing choice of law and conflict of

laws. The United Nations Convention on Contracts for the International Sale of Goods shall not govern these Terms.

Exclusive All disputes between the Parties arising out of or in connection with, these Terms (including its validity, interpretation, performance or termination) shall be subject to the exclusive jurisdiction of the Court of Milan, Italy (IT).

ANTARES VISION DIGITAL ACADEMY

PRIVACY NOTICE PURSUANT TO SEC. 14 OF EU REGULATION NO. 679/2016 (“GDPR”)

ANTARES VISION S.p.A. (hereinafter, Antares Vision or the Data Controller), with headquarters in Via del Ferro, 16 – 25039 Travagliato – Brescia – ITALY, VAT code 02890871201, in its quality of Data controller process the personal data (hereinafter, “Data”) of the subjects involved in the processing (hereinafter, “Data subject”) and in particular of the participants in Antares Vision’s “Digital Academy” (hereinafter, the “Initiative”). Antares Vision collects the following Data from the Data subject’s employer and/or from the subject and/or entity which is requesting the relevant training course, simulation and/or test: Data subject’s name, surname, company, company’s website, job position, telephone number and email address, country of residence. The above mentioned Data are processed for requirements related to the Initiative’s enrolment and attendance by the Data subject. The legal basis for the Data processing is the Data subject’s express consent.

Antares Vision hereby informs you that for the above mentioned purposes the Data shall be processed also by computer, telematic, paper and manual instruments, in compliance with the confidentiality and safety rules provided by the law.

The provision of the Data for the purposes relating to the fulfillments concerning the Initiative’s enrolment and attendance is necessary to subscribe and participate in the Initiative. A subsequent possible opposition or revocation of the processing of personal data for the aforementioned purposes shall result in the immediate withdrawal and/or blocking of the enrolment to the Initiative.

The Data shall not be disseminated. Within the organization of the Data controller, the Data may be processed by the relevant offices entrusted with the execution of the processing activities (i.e. Administration, Commercial). In the performance of its activities, Antares Vision, in its quality of Data controller, may communicate the Data to the third parties appointed as data processor (hereinafter, “Data Processor”) for the purposes of managing enrolment and attendance to the Initiatives or for any further purposes to which the Data subject has agreed. The complete list of Data Processors appointed by Antares Vision can be easily known at no charge by sending a request to the email address indicated under paragraph 7 of this Privacy Notice.

The Data shall be stored on servers located within the European Union. Antares Vision shall transfer the Data outside the European Union, in particular in the United States, Canada and Switzerland, to the company who supplies the platform hosting the Digital Academy and provides support services to such platform, for the purpose of enabling the latter to grant operation of the platform and/or to provide support services related thereto. The data will be transferred on the basis of: a) the Standard Contractual Clauses approved by the European Commission (in case of transfer of data to the United States), b) the European Commission’s adequacy decision 2002/2/EC of 20 December 2001 (in case of transfer of data to Canada) and c) the European Commission’s adequacy decision 2000/518/EC of 26 July 2000 (in case of transfer of data to Switzerland). Any Data collected for the purposes indicated under paragraph 1 shall be retained for as long as necessary for the fulfilment of the Initiative, and subsequently for a period not exceeding the statutory limitation period, except for cases where the Data subject withdraws his/her consent to the processing of Data according to paragraph 7 below. Such consent’s withdrawal does not affect the lawfulness of processing based on consent before it.

According to Sections 15-22 of the GDPR, the Data subject has the right to: a) obtain information in relation to the purposes for which Data are processed, to the period of processing and to the subjects to whom the data are communicated (right of access); b) obtain the rectification or integration of incorrect Data concerning the Data subject (right to rectification); c) obtain the deletion of Data concerning the Data subject in the following cases (i) the Data are no longer necessary for the purposes for which they were collected; (ii) the Data subject has withdrawn his/her consent to the processing of Data, if these are processed on the basis of his consent. However, it is to be noted that the retention of Data by Antares Vision is also lawful if it is necessary in order to fulfil a legal obligation or to ascertain, exercise or defend a right in Court (cancellation right); d) limit the methods of data processing or oppose the data processing (limitation right and right to object); f) receive in a common, structured, commonly used and machine-readable format, all Data concerning the Data subject, if these are processed under a contract or on the basis of the Data subject’s consent (portability right).

Please also note that the Data subject has the right to contact the Data Protection Authority (Piazza Venezia n. 11, 00187 – ROME) in order to enforce his/her rights with regard to the data processing.

The Data controller pursuant to art. 24 of the GDPR is ANTARES VISION S.p.A., with headquarters in Via del Ferro, 16 – 25039 Travagliato – Brescia – ITALY, VAT code 02890871201. The Data controller can be contacted for any requests or reports concerning the Data processing at the following email address privacy@antaresvision.com. By sending an email to privacy@antaresvision.com, the Data subject can also exercise any rights referred to under paragraph 6 of this Privacy Notice.