SKILLGYM – TERMS AND CONDITIONS OF SERVICE

This Agreement and General Terms and Conditions govern the purchase and / or the Trial and / or the use of the Services purchased by the customer from Lifelike. Selecting (or flagging) the appropriate box on the acceptance and / or by completing and submitting the order form that refers to this agreement, the Customer declares (1) have received a copy of the below Terms and Conditions (hereinafter then also in T & C) and / or to have a copy downloaded from the official and / or product website of Lifelike, (2) to have read and understood the contents, and (3) to accept the content in all parts.

Background and Whereas:

1. Lifelike SA, incorporated and registered in Chiasso (CH), V.A.T. number CHE-178.566.624 IVA, whose registered office is at C.so San Gottardo 16, 6830 Chiasso (CH), hereinafter referred to as “LIFELIKE” or “Supplier”, has developed a software application with the aim of providing a training and / or assessment solution (branded as “Skillgym”), by means of an innovative multimedia interactive simulation approach. Scope of Skillgym is the on-line training and / or measurement of the interpersonal communication and negotiation skills of people in different subject areas such as (where applicable according to the specific simulation(s) included in Skillgym from time to time and according to the specific User Plan subscribed): business, healthcare and others;
2. Skillgym is made of the following components: (1) Cloud Deployment Platform (the “Platform”) and, (2) Simulation(s) (the “Simulation”) and, where applicable according to the specific specific User Plan subscribed, (3) other modules (the “Modules”) and/or mobile applications; 
3. Skillgym is available to subscribers via the internet on a pay-per-use service (the “Service”) on www.skillgym.com or other applicable website (including mobile applications) of the Supplier; 
4. The Customer wishes to use the Service to train other physical persons and / or for his personal and / or professional and / or corporate business training and measurement activities according to the Scope of Skillgym;
5. The Supplier has agreed to provide, and the Customer has agreed to take and pay for, the Supplier’s Service, subject to the terms and conditions of this Agreement.

Agreed terms

1. Interpretation 
   1. The definitions and rules of interpretation in this clause shall apply in this agreement as follows:

Authorised Users: any physical person who has been delivered, by Lifelike or by the Customer, a personal login to use the Service and / or has agreed with the applicable Terms and Conditions.

Business Day: any day which is not a Saturday, Sunday or public holiday in Switzerland.

Customer: any company or physical person who purchases the Service from the Supplier. 

Cloud: a set of technologies that allow, typically in the form of a service offered to the customer, to store/save or archive or elaborate data by using hardware / software resources and virtualized distributed in the Internet.

Customer Data: the data inputted by the Customer, Authorised Users, or the Supplier on the Customer’s behalf, for the purpose of using the Service or facilitating the Customer’s use of the Service. 

Documentation: the document made available to the Customer by the Supplier online via www.skillgym.com or such other web address notified by the Supplier to the Customer from time to time and / or where these Terms and Conditions are hosted, which sets out a description of the Service and the user instructions for the Service.

Normal Business Hours: 9.00 am to 6.00 pm local Switzerland time, each Business Day.

Price List: the current and updated price list for the Service as available on the website www.skillgym.com or any other website, including mobile applications, and / or electronic mail, notified to the Customer by the Supplier from time to time

SaaS:  Software As A Service: means the Software As A Service, a model of the distribution of software applications based on client-server technology and entirely web based, or that does not require, beyond of an internet connection and a web browser, the installation of any additional software or hardware component for the purposes of the application.

Scope of the Service: the on-line training and / or measurement of the interpersonal communication and negotiation skills of individuals in different subject areas.

Service: the service provided by the Supplier to the Customer under this agreement to use Skillgym via www.skillgym.com (or any other website, including mobile applications, notified to the Customer by the Supplier from time to time), as detailed on www.skillgym.com. 

SLA: means Service Level Agreement, the explanation of the levels of service that Lifelike guarantees their paying Customers about the availability of the Skillgym service.

Fees: the Token fees and/ or the user plan fees payable by the Customer to the Supplier to use the Service, as set out on the website www.skillgym.com (or any other website, including mobile applications, notified to the Customer by the Supplier from time to time).

Token(s) Term: the duration and the usage rights assigned to the purchased Token(s) as specified in the Price List and / or the order  form, according to the Token Fee selected and purchased by the Customer.

Support Service Policy: the Supplier’s policy for providing support in relation to the Service as made available at www.skillgym.com or any other website (including mobile applications) as may be notified to the Customer from time to time.

Token: means a voucher that can be purchased in-app by the Customer and assigned to one Authorised User to allow the access and use the Service 

“Trial”: means the period of free-of-charge testing of the Service which has a maximum duration of time pre-established by the Supplier

User Plan: the subscription package(s) as defined by the pricing policy of Lifelike to use the Service

User Term: the duration of the purchased User Plan as specified in the Price List and / or the order  form according to the User Plan selected and purchased by the Customer.

User Subscriptions: the user subscriptions purchased by the Customer which entitle the Customer to grant access to the Service and the Documentation to the Authorised Users for a limited time period as defined case by case at the time of the purchase.

2. User subscriptions
   1. Subject to the Customer purchase of User Plans / Tokens in accordance with terms and conditions of this Agreement, the Supplier hereby activates User Subscriptions which grant to the Customer a non-exclusive, non-transferable right to permit the Authorised Users to use the Service and the Documentation during the Subscription Term solely for the Scope of the Service. Title to and ownership of all proprietary rights in or related to the Service and related technologies shall at all times remain with LIFELIKE. This Agreement shall not be construed as a sale of any rights in the Service, software and / or related technologies and/ or information or any part thereof. 
   2. Should the Customer be a legal entity different from the individual (i.e. “Corporate Customer”), the registrant and / or subscriber of this contract,  by selecting (or flagging) the appropriate box on the acceptance and / or by completing and submitting the order form that refers to this agreement, certifies and warrants  to having all necessary power and authority to bind such subject and its affiliates to these terms and conditions, taking all subsequent and greater responsibility in the event of declaration that does not conform to reality.
3. Additional user subscriptions
   1. The Customer may, from time to time during the Term of this agreement, purchase additional User Subscriptions in excess of the number already purchased and the Supplier shall grant access to the Service and the Documentation to such additional Authorised Users in accordance with the provisions of this agreement.
4. purchase of the service
   1. The Customer can purchase one of the User Plan or Tokens offered by Lifelike for Skillgym by paying the Fees to the Supplier for the User Subscriptions. The characteristics of the various User Plans and Tokens are available on the website www.skillgym.com (or any other website, including mobile applications, notified to the Customer by the Supplier from time to time). 
   2. Payment may be made by credit card or by wire transfer. 
   3. In case of off-line purchase, the Customer shall, on the Effective Date, provide to the Supplier approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details;
   4. The request for payment by bank transfer requires the emission of an order prior to any charge made by the Supplier to the Customer and the Customer’s acceptance of the Terms and Conditions of this Agreement. The payment terms is the total annual cost at time of order.
   5. No refund is available. 
   6. Unless excluded under Art. 7, the User Plan shall be renewed from time to time for a period of equal duration, with payment of the relevant amount in the same manner as defined in the activation.
   7. Failure to use the Service purchased brings no obligation to refund / reversal of the price by the Supplier. 
   8. The Supplier shall invoice the Customer:
      1. 1. on the date of purchase for the entire Subscription Fees payable in respect of the entire Initial Subscription Term;
         2. on the date of renewal for the Subscription Fees payable in respect of the next Renewal Period, 
5. Prices
   1. The prices charged by the Supplier for the Service are those in effect at the time of the purchase. 
   2. Pricing and billing policies are subject to change at any time at the sole discretion of the Supplier. An updated version of the price list is updated and will be available on the website www.skillgym.com (or any other website, including mobile applications, notified to the Customer by the Supplier from time to time). The Supplier will notify the Customer also via electronic mail about any change to the pricing and billing policies that may affect a future renewal of the Service. The Customer undertakes to consult such price list before buying and before any contract renewal. Therefore, unless excluded under Art. 7, the renewal of the contract occurred determines the acceptance of any new and/ or updated price charged. 
   3. All amounts and fees stated or referred to in this agreement:
      1. shall be payable in the currency specified in the Price List and / or in the order form;
      2. are exclusive of value added tax, which shall be added to the Supplier’s invoice(s) at the appropriate rate where applicable.
   4. Any additional expenses sustained by the Supplier for the execution of the contract and in particular for those activities and works involving content and /or software customizations (eg. Tickets, parking, travel and lodging, highways tickets and other similar expense costs) are not included in the price and will be invoiced separately and shall not exceed the maximum established daily allowance as specified in the offer.
6. Failure to pay in full or in partial
   1. In the event of non-payment or late payment, The Supplier may immediately suspend and / or deactivate the Service, in whole and / or in part and without notice. 

if processed by credit card: in case of failure to complete the payment process or if the transaction is suspended or dismissed; 

if processed by bank transfer: in case the amount not credited to the account of Lifelike

6. 1. The continuation of unsolved payment for more than 15 days after its due date will result in the termination of the contract and the relative deactivation of services.
   2. In the case of multiple contracts with the same Customer, the Supplier will be entitled to suspend or terminate the Service also all other possible contracts other than the object unsolved, disabling services purchased and / or suspending the delivery of any work already undertaken, and holding outright any amounts already received by way of damages, unless in any case the claim for further damages.
7. Method of withdrawal of payment plans
   1. The Customer can deactivate the auto-renewal feature of the payment plan at any time. The management of the auto-renewal feature is exclusively managed by an automated Skillgym system, and it is under the sole responsibility of the Customer, which will be solely responsible for the activation and / or deactivation of that option. 
   2. The deactivation of the automatic payment service is done by logging in as the user having administrative rights within Skillgym and choosing the corresponding function allowing to terminate the active payment plan. Any cessation decided by the Customer and executed through Skillgym is immediately and automatically processed by the system. 
   3. Deactivation becomes effective at the expiration of the purchased User Plan. The Supplier shall guarantee the use of the Service to Authorised Users beyond such date, until the expiration date of their Token Term. 
   4. In case of payment by bank transfer, the cancellation must be received by the Supplier with a notice not less than 60 days from the expiration of the payment date. Otherwise the payment will be automatically performed. 
   5. Mis-management of the option of automatic renewal by the Client excludes the right to reimbursement of the charges made by the Supplier.
8. Service
   1. The Supplier shall, during the Subscription Term and in accordance with applicable laws and government measures in place, provide the Service and make available the Documentation to the Customer on and subject to the terms of this agreement.
   2. The Supplier shall use commercially reasonable endeavours to make the Service available 24 hours a day, seven days a week, except for:
      1. planned maintenance; and
      2. unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least six (6) Normal Business Hours’ notice in advance; and
      3. causes beyond the direct control of the Supplier; and
      4. major force beyond the control of the Supplier, including governmental action, acts of God, floods, fires, civil insurrections, terrorist acts, strikes or other protests whether or not involving our employees.
   3. The Supplier shall provide support through the ticket system in relation to the services purchased by the Customer, at no additional cost, and according to the specifications available on the website www.skillgym.com (or any other website, including mobile applications, notified to the Customer by the Supplier from time to time). The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.  
9. Supplier’s obligations and limitation of liability
   1. The Supplier undertakes that the Service will be performed substantially in accordance with the Documentation and with reasonable skill and care and warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this agreement.
   2. The undertaking at clause 9.1 shall not apply to the extent of any non-conformance which is caused by use of the Service contrary to the Supplier’s instructions, or modification or alteration of the Service by any party other than the Supplier or the Supplier’s duly authorized contractors or agents. If the Service does not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach.  
   3. The Supplier:
      1. does not warrant that the Customer’s use of the Service will be uninterrupted or error-free; nor that the Services, Documentation and/or the information obtained by the Customer through the Service will meet the Customer’s requirements; and
      2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities; and
      3. Except for the above express limited warranties, the Supplier makes and the Customer receive no warranties, express, implied, statutory or in any communication with the Customer, and the Supplier specifically disclaims any implied warranty of merchantability or fitness for a particular purpose; and
      4. Is not responsible, not even in any part, for any difficulty, defect, failure, interruption or inability to access and / or use of the Service and / or related to the hardware equipment and software of the customer or his internet connection, or to actions and / or behavior of the Customer (or one or more of its members) which prove to be inappropriate, harmful or against the law (including copyright infringement) whether national or international.
      5. In no event will the Supplier be liable for any damages, including loss of data, lost profits, cost of cover or other special, incidental, consequential or indirect damages arising in any way out of this agreement, or from the use of the Service and the Software and the accompanying Documentation, however caused and on any theory of liability. In any case, any type of compensation may not exceed an amount equal to the fee paid by the customer and collected by the Supplier for the Service, the sum to be understood inclusive of all incidental expenses (legal fees, stationery, Chamber of Arbitration …). This limitation will apply even if the Supplier has been advised of the possibility of such damage and notwithstanding the failure of any limited remedy provided herein. The Customer acknowledges that the consideration agreed reflects this allocation of risks.
10. Customer’s obligations
    1. The Customer shall:
       1. provide the Supplier with:
          1. all necessary co-operation in relation to this agreement; and
          2. all necessary access to such information as may be required by the Supplier in order to render the Service, including but not limited to Customer Data, security access information and configuration services;
       2. comply with all applicable laws and regulations with respect to its activities under this agreement; and
       3. carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary; and
       4. ensure that the Authorised Users use the Service and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User’s breach of this agreement; and
       5. obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under this agreement, including without limitation the Service; and
       6. ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and 
       7. assume full responsibility for the accuracy and truthfulness of the information provided to the Supplier and ensures that all the information provided, including any text, graphics, data, images, sounds, are lawfully available, and do not violate any law copyright, trademark, patent or other rights of third parties arising from law, contract or custom. Therefore, undertaking to indemnify the Supplier for any claim of compensation and / or damages claimed by third parties as a result of the publication of these materials; and
       8. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
    2. The customer agrees:
       1. to prevent access / unauthorized use of the Service and immediately notify the Supplier any possible access / unauthorized use; and
       2. to use the Service in compliance with the directives made ​​by the Supplier, and – in any case – in a manner consistent with applicable laws and regulations; and
       3. to make the Service available only to Authorized Users under their own responsibility; and
       4. not to use the Service to store, process or transmit material illegitimately and / or illegal (software or anything else potentially dangerous viral malicious) or disclose material that violates the privacy / copyright of any third party, or any other kind of material deemed inappropriate by the Supplier; and
       5. not to use the Services to store, process or transmit any malicious code; and
       6. not to interfere with or undermine the integrity and performance of the services or information contained in such third-party services; and
       7. not to make unauthorized access to the Services or related to these systems and networks.
    3. In relation to the Authorised Users, the Customer undertakes that:
       1. In order to use the Services, Authorized Users must obtain a valid Skillgym account, which can be obtained by registering on the website www.skillgym.com (or any other website, including mobile applications, notified to the Customer by the Supplier from time to time) by filling in the registration form and providing all the required information, including a valid e-mail address (“Registration Data”); and
       2. the maximum number of Authorised Users that it authorises to access and use the Service and the Documentation shall not exceed the number of User Subscriptions it has purchased from time to time; and
       3. it will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation; Authorised Users are responsible for maintaining the confidentiality of account login information (username / password), and are fully responsible for all activities performed on their account. The Authorised User agrees to: (a) provide true, accurate, current and complete information about himself as prompted by the registration form to the Service, and (b) maintain and promptly update the Registration Data to keep the information true, accurate, current and complete, (c) immediately inform Lifelike of any unauthorized use of his personal account or any other breach of security, and (d) exit from his account (“logout”) at the end of each work session; and
       4. Authorised Users are responsible for maintaining the confidentiality of account login information (username / password), and are fully responsible for all activities performed on their account. The Authorised User agrees to: (a) provide true, accurate, current and complete information about himself as prompted by the registration form to the Service, and (b) maintain and promptly update the Registration Data to keep the information true, accurate, current and complete, (c) immediately inform Lifelike of any unauthorized use of his personal account or any other breach of security, and (d) exit from his account (“logout”) at the end of each work session; and
       5. The Supplier undertakes no obligation to verify the data provided by the Customer and by Authorized Users. However, if Lifelike finds or even just suspects that such information is untrue, inaccurate, not updated or incomplete, Lifelike may suspend or terminate any account and refuse any and all current or future use of the Service; and
       6. The Supplier cannot and will not be liable for any loss or damage arising from Authorised Users failure to comply with this section.
    4. The Customer shall not:
       1. except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
          1. and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
          2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
       2. access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
       3. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users.
    5. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier
11. Customer data
    1. Referring to the Service and to the use of the Software, the parties specify that it has been represented to Customer, and Customer accepts: 
       1. the need that the use of the Service and of the Software has to follow the explicit or clear acceptance by means of adhesion in electronic format of the use conditions as established by the present Agreement as available at the “Terms&Conditions” link on the www.skillgym.com website; 
       2. the need that every use of the Service and of the Software has to register (with a tracking log), every kind of use by Customer, and also (where applicable) personal identifying data; 
       3. the need that such tracking log (not accessible to the Customer) has to be stored by LIFELIKE during and at the end of each use of the Service and of the Software.
    2. Supplier is committed to administrative, physical and technical safeguards to ensure the security, confidentiality and integrity of Customer Data. Supplier also is committed to not access the Customer Data, except to the extent required for the proper delivery of services purchased, including actions to prevent technical problems.
    3. Supplier declares that no data, of every nature, existing on the computers of the Customer, with the exception for those generated inside every single use of the Service and of the Software, will be available to third parties, excluding moreover the presence in the Software of spyware or other malware.
    4. If the Supplier processes any personal data on the Customer’s behalf when performing its obligations under this agreement, the parties record their intention that the Customer shall be the data controller and the Supplier shall be a data processor and in any such case:
       1. the Customer acknowledges and agrees that the personal data may be transferred or stored outside the country where the Customer and the Authorised Users are located in order to carry out the Service and the Supplier’s other obligations under this agreement;
       2. the Customer shall ensure that the Customer is entitled to transfer the relevant personal data to the Supplier so that the Supplier may lawfully use, process and transfer the personal data in accordance with this agreement on the Customer’s behalf;
       3. the Customer shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
       4. the Supplier shall process the personal data only in accordance with the terms of this agreement and any lawful instructions reasonably given by the Customer from time to time; and
       5. each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
12. product support and Lifelike service levels
    1. The Customer acknowledges that the Service is subject to processes of bug fixing, software updates, or Minor features updates, new apps and new modules. Where this is not dependent on a firm’s service (irrespective of the fact that then, because of circumstances not foreseen to occur) Lifelike will not be required to make any notice to the Customer. If, instead, Major upgrades are made or insertions of functions or operations or infrastructure cloud network will imply a temporary stop of the service, Lifelike will give the customer a notice of 24h, through the system of Skillgym newsletter.
    2. The different types of technical support provided by the Supplier and the relative timing of resolution (Support Service Policy) are those given attached in Annex A. As for unscheduled maintenance and downtime service refers to the SLA table, Help Desk and Support provided in Annex A.
    3. Technical support is guaranteed by the Supplier provided that the customer notifies the Supplier, for the resolution of any type of problems, solely through the Supplier helpdesk service (through the opening of a ticket). The technical support by the Supplier will be executed in the manner and within the time schedules specified in the table provided in Annex A.
13. Proprietary rights
    1. The Customer acknowledges and agrees that the Supplier owns all intellectual property rights in the Service, in the related technology and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Service and/or the related technology and/or the Documentation. Said provision shall apply also in case Customer should ask for a personalization of the technology and / or the features and / or the contents accessible via Service. 
    2. The software made ​​available online and associated with the Services is protected by copyright laws and international copyright treaties, as well as other intellectual property laws. Lifelike not allow the activation and / or use of its services for the purposes of monitoring and / or copying and / or testing of the services provided by Lifelike, or comparative analysis not commissioned by Lifelike itself. Lifelike therefore reserves the right to suspend the provision of the service and access to its products whenever there is even a suspicion that the verses in such hypothesis.
    3. This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
14. Use of logos, case histories and screenshot
    1. The Customer authorizes, with no time limitation, the Supplier to include into his portfolio of publicly displayed references (including but not limited to brochures, technical documentation, web sites), the reference to the Customer (including logo, name of the Customer, case histories and screenshots). 
15. Term and termination

1. 1. This agreement shall be concluded for an indefinite period, unless otherwise terminated as provided in this clause 15, and shall commence on the Effective Date.
   2. The Supplier reserves the right to terminate this Agreement and the relevant Service at any earliest anniversary of the Initial Subscription Term, by giving the Customer due notice by email (at the email address of the Customer) 30 days in advance. 
   3. Customer may terminate this agreement at any time waiving any and all rights to request and/or receive a refund or reimbursement of amounts paid for the services.
   4. On termination of this agreement for any reason: (i) all rights granted to Customer under this agreement shall immediately terminate and; (ii)the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
2. Entire agreement
   1. This agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
   2. The Supplier may modify and / or update their Terms and Conditions from time to time without notice or acceptance by the Customer. In the case of contracts providing for automatic renewal, those changes will take effect only from the first tacit renewal following the changes made in time to allow the Customer the notice within contractual time limits.
3. Notices
   1. Any notice required to be given under this Agreement shall be in writing.
4. Governing law and jurisdiction
   1. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of Switzerland.
   2. The parties irrevocably agree that the courts of Lugano have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

ANNEX A – HELP DESK AND SUPPORT

Customer support shall include the availability of an helpdesk service dedicated to the correction of technical incidents, as described hereinafter. The hotline is available through standard ticket system by the Supplier”s dedicated helpdesk website, available under https://lifelike-eng.zendesk.com. The helpdesk service provided by the Supplier is a 2nd level service and it”s accessible only by a dedicated Client”s support team (not by the end users/trainees).

A1 – Interpretation

• Taking Charge: Registration of the Incident, assign the ticket number to the customer and saving the request in the help desk system.
• First Response – Via Telephone Follow Up: Before interaction with the customer over the phone, the staff will aim diagnosis of the problem statement and attempt to resolve reiterated via ticket (In case the customer does not respond to this call will be reported in the ticket).
• First Response – Via ticket: Before interaction with the client aimed at the diagnosis of the problem via ticket aimed at diagnosing the problem statement
• ETA: Inform the customer about the estimated time for resolution of the problem (The customer will be updated if ETA would vary); The ETA will be honored only if the customer provides all relevant information aimed at a correct diagnosis of the problem and a correct estimate of ETA
• Fixed: Inform the customer about the resolution of the problem (Final Message of the process)

A2 – Service Level (SLA)

Serious incident	Standard Incident
Serious problem on production environments that involves all users. Severe degradation of performance that involves all users	Bugs that do not impact on all users or requests for clarification
Taking charge: 24-Hour 24H 7/7 The service status will be updated on the help desk main page.	Taking charge: 24H 7/7: within 8 hours, excluding weekends and holidays First answer by Ticket: within 24 working hours (9AM – 6PM CET Mon / Fri)