End User License Agreement
(EULA)

between BECOME S.r.l., Via Carlo Valvassori Peroni 74/2, 20133 Milan, VAT number 10254970964, registered with the C.C.I.A.A. of Milan with REA No. MI-2517749 (hereinafter referred to as "BECOME")

and the Licensee, that is, an entity or the professional registered in the relevant register interested in the License

hereinafter jointly referred to as "the Parties"

WHEREAS:

a) BECOME is a company active in the field of psychological and therapeutic innovation and has developed and implemented the psychological method defined as “Augmented Psychology” – registered as a trademark by BECOME respectively with the Italian Trademark Office (registration no. 2018000010022), the British Trademark Office (registration no. UK00917873709), and the European Union Trademark Office (registration no. 017873709) – as well as the terms – without registered trademark – named: “Augmented Wellbeing", "Augmented Situations", “Augmented Exposure”, “Augmented Performance”, "Augmented Empowerment”, “Augmented Relaxation”, “Augmented Mindfulness”, “Augmented Rehab”, “Augmented Corporate”, “Augmented Skills”, “Augmented Sonorization” and “Augmented Life”.

b) BECOME has achieved:

1) texts, speech, audio, and video in 2D and/or 360° formats, interactive and non-interactive, including all subsequent modifications, versions, translations, and adaptations (hereinafter referred to as "Immersive Experiences") accessible through the specific apps "Augmented Psychology," "Augmented Life Suite," "Augmented Life Experience" (hereinafter referred to as "Augmented App") installed on appropriate devices, including but not limited to virtual and augmented reality headsets, smartphones, tablets manufactured and distributed by third parties (hereinafter referred to as "Devices");

2) training courses – in-person or remote, delivered in synchronous or asynchronous mode – as a result of which Professionals are certified for the use of Augmented Apps (hereinafter, “Courses”);

(hereinafter, collectively, "Products").

c) The Products are intended for professional use by health and education professionals registered with their respective boards (hereinafter referred to as "Professionals" and individually as "Professional"), in private practices or at institutions, in order to allow users/patients/clients/beneficiaries (hereinafter referred to as "Users") to experience engaging experiences that promote psychological well-being and positive change through specific usage protocols (hereinafter referred to as "Protocols").

d) In order to allow the Licensee to benefit from the Immersive Experiences in their professional practice, BECOME makes the Augmented Apps available through the subscription to one or more subscription fees related to the following categories of Immersive Experiences and their respective Protocols: Augmented Clinical Practice, Augmented Relaxation Techniques, Augmented Identification, Augmented Biofeedback, Augmented Food Exposure, Augmented Cognitive Rehabilitation, Augmented Stress Management, Augmented Change Management, and Courses provided through a service delivered in-person, via videoconference, or in asynchronous FAD mode on the specific platform provided by BECOME (hereinafter, "Platform").

e) In the exercise of its professional activity, the Licensee is interested in using the Product in accordance with the provisions of this license agreement (hereinafter, "Agreement").

f) The Contract aims to describe and regulate all the characteristics of the License (hereinafter, "License") that BECOME intends to provide to the Licensee with respect to the Product.

ALL THAT HAS BEEN STATED AND ESTABLISHED ABOVE, IT IS AGREED AND STIPULATED AS FOLLOWS:

1. Premises

1.1. The premises constitute, in every respect, an integral, substantial, and indispensable part of the Contract, to be considered as essential factual and legal assumptions and reasons common to the Parties, determining their will for the purpose of entering into the Contract, as well as essential elements for the interpretation of the declaration.

2. Subject

2.1. The subject of the Contract is the License, non-transferable and temporary, of the Products.

2.2. The License allows the Licensee to use the Products through the Platform in the forms, within the limits, and in the manners specified in the Agreement.

2.3. The License is granted only for the licensed Devices and only for the territory of the State where the Licensee's main activities are located at the time of finalizing the Contract.

3. Platform

3.1. Access to the Platform is allowed only for accounts registered through a procedure that requires the following information: first name, last name, address, profession, tax code, VAT number, phone number, email address, certified email address (PEC), any SDI code, and any personal website (hereinafter referred to as "Account").

3.2. Following the creation of the Account and its use, the Platform generates and retains the following data: unique identifier, history of Courses attended, and subscriptions to the Augmented Apps.

3.3. If BECOME releases an update or a new version of the Platform and/or the individual Augmented Apps, the update or new version will be provided free of charge to the Licensee only if the Account is valid and/or the subscription is, at that moment, valid. The use of such update/new version will be subject to the same conditions and limitations as set forth in the Agreement. Each update or new version of the Platform and/or the Augmented Apps will fully replace the previous version, and BECOME – once the new version or update has been implemented and made available – will have no further obligation under Article 6 of the Agreement regarding previous versions.

3.4. If the Licensee encounters technical access issues with the Platform and/or the individual Augmented Apps, BECOME commits to providing a response to the ticket opened via email at the address support@become-hub.com within 48 hours of receiving it.

3.5. The Platform integrates the following external providers in relation to the following activities:

• Vercel (United States) for hosting;
• Amazon AWS (Ireland) in relation to the storage of personal data of Professionals and anonymous data of Users;
• Mailchimp (United States) regarding the retention of email addresses of professionals subscribed to the company newsletter;
• Fatturazione CGN (Italy) in relation to the retention of administrative data;
• Odoo (Italy) regarding the retention of customer data and subscriptions;
• Sentry (United States) and Slack (United States) in relation to the retention of support data;
• Meta (United States) for the operation of the Virtual Reality app;
• Google Play (United States) for the operation of Augmented Apps on Android mobile devices;
• Apple Appstore (United States) for the operation of Augmented Apps on iOS mobile devices;
• Samsung (United States) and Fitbit (United States) in relation to physiological monitoring data.

4. BECOME

4.1. BECOME agrees to grant a License for the Products identified by the Licensee for the agreed period of time at the time of purchase and/or subscription of each Product.

4.2. BECOME agrees to correct and eliminate any defects that may hinder access to the functionalities of the Product, as may be identified and reported by the Licensee within ten (10) days from the purchase of the Course or within thirty (30) days from the subscription to an Augmented App, without in any way imposing additional costs on the Licensee.

4.3. BECOME may change the password related to the Licensee's Account at any time it has reasonable grounds to believe that there is a risk of both misuse and violation of the security protocols of the Platform, or if such a risk has materialized. BECOME is obligated to inform the Licensee of the aforementioned circumstances as soon as such a change is made.

4.4. BECOME may prevent, suspend, or terminate access to the Account and/or registration on the Platform in the event of any breach of the Contract by the Licensee.

5. The Licensee

5.1. Except for the case referred to in the following paragraph 5.3., the Licensee is an entity or a Professional. In the event that, during the term of the Contract, the declaration of being a Professional is found to be untrue, BECOME may notify the Licensee of the termination of the contract by law pursuant to Article 1456 of the Civil Code. In such an event, BECOME may retain any amounts already received from the Licensee in exchange for the granting of the License.

5.2. The Licensee is authorized to use the Augmented Apps for clinical or training purposes only after obtaining appropriate certification following a Course.

5.3. The content of paragraphs 5.1. and 5.2. does not apply to Augmented Apps if used for experiential/entertainment purposes.

5.4. The Licensee agrees to create an Account on the Platform and not to disclose the associated password to any third party in any way.

5.5. The Product — except for the CE Medical “Augmented Wellbeing” — cannot be considered a medical device (Medical Device) or a digital therapy (Digital Therapeutics). The Licensee, in their capacity as a specialized and informed user, is aware of the correct methods of use and any contraindications related to the general use of the Product.

5.6. Before using a supported Device, the Licensee reads and understands the health and safety instructions and warnings provided on the manufacturer's website. It is the responsibility of the Licensee to obtain the aforementioned health instructions and warnings, monitoring any changes that may be made by the manufacturer. BECOME shall not be held liable in any way for any consequences of any negligence or lack of diligence on the part of the Licensee regarding what is stated in this paragraph.

6. Obligations of the Licensee

6.1. Since the License under the Nominal Contract is tied to a specific Device, the Licensee agrees not to grant any sublicenses and/or to allow the Product to be used by anyone other than themselves. The Product may, therefore, be used solely by the Licensee, in full and precise compliance with the Contract, and exclusively in the exercise of their professional activity.

6.2. The Licensee is expressly prohibited from copying, in whole or in part, the Product or the underlying technology of the Product, engaging in reverse engineering, or otherwise reproducing or modeling the Product or any part thereof, as well as disseminating videos, audio, texts, and content of the Intervention Protocols outside the limited therapeutic and professional application for which the License is granted.

6.3. The Licensee is expressly prohibited from distributing the Product to the public, transferring it, granting sublicenses to third parties, or otherwise allowing its use by third parties, whether for free or for a fee.

6.4. The Licensee is expressly prohibited from allowing the use or even just showing the Product to any party other than those directly involved in the Licensee's intervention.

6.5. The Licensee therefore agrees to use the Product in the forms and manners provided for in the Contract and in compliance with the License, only at the locations where they carry out their professional activities, including but not limited to, a private practice, a clinic, a hospital, a sports association, a company, or a university, as well as to accurately know and thoroughly inform Users of the possible contraindications related to the use of the Product, of third-party Devices used for accessing the Product, and of any possible consequences, including negative ones, that could hypothetically arise concurrently with the use of the Product and the Devices, for which the Licensee assumes total and conscious responsibility towards the User, and BECOME cannot in any case and under any title be held responsible. The Product is therefore usable by the Licensee only within the scope of their professional field of expertise, including but not limited to, clinical, organizational, sports, educational, and wellness.

6.6. The Product may be used for research purposes only with prior formal written authorization from BECOME, which must be requested in writing.

7. Guarantees provided by BECOME

7.1. BECOME also guarantees that the Product, at the time of installation and loading, is in perfect working condition.

7.2. BECOME is not responsible for any type of defect in the Product arising from unforeseen circumstances or force majeure.

7.3. Any modifications made directly by the Licensee to the Product will result in the inapplicability of the warranty referred to in Article 7.1, as well as the automatic termination of the contract pursuant to Article 1456 of the Civil Code.

7.4. BECOME guarantees the Licensee against any third-party claims related exclusively to alleged Rights under Article 11 concerning the Products covered by the Contract.

8. Duration and Commencement of the Contract

8.1. The Contract is effective and begins from the moment it is signed by the Licensee.

8.2. The Contract is valid only for the duration of the Course or a subscription to an Augmented App purchased by the Licensee. The subscription to an Augmented App will automatically renew, unless the Licensee expresses a different intention.

8.3. After the end of the Course or the expiration of a non-renewed subscription to an Augmented App, the Licensee agrees to permanently delete the Augmented Apps, as well as the materials related to the Course from the Device, refraining from any use related to the activities for which the License is granted.

9. Economic conditions and compensation

9.1. For the granting of the Product License, the Licensee agrees to pay the fee requested by BECOME.

10. Modification of contractual conditions

10.1. BECOME reserves the right to modify the terms of the Contract by means of written communication to be sent via certified email (hereinafter, "PEC Modification") to the Licensee with at least 45 days' notice, without prejudice to the Licensee's right of withdrawal to be exercised, under penalty of forfeiture, by sending written communication via certified email to the address info@pec.become-hub.com within 15 days from the date of receipt of the PEC Modification.

10.2. Neither the Contract nor the rights arising from it are assignable by the Licensee.

11. Intellectual and Industrial Property Rights

11.1. BECOME is the exclusive owner of each Product and all intellectual and industrial property rights, as defined and governed by LDA, CPI, national law, European Union law, and international law (hereinafter, "Rights") related to the Product.

11.2. All Rights remain the property of BECOME, without any transfer to the Licensee resulting from the execution of the Contract.

11.3. In addition to what is provided in Article 6.2, the Licensee agrees not to copy, destroy, alter, or move any sign related to the Rights affixed to the Product. In the event that this occurs, the Contract shall be deemed terminated by law pursuant to Article 1456 of the Civil Code.

12. Confidentiality and data protection

12.1. The Parties declare that they have received, read, and understood, prior to signing the Contract, the information regarding the processing of personal data. The Parties also declare that they understand that their personal data will be processed by the contractual counterparty for the execution of the Contract in accordance with the relevant legal obligations and that they can exercise the rights provided for in Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, concerning the protection of natural persons with regard to the processing of personal data, as well as the free movement of such data, and that repeals Directive 95/46/EC (hereinafter, "GDPR") by addressing the same directly.

12.2. The aforementioned data will be processed for the entire duration of the Contract and, upon its termination, for any reason, will be retained for the period required by the applicable laws regarding accounting, tax, civil, and procedural matters.

12.3. The personal data pursuant to art. 4.1. GDPR of the Licensee (hereinafter, "Licensee Data") are accessible to the Licensee and the administrators of the Platform and are not shared with external organizations, except as provided in the BECOME Privacy Policy. The Licensee Data stored by BECOME is used to communicate with the Licensee only in relation to the purposes of delivering or managing the Courses and the Augmented Apps.

12.4. The personal data pursuant to art. 4.1. GDPR of Users is not stored by BECOME. The data of Users, both physiological recorded through third-party biosensors/neurosensors, including but not limited to heart rate, and behavioral, including but not limited to choices made in scenarios or degree of interaction with the scene (hereinafter, "User Data"), give rise to specific user codes attributable to the Users, but only attributable to them by the Professional. User Data is stored by BECOME for the entire duration of the License, unless deleted by the Professional.

12.5. Without prejudice to the compliance with the provisions of the above-mentioned Regulation 2016/679 (GDPR), BECOME may download statistics containing anonymized data collected from the Product as a result of its use by the Licensee, and the Licensee may in turn – in order to receive technical assistance – send to BECOME the anonymized data related to the logs of the Platform and the Augmented Apps.

13. Recognition of Ownership and Obligation to Cite

13.1. The Parties mutually acknowledge the intellectual and industrial ownership of their respective trademarks, software, immersive experiences, usage protocols, multimedia content, and any other intangible assets covered by this Agreement.

In particular, the Licensee agrees to clearly and visibly mention the company BECOME as the legitimate owner and creator of the registered trademarks, trade names, software, intervention protocols, and multimedia content explicitly referenced in the preambles of this Agreement.

This citation obligation applies to any communication – commercial, institutional, informative, educational, academic, scientific, or promotional – disseminated through any means, whether paper, digital, audiovisual, or multimedia, including interviews, press releases, television reports, podcasts, articles, conferences, public events, or materials intended for third parties (such as public entities, media, or institutions).

The omission of such acknowledgment, in the absence of express written authorization from BECOME, shall be considered a significant breach under this Agreement, granting the injured Party the right to seek full compensation for the damages suffered, both economic and reputational.

14. Applicable law and competent jurisdiction

14.1. The Contract is governed by Italian law and any dispute that may arise between the Parties shall be submitted to the exclusive jurisdiction of the Court of Milan, following a preliminary attempt at mediation in accordance with the rules set forth by the relevant Regulations of the Arbitration Chamber of Milan.

15. Final clause

15.1. The Contract repeals and replaces any agreement, understanding, negotiation, written or oral, that may have occurred previously between the Parties.