This T&C regulates the main conditions applied when the Authorized User download and access AR Ermes.

For the purpose of this T&C, capitalized terms are defined as follows:

”Affiliate” of a party means any legal entity in which a party, directly or indirectly, holds more than fifty percent (50%) of the entity’s shares or voting rights. Any legal entity will be considered an Affiliate as long as that interest is maintained.

“Agreement” means the agreement and all related documentation, including commercial proposal and the licensing agreement which regulates the license of AR Ermes to Client.

“Antikytera” means Antikytera e-technologies Ltd., an Ireland company dully existing and operating according to Ireland laws.

“Authorized User” means any individual to whom Client grants access authorization to install AR Ermes, using its functionalities. Such Authorized User can be, according to Client’s decision, employee, agent, contractor or representative or third parties, as regulated and allowed by the Agreement.

“AR Ermes” means the application developed and property of Antikytera which is subject of license granted to Client.

“Client” means the company or any other entity which acts as a licensee in the Agreement.

“Client Data” means any content, materials, data and information that Authorized Users enter into the system of AR Ermes or that Client derives from its use of and stores in AR Ermes. Client Data and its derivatives will not include Antikytera’s Confidential Information.

“Confidential Information” means (a) with respect to Client: (i) the Client Data, (ii) Client marketing and business requirements, (iii) Client implementation plans, and/or (iv) Client financial information, and(b) with respect to Antikytera: (i) services and all derivations of AR Ermes, Documentation, and (ii) information regarding Antikytera research and development, product offerings, pricing and availability.(c) Confidential Information of either Antikytera or Client also includes information which the disclosing party protects against unrestricted disclosure to others that (i) the disclosing party or its representatives designates as confidential at the time of disclosure, or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure.

“Documentation” means Antikytera’s technical and functional documentation as well as any roles and responsibilities descriptions, if applicable, for AR Ermes which is made available to Client, if and when applicable.

“LicenseTerm” means the term of an AR Ermes license identified in the Agreement, including all its renewals.

“Related Services” means professional services, such as implementation, configuration, development and training, performed by Antikytera’s employees or subcontractors which are governed, if applicable, in the Agreement.

1. AVAILABLE FUNCTIONALITIES

1.1. According to the Agreement, Client and its Authorized Users may access the following functionalities:

1.1.1. AR Call: AR Call are peer-to-peer video calls rooms between two users. AR Call has a contact list listing all Authorized Users related to certain workspace made available by Client. Authorized User needs to select someone from the list to start a video call. Afterwards, Authorized User need to choose the camera that will be used during AR Call. By clicking on the notification related to AR Call, AR Ermes will open and take the related Authorized Users directly to the video call room. During video call, all AR functionalities are available simultaneously, such as pointing at things or drawing annotations in the environment.

1.1.2. Record Off: Record Off will show the camera view, where Authorized User can use all AR functionalities, drawing annotations in the environment. It is possible to take screenshots or record your screen with Authorized User annotations. These media generated from Record Off are automatically saved on Authorized Device, being such storing not regulated and under Antikytera’s responsibilities. They can be accessed later through AR Ermes or directly from the device gallery, in AR Ermes proprietary folder. After saving a file, Record Off gives to Authorized User the ability to share such file using any third-party application.

1.1.3. Assistance: Assistances are peer-to-peer video call rooms between two Authorized Users, created with a specific title and description. The process to create an assistance presents some stepsThe Authorized User starts informing its title and description. AR Ermes then shows a list of all Authorized Users in the workspace, being necessary to select someone who will see the assistance and join Authorized User in video calls. Authorized Users can only list the assistances they created or received. Assistances can be Opened or Solved. While opened, Authorized Users can join in video calls. Every time a video call starts, all related Authorized Users will receive a notification asking them to join the video call. Any Authorized User can close the Assistance, informing its resolution. After closed, Authorized Users cannot join in video calls but they can review the description and resolution of such assistance.

1.1.4. Broadcast: Host: The host uses the APP to do a live presentation of his audio and camera view, while using all the AR functionalities. The host starts by creating a link that can be shared using any application in the device. Each guest that accesses the broadcast will generate an alert for the host. The host can also see a list of all guests, chat with them and manage their microphone permission. Guest: The guests will join that link, arriving in a webpage inside ermescast domain (used only for the broadcast purpose). The guest needs to inform name, surname and email to proceed. Once the guest has proceed, he will be able to watch the live presentation, to see the list of all people (host and guests) and chat with them. The guest can ask for the microphone, and if the permission is granted by the host, he can also speak to all.

1.1.5. Chat: The chat feature (outside the 4 modules) presents a list of all the contacts in the workspace. Users can chat using texts and emoticons. There is no exchange of files. There is no group chat. Each message will indicate the date / time and status sent / read. The chat history remains on the conversation.

1.1.6. Workspaces: each Affiliate or other entity can have certain workspaces. These workspaces are created internally by Antikytera, according to Client request. Each workspace has its own Admin user, who can manage users, 3D files and assistances. Each workspace is totally independent from each other. There is no sharing of information between them.

2. ACCESS TO MOBILE FUNCTIONALITIES AND RESTTICTIONS

2.1. Access to mobile and applications

2.1.1. The use of AR Ermes will result in the access to certain mobile functionalities, such as camera, microphone, videos, images and notifications appliance.

2.1.2. Eventual restriction or prohibition regarding AR Ermes mobile functionalities may totally or partially prevent the access and use of AR Ermes.

2.2. Mobile and software availability

2.2.1. AR Ermes and its related programs/software are restricted to compatible mobiles and operating systems. Antykitera shall not respond or repair eventual restriction or impossibility of use regarding mobiles and operating systems incompatibility to AR Ermes and related programs/software.

2.2.2. The use of mobile applications may be governed by the terms and conditions presented upon download/access to the mobile application and not by the terms of the Agreement and this T&C.

3. USE RIGHTS AND RESTRICTIONS

3.1. Granted Rights

3.1.1. Antikytera grants to Client a non-exclusive and non-transferable right to use the AR Ermes and its Documentation solely for Client’s and its Affiliates’ internal business operations, handled by Authorized Users.

3.1.2. AR Ermes is a world-wide license, restricted to eventual limitations according to workspaces limitations defined by Client and the Agreement. The license of AR Ermes is granted without right to sub-license, being available to Client during the License Term.

3.2. Authorized Users

3.2.1. Client may permit Authorized Users to use AR Ermes. Usage is limited to certain conditions and restrictions regarding workspaces availabilities.

3.2.2. Access credentials for AR Ermes may not be used by more than one Authorized User, but may be transferred from one individual to another if the original user is no longer permitted to use the AR Ermes

3.2.3. Client is responsible for any unauthorized access and/or use arising from correct credentials. Client is also fully responsible for breaches of the Agreement, this T&C and the privacy policy caused by Authorized Users.

3.3. Acceptable Use Policy

3.3.1. With respect to AR Ermes, Authorized Users will not: (i) use AR Ermes for purposes other than those for which it was designed or for purposes other than those set forth in the Agreement; (ii) reverse engineer or de-compile, modify or revise AR Ermers or any part thereof, or create derivative works thereof; (iii) modify or extend AR Ermes by using additional Client objects or code; (iv) use AR Ermes for or in conjunction with any illegal or unlawful purposes; (v) assign, resell, lease, rent, or otherwise transfer the license granted pursuant the Agreement to a third party; (vi) transmit, delete, change, copy any content or data that is unlawful or infringes any intellectual property rights, including Client property rights, or (vii) circumvent or endanger the operation or security of AR Ermes.

3.3.2. Any inacceptable use of AR Ermes by Authorized Users is under fully and sole Client responsibility.

3.4. Reports and requests for support

3.4.1. Client will monitor its own use of AR Ermes and report any unauthorized or inacceptable use of AR Ermes. Eventual interruption or limitation of use shall be reported to Antikytera.

3.4.2. Antikytera may manage general data and information related to AR Ermes intending to verify and avoid potential failures or bugs of any nature.

3.5. Availability and Suspension of AR Ermes

3.5.1. Antikytera may suspend or limit use of AR Ermes by any Authorized User if identified that such use may result in material harm to the AR Ermes or its users. Antikytera will promptly notify Client of the suspension or limitation. Anyikytera will limit a suspension or limitation in time and scope as reasonably possible under the circumstances.

3.5.2. There is no guarantee of continuity and availability to Client and Authorized Users. The use of AR Ermes may be interrupted from time to time for eventual corrections, support or management of its systems, environment, networks, structure and any related aspect in connection with the application. Such interruption may be preventive or urgent, depending on the situation.

3.5.3. Also, the use of AR Ermes depends on several external elements and structures not controlled or under Antkytera responsibility. In this regard, Antikytera is not responsible for internet access and network regarding Client and Authorized Users, mobiles, operating systems, unauthorized use, attacks from any Authorized Use or third parties, among other elements which are not under reasonable control of Antkytera, which is not responsible for any restriction, damage or incident in this direction.

3.6. Incorporated Systems and third licenses

3.6.1. AR Ermes may include other incorporated systems from third partners or licensors. Is this regard, Antikytera is responsible for any and all related licenses and rights of use which may be applicable to its licenses and this T&C.

3.6.2. AR Ermes, the storage, the related environment made available to Client and Authorized Users, including all its later versions have formatting mechanisms and technology able to guarantee a safe access to its functionalities;

3.6.3. Antkytera also holds and will keep holding any and all intellectual rights regarding the AR Ermes, related clouds, its adaptations and updates during the Term of the Agreement.

3.6.4. AR Ermes and all solutions under the conditions set forth in this T&C will not imply in any infringement of any intellectual or commercial rights of any third parties.

3.7. Storage and Security of Client Data

3.7.1. Antikytera grants to Client the restricted and protected storage of all Client Data stored by Client and Authorized Users in its licensed cloud systems, which are protected by cryptography.

3.7.2. In this regard, only permitted users can access Client Data according to Client definitions into the environment of AR Ermers. All storage is in accordance with the Agreement and applicable Laws, including but not limited to European GDPR dispositions.

3.7.3. Antikytera will implement and maintain appropriate technical and organizational measures to protect Client Data.

3.7.4. Authorized Users assume and declare all responsibility for any and all content made available through and stored in AR Ermes, excluding Antikytera from any responsibility or liability for any unauthorized destroying, copying, accessing, deleting, using, changing or transferring of Client Data.

3.7.5. Authorized Users and Client and directly responsible for (a) the transmission of offensive, sexually explicit, illegal, dangerous, gratuitously violent, harassing, defamatory, or threatening content or activity which Antikytera, in its reasonable discretion, deems objectionable; (b) content related to gambling, games of chance, or illegal sweepstakes or contests; (c) content related to promoting, encouraging or facilitating any illegal activity, violating the law or the rights of any third party (including, without limitation, intellectual property rights, rights of privacy, or rights of personality); or (d) imposing an unreasonable or disproportionately large load on AR Ermes or circumventing or attempting to circumvent any filtering, security measures or other features designed to protect AR Ermes.

3.7.6. Antikytera may only access Data Client if authorized and for developing or testing direct access to the servers, or access through the Client’s admin panel.

4. ANTIKYTERA RESPONSIBILITIES

4.1. Provisioning

4.1.1. Antikytera provides access to the AR Ermes as described in the Agreement, in this T&C and the related privacy policy.

4.2. Support

4.2.1. Antikytera provides support by e-mail or phone limited to the interruption or instability regarding AR Ermes. Such support does not cover assistance related to doubts, suggestions, comments and other interactions that Authorized User may present while using or installing AR Ermes.

4.2.2. Support regarding interruption or instability regarding AR Ermes is subjet to the Agreement, if applicable.

4.3. Updates

4.3.1. Included in the scope of the license granted pursuant to the Agreement are future releases of AR Ermes updates. This refers to any modification incorporating corrections of bugs and/or which provides functional or performance improvements or enhancements.

4.3.2. Any eventual customization needed by Authorized User will not be considered as an update and shall be requested to Client and negotiated with Antikytera, being subject to new conditions of price and costs mutually agreed if not expressly covered and regulated in the Agreement.

4.4. Modifications and prevailing dispositions

4.4.1. This T&C and Antikytera policies may be modified by Antikytera, according to the versions made available to Clients and Authorized Users. Regardless eventual modification, all conditions granted and regulated by the Agreement shall be respected and accomplished during all the License Term, prevailing in case of conflict with any future modification or disposition presented herein.

5. CONFIDENTIALITY

5.1. All Confidential Information arising from the use of AR Ermes shall be protected end subject to fines and penalties as regulated in the Agreement, being the Authorized User considered as bound by confidentiality obligations.

6. DISCLAIMER OF WARRANTIES

6.1. AUTHORIZED USER ACKNOWLEDGES THAT AR ERMES AND ANY RELATED MATERIALS (IF ANY) PROVIDED UNDER OR IN CONNECTION WITH THIS T&C ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT FOR THE WARRANTIES PROVIDED HEREIN. ANTIKYTERA DOES NOT WARRANT THAT AR ERMES WILL MEET AUTHORIZED USER’S REQUIREMENTS OR THAT THE OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF AR ERMES AND ANY SUCH RELATED MATERIALS IS BORNE BY CLIENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANTIKYTERA DISCLAIMS ANY AND ALL WARRANTIES RELATING TO AR ERMES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.2. LOCAL LEGISLATIONS MAY FORBID THE USE OF AR ERMES DUE TO ANY REASON, INCLUDED BUT NOT LIMITED TO TAX RESTRICTIONS, BEING CLIENT AND ITS AUTHORIZED USERS FULLY RESPONSIBLE FOR MANAGING AND CONTROLLING ANY RESTRICTION IN THIS REGARD.

6.3. IN NO EVENT SHALL ANTIKYTERA BE LIABLE TO THE CLIENT, AUTHORIZED USER OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, GOODWILL, BUSINESS OPPORTUNITY, REVENUE, DATA OR DATA USE, INCURRED BY THE CLIENT OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT OR THERWISE, ARISING FROM OR RELATED TO THE USE OF THE APPLICATION OR ANY DATA DERIVED THEREFROM, EVEN IF ANTIKYTERA HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. TRADE MARKS

7.1. Client and Antikytera expressly reserve all rights to its own trade-names, logos, trade-marks, other identifying symbols, all goodwill associated therewith, and all of its proprietary rights in its product packaging or labelling. Authorized User shall not acquire any right, title or interest in or to any such trade-name, logo, trade-mark, or other identifying symbols pursuant the T&C and the related license.

7.2. Authorized User will not remove or alter any proprietary and copyright notices.

8. ANALYSES

8.1. Antikytera may create analyses utilizing, in part, Client Data and information derived from Client’s use of the AR Ermes and Related Services, what may only be executed if granted the anonymization all data processed.

9. MISCELLANEOUS

9.1. Survival: all dispositions in this T&C related to guarantees, liabilities, confidentiality, warranties and limitation of warranties will survive the expiration or termination of the Agreement.

9.2. Severability: if any provision of this T&C is held to be invalid or unenforceable, the invalidity or unenforceability will not affect the other provisions of this T&C and the Agreement.

9.3. No Waiver: a waiver of any breach of the Agreement and the T&C is not deemed a waiver of any other breach.

9.4. Access and acceptance: authorized User and Client agree and recognize that the access of this T&C is considered by the applicable law as biding acceptance to all conditions herein.

9.5. Force Majeure: any delay in performance (other than for the payment of amounts due) caused by conditions beyond the reasonable control of the performing party is not a breach of the T&C or the Agreement. The time for performance will be extended for a period equal to the duration of the conditions preventing performance.

9.6. Governing Law: any claims relating to T&C and its subject matter will be governed by and construed under the laws elected by the Agreement.

9.7. Jurisdiction: all disputes will be subject to the exclusive jurisdiction of the courts elected according to the Agreement, being accepted and understood that Client will respond for all Authorized Users.

9.8. Entire and binding Agreement: this T&C, the applicable privacy policy and the Agreement constitute the complete and exclusive statement relating to the subject matter hereof, especially the use of AR Ermes.

9.9. Non-authorized use and other liabilities: the non-authorized use of AR Ermes by Authorized Users or any abuse, infringement, fraud or breach regarding the T&C and the Agreement will be subject to fines and penalties as regulated by law, the Agreement, this T&C and the policy privacy.