General Terms and Conditions for Services Provided to Publishers

1. Definitions

Capitalized terms used in these Publisher Terms of Service have the meanings set out below, unless otherwise defined or required by the context:

“Access Procedure”: means the process through which a person gains access to the interactive features of the Real-Time Services, either through a nickname or through an account made available by N4R, a third-party service or the Publisher.

“Affiliate”: means any entity that directly or indirectly controls, is controlled by or is under common control with a Party, where “control” means the direct or indirect ownership of more than 50% of the voting interests or the power to direct the management of that entity. 

“Agreement”: means the agreement between N4R and the Publisher comprising these Publisher Terms of Service, Exhibit A, the DPA where applicable, and any additional terms expressly agreed between the Parties.

“Back-End”: means all servers managed and operated by N4R for the provisioning of the Services.

“Business Subscription”: means the subscription for Services as described in Exhibit A.

“Chat Data”: means chat messages published on the pages of the Website by End Users via the Software and Real-Time Services.

“Client API”: means the API (Application Programming Interface) supplied by N4R, based on JavaScript, through which the Publisher may implement its own visual components that allow End Users to use Real-Time Services as an alternative or in addition to the Widget.

“Confidential Information”: has the meaning set out in Article 16 of these general terms and conditions.

“Content”: means messages and any information or other material contained in or transmitted with them through the chat functionality of the Real-Time Services.

“Custom Authentication”: means a procedure by which End Users who authenticate on the Website are automatically authenticated on the Real-Time Services.

“Dashboard”: means the user interface dedicated to the Publisher and hosted by N4R, through which the Publisher may, among other things and depending on the Subscription, manage its profile and payment methods, access invoices and receipts, and view or download Service usage metrics and Chat Data.

“Data Portability Register”: means N4R’s up-to-date online register available at https://now4real.com/data-portability/, containing information about the export and switching procedures, data structures, data formats, relevant standards, open interoperability specifications, and known restrictions or technical limitations applicable to the portability of Exportable Data and Digital Assets.

“DPA”: means N4R’s Data Processing Agreement entered into by the Parties in accordance with Article 18.6.

“End Users”: means the end users accessing the Publisher’s Website.

“Exportable Data and Digital Assets”: means the categories of data and digital assets identified in Article 14.5.

“Enterprise Subscription”: means the subscription for Services as described in Exhibit A.

“Fees”: means the consideration, if any, due from the Publisher to N4R for the Services, as set out in Article 9, Exhibit A, the Dashboard or any additional agreement entered into between the Parties.

“Force Majeure”: means an event beyond the reasonable control of the affected Party that could not reasonably have been prevented or overcome and that prevents or materially delays the performance of its obligations. Such events may include natural disasters, war, terrorism, civil unrest, embargoes, labor disputes not limited to the affected Party’s personnel, epidemics or pandemics, governmental actions, changes in applicable law, and material failures of electricity, Internet, telecommunications, cloud or hosting infrastructure, or cyberattacks, in each case to the extent not caused by the affected Party.

“Free Subscription”: means the subscription for Services as described in Exhibit A.

“Intellectual Property Rights”: means all intellectual and industrial property rights, whether registered or unregistered, including patents, utility models, rights in inventions, copyrights and related rights, database rights, trademarks, trade names, domain names, design rights, rights in software and source code, trade secrets, know-how, and all applications, renewals and extensions of such rights, anywhere in the world.

“N4R”: means Now4real S.r.l., with registered office in Viale Andrea Doria No. 7, 20124 Milan, Italy, registered with the Register of Enterprises of Milan, VAT No. 10328990964.

“NWL Mode”: means “Non White Label Mode”, a configuration on a Website where the Real-Time Services may retain their original branding and identity, distinct from the Publisher’s branding. In this mode, the Publisher and N4R act as independent data controllers.

“Party” or “Parties”: means N4R and the Publisher jointly or each of them individually.

“Premium Subscription”: means the subscription for Services as described in Exhibit A.

“Publisher”: means the legal entity or natural person acting for purposes relating to its trade, business, craft or profession that enters into this Agreement and uses the Services for one or more Websites.

“Real-Time Analytics”: means the anonymous real-time statistical data collected by N4R via the Software and Back-End, namely the counters of End Users who view pages of the Website or are engaged in chats and the distribution of the countries of origin of End Users.

“Real-Time Services”: means the live chat and analytics services made available to End Users through the Software and Back-End, as well as general analytics made available through websites operated by N4R.

“Services”: means Real-Time Services, supply of the Dashboard, Update Service and Support Service.

“Software”: means the software developed by N4R consisting of the Client API and the Widget and offered in SaaS (Software as a Service) mode for the supply of Real-Time Services, which can be integrated in the Website pages in order to enrich the Website user experience of the Publisher’s End Users.

“Software License”: means the license to use the Software, as specifically governed by these general terms and conditions.

“Subscription”: means the subscription, chosen by the Publisher, among Free Subscription, Premium Subscription, Business Subscription, and Enterprise Subscription, pursuant to Article 3 below.

“Support Service”: means the technical support service provided by N4R in relation to problems and questions that the Publisher may have in relation to the use of the Software and Dashboard.

“Update Service”: means the release or deployment by N4R of new versions of or updates to the Software or Back-End during the term of the Agreement.

“Website”: means a website owned or operated by, or otherwise under the lawful control of, the Publisher, on which the Services are used.

“Widget”: means the visual component supplied by N4R, built on HTML and JavaScript and based on the Client API, which can be hosted by the Website and allows End Users to use Real-Time Services.

“WL Mode”: means “White Label Mode”, a configuration on a Website where the Real-Time Services are seamlessly integrated and the N4R branding may be replaced with the Publisher’s branding. In this mode, the Publisher acts as a data controller, and N4R acts as a data processor.

2. Scope

2.1. By creating a Publisher account, expressly accepting these Publisher Terms of Service or integrating or using the Software on a Website, the Publisher enters into the Agreement with N4R. Any individual entering into the Agreement on behalf of a legal entity represents that they have the authority to bind that entity.

2.2. Subject to the Agreement, N4R grants the Publisher the Software License, as further governed by Article 10.

2.3. Except for the Software License expressly granted under the Agreement, no Intellectual Property Rights belonging to N4R, including any rights in the Software, are assigned or transferred to the Publisher.

2.4. Where a Website is configured in NWL Mode, End Users must accept N4R’s Terms of Service before first using the interactive features of the Real-Time Services on that Website. Those Terms constitute an agreement directly between N4R and each End User, to which the Publisher is not a party. This does not affect the Publisher’s rights and responsibilities under this Agreement in relation to the Real-Time Services on that Website, including, without limitation, their integration, configuration and availability, End User authentication and access management, and moderation, or any separate legal or contractual relationship between the Publisher and End Users concerning that Website. With respect to any Website configured in NWL Mode, the Publisher shall not make the interactive features of the Real-Time Services available if that Website or the relevant section thereof is primarily directed to persons under 18 years of age, or knowingly permit such persons to use those features.

2.5. Where a Website is configured in WL Mode, the agreement governing End Users’ access to and use of the Real-Time Services through that Website is concluded between the Publisher and the End Users. Accordingly, N4R is not a contracting party in relation to End Users’ use of the Real-Time Services on that Website.

2.6. The Agreement does not grant the Publisher any exclusive right in relation to the Services. N4R may provide services identical or similar to the Services to any third party.

2.7. N4R retains all Intellectual Property Rights in the systems, methods and databases used to generate and provide Real-Time Analytics. The Publisher may access and use Real-Time Analytics in accordance with the Agreement and the applicable Subscription. Real-Time Analytics may be displayed through the Widget or Client API on the Website in accordance with the visibility settings configured by the Publisher. Where the Publisher has configured the site-wide counters as Public, N4R may also publicly display Real-Time Analytics relating to the Website through pages or services made available by N4R, including in real-time rankings of Websites and web pages across different Publishers. Such displays may include the relevant page titles and URLs. Where the Publisher has configured the site-wide counters as Authenticated or Private through Custom Authentication, N4R shall exclude the Website from such public displays. Chat Data are not inherently public and shall be visible only in accordance with the access settings and permissions configured by the Publisher.

3. Subscription Plans

3.1. The Services are offered under the Subscription plans described in Exhibit A. The Publisher may select a Subscription through the Dashboard. If the Publisher integrates or uses the Software without creating an account or selecting a paid Subscription, the Free Subscription applies automatically.

3.2. The Publisher may change its Subscription at any time through the Dashboard or as otherwise agreed with N4R. Unless otherwise agreed for an Enterprise Subscription, the change takes effect immediately. In case of an upgrade, the full fixed Fee for the new Subscription shall be charged immediately and a new billing cycle shall begin on the date of the change. In case of a downgrade, no fixed Fee for the lower Subscription shall be charged until the next billing date, and the existing billing cycle and billing date shall remain unchanged. Any usage-based Fees accrued before the change shall be charged immediately. Fees already paid are non-refundable.

4. N4R’s Obligations and Limitation of Liability

4.1. N4R shall provide the Services with reasonable skill and care and in material accordance with the Agreement. N4R represents that it has the rights and authorizations necessary to provide the Services and grant the Software License. N4R shall use commercially reasonable measures designed to prevent harmful code from being introduced into the Software.

4.2. Except as expressly provided in the Agreement, the Services, the Software and any updates are provided “as is” and “as available”. To the fullest extent permitted by applicable law, N4R disclaims all express, implied and statutory warranties, including warranties of merchantability, fitness for a particular purpose and non-infringement. N4R does not warrant that the Services, the Software or any updates will meet the Publisher’s specific requirements, be uninterrupted, error-free or completely secure, or that all defects will be corrected.

4.3. To the fullest extent permitted by applicable law, N4R shall not be liable for any indirect, incidental, special, exemplary, punitive or consequential damages, or for any loss of profits, revenue, business, contracts, goodwill, anticipated savings or data, arising out of or in connection with the Agreement, the Services or the Software, regardless of the legal basis of the claim and even if N4R has been advised of the possibility of such damages.

4.4. Subject to Article 4.5, N4R’s total aggregate liability arising out of or in connection with the Agreement shall not exceed the Fees paid by the Publisher during the 12 months immediately preceding the event giving rise to the claim for the Subscription or Service to which the claim relates. Where the claim relates to a Free Subscription, N4R’s liability shall be excluded to the fullest extent permitted by applicable law.

4.5. Nothing in the Agreement excludes or limits N4R’s liability for fraud, willful misconduct or gross negligence, or any other liability that cannot be excluded or limited under applicable law.

5. Update Service

5.1. During the term of the Agreement, N4R may, at its discretion, update the Software and the Back-End. Updates may be deployed automatically and may include improvements, modifications, additions or removals of features.

5.2. N4R shall provide Publishers that have a registered account with at least 10 days’ prior notice by email before deploying an update that materially removes existing functionality included in the applicable Subscription or introduces a backward-incompatible change to a previously supported version of the Client API. This notice period shall not apply where an update is reasonably necessary to address a security vulnerability, comply with applicable law or an order of a competent authority, prevent misuse of the Services, protect the integrity or availability of the Services, or address another urgent technical issue. In such cases, N4R shall notify affected Publishers that have a registered account as soon as reasonably practicable. Publishers without a registered account are not entitled to individual notice.

6. Support Service

6.1. Where the Support Service is included in the applicable Subscription, N4R shall provide it by email at support@now4real.com. The Publisher shall specify the email address associated with its account and describe the relevant issue in reasonable detail. N4R will use reasonable efforts to respond and provide assistance, but does not guarantee any response or resolution time unless otherwise agreed in writing.

7. Additional Features and Custom Development

7.1. N4R may determine whether new features or functionalities are included in one or more Subscriptions or offered as optional features subject to additional Fees. Nothing in the Agreement requires N4R to develop any new feature, integration, adaptation or customization requested by the Publisher.

7.2. Any development specifically commissioned by a Publisher, including in connection with an Enterprise Subscription, shall be subject to a separate written agreement between the Parties setting out its scope, Fees, delivery terms, Intellectual Property Rights and any other applicable conditions.

8. Publisher’s Account and Registration of Websites

8.1. To access the Dashboard or use any Services that require an account, the Publisher shall create an account using one of the registration or authentication methods made available by N4R and provide the information requested during the registration process.

8.2. The Publisher shall provide accurate and complete information and keep its account information up to date. The Publisher is responsible for all activities carried out through its account and shall ensure that its credentials and other means of access are kept confidential and used only by authorized persons. The Publisher shall promptly notify N4R of any actual or suspected unauthorized access to or use of its account. Subject to Article 4, N4R shall not be liable for losses resulting from unauthorized use of the account to the extent caused by the Publisher’s failure to comply with this Article.

8.3. The Publisher may register and manage through the Dashboard only Websites that it owns, operates or is otherwise authorized to manage. The Publisher shall complete any verification procedure made available by N4R for this purpose.

9. Fees

9.1. The Publisher shall pay the Fees applicable to its Subscription and any optional features, as set out in Exhibit A, in the Dashboard or in any additional agreement entered into between the Parties.

9.2. Fixed and usage-based Fees for Premium and Business Subscriptions shall be charged and invoiced on a monthly basis as described in Exhibit A, without prejudice to any amounts becoming immediately due under Article 3.2. Fees and payment terms for Enterprise Subscriptions shall be governed by the applicable additional agreement.

9.3. The Publisher authorizes N4R to automatically charge the Fees, when due, to the payment method selected by the Publisher. This authorization shall not apply where the Parties have expressly agreed to alternative payment terms.

9.4. If an automatic payment fails, N4R may make further collection attempts and allow a grace period as part of its dunning process. If the overdue amount remains unpaid after that process, N4R may suspend the affected Services until full payment is received.

9.5. All Fees are exclusive of VAT and any other applicable sales, use or similar transaction taxes or duties, which shall be charged where required by law.

10. Software License

10.1. Subject to the Agreement and the applicable Subscription, N4R grants the Publisher, for the term of the Agreement, a limited, non-exclusive, non-transferable and non-sublicensable license to access, use and integrate the Software and its updates on the Websites solely for the purpose of making the Services available to End Users.

10.2. The Publisher shall use the Software only in accordance with the Agreement and the technical documentation made available by N4R. The Publisher may use the Client API to develop and operate its own visual components for the Services in accordance with such documentation.

10.3. The Software License does not include any right to receive the source code of proprietary components of the Software or any related technical, design or development documentation. Any component made available by N4R under a separate open-source license shall be governed by that license, which shall prevail over the Agreement in the event of any conflict relating to that component.

10.4. Except as necessary to make the Services available to End Users on the Websites, the Publisher shall not sell, rent, lease, sublicense, distribute or otherwise make the proprietary components of the Software available to any third party. The Publisher may allow its employees and contractors to use the Software solely on its behalf and for the purposes permitted by the Agreement, provided that the Publisher remains responsible for their compliance with the Agreement.

10.5. Except to the extent expressly permitted by the Agreement, an applicable open-source license or applicable law, the Publisher shall not copy, modify, adapt, translate or create derivative works from, or reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of, any proprietary component of the Software.

10.6. The Publisher shall promptly notify N4R if it becomes aware of any actual or threatened unauthorized use of, or infringement of N4R’s Intellectual Property Rights in, the Software.

11. Publisher’s Responsibilities and Indemnity

11.1. Subject to N4R’s obligations under this Agreement and applicable law, the Publisher is solely responsible for its relationships with End Users and for any terms, notices, policies, representations or commitments made by the Publisher, or by any person for whom the Publisher has enabled the Services. In WL Mode, this responsibility includes the terms and privacy information governing End Users’ access to and use of the Services.

11.2. The Publisher represents and warrants that: (a) it owns or operates, or is otherwise authorized to use, each Website and to integrate the Services into it; (b) the Website, the materials, data and instructions supplied by or on behalf of the Publisher, and the Publisher’s use and configuration of the Services comply with applicable law and do not infringe any third-party rights; (c) it will not knowingly introduce any harmful or disabling code into the Services; and (d) the information provided to N4R for the performance of this Agreement is accurate and complete in all material respects.

11.3. The Publisher is responsible for its own equipment, systems and Internet connectivity. The Publisher shall not: (a) access, collect or extract Real-Time Analytics or Chat Data except through the Dashboard, the documented Client API or other functionality expressly made available by N4R, and in accordance with any applicable documentation and usage limits; (b) expose or provide third parties with direct access to the Client API, or resell, sublicense or repackage the Client API as a standalone product or service, without prejudice to its permitted use on the Websites under Article 10; or (c) interfere with, overload, disrupt or circumvent the security or usage limits of the Services, the Back-End or N4R’s network.

11.4. Content transmitted through the Services is originated by End Users or, where applicable, by automated agents configured or connected by the Publisher. Subject to Article 4 and applicable law, N4R is not responsible for Content originated by End Users or such automated agents, or for the content or availability of third-party websites or resources linked through that Content.

11.5. The Publisher is responsible for: (a) the moderation policies, blocked-word lists, access rules, instructions and other settings that it configures or supplies; (b) selecting, instructing and supervising its human moderators and any automated agents that it configures or connects; and (c) the decisions and actions taken by those moderators or automated agents. Subject to Article 4 and applicable law, N4R is not responsible for the consequences of moderation decisions generated through automated moderation functionality made available by N4R to the extent that those decisions result from the application of policies, blocked-word lists, instructions or other settings configured or supplied by the Publisher. N4R does not assess whether those policies, lists, instructions or settings are appropriate for the Website, its audience or any particular Content. Automated moderation functionality made available by N4R may produce inaccurate or incomplete results and does not guarantee that all Content contrary to an applicable policy will be detected or blocked, or that compliant Content will never be blocked.

11.6. The Publisher shall indemnify and hold harmless N4R and its directors, employees and contractors from and against any third-party claim, demand, action, liability, damage, cost or expense, including reasonable legal fees, arising out of or relating to: (a) the Website or any materials, data or instructions supplied by or on behalf of the Publisher; (b) the Publisher’s breach of this Agreement or unlawful use of the Services; (c) any terms, policies, representations, commitments or other relationship between End Users and the Publisher, or any person for whom the Publisher has enabled the Services; or (d) the matters for which the Publisher is responsible under Article 11.5. This obligation shall not apply to the extent that the relevant claim results from N4R’s breach of this Agreement, gross negligence or willful misconduct.

11.7. Nothing in this Article limits N4R’s obligations or liability under Article 4 or any liability that cannot be excluded or limited under applicable law.

12. Duration, Withdrawal and Amendments

12.1. This Agreement enters into force when it is entered into in accordance with Article 2.1 and continues for an indefinite period until terminated in accordance with this Agreement.

12.2. The Publisher may downgrade a paid Subscription to the Free Subscription at any time in accordance with Article 3. Such downgrade takes effect immediately but does not terminate this Agreement, and the Services continue under the Free Subscription. The Publisher may terminate this Agreement at any time by closing its account through the Dashboard or by giving written notice in accordance with Article 21.4. Termination takes effect immediately upon closure of the account or receipt of the notice, unless a later date is specified or the Publisher has submitted a request under Article 14 that requires the Agreement to remain in effect during a transitional period. A Publisher using the Services without a registered account may terminate this Agreement by ceasing all use of the Services and removing the Software from its Websites. To obtain continued provision of the Services during a switching process, the Publisher must submit its request under Article 14 before termination takes effect.

12.3. N4R may terminate this Agreement for convenience by giving the Publisher at least five days’ written notice in accordance with Article 21.4. If the Publisher submits a request under Article 14 before the stated termination date, termination shall take effect in accordance with Article 14. Where N4R does not hold contact details for a Publisher using the Free Subscription without a registered account, N4R may discontinue the Free Subscription and terminate this Agreement by disabling the Services on the relevant Website, without prejudice to any data-retrieval rights available under Article 14.

12.4. N4R may suspend all or part of the Services immediately and without prior notice where reasonably necessary to prevent harm to the Services, the Back-End, N4R’s network or any third party, to address a security or integrity risk, to avoid potential liability or to comply with applicable law. Where reasonably practicable, N4R shall inform the Publisher of the suspension and its reasons.

12.5. N4R may amend this Agreement from time to time. Amendments that are not material or do not materially and adversely affect the Publisher’s rights or obligations may take effect immediately upon publication of the revised Agreement. Any amendment that materially and adversely affects the Publisher shall be published at least ten days before its effective date. N4R shall also give registered Publishers notice by email. For Publishers using the Services without a registered account, publication of the revised Agreement constitutes notice. If the Publisher does not terminate this Agreement before the effective date of the amendment, the revised Agreement shall automatically become binding on that date without any further express acceptance. A Publisher using the Services without a registered account may reject the amendment by ceasing to use the Services and removing the Software from its Websites before that date. A shorter notice period may apply where required by applicable law. Notwithstanding the foregoing, amendments to the DPA remain subject to the DPA, including Clause 2 and the notice requirements for changes to sub-processors under Clause 7.7.

12.6. Upon termination of this Agreement for any reason, the Publisher shall pay all Fees and other amounts accrued up to the effective date of termination, and any outstanding usage-based Fees shall become immediately due. Except where the Services continue during a transitional period under Article 14, the paid Subscription and the Services shall end immediately and shall not continue until the end of the current billing cycle. During any such transitional period, the Agreement and the normal Fees applicable to the Subscription shall remain in effect. Fees already paid are non-refundable, except where N4R terminates this Agreement for convenience under Article 12.3 or as expressly provided in Article 17.3.

13. Termination for Cause

13.1. Pursuant to Article 1456 of the Italian Civil Code, N4R may terminate this Agreement with immediate effect by giving written notice to the Publisher declaring its intention to rely on this Article if the Publisher: (a) fails to pay any amount due after completion of the dunning process referred to in Article 9.4; or (b) breaches any of its obligations under Articles 2.4, 2.5, 8.2, 8.3, 10.4, 10.5, 10.6, 11.2, 11.3, 11.5, 11.6, 16 or 18.

13.2. N4R may also terminate this Agreement if the Publisher commits any other material breach and, where the breach is capable of remedy, fails to remedy it within ten days after receiving written notice. No cure period is required where the breach is incapable of remedy.

13.3. Either Party may terminate this Agreement with immediate effect, to the extent permitted by applicable law, if the other Party enters into liquidation other than for a solvent restructuring, becomes subject to insolvency proceedings that are not dismissed within a reasonable period, ceases to carry on its business or becomes unable to pay its debts as they fall due.

14. Termination, Data Portability and Switching

14.1. Upon termination of this Agreement, other than a downgrade to the Free Subscription and subject to the remaining provisions of this Article:

(a) the Software License and any other right granted to the Publisher under this Agreement shall terminate, and the Publisher shall cease using the Software;

(b) N4R shall discontinue the Services and may restrict the Publisher’s account and access to the Dashboard; however, throughout the retrieval period under Article 14.9, N4R shall maintain authenticated access to the Dashboard functions necessary to retrieve the applicable Exportable Data and Digital Assets;

(c) the Publisher shall remove the Widget, Client API scripts and any other Software from its Websites within ten days;

(d) all outstanding Fees and other amounts due to N4R shall be paid in accordance with Article 12.6; and

(e) the Publisher’s data shall be made available, retained or erased in accordance with this Article, Article 18, the DPA where applicable, and applicable law.

14.2. The Publisher may submit a written request to support@now4real.com to:

(a) receive, or have an authorized destination provider receive, its Exportable Data and Digital Assets for the purpose of switching to a data processing service covering the same service type offered by another provider;

(b) receive its Exportable Data and Digital Assets for the purpose of porting them to an on-premises ICT infrastructure;

(c) erase its Exportable Data and Digital Assets without switching to another service; or

(d) where applicable, facilitate the in-parallel use of another data processing service.

The request shall identify the selected action and provide any information reasonably necessary to verify the Publisher’s authority, identify the relevant Websites and data, and authenticate any destination provider or other authorized recipient. N4R shall promptly inform the Publisher if information reasonably necessary to process the request is missing.

14.3. Where the Publisher submits a complete and verifiable request under Article 14.2(a), (b) or (d), the transitional period shall begin without any additional notice period when N4R receives the request. A request under Article 14.2(c) does not initiate a transitional period and shall be handled in accordance with Article 14.9(b). Subject to Article 14.4, N4R shall complete the actions for which it is responsible without undue delay and within a maximum of 30 calendar days. During the transitional period:

(a) this Agreement and the normal Fees applicable to the Subscription shall remain in effect;

(b) N4R shall provide reasonable assistance to the Publisher and any third party authorized by the Publisher, support the Publisher’s exit strategy and provide relevant information concerning the switching process;

(c) N4R shall act with due care to maintain business continuity and continue providing the functions and Services covered by the Agreement;

(d) N4R shall provide clear information concerning known risks to continuity arising from the switching process; and

(e) N4R shall maintain an appropriate level of security, including during the transfer and subsequent retrieval of data.

The Parties and any authorized destination provider shall cooperate in good faith and provide the information and assistance reasonably necessary to complete the process.

14.4. If completion within 30 calendar days is technically unfeasible, N4R shall notify the Publisher within 14 working days after receiving the request, explain the technical reasons and indicate an alternative transitional period not exceeding seven months. The Publisher may extend the transitional period once, for a period that it considers more appropriate for its purposes, by giving N4R written notice before the then-current transitional period expires. The Agreement and the normal Fees applicable to the Subscription shall remain in effect throughout any extended transitional period.

14.5. The following is the exhaustive specification of the categories of Exportable Data and Digital Assets, in each case to the extent generated, supplied or configured in connection with the Services and retained by or available to N4R at the time of export:

(a) Publisher account, subscription and billing data, including contact and account information, billing details, tax identifiers, subscription information, invoices and payment status information available to N4R;

(b) Website configurations and settings, including Website identification and structure, access and visibility settings, moderation settings and policies, AI Moderation policies, and configurations relating to Custom Authentication, automated agents and other optional features;

(c) Chat Data and associated metadata and interaction records, including message histories, reactions, reports, moderation records and interactions involving automated agents;

(d) analytics, usage data and reports relating to the Publisher’s Websites; and

(e) for Websites configured in WL Mode, End User profile and access data processed by N4R on behalf of the Publisher, including data generated through nickname-based and email-based Access Procedures and user-linked access records.

14.6. The following is the exhaustive specification of the categories excluded from Exportable Data and Digital Assets:

(a) the Software, source code, object code, algorithms, models, proprietary system instructions, internal database schemas, service architecture, know-how and other technology belonging to N4R or a third party;

(b) internal operational, diagnostic, telemetry, performance, capacity-management, security, fraud-prevention, investigation and administrative data generated by N4R solely for the internal functioning, protection or management of the Services, to the extent that their disclosure would expose trade secrets or compromise security or service integrity;

(c) passwords, password hashes, authentication or access tokens, cryptographic keys, API secrets, complete payment credentials and other credentials or secret material whose disclosure could compromise security;

(d) data or digital assets belonging to another customer or third party that N4R is not legally entitled to disclose; and

(e) data held solely by independent third parties and not available to N4R or its processors.

These exclusions shall not be applied in a manner that impedes or delays the switching process or excludes the Publisher’s input or output data merely because those data are stored within N4R’s systems.

14.7. The available export methods and formats, the structure of the export packages, applicable standards and specifications, and known restrictions or technical limitations are described in the Data Portability Register. Where required by applicable law, Exportable Data shall be provided in a structured, commonly used and machine-readable format. N4R may update the technical contents of the Data Portability Register to reflect changes to the Services, formats or available procedures, provided that such updates do not materially reduce the Publisher’s mandatory rights or the categories identified in Article 14.5.

14.8. Due to the distinctive features of the Services, no standardized one-to-one migration or configuration mapping to another service may be available. Exportable Data and Digital Assets may require adaptation and may not be directly importable into another service. N4R does not guarantee functional equivalence or the ability of any third-party service to import or use them. To the extent permitted by applicable law, N4R is not required to develop new technologies or services, disclose Intellectual Property Rights or trade secrets, or take measures that would compromise the security or integrity of the Services. Unless separately agreed as an optional professional service, the Publisher and the destination provider are responsible for adapting, uploading, importing and configuring the Exportable Data and Digital Assets in the destination environment.

14.9. A switching process shall be considered successfully completed when N4R has made the applicable Exportable Data and Digital Assets available to the Publisher or transferred them to the authorized recipient, completed the other source-side actions required from N4R, and notified the Publisher accordingly. Unless the Services are being used in parallel:

(a) where the Publisher switches to another provider or to on-premises ICT infrastructure, this Agreement shall be considered terminated upon successful completion of the switching process; and

(b) where the Publisher requests erasure without switching, this Agreement shall be considered terminated on the applicable effective date of termination.

N4R shall make the applicable Exportable Data and Digital Assets available for retrieval for at least 30 calendar days following the end of the transitional period or, where no transitional period applies, following termination. The Publisher may request earlier erasure where permitted by applicable law.

After the retrieval period, or after any later period agreed with the Publisher, N4R shall erase the Exportable Data and Digital Assets generated directly by or relating directly to the Publisher, provided that any applicable switching process has been successfully completed. This shall not require erasure where and for as long as retention is required by applicable law. Any data retained for that reason shall be restricted to the required purpose and erased when the applicable retention period expires. Personal data processed by N4R on behalf of the Publisher in WL Mode shall also be returned or erased in accordance with the DPA.

14.10. N4R does not impose any switching charge. This does not affect the normal Fees applicable while the Agreement and Services remain in effect or any separately agreed Fees for optional professional services requested by the Publisher that go beyond the assistance required under this Article.

14.11. Except as expressly provided in Article 14.9, termination does not require N4R to delete all data immediately. Personal data and other data shall be retained, returned or deleted in accordance with the Privacy and Cookie Policy, the DPA where applicable, N4R’s applicable retention periods and any legal obligation to retain them.

14.12. Any provision which by its nature is intended to survive termination shall remain in force, including Articles 4, 9, 11, 14, 16, 18 and 21.

15. Assignment and Subcontracting

15.1. Neither Party may assign or transfer this Agreement without the prior written consent of the other Party. However, either Party may assign this Agreement without such consent to an Affiliate or in connection with a merger, corporate reorganization or sale of all or substantially all of the business or assets to which this Agreement relates, provided that the assignee assumes all obligations under the Agreement. The assigning Party shall give the other Party written notice of the assignment.

15.2. N4R may use subcontractors to perform the Services without this constituting an assignment of the Agreement, provided that N4R remains responsible for their performance to the extent provided under this Agreement. The appointment of any subprocessor remains subject to the DPA where applicable.

15.3. Any purported assignment made in breach of this Article is ineffective.

16. Confidentiality

16.1. “Confidential Information” means any non-public information disclosed by or on behalf of one Party to the other Party in connection with the negotiation, entry into or performance of this Agreement that is identified as confidential or that should reasonably be understood to be confidential considering its nature and the circumstances of disclosure. Confidential Information includes non-public technical, security, business, financial and commercial information, product plans, proprietary source code and non-public Chat Data.

16.2. The receiving Party shall: (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement; (b) protect it using at least reasonable care and no less care than it uses to protect its own confidential information of a similar nature; and (c) disclose it only to its employees, Affiliates, professional advisors and contractors who need to know it for those purposes and are subject to confidentiality obligations. The receiving Party remains responsible for compliance with this Article by such persons.

16.3. Confidential Information does not include information that the receiving Party can demonstrate: (a) is or becomes publicly available without breach of this Agreement; (b) was lawfully known to it without restriction before disclosure; (c) is lawfully received from a third party without confidentiality restrictions; or (d) is independently developed without use of the disclosing Party’s Confidential Information.

16.4. A receiving Party may disclose Confidential Information where required by applicable law or an order of a competent authority. Where legally permitted, it shall give the disclosing Party reasonable prior notice and disclose only the information legally required.

16.5. The obligations under this Article remain in force during the term of the Agreement and for five years after its termination. Information qualifying as a trade secret shall remain protected for as long as it continues to qualify as such under applicable law.

16.6. Personal data remain subject to Article 18 and, where applicable, the DPA.

17. Force Majeure

17.1. Neither Party shall be liable for any failure or delay in performing its obligations to the extent caused by Force Majeure. The affected obligations shall be suspended only for the duration and to the extent of the Force Majeure event. Force Majeure does not excuse the payment of Fees or other amounts that accrued before the event.

17.2. The affected Party shall, where reasonably practicable, promptly notify the other Party of the Force Majeure event and use reasonable efforts to mitigate its effects and resume performance.

17.3. If a Force Majeure event materially prevents the provision or use of the Services for more than 30 consecutive days, either Party may terminate the affected Subscription or this Agreement by written notice. Where termination results from a Force Majeure event affecting N4R’s performance, N4R shall refund any prepaid fixed Fees relating to the period following the effective date of termination.

18. Data Protection

18.1. Each Party shall comply with Regulation (EU) 2016/679 (“GDPR”), Legislative Decree No. 196 of June 30, 2003, as amended, and any other applicable data-protection law in relation to personal data processed in connection with the Agreement. Except where the DPA applies or the circumstances otherwise require, each Party acts as an independent data controller for the processing operations whose purposes and means it determines.

18.2. N4R processes personal data relating to individuals who create or use a Publisher account or otherwise act as the Publisher’s representatives or contact persons as described in N4R’s Privacy and Cookie Policy, available at https://now4real.com/privacy/. The Publisher shall make that Policy available to any individual whose personal data it provides to N4R.

18.3. For each Website configured in NWL Mode, N4R and the Publisher each act as independent data controllers in relation to the processing operations for which they respectively determine the purposes and means. N4R is responsible for the processing it carries out to provide the Services directly to End Users under N4R’s Terms of Service. The Publisher is responsible for the processing it carries out in connection with the Website, its configuration, access management and moderation, and for any other purposes determined by the Publisher. Each Party shall independently ensure that its processing has a valid legal basis, provide the information required by applicable law, implement appropriate security measures and handle requests concerning the rights of data subjects.

18.4. In NWL Mode, the Publisher shall provide End Users with its own privacy and cookie notices where applicable. Where the Publisher implements an Access Procedure, Custom Authentication or another interface through the Client API, it shall ensure that N4R’s Terms of Service and Privacy and Cookie Policy are readily accessible and that End Users complete the required Access Procedure before using the interactive features of the Services. The Publisher shall ensure that any personal data it transmits to N4R have been collected and disclosed lawfully and shall not cause N4R to process personal data in violation of applicable law.

18.5. In NWL Mode, N4R makes Chat Data available to the Publisher through the Dashboard for a maximum rolling period of 12 months. When the Publisher accesses, exports or otherwise uses Chat Data, it acts as an independent data controller for that processing. The Publisher shall not treat Chat Data as publicly available merely because they were submitted through the Services and shall process them only for purposes disclosed to End Users and supported by a valid legal basis. The Publisher is responsible for providing any information required concerning its use or analysis of Chat Data and for applying appropriate access, security and retention controls.

18.6. For each Website configured in WL Mode, the Publisher acts as data controller and N4R acts as data processor for the processing carried out by N4R on the Publisher’s behalf. Before first enabling WL Mode, the Publisher shall accept the DPA, which forms part of the Agreement and governs that processing. The Publisher is responsible for providing End Users with its own privacy notice and contractual terms, identifying the applicable legal bases, handling data-subject requests and ensuring that its instructions to N4R comply with applicable law.

19. Use of Publisher’s Name and Logo

19.1. Unless the Publisher opts out by written notice, during the term of the Agreement N4R may identify the Publisher as a customer and use the Publisher’s name and logo on N4R’s websites, customer lists, presentations and other marketing materials. The Publisher grants N4R a non-exclusive, worldwide and royalty-free license solely for those purposes.

19.2. N4R shall comply with any reasonable brand guidelines provided by the Publisher in advance. Following an opt-out notice or termination of the Agreement, N4R shall cease making new uses of the Publisher’s name and logo and remove them from digital materials under N4R’s control within a reasonable period. N4R shall not be required to recall or destroy materials already distributed.

20. Expenses and Taxes

20.1. Each Party shall bear its own legal, accounting and other costs incurred in negotiating, entering into and performing the Agreement, unless expressly agreed otherwise.

20.2. Taxes applicable to the Fees are governed by Article 9.5. Each Party remains responsible for taxes imposed on its own net income, property or personnel.

20.3. Any registration tax or similar charge arising because a Party elects to register the Agreement shall be borne by that Party. Any such charge imposed independently of either Party’s election shall be allocated as required by applicable law.

21. Miscellaneous

21.1. Entire Agreement and Priority. The Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes all previous proposals, negotiations, communications and understandings concerning that subject matter. Any terms contained in a purchase order or similar document issued by the Publisher shall not modify the Agreement unless expressly accepted by N4R in writing. Unless an additional agreement expressly provides otherwise, the DPA shall prevail with respect to the processing it governs, and these Publisher Terms of Service shall prevail over Exhibit A.

21.2. Severability. If any provision of the Agreement is held to be invalid, unlawful or unenforceable, that provision shall be ineffective only to the minimum extent necessary and the remaining provisions shall remain in full force. Where reasonably possible, the Parties shall replace the affected provision with a valid provision that most closely reflects its original purpose.

21.3. No Waiver. A Party’s failure or delay in exercising any right or remedy under the Agreement shall not constitute a waiver of that or any other right or remedy. A waiver shall be effective only if made in writing and only for the specific instance for which it is given.

21.4. Notices. Any notice required under the Agreement shall be made in writing and sent by email, certified electronic mail (PEC), registered mail or courier. Notices to N4R shall be sent by email to info@now4real.com, by PEC to now4real@legalmail.it, or by registered mail or courier to N4R’s registered office specified in Article 1. Notices to a Publisher with a registered account shall be sent to the email address associated with the account or to the most recent postal address provided through the Dashboard. The Publisher is responsible for keeping those details up to date. An email notice shall be deemed received when sent, provided that the sender does not receive a delivery failure notification; a PEC notice shall be deemed received in accordance with the applicable delivery receipt; and a notice sent by registered mail or courier shall be deemed received upon delivery or refusal of delivery. Where the Publisher does not have a registered account, the notice methods expressly provided elsewhere in the Agreement for that situation shall apply.

21.5. Independent Contractors. The Parties are independent contractors. Nothing in the Agreement creates any partnership, joint venture, employment, fiduciary or agency relationship between them, and neither Party has authority to bind the other except as expressly stated in the Agreement.

21.6. No Third-Party Rights. Except as expressly provided in the Agreement, no person other than the Parties and their permitted successors and assigns shall have any right to enforce the Agreement.

22. Applicable Law and Jurisdiction

22.1. The Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by the laws of the Italian Republic.

22.2. Any dispute, claim or proceeding arising out of or in connection with the Agreement, including any dispute concerning its validity, interpretation, performance or termination, shall be subject to the exclusive jurisdiction of the courts of Milan, Italy.

22.3. The Parties shall use reasonable efforts to resolve any dispute amicably. Nothing in this Article prevents either Party from commencing proceedings at any time, including to seek urgent or interim relief, preserve a right or limitation period, or recover overdue amounts.

Exhibit A – Subscription Plans

The following table summarizes the standard Subscription plans, included features and applicable Fees. “Included” means that the feature is included without an additional Fee. “Optional” means that the Publisher may enable the feature for the additional Fee indicated. Enterprise Subscription features, Fees and payment terms are governed by the applicable additional agreement.

All Fees are stated in US dollars and are exclusive of VAT and other applicable taxes, as provided in Article 9.5.

	FREE	PREMIUM	BUSINESS	ENTERPRISE
Price	USD 0	USD 15 per monthly billing cycle	USD 150 per monthly billing cycle	Custom pricing and payment terms
Viewing Time	Maximum 1,000 user-hours per calendar month	3,000 user-hours per billing cycle included. Additional user-hours: USD 3 per commenced block of 1,000	15,000 user-hours per billing cycle included. Additional user-hours: USD 3.50 per commenced block of 1,000	Custom Viewing Time
Use your logo	Not included	Included	Included	As agreed
Welcome messages	Not included	Included	Included	As agreed
Roles and moderation	Not included	Included	Included	As agreed
Profanity filters	Not included	Included	Included	As agreed
AI Moderation	Not included	Optional. USD 0.25 per block of 1,000 analyzed messages	Included	As agreed
Live polls	Not included	Included	Included	As agreed
Configurable message duration	Not included	Included	Included	As agreed
Chat without registration	Not included	Included	Included	As agreed
Chat transcripts	Not included	Included	Included	As agreed
Real-time reports	Not included	Included	Included	As agreed
Advanced site structures	Not included	Included	Included	As agreed
Chatbots and AI agents	Not included	Included	Included	As agreed
Custom Authentication and SSO	Not included	Optional. USD 20 per monthly billing cycle	Included	As agreed
White Label	Not included	Not included	Included	As agreed
Support	Not included	Email	Email	As agreed

Viewing Time

Viewing Time is the aggregate time during which End Users view pages of the Publisher’s Websites on which the Software is operating. N4R counts time only while a page is visible in the foreground, and not while it is minimized or displayed in a background browser tab. The accuracy of this detection depends on the End User’s browser.

For example, 3,000 user-hours may result from 36,000 End Users each keeping a page visible for five minutes, or from 100 End Users each keeping a page visible for one hour per day over a 30-day period.

To calculate Viewing Time, each applicable calendar month or monthly billing cycle is divided into three-minute slots. For each slot, N4R records the maximum number of concurrent viewers. The resulting values are added together, divided by 20 and rounded down to the nearest whole user-hour. The Viewing Time of all Websites registered under the same Publisher account is aggregated.

For a Free Subscription, Viewing Time is calculated by calendar month. For Premium and Business Subscriptions, it is calculated separately for each monthly billing cycle.

Free Subscription

The Publisher may integrate the Software into its Website without creating an account. By integrating or using the Software, the Publisher enters into the Agreement and the Free Subscription applies automatically.

The Publisher may also create an account through the Dashboard, register and verify its Websites and view the available usage information. Features reserved for paid Subscriptions remain unavailable unless the Publisher upgrades its Subscription.

The Free Subscription includes a maximum of 1,000 user-hours of Viewing Time per calendar month. When that limit is reached, the Real-Time Services are automatically suspended for the remainder of the calendar month. They automatically resume at the beginning of the following calendar month, when the Viewing Time allowance is reset.

Premium Subscription

The Publisher must create an account through the Dashboard to subscribe to the Premium Subscription.

Each monthly billing cycle begins when the Premium Subscription is activated, or when the billing cycle is reset following an upgrade under Article 3.2, and continues until the corresponding date of the following month. The fixed Fee of USD 15 is charged in advance at the beginning of each billing cycle and includes 3,000 user-hours of Viewing Time for that cycle.

If Viewing Time exceeds 3,000 user-hours during a billing cycle, a usage-based Fee of USD 3 is charged for each commenced block of up to 1,000 additional user-hours. Usage-based Fees are charged at the end of the relevant billing cycle.

AI Moderation may be enabled for an additional usage-based Fee of USD 0.25 per block of 1,000 analyzed messages. Custom Authentication and SSO may be enabled for an additional fixed Fee of USD 20 per monthly billing cycle, charged in advance. Other optional features and their applicable Fees may be offered through the Dashboard and shall be displayed to the Publisher before they are enabled.

The Publisher may set a maximum variable Fee for each billing cycle through the Dashboard. When that limit is reached, the Real-Time Services are automatically suspended for the remainder of the billing cycle and automatically resume at the beginning of the following billing cycle.

Example

If the Publisher subscribes to the Premium Subscription on February 14, it is charged the USD 15 fixed Fee for the billing cycle beginning on that date.

If, on March 14, the Viewing Time for the preceding billing cycle is 4,163 user-hours, the usage-based Fee is calculated as follows:

• 4,163 minus 3,000 equals 1,163 additional user-hours;
• 1,163 additional user-hours correspond to two commenced blocks of 1,000 user-hours;
• two blocks multiplied by USD 3 equal USD 6.

On March 14, the Publisher is therefore charged USD 15 for the new billing cycle and USD 6 for the usage-based Fee accrued during the preceding billing cycle.

Business Subscription

The Publisher must create an account through the Dashboard to subscribe to the Business Subscription.

Each monthly billing cycle begins when the Business Subscription is activated, or when the billing cycle is reset following an upgrade under Article 3.2, and continues until the corresponding date of the following month. The fixed Fee of USD 150 is charged in advance at the beginning of each billing cycle and includes 15,000 user-hours of Viewing Time for that cycle.

If Viewing Time exceeds 15,000 user-hours during a billing cycle, a usage-based Fee of USD 3.50 is charged for each commenced block of up to 1,000 additional user-hours. Usage-based Fees are charged at the end of the relevant billing cycle.

The Publisher may set a maximum variable Fee for each billing cycle through the Dashboard. When that limit is reached, the Real-Time Services are automatically suspended for the remainder of the billing cycle and automatically resume at the beginning of the following billing cycle.

Enterprise Subscription

The features, usage allowances, Fees, billing arrangements, support conditions and other specific terms applicable to each Enterprise Subscription shall be established in an additional agreement between the Parties.

Specific Approval

Specific Approval under Articles 1341 and 1342 of the Italian Civil Code

Pursuant to and for the purposes of Articles 1341 and 1342 of the Italian Civil Code, the Publisher expressly and specifically approves the following provisions: Articles 4.2, 4.3 and 4.4 (warranty disclaimers and exclusions and limitations of N4R’s liability); Article 8.2 (Publisher’s responsibility for account use and limitation of N4R’s liability); Article 9.4 (N4R’s right to suspend the Services for non-payment); Articles 10.1 and 10.4 (restrictions on transfer, sublicensing and third-party use of the Software); Article 11.3(b) (restrictions on third-party access to, resale and sublicensing of the Client API); Articles 11.4 and 11.5 (exclusions and limitations of N4R’s responsibility for Content, third-party resources, moderation and automated functionality); Article 11.6 (Publisher’s indemnification obligations); Articles 12.3 and 12.4 (N4R’s rights to terminate and suspend); Article 12.5 (N4R’s right to amend the Agreement and binding effect of amendments without further express acceptance); Article 12.6 (immediate payment obligations, immediate cessation of the Services and non-refundable Fees upon termination); Articles 13.1, 13.2 and 13.3 (termination rights); Articles 14.3 and 14.4 (continued applicability of the Agreement and Fees during transitional periods); Articles 14.6 and 14.8 (exclusions and limitations applicable to data portability and switching); Article 15.1 (restrictions on assignment); Article 17.1 (exclusion of liability and suspension of obligations in case of Force Majeure); Article 21.4 (notice methods and deemed receipt); Article 22.2 (exclusive jurisdiction of the courts of Milan); and Exhibit A, sections “Free Subscription”, “Premium Subscription” and “Business Subscription” (automatic suspension of the Real-Time Services upon reaching the applicable usage or spending limit).