Commercial Terms of Service

Commercial Terms of Service

MEUS Platform — Business Customers

VERSION 1.1  ·  EFFECTIVE: 04/14/2026  ·  LANGUAGE: ENGLISH (MASTER)  ·  GOVERNING LAW: ITALY

1. Introduction and Scope

1.1. These Commercial Terms of Service ("Terms") constitute a binding agreement between MEUS S.R.L., a company incorporated under the laws of Italy, with registered office at Via Alberto Plini 2, Bastia Umbra (PG), Italy, VAT IT03953240540 ("MEUS", "we", "us") and the organization, company, or other legal entity that registers for or accesses the MEUS Platform for business purposes ("Customer", "you").

1.2. These Terms govern Customer's access to and use of the MEUS Platform, including all related tools, APIs, dashboards, AI agents, documentation and services (collectively, the "Services"). These Terms are effective on the earlier of the date Customer first electronically accepts these Terms or first accesses the Services ("Effective Date").

1.3. AUTHORITY. By accepting these Terms, the individual accepting on behalf of Customer represents and warrants that they have the legal authority to bind Customer. If you do not have such authority, or if Customer does not agree with these Terms, you must not access the Services.

1.4. CONSUMER SERVICES. These Terms apply exclusively to business use. Consumer use of the MEUS mobile application by individual fans is governed by the separate MEUS Consumer Terms of Service and the MEUS Privacy Policy (available at meusfan.com).

1.5. SUPPLEMENTAL TERMS. Certain features of the Services may be subject to additional terms presented at the time of activation ("Supplemental Terms"), including but not limited to: Enterprise Service Level Agreements, the Data Processing Addendum (DPA), Joint Controller Arrangements for loyalty programs (WF04), Vertical Plan Addenda (Festival & Events, Artista Emergente), and Enterprise fine-tuning terms. In the event of conflict, the Supplemental Terms prevail over these Terms solely with respect to the feature they cover.

2. Definitions

3. The Services

3.1. OVERVIEW

Subject to these Terms, MEUS grants Customer a non-exclusive, non-transferable, revocable right to access and use the Services during the Term. The Services consist of six Agentic Workflows:

WF01 — Database Integration. Connection of Customer's existing CRM (Mailchimp, Brevo, Sendgrid, or others via API) or CSV upload. MEUS enriches imported contacts with available behavioral data from the MEUS Database.

WF02 — Fan Matching & Intelligence. Identification and matching of Customer's contacts against the MEUS Database. Delivery of overlap analysis, purchase history, behavioral data, and predictive analytics. Fan Matching reports compare verified purchase behavior only — never social media follower counts.

WF03 — Fan Acquisition. SMS and email campaigns to acquire fans not yet registered on MEUS, at no additional cost. Acquired fans enter the MEUS consumer ecosystem and become part of the MEUS Database (see Section 3.3).

WF04 — Loyalty Program & Legal Architect. Guided setup of loyalty programs within the MEUS consumer application. AI-generated legal documents (Privacy Policy, Contest Regulations) compliant with GDPR and DPR 430/2001. Quarterly refresh of legal documents included. Loyalty programs are jointly operated by Customer and MEUS within the MEUS consumer application, governed by a Joint Controller Arrangement (Supplemental Terms).

WF05 — Advertising & Target Expansion. AI-driven campaign generation, targeting, distribution, and continuous optimization across Meta, TikTok, Spotify, YouTube, Instagram, WhatsApp, and Discord. Customer provides creative assets; MEUS AI Agents generate optimized targets and manage distribution. Performance-based Token consumption via CPC (for non-MEUS fans) and CPS (for MEUS-registered fans with tracked purchases).

WF06 — AI Fan Support h24. A brand-trained AI Agent that responds to fans around the clock: tickets, loyalty, points, complaints. Included in all paid Plans; activates with Customer's subscription.

3.2. PLAN AVAILABILITY

WF01–WF04 are available on all Plans, including Free. WF05 (Advertising) requires a paid Plan (Starter or above). WF06 (AI Fan Support) is included in all paid Plans. The Free Plan includes 5,000 Tokens. Plan details, Token allocations, and pricing are set forth in the applicable Order Form or the published Commercial Proposal.

3.3. TARGET EXPANSION AND THE MEUS DATABASE

Data Cleaning Room Model. MEUS operates as a data cleaning room. The MEUS Database contains all fans who have registered on the MEUS consumer application — including fans originally acquired through Customer's referral or acquisition campaigns (WF03). Once a fan registers on MEUS, their profile becomes part of the MEUS Database, of which MEUS is the independent Data Controller.

Customer may purchase access to additional fan profiles from the MEUS Database as an add-on to any Plan. These profiles are real, verified, and include behavioral data (purchase history, engagement metrics, predictions). Target Expansion operates as follows:

MEUS provides Customer with fan profiles in abbreviated/dotted format (e.g., "M. Rossi") with behavioral attributes — never full identity data of another Customer's imported contacts;

MEUS does not disclose to Customer whether a Target Expansion profile originated from another Customer's referral, nor does it disclose to any other Customer that a profile has been made available to Customer;

Target Expansion profiles are drawn from the MEUS Database (where MEUS is Controller), not from any other Customer's Tenant;

No Customer-to-Customer data sharing occurs. The Data Isolation principle (Section 6) remains fully intact.

3.4. AI AGENTS — NATURE AND LIMITATIONS

The Services incorporate AI Agents that perform autonomous and semi-autonomous tasks. Customer acknowledges and agrees that:

AI Agents may produce Outputs that are inaccurate, incomplete, or require human review. Customer is solely responsible for evaluating and approving Outputs before relying on them, publishing them, or distributing them to third parties.

Legal documents generated by the Legal Architect (WF04) are provided for informational purposes and as a drafting aid. MEUS does not provide legal advice. Customer is strongly advised to have all AI-generated legal documents reviewed by qualified legal counsel before publication. A disclaimer is automatically appended to every generated document.

Advertising campaigns managed by AI Agents (WF05) operate within Customer-configured spending caps. MEUS AI Agents cannot exceed the spending cap without Customer's explicit confirmation.

AI Fan Support (WF06) agents are trained on Customer-provided brand materials. MEUS is not responsible for the content of fan interactions beyond the training data and system prompts provided.

3.5. SERVICE MODIFICATIONS

MEUS may modify, update, or discontinue features of the Services with 30 days' prior written notice. For material changes that reduce the scope of the Services under Customer's active Plan, Customer may terminate these Terms without penalty within 30 days of such notice.

4. Account and Access

4.1. REGISTRATION. Customer must create a MEUS Business Account. All registration information must be accurate and kept current. Customer is responsible for maintaining the confidentiality of its account credentials and for all activity under its Account.

4.2. DELEGATED USERS. Customer may authorize Users to access the Services under its Account. Customer is fully responsible for each User's compliance with these Terms and for all actions taken by Users.

4.3. SECURITY. Customer must promptly notify MEUS at [email protected] if it believes its Account has been compromised or is subject to unauthorized access.

5. Customer Content and Data Ownership

5.1. OWNERSHIP

As between the parties and to the extent permitted by applicable law:

Customer retains all rights to its Inputs, including the Customer Database.

Customer owns its Outputs, subject to any third-party rights in underlying data.

MEUS disclaims any ownership rights it may receive to Customer Content under these Terms. Subject to Customer's compliance with these Terms, MEUS hereby assigns to Customer its right, title, and interest (if any) in and to Outputs.

The MEUS Database is and remains the exclusive property of MEUS. Customer's use of Fan Matching results and Target Expansion profiles is subject to these Terms and the DPA. Customer may not extract, copy, or redistribute MEUS Database contents outside of the Services.

5.2. LICENSE TO MEUS

Customer grants MEUS a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Content solely to the extent necessary to provide the Services. This license terminates upon termination of these Terms, subject to reasonable wind-down periods for data deletion.

5.3. AI MODEL TRAINING — AGGREGATED DATA POLICY

Customer-Level Protection. MEUS does not train its AI models on identifiable Customer Content. MEUS will never use data attributable to a specific Customer — including Fan Data, campaign data, Inputs, and Outputs — to train, fine-tune, or improve models that serve other Customers.


Aggregated & Anonymized Data. MEUS may use aggregated, anonymized, and de-identified data derived from the Services — data that cannot reasonably be attributed to any individual Customer or individual fan — to improve the MEUS Platform, develop new features, and enhance the performance of its AI systems. Examples include: aggregated behavioral patterns (e.g., "fans who purchase merch above €50 are 3× more likely to buy tickets"), statistical benchmarks, and system performance metrics.


Enterprise Fine-Tuning. Any Customer-specific model fine-tuning (available under Enterprise Custom Plans) operates on isolated, Customer-specific model instances. Such fine-tuning is governed by the applicable Supplemental Terms and the resulting model instance is not shared with any other Customer.

6. Data Isolation and Anti-Competitor Protections

Core Commitment. MEUS operates a strict multi-tenant architecture with logical data isolation. Each Customer's data is stored and processed in a separate namespace. No Customer can access, view, query, or derive insights from another Customer's data.

6.1. TENANT ISOLATION. Customer's Fan Data, campaign data, analytics, Fan Matching reports, and all other Customer Content are stored in a logically isolated namespace ("Tenant"). Cross-Tenant access is impossible by architectural design. MEUS shall not aggregate, combine, or co-mingle Customer Content with that of any other Customer.

6.2. COMPETITOR DATA PROTECTION. MEUS shall not:

Share, disclose, or make accessible — directly or indirectly — any Customer Content, Fan Data, Fan Matching results, campaign parameters, or Outputs to any competitor of Customer or any other third party, except as strictly required to provide the Services (e.g., transmitting hashed audience data to advertising platforms);

Use identifiable Customer Content to benefit, inform, or enrich the Services provided to any other Customer;

Cross-reference Customer's database with that of another Customer to identify shared contacts, overlapping audiences, or competitive intelligence, unless explicitly authorized by both Customers in writing.

6.3. TARGET EXPANSION CLARIFICATION. Target Expansion (Section 3.3) does not constitute a breach of Data Isolation. Target Expansion profiles are drawn from the MEUS Database (where MEUS is the independent Controller), not from any other Customer's Tenant. MEUS never discloses the origin, referral source, or Customer association of any fan profile in the MEUS Database.

6.4. HASHED DATA TRANSMISSION. When transmitting audience data to third-party advertising platforms (Meta, TikTok, Google, Spotify), MEUS exclusively uses SHA-256 hashed email addresses. No Fan Data is transmitted in cleartext to any third party.

6.5. NDA ON FAN MATCHING REPORTS. MEUS shall keep all Fan Matching overlap data strictly confidential. MEUS will not disclose, reference, or use any Fan Matching results of Customer in communications with, or in the provision of Services to, any other Customer or third party.

6.6. AUDIT RIGHT. Upon reasonable written request (no more than once per calendar year), Customer may request that MEUS provide written certification of compliance with the Data Isolation and anti-competitor provisions of this Section 6. For Enterprise Custom Customers, this right extends to on-site or remote audits conducted by Customer's authorized auditor, subject to reasonable scheduling and confidentiality obligations.

7. Token Economy and Fees

7.1. TOKEN SYSTEM

The Services operate on a Token-based consumption model. The current exchange rate is 100 Tokens = €1. Token consumption rates for each Agentic Workflow are published in the Commercial Proposal and the Token Economy table. MEUS reserves the right to modify the Token exchange rate and per-task consumption rates at any time by providing Customer with at least 30 days' prior written notice. Token rates in effect at the time a specific campaign or task is activated shall apply for the duration of that campaign or task.

7.2. PLAN FEES

Customer shall pay the subscription fees corresponding to its selected Plan as set forth in the applicable Order Form. Fees are invoiced monthly in advance unless otherwise agreed. Enterprise Custom pricing is negotiated individually.

7.3. ADVERTISING FEES

In addition to Plan fees, the following apply to WF05 (Advertising):

Management Fee: 4% of the advertising budget managed through the Services;

CPC (non-MEUS fans): Token-based cost per click, tiered by product price (product <€20: 60 Tokens/click; €20–50: 100 Tokens/click; >€50: 150 Tokens/click). Applicable to merch, tickets, and products only — not applicable to streaming campaigns;

CPS (MEUS-registered fans): 6% of tracked sales value, payable in Tokens;

MEUS provides a pre-campaign estimate of the Token consumption range before any campaign activation. Customer must approve the estimate before the campaign is launched.

7.4. TOKEN TOP-UP

If Customer exhausts the Tokens included in its Plan, additional Tokens may be purchased at any time at the then-current Token rate.

7.5. TOKEN EXPIRY AND NON-REFUNDABILITY

Unused Tokens included in a monthly Plan allocation expire at the end of each billing cycle and do not roll over, unless otherwise specified in the applicable Order Form. Purchased top-up Tokens do not expire during the Term.

Non-Refundable. Upon termination of these Terms — whether by Customer, by MEUS, or by operation of law, and regardless of the reason for termination — all unused Tokens (both Plan-included and purchased) are forfeited and no monetary refund shall be due. This applies equally to termination for convenience, termination for cause, and termination due to discontinuation of the Services. Customer acknowledges this risk and is encouraged to manage Token balances accordingly.

7.6. TAXES

All fees are exclusive of applicable taxes (VAT, sales tax, withholding tax). Customer is responsible for all taxes arising from its use of the Services. MEUS will issue invoices compliant with Italian and EU invoicing regulations.

7.7. LATE PAYMENT

Failure to pay amounts due within 30 days of invoice date may result in suspension of access to the Services and accrual of interest at the rate provided by Italian Legislative Decree 231/2002 (late payment in commercial transactions).

8. Customer Obligations

8.1. LAWFUL USE. Customer shall use the Services in compliance with all applicable laws, including but not limited to data protection laws (GDPR, CCPA/CPRA, LGPD, PIPEDA, APPI, PIPA, Privacy Act 1988 (Australia), Ley 25.326 (Argentina)), consumer protection laws, advertising regulations, and intellectual property laws.

8.2. DATABASE QUALITY. Customer represents and warrants that:

All data uploaded to the Services has been lawfully collected and that Customer has a valid legal basis (consent, legitimate interest, or other) for its processing;

The Customer Database does not contain data obtained through unauthorized scraping, purchased bot lists, or fraudulently acquired contacts;

Customer will cooperate with MEUS's Database Quality Score (DQS) assessment and will not activate advertising campaigns (WF05) on databases falling below the minimum quality threshold established by MEUS.

8.3. ADVERTISING COMPLIANCE. Customer is solely responsible for ensuring that all creative assets (images, videos, copy) submitted for use in advertising campaigns comply with applicable advertising standards, platform policies (Meta, TikTok, Google, Spotify, YouTube), and do not infringe any third-party intellectual property rights.

8.4. REVIEW OF AI-GENERATED CONTENT. Customer shall review all AI-generated legal documents (WF04) and AI-generated campaign materials before publication or distribution. MEUS is not liable for any consequences arising from Customer's failure to review AI-generated content.

8.5. PROHIBITED CONDUCT. Customer shall not:

Use the Services to build a competing product or service, or to train competing AI models;

Reverse engineer, decompile, or attempt to extract the source code or algorithms of the Services;

Resell, sublicense, or make the Services available to third parties, except to authorized Users;

Attempt to access another Customer's Tenant or data;

Use the Services in a manner that violates the rights of fans, including sending unsolicited communications without a valid legal basis;

Manipulate Token consumption, exploit system vulnerabilities, or engage in fraudulent activity.

9. Data Protection

9.1. ROLES

The data protection roles under these Terms are not static but depend on the origin and nature of the data:

Customer is the Data Controller for Fan Data contained in the Customer Database that Customer has independently collected and imported into the Services;

MEUS is the Data Processor when processing Fan Data imported by Customer, in accordance with Customer's documented instructions through the Services;

MEUS is an independent Data Controller for: (i) data collected directly from fans through the MEUS consumer application (including purchase history, streaming data, travel data, and behavioral data collected via the app); (ii) Account-level data of Customer's Users; (iii) usage analytics and billing data; (iv) the MEUS Database in its entirety;

Joint Controller scenarios arise when: (i) a fan is both registered on MEUS (MEUS-collected data) and present in Customer's imported database — in which case each party is Controller for the data it independently collected, and joint processing occurs during Fan Matching (WF02); (ii) Customer activates loyalty programs (WF04) that operate within the MEUS consumer application and directly interact with fans. Joint Controller Arrangements are governed by the applicable Supplemental Terms.

9.2. DATA PROCESSING ADDENDUM

The processing of personal data under these Terms is governed by the MEUS Data Processing Addendum ("DPA"), which is incorporated by reference and available at [meusfan.com/legal/dpa]. The DPA is a legally required agreement under GDPR Art. 28 that defines: what MEUS may do with Fan Data (only what Customer instructs), security measures, sub-processor management, breach notification, and data return/deletion. The DPA includes the Standard Contractual Clauses (SCCs) adopted by European Commission Implementing Decision (EU) 2021/914 for international data transfers.

9.3. SUB-PROCESSORS

MEUS maintains a list of authorized sub-processors at [meusfan.com/legal/subprocessors]. MEUS will provide Customer with at least 30 days' prior notice before engaging a new sub-processor. Customer may object to a new sub-processor by providing written notice within 15 days; if MEUS cannot reasonably accommodate the objection, Customer may terminate the affected Services without penalty.

9.4. DATA LOCALIZATION

Primary data storage is within the European Union (Germany). MEUS does not transfer Fan Data outside the EEA except (a) as required to deliver the Services (e.g., transmitting hashed data to advertising platforms), and (b) subject to appropriate safeguards under GDPR Chapter V (SCCs, adequacy decisions, EU-U.S. Data Privacy Framework, or binding corporate rules).

9.5. RETENTION AND DELETION

Upon termination of these Terms, MEUS will delete or return all Customer Content (including Fan Data processed as Processor) within 30 days, unless retention is required by applicable law. Customer may request data export in structured, machine-readable format (JSON/CSV) at any time during the Term. For clarity: data that MEUS holds as independent Controller (MEUS Database entries, aggregated/anonymized data) is not subject to this deletion obligation, as it is not Customer Content.

10. Confidentiality

10.1. Each party shall protect the other party's Confidential Information with at least the same degree of care it uses to protect its own confidential information, and in no event less than reasonable care.

10.2. The receiving party may use Confidential Information only to exercise its rights and perform its obligations under these Terms, and may disclose it only to its employees, agents, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in these Terms.

10.3. Confidential Information excludes information that: (a) becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is received from a third party without breach of confidentiality obligations; or (d) is independently developed without use of the Confidential Information.

10.4. A party may disclose Confidential Information to the extent required by law, court order, or regulatory authority, provided it gives the other party prompt notice (to the extent permitted by law) and cooperates with efforts to limit the scope of disclosure.

11. Intellectual Property

11.1. MEUS IP. The Services, including the MEUS Platform, AI models, algorithms, software, APIs, documentation, trademarks, and all related intellectual property, are and remain the exclusive property of MEUS. These Terms do not grant Customer any rights to MEUS's intellectual property except the limited right of use expressly provided herein.

11.2. CUSTOMER IP. Customer retains all intellectual property rights in its Inputs, Customer Database, creative assets, and brand materials. MEUS does not acquire any rights in Customer's intellectual property except the limited processing license in Section 5.2.

11.3. FEEDBACK. If Customer voluntarily provides feedback, suggestions, or ideas regarding the Services, MEUS may use such feedback without restriction or obligation to Customer.

12. Warranties and Disclaimers

12.1. MUTUAL WARRANTIES. Each party represents and warrants that: (a) it has the legal authority to enter into these Terms; (b) entering into and performing these Terms does not violate its organizational documents or any applicable law.

12.2. CUSTOMER WARRANTIES. Customer further represents and warrants that it has all rights, consents, and legal bases required to submit Inputs (including Fan Data) to the Services and to authorize MEUS to process such data as contemplated under these Terms.

12.3. MEUS WARRANTY. MEUS warrants that it will provide the Services with reasonable skill and care, in accordance with generally accepted industry standards.

12.4. DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." MEUS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. MEUS DOES NOT WARRANT THAT OUTPUTS ARE ACCURATE, COMPLETE, ERROR-FREE, OR SUITABLE FOR ANY PARTICULAR USE. AI-GENERATED LEGAL DOCUMENTS ARE NOT A SUBSTITUTE FOR PROFESSIONAL LEGAL ADVICE. AI-GENERATED CAMPAIGN TARGETS AND PREDICTIONS ARE PROBABILISTIC AND MAY NOT REFLECT ACTUAL OUTCOMES.

13. Limitation of Liability

13.1. EXCLUSION OF INDIRECT DAMAGES. To the maximum extent permitted by applicable law, neither party shall be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of profits, revenue, goodwill, data, or anticipated savings, arising out of or related to these Terms, regardless of the legal theory and even if advised of the possibility of such damages.

13.2. CAP ON LIABILITY. Each party's total aggregate liability arising out of or related to these Terms shall not exceed the total fees paid or payable by Customer to MEUS in the twelve (12) months preceding the event giving rise to the claim.

13.3. EXCEPTIONS. The limitations in Sections 13.1 and 13.2 do not apply to: (a) either party's indemnification obligations under Section 14; (b) Customer's obligation to pay fees; (c) either party's willful misconduct or gross negligence; (d) MEUS's breach of the Data Isolation obligations in Section 6; (e) liability that cannot be excluded or limited under applicable law (including under Italian Civil Code articles 1229 and 2043).

13.4. TOKEN REFUND POLICY. In the event of a documented AI Agent error (e.g., campaign launched with incorrect targeting, unauthorized budget spend), MEUS will refund the Tokens consumed by the erroneous action. Refund requests must be submitted within 7 days of the incident.

14. Indemnification

14.1. MEUS INDEMNIFICATION. MEUS will defend Customer from and against any third-party claim alleging that Customer's authorized use of the Services infringes any third-party intellectual property right, and will indemnify Customer for any damages awarded or settlements approved by MEUS.

14.2. CUSTOMER INDEMNIFICATION. Customer will defend MEUS from and against any third-party claim arising from: (a) Customer's or its Users' Inputs or data; (b) Customer's use of the Services in violation of these Terms or applicable law; (c) Customer's creative assets used in advertising campaigns; (d) Customer's publication of AI-generated legal documents without adequate review.

14.3. PROCESS. The indemnified party must promptly notify the indemnifying party, cooperate in the defense, and allow the indemnifying party to control the defense and any settlement (provided that no settlement may require the indemnified party to admit liability without its consent).

15. Term, Suspension, and Termination

15.1. TERM. These Terms commence on the Effective Date and continue until terminated.

15.2. TERMINATION FOR CONVENIENCE. Either party may terminate these Terms at any time with 30 days' prior written notice.

15.3. TERMINATION FOR CAUSE. Either party may terminate these Terms immediately upon written notice if the other party: (a) commits a material breach that is not cured within 30 days of notice; or (b) becomes insolvent, enters liquidation, or ceases to carry on business.

15.4. SUSPENSION. MEUS may suspend Customer's access to the Services, in whole or in part, if:

Customer is in material breach of these Terms, including non-payment;

MEUS reasonably believes Customer's use poses a security risk to the Services or other Customers;

Suspension is required by applicable law or regulatory order;

A third-party vendor suspends services required to deliver the Services to Customer.

MEUS will provide reasonable prior notice of any suspension and will restore access as soon as the event giving rise to the suspension is resolved.

15.5. EFFECT OF TERMINATION. Upon termination:

Customer's access to the Services ceases immediately;

MEUS will delete or return Customer Content within 30 days (per Section 9.5);

All outstanding fees become immediately due and payable;

All unused Tokens are forfeited and no monetary refund is due (per Section 7.5);

Sections 5 (ownership), 6 (data isolation), 7.5 (non-refundability), 10 (confidentiality), 12.4 (disclaimer), 13 (liability), 14 (indemnification), 16 (governing law), and 17 (miscellaneous) survive termination.

16. Governing Law and Jurisdiction

16.1. GOVERNING LAW. These Terms are governed by and construed in accordance with the laws of the Republic of Italy, without regard to its conflict of laws provisions.

16.2. EXCLUSIVE JURISDICTION. Any dispute arising out of or in connection with these Terms, including any question regarding their existence, validity, or termination, shall be submitted to the exclusive jurisdiction of the Tribunale di Perugia, Italy.

16.3. LANGUAGE. These Terms are drafted in English and Italian. In the event of any discrepancy between the English and Italian versions, the English version shall prevail.

17. Miscellaneous

17.1. ENTIRE AGREEMENT. These Terms, together with all Supplemental Terms, the DPA, the Commercial Proposal, and any Order Forms, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings.

17.2. AMENDMENT. MEUS may update these Terms by providing Customer with at least 30 days' prior written notice. Continued use of the Services after the effective date of any amendment constitutes acceptance. Material changes that adversely affect Customer's rights entitle Customer to terminate without penalty within 30 days of notice.

17.3. ASSIGNMENT. Neither party may assign these Terms without the other party's prior written consent, except that MEUS may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

17.4. SEVERABILITY. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties shall negotiate in good faith to replace the invalid provision with one that most closely reflects the original intent.

17.5. FORCE MAJEURE. Neither party shall be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, government actions, or failure of third-party infrastructure.

17.6. NO WAIVER. Failure by either party to enforce any right under these Terms shall not constitute a waiver of that right.

17.7. NOTICES. All notices must be in writing and delivered to: (a) for MEUS: Via Alberto Plini 2, Bastia Umbra (PG), Italy, or [email protected]; (b) for Customer: the address or email associated with Customer's Account. Notices are effective upon receipt.

17.8. PUBLICITY. MEUS may identify Customer as a customer of the Services in marketing materials and on its website, using Customer's name and logo. Customer may opt out by providing written notice to [email protected].

17.9. EXPORT COMPLIANCE. Customer shall comply with all applicable export control and sanctions laws, including EU Regulation 2021/821 and U.S. Export Administration Regulations. Customer shall not use the Services in, or export data to, any country subject to comprehensive sanctions.

17.10. INDEPENDENT CONTRACTORS. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

Acceptance. By clicking "I Accept", creating an Account, or otherwise access.