Service Agreement

Recitals

Recitals

A. FitServer operates exclusively as a software house and provider of technological solutions, including Virtual Private Servers (VPS) and software to support trading activities. The Provider does not, under any circumstances or assumption, carry out financial advisory, portfolio management, financial intermediation, or investment services or activities within the meaning of Legislative Decree 58/1998 (TUF) or any equivalent applicable regulation.

B. This Agreement governs, in a unified manner, the provision of: (i) Virtual Private Server (VPS) services; (ii) software dedicated to supporting automated trading activities (including, without limitation, Expert Advisors for MetaTrader platforms); (iii) any further technological solutions identified in the purchase Order from time to time.

C. The Customer declares to have fully read, understood and accepted this Agreement and the Privacy Policy available at www.fitserver.it, which form an integral part hereof.

D. This document is drafted in Italian. Any translation into other languages is provided for informational purposes only; in the event of any discrepancy, the Italian text shall prevail.

Article 1

Definitions

For the purposes of this Agreement, the following terms shall have the meanings set out below:

"Agreement"

this document, together with the Privacy Policy and any accepted sales Order.

"Services"

the set of services provided by the Provider, comprising VPS and/or Software, as specified in the Order.

"VPS" (Virtual Private Server)

the virtual private server service, delivered via cloud infrastructure, described in Art. 3.

"Software"

any application, Expert Advisor (EA), script or technological tool for trading support, described in Art. 4.

"Order"

the purchase request completed by the Customer through the platform, specifying the chosen Services, duration and fee.

"Account"

the access credentials created by the Customer to use the platform and the Services.

"Activation Date"

the date on which the Provider makes the Service available following receipt of payment.

"Downtime"

an interruption of the VPS Service not attributable to the Customer.

"Force Majeure"

an unforeseeable event beyond the reasonable control of the Parties, including by way of example: wars, natural disasters, epidemics, third-party infrastructure blackouts, acts of governmental authorities.

Article 2

Subject Matter

2.1 By accepting this Agreement, the Customer purchases from the Provider the Services specified in the Order, which may include, also jointly:

• Virtual Private Server (VPS) services;
• licences to use software for automated trading support;
• other technological services identified from time to time.

2.3 The Customer remains at all times the sole and exclusive party responsible for its own investment and trading decisions, including choices relating to: the underlying asset to invest in, the trading strategy adopted, entry and exit methods, risk management and money management.

2.4 The following are expressly excluded from the subject matter of this Agreement:

• any form of investment advice, including personalised advice;
• auto-trading or mirror-trading services with automatic execution unsupervised by the Customer;
• portfolio management on behalf of third parties;
• financial intermediation in any form;
• recommendations on specific financial instruments.

2.5 Any market analyses, educational materials, webinars, videos or other content made available by the Provider have an exclusively educational and general informational purpose. They do not in any way constitute a solicitation of savings, an investment recommendation or the promotion of specific financial instruments.

Article 3

VPS Service (Virtual Private Server)

3.1 Service Description

The Provider makes available to the Customer a Virtual Private Server (VPS) with the technical specifications indicated on the product page at the time of the Order (RAM, CPU, disk space, operating system, geographic location of the datacenter). Technical specifications are subject to change, with reasonable advance notice to the Customer, except in cases of urgent security or infrastructure measures.

3.2 Activation

The VPS Service is activated within the timeframes indicated on the website following receipt and confirmation of payment by the Provider. The Provider does not guarantee specific activation times in cases where anti-fraud verification or third-party technical issues are required.

3.3 Service Availability and Best Effort

The Provider undertakes to ensure the availability of the VPS Service with maximum reasonable effort (best effort). No minimum uptime level is guaranteed. Service interruptions may result from:

• routine and extraordinary maintenance operations, including operating system updates, security updates and core application updates;
• failures or malfunctions in third-party infrastructure (datacenters, connectivity providers);
• Force Majeure events;
• cyber-attacks (DDoS and similar) directed at the Provider's or third-party infrastructure.

The Provider reserves the right to restart virtual servers, even without notice, in order to ensure the security, stability and efficiency of the service. The Customer is therefore required to configure its applications (including MetaTrader and any EA) so that they automatically resume operations following a restart.

3.4 Customer Obligations for the VPS Service

The Customer undertakes to:

• not use the VPS for illegal, fraudulent, abusive activities or in violation of any applicable regulations;
• not cause damage to the network, the Provider's infrastructure or other users;
• protect its own access credentials and keep them confidential;
• not install software that may compromise the security or performance of the infrastructure;
• regularly back up its own data, configurations (including MetaTrader and EA), and any other installed software. The Provider does not guarantee retention of User data;
• comply with the resource usage limits (CPU, RAM, bandwidth) indicated in the Order, refraining from excessive use that may compromise the performance of other users.

3.5 Administrative Access

Root or administrative access may not be granted for all types of VPS, at the Provider's discretion, for security reasons or to prevent alteration of critical configurations. The level of access granted is that specified in the product description at the time of the Order.

3.6 VPS Service Upgrade

The Customer may request an upgrade to a higher VPS tier. The upgrade is carried out by activating a new subscription, which replaces the previous one, upon payment of the fee difference as calculated by the Provider. Depending on the technical characteristics of the servers involved, the upgrade may entail, at the Provider's sole discretion, a change of access credentials and the need to reconfigure the User's applications on the new server. The Provider will supply the Customer with adequate support in this process, within the limits described in the technical assistance section.

Article 4

Automated Trading Software

4.1 Nature of the Licence

In consideration of the payment of the applicable fee and subject to continued compliance with the terms of this Agreement, the Provider grants the Customer a limited, revocable, non-exclusive and non-transferable licence to use the purchased Software. The Software is not transferred to the Customer as property.

4.2 Nature of the Software — Total Exclusion of Financial Advisory

The Software is exclusively a technological tool that, through certain algorithms configured by the Customer, supports the User in developing and executing trading strategies freely chosen by the User. In particular:

• the Software is NOT, and must not under any circumstances be construed as, an automatic portfolio manager;
• the Software does NOT generate personalised investment recommendations;
• the Software does NOT act autonomously without the direct supervision and responsibility of the Customer;
• any transaction executed through the Software is directly attributable to the free and autonomous choice of the Customer, who bears full responsibility therefor.

4.3 Customer Obligations for the Software

The Customer undertakes to:

• use the Software exclusively for the lawful purposes set out in this Agreement;
• not share, distribute, resell or sublicense the Software to third parties;
• not reverse engineer, decompile, disassemble or otherwise attempt to derive the source code of the Software;
• not modify, translate or create derivative works of the Software without the Provider's prior written consent;
• not remove intellectual property notices present in the Software;
• use a stable Internet connection and power supply, and ensure the Software is installed on a supported and compatible platform.

4.4 Trial Services (Demo / Trial)

Where the Software is provided for demonstration or trial purposes, the Provider grants a limited, revocable, non-exclusive and non-transferable demonstration licence. The demonstration licence: (i) is not for commercial or productive use; (ii) must not operate on live accounts; (iii) terminates automatically at the end of the trial period or upon the Provider's notification. Demonstration services are provided 'as is', without warranties of any kind.

Article 5

Customer Obligations and Representations

5.1 The Customer represents and warrants that:

• the data provided at the time of registration and Order is true, accurate and up to date;
• it is of legal age and has full legal capacity to enter into this Agreement;
• the use of the Services is permitted by the laws in force in the Customer's country of residence;
• it does not reside in a territory where the use of the Services is prohibited or subject to restrictions it cannot comply with.

5.2 The Customer is exclusively responsible for:

• all of its financial and trading activities;
• the compliance of its use of the Services with the laws and regulations applicable in its country;
• the security of its own Account and VPS access credentials;
• any use of the Services by third parties it has authorised, including any unauthorised use for which it is responsible.

5.3 The Customer undertakes not to use the Services for:

• illegal, fraudulent activities or activities in violation of third-party rights;
• distributing unlawful, defamatory or otherwise legally prohibited material;
• installing or transmitting viruses, malware or malicious code;
• compromising the security, integrity or performance of the Provider's or third-party infrastructure;
• any use that results in excessive and disproportionate consumption of shared resources.

5.4 The Customer acknowledges that the Provider may monitor the use of the Services to verify compliance with the contractual terms.

Article 6

Fees and Payment Terms

6.1 The fee for the Services is that indicated on www.fitserver.it at the time of the Order. Prices are inclusive of VAT unless expressly stated otherwise. The Provider reserves the right to modify prices for future renewals, with notice to the Customer at least thirty (30) days before the expiry of the current period.

6.2 Payments must be made in advance of the service period, via the methods available on the platform at the time of the Order. For certain payment methods, transaction costs may be charged to the Customer as indicated at the time of payment.

6.3 Where the subscription involves automatic recurring charges, the Customer authorises the Provider to automatically charge the fee for the renewal period to the registered payment method. The Customer is responsible for keeping its payment details up to date.

6.4 In the event of non-payment by the due dates, the Provider reserves the right to suspend the Service. The Provider will send the Customer a payment reminder to the registered email address. If payment is not received within the deadline stated in the reminder, the Provider may suspend the Service.

6.5 No refunds are provided for partial use of the Services, except as required by applicable consumer withdrawal regulations. Even if the Account remains inactive, fees remain due until the formal cancellation date of the Service.

6.6 The conditions, procedures and timeframes for refund requests are governed by the Refund Policy of FitServer ShPK, available at www.fitserver.it and forming an integral part of this Agreement. In the event of any conflict between the provisions of this article and the Refund Policy, the Refund Policy shall prevail to the extent that it affords greater protection to the consumer under applicable law.

6.7 The Provider reserves the right to cancel any transaction deemed irregular or contrary to the interests of the Parties, informing the Customer accordingly.

Article 7

Contract Structure, Renewal, Termination and Withdrawal

7.1 Contract Structure by Service Type

The Agreement is of indefinite duration and runs from the Service Activation Date. The payment frequency (monthly or annual) does not coincide with the duration of the Agreement, but indicates solely the periodicity with which the fee is charged. The Agreement remains in force until cancelled in accordance with the terms below.

(a) VPS Service: the fee is due in advance for each billing period (monthly or annual) indicated in the Order. The Agreement renews automatically at the end of each period, unless cancelled in accordance with art. 7.2.

(b) Automated Trading Software: the contract structure provides for: (i) a one-time activation fee, due at the time of purchase, non-refundable under any circumstances, which covers the grant of the usage licence; and (ii) a periodic fee (monthly or annual, as indicated in the Order) due in advance for each billing period, covering continued access to the Software, updates and technical support. The periodic fee renews automatically at the end of each period, unless cancelled in accordance with art. 7.2. Cancellation of the periodic fee does not entitle the Customer to a refund of the one-time activation fee already paid.

7.2 Cancellation by the Customer

(a) Monthly fee (VPS or Software): the Customer may cancel at any time through the platform, with a minimum notice of five (5) days before the expiry date of the current billing period. Cancellation will take effect from the end of the billing period in progress at the time of receipt of the notification. No refunds are provided for the unused portion of the period.

(b) Annual fee (VPS or Software): the Customer may cancel by submitting a request through the platform with a minimum notice of thirty (30) days before the expiry date of the current annual period. In the absence of cancellation within the stated period, the fee renews for a further year at the price as may be updated. No refunds are provided for the unused portion of the year.

(c) In the event of a conflict between this section and the sales Order, the sales Order shall prevail.

7.3 Termination by the Provider

The Provider has the right to terminate the Agreement, with immediate effect and without any obligation to give notice, in the following cases:

• breach by the Customer of any provision of arts. 3, 4, 5, 6, 9 of this Agreement;
• use of the Service for illegal purposes or purposes contrary to public order;
• non-payment of fees due, after the reminder period referred to in art. 6.4 has elapsed;
• provision of false or fraudulent data at the time of registration or at any subsequent time;
• the need to comply with regulatory provisions or orders of competent authorities.

Termination does not release the Customer from the obligation to pay fees accrued up to the date of termination. The Provider is not required to refund any amount paid in advance, except as otherwise provided by law.

7.4 Consumer Right of Withdrawal

In accordance with Legislative Decree 206/2005 (Consumer Code) and EU Directive 2011/83, a Customer who qualifies as a consumer has the right to withdraw from the Agreement within fourteen (14) days of the Service Activation Date (or the date of conclusion of the contract, if earlier), without the need to provide reasons.

Withdrawal must be communicated to the Provider by written notice sent to the email address indicated in art. 12 before the expiry of the fourteen-day period.

The right of withdrawal is, however, expressly excluded, pursuant to art. 59, paragraph 1, lett. a) and o) of Legislative Decree 206/2005, in the following cases:

• VPS Services: where the Service has already been activated and the Customer has expressly requested commencement of performance before the expiry of the withdrawal period, providing consent and declaring awareness of the loss of the right of withdrawal following full performance of the contract.
• Software Licences: where the supply concerns digital content not delivered on a tangible medium, the performance of which has already commenced with the Customer's express consent and express waiver of the right of withdrawal before the expiry of the period.

The Provider requests the Customer, at the time of purchase, to give express consent to immediate commencement of performance and expressly acknowledge the loss of the right of withdrawal, in accordance with applicable regulations.

7.5 Effects of Termination or Withdrawal

On the effective date of termination or withdrawal, the Customer must immediately:

• cease all use of the Services, the Software and FitServer trademarks;
• destroy all copies of the Software and documentation in its possession.

The Customer has the right to retrieve its data from the VPS Service within five (5) business days from the effective date of termination. After that period, the Provider has the right to permanently delete all the Customer's data.

Article 8

Suspension of Service

8.1 The Provider reserves the right to suspend the Services, with or without notice, in the following cases:

• breach by the Customer of any provision of this Agreement;
• use of the Service for illegal purposes or purposes potentially harmful to the Provider's or third-party infrastructure;
• non-payment of fees due;
• the need for routine or extraordinary infrastructure maintenance;
• Force Majeure events;
• compliance with regulatory provisions or orders of competent authorities.

8.2 Where technically possible and absent urgency, the Provider will endeavour to provide prior notice of a scheduled suspension to the Customer's email address. Suspension for maintenance does not entitle the Customer to any refund or reduction of the fee.

8.3 Suspension is not equivalent to termination of the Agreement. The Provider may reinstate the Service once the cause of suspension has ceased, at its sole discretion.

Article 9

Limitation of Liability

9.1 The Provider undertakes to make every reasonable effort to ensure the availability and functionality of the Services. To the maximum extent permitted by applicable law, the Provider shall not be liable for:

• direct, indirect, consequential, incidental or punitive damages arising from the use of or inability to use the Services;
• financial losses, loss of profit, loss of data or commercial damages arising from the use or non-use of the Services;
• trading results achieved or missed through the use of the Software, as the obligation is one of means and not of result;
• VPS Service interruptions resulting from Force Majeure events, failures of third-party infrastructure, cyber-attacks or maintenance operations;
• Software malfunctions arising from incompatibility with the Customer's hardware or software, incorrect configurations made by the Customer, or updates to third-party platforms (e.g. MetaTrader).

9.2 Without prejudice to the mandatory application of consumer protection rules under Legislative Decree 206/2005, in no event shall the Provider's total liability to the Customer exceed the amount of fees actually paid by the Customer in the three (3) months preceding the event giving rise to the liability.

9.3 The limitations of liability set out in this article do not apply in cases of wilful misconduct or gross negligence by the Provider, nor in cases where applicable law prohibits such limitations in consumer relationships.

Article 10

Intellectual Property and Confidentiality

10.1 The Customer does not acquire, by virtue of this Agreement, any intellectual property rights in the Services, Software, trademarks, documentation, content or any other material owned by the Provider. All rights, express or implied, present or future, are reserved to the Provider.

10.2 The Customer undertakes to keep strictly confidential all information relating to the Services, the Software and its technical configuration, refraining from disclosing it to third parties for any purpose, whether commercial or gratuitous.

10.3 The Customer may not, without the Provider's prior written consent: (i) reproduce, duplicate, publish, distribute or transmit the Software or documentation; (ii) assign, licence, rent or transfer rights in the Software to third parties; (iii) remove intellectual property notices present in the Software.

10.4 The confidentiality obligations set out in this article survive termination of the Agreement for any cause and shall cease to apply only when the confidential information enters the public domain through no fault of the Customer.

Article 11

Personal Data Processing

11.1 The Provider processes the Customer's personal data as Data Controller, in accordance with Regulation (EU) 2016/679 (GDPR) and applicable Italian law. Personal data is processed for the purposes necessary for the performance of the Agreement and, with consent, for marketing purposes.

11.2 The full privacy notice, including the legal bases for processing, data subject rights, retention periods and information on international data transfers, is available in the Privacy Policy published at www.fitserver.it.

11.3 The Customer has the right to access its data and request its rectification, erasure, restriction of processing, portability and to object to processing, by sending a request to the email address indicated in art. 12. The Customer also has the right to lodge a complaint with the Italian Data Protection Authority (www.garanteprivacy.it).

Article 12

Notices

12.1 All notices relating to this Agreement must be made in writing, via email, to the following addresses:

• Provider: to the email address indicated in the Contacts section of the website;
• Customer: to the email address provided at the time of Account registration.

12.2 Notices made through other channels (SMS, instant messaging, social media messages, etc.) are not considered valid, unless otherwise agreed in writing between the Parties.

12.3 Each Party is required to promptly notify the other of any change to its email address. The change shall take effect from the date of receipt of the notification. Notices sent to the previous address are deemed valid until that date.

12.4 The Provider is released from any liability where the Customer has not read notices or communications duly sent to the registered email address.

Article 13

General Provisions

13.1 Amendments. The Provider reserves the right to amend this Agreement at any time, giving the Customer at least thirty (30) days' notice via email or notice on the website. Continued use of the Services after that period constitutes acceptance of the amendments. A Customer who does not wish to accept the amendments has the right to withdraw from the Agreement without penalty within the said thirty-day period.

13.2 Force Majeure. Neither Party shall be liable for delays or failures caused by Force Majeure events. The Party affected by a Force Majeure event shall promptly notify the other and shall endeavour to restore normal performance of its obligations as soon as reasonably possible.

13.3 Partial invalidity. The invalidity or ineffectiveness of individual clauses of this Agreement does not affect the validity or effectiveness of the Agreement as a whole. Invalid clauses shall be replaced by valid provisions that reflect as closely as possible the original intention of the Parties.

13.4 Waiver. A Party's tolerance of the other Party's non-performance does not constitute a waiver of its rights nor tolerance of future non-performance.

13.5 Assignment. The Provider may assign this Agreement, or individual rights and obligations arising therefrom, to subsidiaries, parent companies or third-party purchasers of the business unit, with notice to the Customer. The Customer may not assign the Agreement or the rights arising therefrom without the Provider's prior written consent.

13.6 Entire Agreement. This Agreement, together with the Privacy Policy and accepted Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof, superseding any prior agreement, understanding or communication.

13.7 No agency. Neither Party has the power to represent the other Party or to assume obligations on its behalf.

Article 14

Governing Law and Jurisdiction

14.1 This Agreement is governed by Italian law.

14.2 Any dispute relating to the interpretation, validity, effectiveness, performance or termination of this Agreement shall be subject to the exclusive jurisdiction of the Court of Monza (MB).

14.3 Consumer jurisdiction. Where the Customer qualifies as a consumer under Legislative Decree 206/2005 and is resident in Italy, the court of the consumer's place of residence or domicile shall have jurisdiction, in derogation of the exclusive jurisdiction referred to in paragraph 14.2 above. The consumer also has the right to avail itself of alternative dispute resolution procedures (ADR/ODR) available under European regulations, including the ODR platform of the European Commission accessible at https://ec.europa.eu/consumers/odr.

14.4 The choice of Italian law does not prejudice the application of mandatory consumer protection provisions of the law of the Customer's country of residence, where applicable.