Futtura.ai — Enterprise Subscription Agreement

General T&Cs and Limited Responsibilities

Version 1.0 · 22-10-2026

By subscribing to this Futtura.AI Enterprise services agreement (the “Services”) provided by Futtura SAS and its affiliates (collectively, “Futtura”) in relation with their products and services; Futtura agent AI, Futtura Services AI and/or any of their different SW version (the “Software”), hosted on any Cloud provider (the “Cloud Platform”) or on-premises (“Self-Platform”), you (the “Customer”) are agreeing to be bound by the following terms and conditions (the “Agreement”).

1. Definitions

End Customer or User; Any enterprise, corporation of physical person who use/is active in the Software acquired via a direct or indirect acquisition through a Partner. Deactivated user accounts and accounts used by external people (or systems) who only have limited access to the Software through the portal facilities (known as “portal Users”) are not counted as Users.

Partner; Any Futtura Partner is a third-party company or individual acting by their own, enrolled in Futtura’s Partnership Agreement with the objective of localizing and providing any Futtura Software or Services in a determine region/territory. The Customer can decide at any time to work with a different Partner, or to work with Futtura SAS directly (subject to prior notice and confirmation from Futtura).

End Customer Data; Any information or data loaded or generated using the Software/Service by or for an End Customer.

End Customer Portal; a web service portal available from Futtura to allow Partners or Customer to validate their Software activation, invoice and/or order status as some other commercial variables to provide an automated vehicle to Partners and Customer to manage their contracts with Futtura.

App; An “App” is a specialized group of features available for installation in the Software.

Agent or AI Agent; Any individual instance of an AI-powered conversational agent (voice and/or via chat) configured within the Software to serve an End Customer.

Agent Free; Any Agent with no cost to the customer and/or Partner defined on clause #3.

Avatar; Any Software module serving as a dynamic conversational interaction module that operates on a publicly available language model (“Public LLM”), in accordance with clause #4.

Self-Platform; Any infrastructure arrangement separate from the standard multi-tenant cloud environment, with greater operational isolation, in accordance with clause #4.

Public LLM or Third-Party LLM; a large language model operated by a third party and generally available to the public or for commercial use, which is neither dedicated to the End Customer nor deployed on premises.

Test Period; the period of fifteen (15) consecutive calendar days of free use applicable to each new Agent from the second one onwards, in accordance with clause #3.

Bug Is considered a Bug any failure of the Software that results in a complete stop, error traceback or security breach, and is not directly caused by a defective installation or configuration. Non-compliance with specifications or requirements will be considered as Bugs at the discretion of Futtura (typically, when the Software does not produce the results or performance it was designed to produce, or when a country-specific feature does not meet legal accounting requirements anymore).

Covered Versions The 3 most recently released major versions of the Software. A new major version could be released once per year.

Subscription Plan A Subscription Plan defines a set of Apps, features and hosting solutions covered by this Agreement, and is defined in writing at the conclusion of this Agreement.

2. Term of the Agreement

The duration of this Agreement (the “Term”) shall be specified in writing on conclusion of this Agreement, beginning on the date of conclusion. It is automatically renewed for an equal Term, unless either party provides a written notice of termination minimum 30 days before the end of the Term to the other party.

3. Access to the Software

The Customer can use the Software hosted on the Cloud Platform or choose the Self-Hosting option. The Cloud Platform could be hosted by Futtura on one of their Cloud Service Providers, in this case that will be under control of Futtura, or any other provider defined by the Customer, and accessed remotely by the Customer, not under control of Futtura. With the Self-Hosting option, the Customer instead hosts the Software on computer systems of their choice, that are not under the control of Futtura.

For the duration of this Agreement, Futtura gives the Customer a non-exclusive, non-transferable license to use (execute, connect and train) the Software, under the terms set forth the Software and any App or module involved.

The Customer agrees to take all necessary measures to guarantee the unmodified execution of the part of the Software that verifies the validity of the Futtura Software and/or App involved usage and collects statistics for that purpose, including but not limited to the running of an instance, the number of Users, Partners and the installed Apps.

Futtura commits not to disclose individual or named figures to third parties without the consent of the Customer, and to deal with all collected data in compliance with its official Privacy Policy, published.

Upon expiration or termination of this Agreement, this license is revoked immediately, and the Customer agrees to stop using the Futtura Software, any App and/or the Cloud Platform in case apply.

Should the Customer breach the terms of this section, the Customer agrees to pay Futtura an extra fee equal to 200% of the applicable list price for the actual number of Users/agents or charge applied to the original Software.

Futtura will activate a Portal to the End Customer with the objective could manage the activation of their Agents, App or related future same than manage their bills and orders. The objective of this Portal is providing the User with an interface that could manage all their Agent infrastructure.

In some specific cases and with the objective to test and prove the Agentic environment, Futtura could provide to the User or Partner an Agent Free for a closed period to simulate End Customer needs and could test the new environment for future acquisition. This test will be available for a period defined a Test Period that is predefined but could be redefined with Futtura in case of need one time the project is assessed. Futtura may deny, limit, or reverse additional Trial Periods when it detects practices intended to circumvent billing (for example, the repeated deletion and recreation of Agents, or the creation of Agents without an End Customer data or an identifiable business purpose).

4. Services

4.1 Bug Fixing Service

For the duration of this Agreement, Futtura commits to making all reasonable efforts to remedy any Bug of the Software and Covered App submitted by the Customer through the appropriate channel (typically, the web form, Partner Portal or by direct contact with Futtura by Phone or mail), or when working with an Futtura Partner, and to start handling such Customer submissions within 2 business days.

As soon as the Bug is fixed an appropriate remedy will be communicated to the End Customer. If the User is not using a Covered Version, they might be asked to upgrade to a more recent Covered Version of the Software as a remedy to a Bug.

When a Bug is fixed in any Covered Version, Futtura commits to fixing the Bug in all more recent Covered Versions of the Software.

Both parties acknowledge that as specified in the license of the Software and in the 7.3 Limitation of Liability section of this Agreement, Futtura cannot be held liable for Bugs in the Software or additional App.

4.2 Security Updates Service

Self-Hosting

For the duration of this Agreement, Futtura commits to sending a “Security Advisory” to the Customer for any security Bug that is discovered in the Covered Versions of the Software, at least 2 weeks before making the Security Advisory public, unless the Bug has already been disclosed publicly by a third party. Security Advisories include a complete description of the Bug, its cause, its possible impacts on the Customer’s systems, and the corresponding remedy for each Covered Version.

The End Customer under stands that the Bug and the information in the Security Advisory must be treated as Confidential Information as described in 6.4 Confidentiality during the embargo period prior to the public disclosure

Cloud Platform

Futtura commits to apply the security remedies for any security Bug discovered in a version of the Software hosted on the Cloud Platform, on all systems under its control, as soon as the remedy is available, without requiring any manual action of the Customer.

4.3 Upgrade Services

Upgrade Service for the Software

For the duration of this Agreement, the Customer can submit upgrade requests through the appropriate channel (typically Odoo SA’s upgrade service website), in order to convert a database of the Software from any version of the Software to a more recent Covered Version (the “Target Version”).

For the Cloud Platform, upgrade requests are submitted directly from the control panel of the Cloud Platform, and do not require any data upload. For Self-Hosting, upgrade requests must in cludea copy of the Customer’s database and the associated data (typically obtained from the Backup menu of the Software).

This service is provided through an automated platform in order to allow the Customer to perform unattended up- grades once a previous version of the Customer’s database has been successfully upgraded for a Covered Version.

The Upgrade Service is limited to the technical conversion and adaptation of the Customer’s database to make it compatible with the Target Version, the correction of any Bug directly caused by the upgrade operation and not normally occurring in the Target Version, and the conversion of the source code and data of Covered Extra Modules for the Target Version.

It is the responsibility of the Customer to verify and validate the upgraded database in order to detect Bugs, to analyze the impact of changes and new features implemented in the Target Version, and to convert and adapt for the Target Version any third-party extensions of the Software that were installed in the database before the upgrade (e.g. non-convered Extra Modules). The Customer may submit multiple upgrade requests for a database, until an acceptable result is achieved.

4.4 Cloud Hosting Services

For the duration of this Agreement, when the Customer chooses to use the Cloud Platform, Futtura commits to providing at least the following services:

  • Choice of multiple hosting options (depending on availability)

  • Hosting in Tier-III data centers or equivalent, with 99.9% network uptime

  • Grade A SSL (HTTPS) Encryption of communication

  • Fully automated, verified backups, replicated in multiple regions

  • Disaster Recovery Plan, tested regularly

The details of the Cloud Hosting Services are described on the Service Level Agreement page.

4.5 Support Services

Scope

For the duration of this Agreement, the Customer may open an unlimited number of support tickets free of charge, exclusively for questions regarding Bugs (see 4.1 Bug Fixing Service) or guidance with respect to the use of the standard features of the Software and additional App.

Other assistance requests, such as questions related to development or customizations may be covered through the purchase of a separate service agreement. In case it’s not clear if a request is covered by this Agreement, the decision is at the discretion of Futtura.

Availability

Tickets can be submitted via the web form or phone numbers listed of the web, or when working with an Futtura Partner, the channel provided by the partner, subject to local opening hours.

4.6 Working with an Futtura Partner

For bug fixes, support and upgrade services, the Customer may either work with a Partner as the main point of contact, or work with Futtura directly.

If the Customer decides to work with a Partner, Futtura will subcontract services related to the Covered Software to the Partner, who becomes the main point of contact of the End Customer. The Partner may contact Futtura on behalf of the customer for second-level assistance regarding standard features of the Software.

If the Customer decides to work with Futtura directly, services related are provided directly by Futtura on his own web, portals or phone numbers with own service level defined or pre-agreed with the End Customer.

4.7 Standard Agent

Unless the Seft-Platform (# 4.9) or the Avatar module (# 4.8) is expressly contracted, the prices set forth in this Agreement apply generally to an Agent operating on Futtura’s standard multi-tenant platform, under the condition that no information from the End Customer is retained by third-party LLM providers beyond what is strictly necessary to process each interaction in real time, and that such information is not used for training third-party models.

Call backups: Recordings and backups of Agent interactions are retained for fifteen (15) calendar days from the date of the interaction, after which they may be automatically deleted in accordance with the Platform’s configuration, without prejudice to the provisions set forth in personal data exhibit.

4.8 Avatar

The Avatar is a dynamic conversational interaction module which, unlike the standard Agent described in previous clause, operates on a Public LLM provided by a third party.

The Partner must clearly and visibly inform end users who interact with the Avatar—prior to such interaction—that the interaction is managed via a Public LLM. The Partner shall also pass on this disclosure obligation to every End Customer that contracts the Avatar, requiring their compliance. Failure to fulfill this disclosure obligation is the sole responsibility of the Partner and/or the End Customer, as applicable, and Futtura shall be harmless from any liability arising from such non-compliance.

The monthly price for the Avatar includes pre-determinate time (minutes) of interaction per active avatar, in accordance with the Exhibit. Additional usage will be billed on a per-minute basis at the current rate specified by the most available price Schedules.

Given that the Avatar operates on a Public LLM, the guarantee regarding the non-retention of information within third-party LLMs—as described on previous clause—as well as any attributes related to data sovereignty or dedicated operations that Futtura may offer for other versions of the Service, do not apply to the Avatar, unless otherwise expressly agreed upon.

4.9 Seft-Platform

At the Partner and/or End Customer’s request, and subject to a technical and commercial evaluation by Futtura, an End Customer may contract for a Seft Platform—an infrastructure instance separate from the Client’s own environment, offering a higher level of operational isolation.

Integration, migration, and commissioning of the Seft Platform are not included under Futtura scope except for prior agreement negotiated with Futtura (End Customer or Partner), taking into account the implementation effort and the scope requested by the End Customer. Infrastructure requirements will be specified by Futtura and must be provided by the End Customer or subcontracted with Futtura. Futtura will provide a specific quote before the project begins.

5. Charges and Fees

5.1 Standard charges

The standard charges for the Futtura Software subscription and the Services are based on the number of Agents and additional features or App included on the proposal and final selected End Customer Subscription Plan, specified in writing in each of the transaction documents generated at the acquisition time. The transaction documents will be managed on the End Customer or Partner portal.

When during the Term, the End Customer has more Agents or App, or uses features that require another Subscription Plan than specified at the time of conclusion of this Agreement, the Customer agrees to pay an extra fee equivalent to the applicable list price (at the time of the deviation from the specified number of Agent, App or Subscription Plan) for the additional Agents, App, or the required Subscription Plan, for the remainder of the Term.

Once per year, and no earlier than 6 months after the release of a new major version of the Software, if the Customer’s Software is on a version older than the Covered Versions, the Customer agrees to pay an extra fee equal to 25% of the annualized price, calculated based on the Customer’s current per-user price and number of Agent or Apps.

Subscription for each paid Agent, with variable usage charges (minutes, messaging, overage) billed monthly in arrears, unless otherwise agreed on each transactional documents/purchase order.

Payment term: 30 days from the invoice date. Late payments shall accrue interest at a rate of 10% by month or the maximum rate permitted by law, whichever is lower.

5.2 Renewal charges

Upon renewal as covered in section 2 Term of the Agreement, if the charges applied during the previous Term (excluding any extra fee for use of a non-Covered Version) are lower than the most current applicable list price, these charges will increase by up to 7% per year of the previous Term.

5.3 Taxes

All fees and charges are exclusive of all applicable federal, provincial, state, local or other governmental taxes, fees or charges (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with purchases made by the Customer under this Agreement, except when Futtura is legally obliged to pay or collect Taxes for which the Customer is responsible.

6. Conditions of Services

6.1 Customer Obligations

The Customer agrees to:

  • pay Futtura or the Futtura’s Partner any applicable charges for the Services of the present Agreement, in accordance with the payment conditions specified at the signature of this contract;

  • immediately notify Futtura when the actual number of Agents or Apps exceeds the respective number specified at the conclusion of the Agreement, and in this event, pay the applicable additional fees described in previous section.

  • take all measures necessary to guarantee the unmodified execution of the part of the Software that verifies the validity of the Futtura Software usage, as described in 3 Access to the Software;

  • appoint 1 dedicated Customer contact person for the entire duration of the Agreement;

  • provide written notice to Futtura or the Partner 30 days before changing their main point of contact to work with another Futtura Partner, or to work with Futtura directly.

When the Customer chooses to use the Cloud Platform, the Customer further agrees to:

  • take all reasonable measures to keep their user accounts secure, including by choosing a strong password and not sharing it with anyone else;

  • make reasonable use of the Hosting Services, to the exclusion of any illegal or abusive activities, and strictly observe the rules outlined in the Acceptable Use Policy published.

When the Customer chooses the Self-Platform option, the Customer further agrees to:

  • take all reasonable measures to protect Customer’s files and databases and to ensure Customer’s data is safe and secure, acknowledging that Futtura cannot be held liable for any data loss;

  • grant Futtura the necessary access to verify the validity of the Software usage upon request (e.g. if the automatic validation is found to be inoperant for the Customer).

6.2 Non-Solicitation

Except where the other party gives its consent in writing, each party, its affiliates and representatives agree not to solicit or offer engagement to any employee or individual independent contractor of the other party who is involved in performing or using the Services under this Agreement, for the duration of the Agreement and for 12 months following either its termination or the end of the relevant employee’s or contractor’s relationship with the other party, whichever occurs later.

In case of any breach of the conditions of this section that leads to said employee or contractor terminating their relationship with the other party, the breaching party agrees to pay the other party an amount of EUR (€) 30 000.00 (thirty thousand euros).

6.3 Publicity

Except where notified otherwise in writing, each party grants the other a non-transferable, non-exclusive, royalty free, worldwide license to reproduce and display the other party’s name, logos and trademarks, solely for the purpose of referring to the other party as a customer or supplier, on websites, press releases and other marketing materials.

6.4 Confidentiality

Definition of “Confidential Information”: All information disclosed by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.

For all Confidential Information received during the Term of this Agreement, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.

This confidentiality obligation survives for a period of five (5) years from the termination of the Agreement.

6.5 Data Protection

Definitions “Personal Data”, “Controller”, “Processing” takes the same meanings as in the regulation “Personal Data Protection Law” Number 25.326, its Regulatory Decree Number 1558/2001, and the provisions of the Agency for Access to Public Information in Argentina.

With respect to End Customer Data uploaded or generated through the use of the Platform, the Partner and/or the End Customer shall act as the Controller, and Futtura as the Processor, in accordance with the Data Processing Agreement Exhibit, notwithstanding the fact that the Partner serves as the direct contractual point of contact for each End Customer. In any case either Party gains access to personal data, it agrees to process such data in accordance with such law and regulation. Such processing shall be carried out exclusively in accordance with the instructions of the Party that provided the data; the receiving Party shall implement appropriate technical and organizational security measures and shall refrain from transferring the data to third parties or abroad without prior written authorization. Should a resale relationship be formalized, the Parties shall enter into a data processing agreement that will govern such processing in detail.

6.6 Termination

If either Party fails to fulfill any of its obligations arising herein, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by the non-breaching Party.

Further, Futtura may terminate the Agreement immediately in the event the Customer fails to pay the applicable fees for the Services within 21 days following the due date specified on the corresponding invoice, and after minimum 3 reminders.

Surviving Provisions: The sections “6.2 Non-Solicitation”, “6.4 Confidentiality”, “7.2 Disclaimers”, “7.3 Limitation of Liability”, and “8 General Provisions” will survive any termination or expiration of this Agreement.

The Termination & Transition Protocol Exhibit (included on this Agreement) will provide the operational framework for this termination.

6.7 Intellectual Property

All Confidential Information is and shall remain the exclusive property of the Disclosing Party. Nothing in this Agreement shall be construed as an assignment, license, or grant of any rights—whether express or implied—in or to the Disclosing Party’s intellectual or industrial property, trade secrets, software, trademarks, or other assets, beyond the limited use permitted for the Purpose. In particular, the Partner’s access to the Provider’s platform, documentation, or materials does not confer any right of resale, sublicensing, or commercialization; such rights may only arise from a separate partnership or resale agreement entered into by the Parties.

7. Warranties, Disclaimers, Liability

7.1 Warranties

Futtura owns the copyright or an equivalent1 on 100% of the code of the Software and confirms that all the software libraries required to use the Software are available under a license compatible with the license of the Software.

For the duration of this Agreement, Futtura commits to using commercially reasonable efforts to execute the Services in accordance with the generally accepted industry standards provided that:

  • the Customer’s computing systems are in good operational order and, for Self-Hosting, that the Software is installed in a suitable operating environment;

  • the Customer provides adequate troubleshooting information and, for Self-Hosting, any access that Futtura may need to identify, reproduce and address problems;

  • all amounts due to Futtura have been paid.

The Customer’s sole and exclusive remedy and Futtura’s only obligation for any breach of this warranty is for Futtura to resume the execution of the Services at no additional charge.

7.2 Disclaimers

Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law.

Futtura does not warrant that the Software complies with any local or international law or regulations.

7.3 Limitation of Liability

To the maximum extent permitted by law, the aggregate liability of each party together with its affiliates arising out of or related to this Agreement will not exceed 50% of the total amount paid by the Customer under this Agreement during the 12 months immediately preceding the date of the event giving rise to such claim. Multiple claims shall not enlarge this limitation.

In no event will either party or its affiliates be liable for any indirect, special, exemplary, incidental or consequential damages of any kind, including but not limited to loss of revenue, profits, savings, loss of business or other financial loss, costs of standstill or delay, lost or corrupted data, arising out of or in connection with this Agreement regardless of the form of action, whether in contract, tort or otherwise, even if a party or its affiliates have been advised of the possibility of such damages, or if a party or its affiliates’ remedy otherwise fails of its essential purpose.

7.4 Force Majeure

Neither party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay finds its cause in a case of force majeure, such as governmental regulations, fire, strike, war, flood, accident, epidemic, embargo, appropriation of plant or product in whole or in part by any government or public authority, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.

If the event continues for more than 60 days, either Party may terminate this Agreement without penalty, upon payment of the amounts accrued up to that date.

8. General Provisions

8.1 Governing Law

This Agreement and all Customer orders shall be governed by the laws of the Argentine Republic, in particular the National Civil and Commercial Code. Any dispute arising between the Parties regarding the interpretation, validity, performance, or execution of this Agreement shall be resolved through arbitration in the jurisdiction of the National Commercial Courts based in the Autonomous City of Buenos Aires, with an express waiver of any other forum or jurisdiction.

8.2 Severability

In case any one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal or unenforced able in any respect, the validity, legality and enforce ability of the remaining provisions of this Agreement and any application thereof shall be in no way thereby affected or impaired. Both parties undertake to replace any invalid, illegal or unenforceable provision of this Agreement by a valid provision having the same effects and objectives.

Appendix A: Enterprise License Agreement

Futtura Software is licensed under the Futtura Enterprise License v1.0, defined as follows:

Futtura Enterprise License v1.0

This software and associated files (the "Software") can only be used (executed, modified, executed after modifications) with a valid Futtura Enterprise Subscription for the correct number of users/Agents.

With a valid Partnership Agreement with Futtura, the above permissions are also granted, if the usage is limited to a testing or development environment.

You may use Futtura Apps published under any license along with the Software, provided that their license is compatible with the terms of the Futtura Enterprise License (Including, but not limited to, any module published on the Futtura Apps).

It is forbidden to publish, distribute, sublicense, or sell copies of the Software or modified copies of the Software.

The above copyright notice and this permission notice must be included in all copies or substantial portions of the Software.

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING

FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER D

Data Processing Agreement Exhibit (DPA)

This Exhibit governs the processing of personal data by Futtura when an End Customer, through the Partner, uploads or processes personal data via the Platform.

C.1 Roles

  1. The End Customer acts as the Controller of its own data; the Partner serves as the direct contractual point of contact for the End Customer; and Futtura acts as a Processor (and, in cases where the Partner determines the means and purposes at an aggregate level, also as a Processor on behalf of the Partner), unless otherwise provided by applicable law.

  2. Futtura shall process personal data solely for the purpose of providing the Service, in accordance with the documented instructions of the End Customer and/or the Partner, this Agreement, and this Exhibit.

  3. The Partner is responsible for ensuring that each End Customer declares that it possesses the necessary legal basis and consents for the processing of personal data and its upload to the Platform.

C.2 Security Measures

Futtura shall implement reasonable, industry-standard security measures, such as role-based access controls and secure credential storage, in addition to monitoring practices and Platform hardening.

C.3 Sub-processors and International Transfers

Futtura may engage sub-processors (e.g., cloud infrastructure, messaging, telecommunications, or LLM providers—including the Public LLM used in the Avatar module) to provide the Service, maintaining agreements with such providers and remaining liable within the limits set forth in this Agreement. International data transfers may occur depending on the hosting region and the third-party providers utilized; by using the Service, the Partner and the End Customer authorize such transfers, subject to reasonable safeguards where applicable.

C.4 Security Incidents

Futtura shall notify the Partner—within a commercially reasonable timeframe after becoming aware of the incident—regarding any security incidents affecting personal data under its control, so that the Partner may, in turn, inform the affected End Customer. Such notification shall not constitute an admission of liability. The Partner and/or the End Customer are responsible for assessing and, where applicable, notifying the relevant authorities or data subjects, unless applicable law imposes a direct obligation on Futtura.

C.5 Data Return, Export, and Deletion

Upon termination of the Agreement, in accordance with clause 20.3, the Partner and/or the End Customer may request the export of End Customer Data within 30 days. Following this period, Futtura will delete or anonymize the data within 60 days, subject to any legal obligations or backup copies held under a standard retention cycle. Call recordings are retained for 15 calendar days in accordance with clause 6.2, and certain test data may expire automatically based on the Service configuration.

C.6 Audits and Liability

The Partner may request reasonable information regarding security measures via a questionnaire or available reports. On-site audits are permitted only on an exceptional basis, with prior notice, a defined scope, and at the expense of the party requesting the audit. This Exhibit does not expand Futtura’s obligations or liability beyond what is established in the Agreement, including the limitations of liability, the exclusion of indirect damages, and the maximum liability caps set forth in clause 16.

Support and Service Levels Exhibit (SLA)

This Exhibit established the support channels on two levels;

  1. Partner providing level 1 support in the cases Futtura Partners are engaged

  2. governs the processing of personal data by Futtura when an End Customer, through the Partner, uploads or processes personal data via the Platform.

Anexo B — Soporte y Niveles de Servicio (SLA)

Este Anexo establece el esquema de soporte en dos niveles: el Partner presta soporte de Nivel 1 a sus Clientes Finales; Futtura presta soporte de Nivel 2 al Partner.

B.1 Canales de soporte

CanalDetalle
Portal / Ticket (Partner → Futtura)Avatar portal Futturagent.com
Correosoporte@futturagent.com
Horario estándarLunes a viernes, 09:00–18:00 (America/GMT-3), días hábiles

B.2 Severidades y tiempos objetivo de respuesta

SeveridadDefiniciónTiempo objetivo de respuesta
P1 CríticaCaída total del Servicio en producción o impacto crítico generalizado≤ 4 horas (horario estándar)
P2 AltaFuncionalidad principal degradada sin alternativa razonable≤ 8 horas (horario estándar)
P3 MediaIncidencia con alternativa; impacto moderado≤ 2 días hábiles
P4 BajaConsulta, requerimiento menor o mejora≤ 5 días hábiles

Los tiempos son de respuesta, no de resolución. La resolución depende de la complejidad y de la disponibilidad del Partner, del Cliente Final y/o de terceros.

B.3 Disponibilidad objetivo y créditos de servicio

Disponibilidad mensualCrédito sobre la tarifa del siguiente mes de Suscripción (no incluye overage)
>= 99,5%0%
< 99,5% y >= 99,0%5%
< 99,0% y >= 98,0%10%
< 98,0%15%

Condiciones: (i) solicitud por escrito dentro de 15 días desde el cierre del mes afectado; (ii) Partner al día en pagos; (iii) máximo un crédito por mes; (iv) los créditos no son reembolsables y se aplican como descuento en la factura siguiente. Estos créditos constituyen el único y exclusivo remedio por incumplimientos de disponibilidad, conforme a la cláusula 16.1.

Termination & Transition Protocol Exhibit

This Exhibit provides the operational framework for clause 6.6 (Termination) of the Agreement, governing the exit process regardless of the underlying reason (convenience, breach, or expiration without renewal).

MilestoneReference Period / DeadlineResponsible PartyAction
Notice of termination / non-renewalDay 0Notifying PartyWritten notice to the other Party; creation of new Free Agents and Trials is frozen (clause 19.5).
Cure period (termination for breach only)Up to 15 business daysBreaching PartyCure the notified breach or the Contract will terminate prematurely.
Definition of the continuity frameworkWithin 15 days from noticeFutturaInform the Partner whether it will opt for direct continuity/with another partner, or for management by the outgoing Partner until the natural expiration of each End Customer (clause 20.1).
Account closure and balancesUntil the effective date of terminationPartnerPayment of all accrued and unpaid amounts (clause 20.2).
Data export requestWithin 30 days from the effective date of terminationPartner and/or End CustomerRequest export of End Customer Data (clause 20.3 and Annex C.6).
Data deletion or anonymizationWithin 60 days following the previous periodFutturaDelete or anonymize data, except under legal obligation (Annex C.6).
Cese de uso de nombre de productosDentro de 15 días desde la fecha efectiva de términoPartnerRetirar referencias a Futtura/Futturagent de sitios, propuestas y materiales (cláusula 20.4)
Período de transición de Clientes Finales (si Futtura opta por continuidad directa)Hasta 90 días desde la fecha efectiva de términoFutturaPrestar el Servicio directamente o mediante otro partner en condiciones comercialmente razonables (cláusula 20.1)

Footnotes

  1. External contributions are covered by a Copyright License Agreement that provides a permanent, free and irrevocable, copyright and patent license to Futtura. ↩