Before enter into the system you MUST read and agree to the "TrackAdvice End User License Agreement" ("EULA") and the "TrackAdvice Privacy Information Notice" below:

A. TrackAdvice End User License Agreement ("EULA")

Art. 1 - Purpose and Definitions

1.1. This End User License Agreement (hereinafter, the "EULA") governs the terms and conditions according to which Italtractor ITM S.p.A., with registered office in Via Confortino 30, 40056 Valsamoggia, Bologna, Italy (hereinafter, "ITM") grants to the user (hereinafter, the "User") the right to use the TrackAdvice Software (including the TrackAdvice Portal and the TrackAdvice App) for the Authorized Purpose only, and within the limitations set forth below.

1.2 In this EULA, unless the context requires other interpretations, the following terms will have the meanings set out below:

"Authorized Purpose" means (a) the entry of Machine-related data in the TrackAdvice Software through the TrackAdvice Portal and/or through the TrackAdvice App, and (b) the access through the TrackAdvice Portal to inspection data and recommendations provided through the TrackAdvice Software and related to the Machines;

"EULA" has the meaning specified under article 1.1;

"ITM" has the meaning specified under article 1.1;

"Machine(s)" means the undercarriage components and assembled frames owned by User and registered with the TrackAdvice Software;

"TrackAdvice App" means the mobile application, forming part of the TrackAdvice Software, that the User can download from main app stores (such as Play Store for Android and App Store for iOS) and use for the Authorized Purpose only;

"TrackAdvice Portal" means the web portal, forming part of the TrackAdvice Software, made available by ITM and accessible by the User for the Authorized Purposes at the following URL: https://trackadvice.group-itm.com;

"TrackAdvice Software" means a computer software that permits users to create and monitor a database of maintenance requirements for user's heavy mobile earthmoving equipment and organize task-flows through the database and including the TrackAdvice Portal, which is currently known and used by ITM under the trademark "TrackAdvice", as well as any possible further updates which ITM may develop (or have developed), deploy and communicate to the User from time to time. For the sake of clarity, except as otherwise provided, the definition of TrackAdvice Software includes also the TrackAdvice App and the TrackAdvice Portal;

"User" has the meaning specified under article 1.1.

Art. 2 - Scope of the license

2.1 ITM hereby grants to the User, and the User hereby accepts from ITM, a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to reproduce by any means and in any form, permanently or temporarily, as well as to load, display, run, transmit and store the TrackAdvice Software (in object code only), and only for the Authorized Purpose.

2.2 Any and all rights not hereby granted to the User are reserved to ITM. In particular and without limitation, are not granted to the User, and reserved to ITM the following rights:

the right to reproduce, by any means and in any form, permanently or temporarily, as well as to load, display, run, transmit and store the TrackAdvice Software for purposes other than the Authorized Purposes;
the right to translate, modify, adapt, arrange and alter the TrackAdvice Software, and to reproduce the results thereof;
the right to distribute the TrackAdvice Software to the public in any form, also by renting the TrackAdvice Software or copies thereof; and
any rights pertaining to the source code of the TrackAdvice Software.

2.3 Except to the extent permitted by applicable mandatory law, the User may not copy, translate, modify, adapt, decompile, disassemble or reverse engineer the TrackAdvice Software or any part of it.

2.4 ITM shall have the right, either by itself or by its authorized representative, and also without prior notice to the User, to verify and audit that the TrackAdvice Software is used for no purposes other than for the Authorized Purpose and, in general, to verify and audit compliance by the User with all terms and conditions of this EULA. The User shall co-operate with ITM (or with ITM's authorized representative, as the case may be) during such verifications and audits.

2.5 User acknowledges that (i) the TrackAdvice App will be accessible only by means of the credentials (username and password) created in the TrackAdvice Portal by the User at the time of the subscription and that, thus, (ii) without the creation of credentials (username and password) in the TrackAdvice Portal, User will not be allowed to access and use the TrackAdvice App. User shall not provide its credentials (username and password) to third parties and shall take adequate secrecy measures in order to keep such credentials safe. User shall be the only responsible in case of loss of said credentials.

Art. 3 - Ownership of the data and of the TrackAdvice Software

3.1 Title to the TrackAdvice Software and all possible trademarks (including the "TrackAdvice" trademark), patents, copyrights, design rights, trade secrets and other proprietary rights in or related to the TrackAdvice Software are and will remain vested in ITM.

3.2 The User will not take any action that jeopardizes such proprietary rights or acquire any right in the TrackAdvice Software, except the limited license specified in this EULA.

3.3 The User undertakes not to remove any confidentiality, trademark and proprietary notices included in the TrackAdvice Software or in the media upon which the TrackAdvice Software is provided, if applicable.

3.4 Any and all possible intellectual property rights over data inserted in, and/or processed by, the User into the TrackAdvice Software, whether or not within the Authorized Purpose, as well as over the database resulting from the insertion of such data in the TrackAdvice Software, including the right to make computational analyses of the data and/or databases, will be vested in ITM.

3.5 Without prejudice to article 3.4 above, it remains understood that ITM shall not disclose to third parties any granular non-personal data and/or information inserted in, and/or processed by, the User into the TrackAdvice Service within the Authorized Purpose; provided that, however, ITM shall be entitled to process such data and information and to communicate them in aggregated and anonymized form to any third parties, also for ITM's research, development and promotional activities.

Art. 4 - No Warranties. Limitation of ITM's liabilities

4.1 ITM and the User acknowledge and agree that the license on the TrackAdvice Software is provided "as is". To the extent admitted under applicable law, ITM hereby disclaims, and User hereby waives, all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose (including the Authorized Purpose), non-infringement, system integration, non-interference and accuracy of informational content with reference to the TrackAdvice Software.

4.2 In particular, ITM does not warrant that the TrackAdvice Software will meet User's requirements or that the operation of the TrackAdvice Software will be uninterrupted or error-free, or that errors will be corrected, or that the results obtained by using the TrackAdvice Software for the Authorized Purposes by the Authorized Persons will always be correct and fully reliable. The entire risk of the TrackAdvice Software's quality and performance is therefore with User. In addition, nothing in this EULA shall be construed as a representation, warranty or promise by ITM to the User, either express or implied, that the rights granted by ITM to the User on the TrackAdvice Software are valid and/or enforceable in the Territory, or that the exercise by the User of the rights and licenses granted to it under this EULA does not and/or will not infringe any rights (including, without limitation, intellectual property rights) of third parties. Furthermore, the User specifically acknowledges and agrees that the activities included in the services provided through the TrackAdvice Software involve the issuance of recommendations, also deriving from human-made reading, analysis, interpretation of the data collected through the TrackAdvice Software. Such recommendations are to be used as a diagnostic and maintenance management tool, are not intended as a substitute for mechanical disassembly and inspection and/or to warrant the fitness or operation of any component. To the maximum extent permitted under applicable law, ITM hereby waives any responsibilities for any errors, misinterpretations, mistakes and/or other defects in the above mentioned recommendations, as well as for any claims, liabilities, proceedings, costs, damages, losses and expenses (including attorney's fees) incurred by any third parties (including the User) for having made reliance on such recommendations.

4.3 The User acknowledges that no representations were made prior to execution date of the Agreement with respect to the TrackAdvice Software and that, in accepting this EULA, the User has not relied on any statements, representations, warranties or understandings (whether negligently or innocently made, orally, written or in any form whatsoever) of any person (whether a party or not), other than as expressly set out herein.

4.4 User shall indemnify ITM (and/or other companies or entities of the ITM Group) from and against any and all claims, liabilities, proceedings, costs, damages, losses and expenses (including attorney's fees) incurred by ITM (and/or other companies or entities of the ITM Group) which are related, both directly and indirectly, to the use by User of the TrackAdvice Software, as a result of, or in connection with, any breach by User of any term of this EULA and/or any other negligent or wrongful act carried out by User, and/or its respective employees, agents or contractors.

4.5 In no case whatsoever, and to the fullest extent permitted by governing law, ITM (and/or other companies or entities of the ITM Group) may be held liable for any damages, including damages for loss of profit, direct or indirect, that User may suffer arising out or relating to this EULA, except only in cases of fraud and gross negligence of ITM (and/or other companies of entities of the ITM Group, as applicable).

Art. 5 - Term - Early Termination

5.1 Unless terminated pursuant to articles 5.2 and 5.3 herein below, the license granted under this EULA on the TrackAdvice Software shall have effect for twelve (12) months from the date of first access by User to the TrackAdvice Portal. Upon expiration of the above mentioned 12-month period, this EULA will automatically renew for successive periods of six (6) months each, unless written notice of termination is delivered by either Party to the other at least thirty (30) days before expiration date. The termination notice will have to be addressed to the other Party via e-mail or (if possible) via registered mail with return receipt; in case forwarded by the User to ITM, the notice shall be addressed at the following:

Italtractor ITM S.p.A

via Confortino 30

40056 Valsamoggia, Bologna

Italy

5.2 ITM reserves the right to withdraw at any times from this EULA pursuant to Article 1373 of the Italian Civil Code by serving thirty (30) days prior written notice, to be addressed to the User by e-mail according to article 8.1 herein below.

5.3 Without prejudice to any rights or remedies howsoever available at law and/or in contract (including this EULA) to ITM under applicable law, ITM shall have the right to terminate this EULA with immediate effect without any prior notice, in case of any breach by User of article 2.2 hereof.

5.4 Upon expiration and/or termination of this EULA for any reason whatsoever, the User shall immediately abstain from further using the TrackAdvice Software (including by accessing the TrackAdvice Portal and the TrackAdvice App) and any data and/or information owned by ITM.

Art. 6 - Compensation and Indemnification

6.1 User shall have no title to any indemnification or any kind of other compensation in relation to loss of distribution rights, loss of goodwill or any other similar losses.

Art. 7 - Miscellaneous

7.1 Neither this EULA, nor any part hereof, nor any of the rights and obligations hereunder, may be assigned by User, either voluntarily or by operation of law (also within the framework of a transfer/lease of business), without the prior written consent of ITM.

7.2 Nothing in this Agreement shall create, or be deemed to create, a partnership or an employment or agency relationship between ITM and the User or any other joint venture or franchising between ITM and the User.

7.3 This Agreement contains the entire agreement between ITM and the User with respect to the subject matter hereof, and it supersedes all previous agreements and understandings between the Parties with respect thereto.

7.4 ITM reserves the right to modify at any moment, and also without prior notice to the User, the terms and conditions of this EULA and/or the TrackAdvice Software (including the TrackAdvice Portal and the TrackAdvice App). Notice of such modification will be given by ITM to the User through the TrackAdvice Portal and/or the TrackAdvice App. User acknowledges and agrees that use of the TrackAdvice Software (including the TrackAdvice Portal and the TrackAdvice App) following notice of such modifications does imply full acceptance of the modified terms and conditions of this EULA.

7.5 If any provision of this EULA is hold by any court or other competent authority to be void or unenforceable in whole or part, this EULA shall continue to be valid as to the other provisions thereof.

7.6 Any other obligation and/or modification to this EULA shall be valid only if agreed in writing by ITM and the User.

7.7 Any waiver by either ITM or the User of a breach of any provision of this Agreement shall not be considered as a waiver of any subsequent breach of the same or any other provision thereof.

Art. 8. Notices

8.1 Unless otherwise provided for in this Agreement, all notices pertaining to this Agreement shall be sent by e-mail and addressed to the following: (i) if by ITM to the User, to the e-mail address indicated by the User at the time of the subscription; and (ii) if by the User to ITM, at the e-mail address trackadvice@group-itm.com.

Art. 9 - Applicable Law - Jurisdiction - Authentic Text

9.1 This EULA shall be governed by, and construed in all respects in accordance with, the laws of Italy.

9.2 Any dispute arising out of, or related to, this EULA shall be subject to the exclusive jurisdiction of the Courts of Milan, Italy.

9.3 In case of translations, the English language version of this EULA shall be considered the authentic text. In case of discrepancies between the English language version and its possible translation, the English language version shall prevail.

Art. 10 - Data Protection

10.1 Both ITM and the User, in the performance of their activities and obligations under this EULA, ensure to act in accordance with the provisions of EU Regulation 679/2016, as well as with Legislative Decree no. 196/2003 as subsequently amended (collectively, the "Privacy Provisions"). In particular, the User declares and guarantees that all possible personal data of which it is the data controller and that are transmitted to ITM in execution of this EULA (by way of a mere example, personal data related to the User's employees and/or collaborators) have been collected, processed and communicated to ITM in compliance with the Privacy Provisions.

10.2 In relation to the TrackAdvice App, ITM will act as data controller in relation to the personal data of the User (and/or of any subject delegated by the User to use the TrackAdvice App). ITM will collect and process personal data of the User (and/or of any subject delegated by the User) through the use of the TrackAdvice App according to the terms and modalities illustrated in the "App TrackAdvice - Privacy Policy" [https://trackadvice.group-itm.com/privacy-policy-mobile/].

10.3 The User declares to have received and understood the TrackAdvice Privacy Information Notice and the App TrackAdvice - Privacy Policy.

10.4 The User undertakes to indemnify and hold ITM harmless from any liability and/or material and non-material damage, including legal fees, that may be attributed and/or recognized to ITM as a result of the violation or failure to adopt any of the applicable obligations under the Privacy Provisions and/or provisions under this EULA, as well as in the event of unlawful or incorrect processing attributable to a fact, conduct or omission of the User and/or otherwise related to the latter, to the processors appointed by the User or to the subjects authorized to process personal data or who collaborate with the User.

B. TrackAdvice Privacy Information Notice

Pursuant to EU Regulation No. 679/2016 (the "GDPR") and Italian Legislative Decree No. 196/2003 - Personal Data Protection Code as amended (the "Code"), information and personal data (e.g. email address of the User) (collectively, "Data") provided by the User by receiving the TrackAdvice Service (as defined below), or otherwise collected by Italtractor ITM S.p.A. (hereinafter, "ITM"), with registered office at via Confortino 30, 40056 Valsamoggia, Bologna, Italy, as Data Controller, will be processed pursuant to the GDPR and the Code. "TrackAdvice Service" means the activity of providing the measurement of the undercarriage wear (such activity including the phases of analysis, reporting, interpretation of data and issuance of recommendations) with the aim to efficiently and cost-effectively manage the maintenance of the undercarriage parts and their replacement, to the extent that such activity is provided by using the "TrackAdvice" software

The processing of the Data will be carried out with manual or electronic means, for the following purposes: (a) to provide the User with the TrackAdvice Service requested, and to the correct performance of the connected activities; (b) to collect or request pre-contract information, for the correct management and execution of the activities under point (a) above; (c) for the management of any and/or possible judicial or extrajudicial litigation, for the prevention and detection of illicit behaviours; (d) to execute obligations set forth by law, regulations, national and EU provisions, orders from the competent public authorities.

Furthermore, the email address provided by the User may be used by ITM for the sending of communications to the User on ITM's new products and/or services similar and/or connected to the ones purchased by the User. In this respect the consent from the User is not necessary, since the legal basis of the processing is the legitimate interest of ITM in keeping the User updated on its products/services, but the latter may always oppose the processing.

The legal basis of the processing of the Data for the purposes under lett. (a), (b) and (d) is represented by the stipulation and execution of the EULA and by the applicable legal provisions, and the provision by the User of such Data is mandatory and the refusal to provide them implies the impossibility to correctly manage the contractual relationship between the User and ITM and the reception of the TrackAdvice Service. In relation to the purpose under lett. (c) the legal basis of data processing of the Data is represented by the legitimate interest of ITM and/or third parties: in these cases, even if the provision of Data is not mandatory under the law, it is nonetheless necessary because the Data are closely related to the management of the contractual relationship between the User and ITM, and the refusal to provide the data could make it impossible to execute the EULA and perform the TrackAdvice Service.

The Data will not be disseminated and may be communicated, for the purposes above, to: (a) natural persons, companies, associations or professional firms providing services or advice to ITM; (b) other companies of the Group which ITM belongs to (e.g. for administrative-accounting purposes); (c) subjects and entities allowed to access the Data by legal provisions, regulations or public authorities' orders. The subjects and entities belonging to said categories, in their quality as autonomous Data Controllers, will perform an independent data processing from ITM or, in certain cases, in their quality as Data Processors, when appointed by ITM. For the purposes indicated, the Data may also be transferred abroad to not-EU countries, included to the companies which belong to ITM Group: in particular, for the cases in which the Data will be transferred outside EU, ITM adopts the specific measures provided by for the GDPR for ensuring an adequate protection of the Data, such as specific agreements which include the Standard Contractual Clauses provided by the EU Commission.

The complete list of the subjects to which the Data can be communicated, , as well as the measures implemented to protect the personal data for extra-EU transfers, is available on request to ITM.

The Data will be retained also after the termination, for any reason of the EULA, for the fulfillment of any obligations connected or arising from the conclusion of the same EULA, also related to legal obligations and statutory limitation periods set forth by the law. The Data can be also retained for a longer period, in anonymized form not able to identify any natural person, for statistical and aggregate analysis by ITM.

The User can exercise, by means of written request to ITM, the rights as per Sections 15-22 of the GDPR, granting the possibility to request, when allowed pursuant to the GDPR, the access, the rectification, the deletion/right to be forgotten, the limitation of processing, the portability of the Data and the right to lodge a complaint with the Italian Data Protection Authority (www.garanteprivacy.it). Furthermore, the User can also request the opposition, also partially for the single channels of communication, to the processing of the data for marketing purposes. All the requests above may be sent to ITM.