Terms and Conditions

READ THIS AGREEMENT BEFORE USING TEXT RADAR.

BY ACCESSING OR USING TEXT RADAR, THE USER (THE "LICENSEE" AND ITS USERS) AGREES TO AND ACCEPTS THE TERMS AND CONDITIONS OF THIS AGREEMENT. OTHERWISE, YOU MAY NOT ACCESS OR USE TEXT RADAR.

TEXT RADAR is software consisting of an artificial intelligence solution that identifies, semantically interprets, and analyzes texts, characters, and, in general, written documents provided to it to detect possible inconsistencies, errors, or other deficiencies in the text, whether within the same document or between two documents; currently offered as Software as a Service (SaaS) through the website https://www.text-radar.com or the website or application that replaces or substitutes it (the "Website"), by the company LABORATORIO DE INTELIGENCIA ARTIFICIAL EN ESPAÑOL, S.L., operating under the trade name "IA Lab," with tax ID B10789725 and registered office at Paseo de la Castellana, 194 (hereinafter, "IA Lab" or the "Licensor").

The following Terms and Conditions apply to the use of the Software and the license of use granted by the Licensor to the licensee (hereinafter, the "Licensee"). Exceptions or changes to these Terms and Conditions will be legally binding when applicable and previously communicated to the Licensee without the Licensee expressing their intention to terminate the Software license.

1. DEFINITIONS

1.1 "Agreement" or "Terms and Conditions" means these license terms and conditions, which regulate the terms and conditions of the TEXT RADAR Software license granted by the Licensor to the Licensee.

1.2 "Billing Cycle" means the recurring time period during which invoices are calculated and issued for the services or products provided through the Website. The Billing Cycle will match the Subscription Period. This cycle may be monthly or yearly and will determine how often the user receives and must pay the corresponding invoices. The Billing Cycle will renew at 00:00 (UTC+1) on the day after the end of the relevant Subscription Period.

1.3 "Intellectual Property Rights" means all intellectual and industrial property rights recognized under any applicable intellectual and industrial property regulations, including but not limited to: copyright (moral or economic rights), related rights, database rights and sui generis rights, patent or utility model rights, trademarks (including unregistered trademarks), design rights (registered or unregistered), rights in or relating to confidential information or trade secrets, domain name rights, and all other intellectual property rights (registered or unregistered) worldwide.

1.4 "Business Day" means any day except Saturdays, Sundays, or national, regional, or local holidays in the city of Madrid. Unless expressly stated, deadlines in days will be counted as calendar days.

1.5 "Documentation" means technical documentation, user manuals, instructions, user guides, online help, release notes, training materials, and other documentation provided or made available by the Licensor, as well as any other documents relating to the Software, its use, or operation included in the Materials.

1.6 "Effective Date" means the effective date of this Agreement, as indicated on its cover page.

1.7 "Confidential Information" means all information, oral or written, communicated by the Parties in connection with the granting of the right to use by the Licensor or the provision of the Services, including, among others, scientific, technical, financial, legal, tax, and commercial information, business models and strategies, know-how, names of potential clients and partners, proposed or ongoing projects and operations, reports, plans, market projections and data, along with analyses and working documents, compilations, comparisons, studies, and in general, all information transmitted by the Disclosing Party, whether before or after the signing of this Agreement. In particular, Confidential Information includes but is not limited to any information related to Materials, Documentation, this Agreement, its clauses and conditions, the Software, and any of its components.

1.8 "Applicable Law" means any law, statute, collective bargaining agreement, ordinance, rule, regulation, directive or European regulation, international treaty, order, decree, statute, judgment, or administrative resolution; applicable in Spain under Spanish supranational common law; or any amendment or modification of any of the above.

1.9 "Licensor" refers to LABORATORIO DE INTELIGENCIA ARTIFICIAL EN ESPAÑOL, S.L., operating under the trade name "IA Lab," holder of all existing Intellectual Property Rights over the Software and the distinctive signs identifying it in the market.

1.10 "Licensee" means the natural or legal person benefiting from the license of use and/or authorized to use the Software, who assumes the obligations of this Agreement.

1.11 "Materials" means, where applicable, tangible media or downloadable files in which the Software and Documentation are reproduced, permanently or temporarily.

1.12 "Party" or "Parties" means, in each case, the Licensor and the Licensee.

1.13 "Trial Period" means the temporary period during which the Licensee may enjoy free online use of the Software for a limited time, according to the specific conditions indicated, similar to the Subscription Period. The Licensee may choose to end the Trial Period at any time before its conclusion without paying for it; otherwise, after the Trial Period, the Remuneration, Subscription Period, and other obligations provided will apply.

1.14 "Subscription Period" means the period during which the Licensee will have access to and online use of the Software, in accordance with the agreed specific conditions. The monthly Subscription Period will renew for successive one-month periods unless the Licensee notifies the Licensor of non-renewal before the end of the current monthly Subscription Period. The annual Subscription Period will renew for successive one-year periods unless the Licensee notifies the Licensor in writing of non-renewal before the end of the current annual Subscription Period. The Subscription Period may be canceled at any time without restrictions or penalties; otherwise, it will renew at 00:00 (UTC+1) on the day after the end of the contracted period.

1.15 "Software" means the "TEXT RADAR" software, a SaaS (Software as a Service) program consisting of an artificial intelligence solution that identifies, semantically interprets, and analyzes texts, characters, and, in general, written documents provided to it to detect possible inconsistencies, errors, or other deficiencies in the text, whether within the same document or between two documents. The term Software includes, in addition to the TEXT RADAR program itself, the Documentation and Materials for using TEXT RADAR.

For the purposes of this Agreement, Software means all programs and artificial intelligence systems relating to the "TEXT RADAR" Software, in both source code and object code form, or provided on a cloud-based services basis, including all modules, routines, and subroutines thereof and all source materials and any other preparatory materials, including user requirements, functional specifications, programming specifications, ideas, principles, programming languages, algorithms, flowcharts, logics, logical diagrams, orthographic representations, file structures, coding sheets, encodings, and computer-generated works, along with all documentation related to the Software, including its preparatory, technical documentation, and user manuals, as well as development systems and processes and its user interface.

1.16 "Service" or "Services" refers to any of the contracting and access modalities to the Software, including trial periods or freemium models, whether accessible online or installed on the Licensee's devices and equipment. Depending on the Services contracted and the selected modality, the Agreement will have a differentiated remuneration model.

1.17 "Third Party" means any natural or legal person other than the Parties to this Agreement.

1.18 "Territory" means the entire world (without any territorial limitation), unless defined otherwise in the specific contracting conditions.

1.19 "Users" means the profiles of natural persons who will have access to the Software, including employees or collaborators of the Licensee, authorized by the Licensee in accordance with the specific conditions agreed between Licensor and Licensee.

1.20 "Admin User" refers to the Licensee's User profile or profiles with permissions to act as administrator of the License of Use and the Licensee's User profiles, which will grant access to certain functionalities and levels of User information.

2. PURPOSE

2.1 The purpose of this Agreement is to regulate the terms and conditions under which the Licensor, in exchange for the remuneration agreed in this Agreement and during the Subscription Period, grants the Licensee a right to use the TEXT RADAR Software for its exploitation exclusively within the Licensee’s professional activity and in accordance with the specific license conditions granted by the Licensor (hereinafter, the "License of Use"). The specific functionalities and conditions are detailed in the specific conditions relating to each contracting modality.

2.2 This document constitutes a complete agreement between the Licensee and the Licensor regarding the Software License of Use and its terms, conditions, and limitations, replacing any prior agreements between the Parties.

2.3 The Licensee declares to know the functionalities, features, and technical specifications of the TEXT RADAR Software, which were presented by the Licensor before the signing of this Agreement and are known and accepted by the Licensee. However, the Licensee is informed and accepts that the functionalities, features, and technical specifications of the TEXT RADAR Software may undergo updates, improvements, or modifications.

2.4 The Licensor informs that the TEXT RADAR Software was not created or developed to meet the Licensee’s specific requirements or under their instructions, but was developed by the Licensor generically and for a broad user and licensee base.

3. LICENSE OF USE

3.1 Objective Scope

3.1.1 The Licensor grants the Licensee a License of Use for the TEXT RADAR Software, all under the terms and conditions set out in this Agreement and, in particular, as provided in clause 7 "INTELLECTUAL PROPERTY RIGHTS" or, alternatively, in the specific conditions.

3.1.2 The term "use" of the Software will be understood exclusively as access to the Software within the Territory or, where applicable, storing a copy of the Software in object code form in the RAM and/or any type of memory device owned or controlled by the Licensee for use in the Territory.

3.1.3 The License of Use includes updates and new versions of the Software, unless they are incompatible with this Agreement.

3.2 Non-exclusive regime, territorial and temporal scope

The License of Use is granted for the Licensee’s own purposes, on a non-exclusive basis, limited to the Territory, revocable, and linked temporally to the Subscription Period, without the right to sublicense or assign to Third Parties.

3.3 Reservation of Rights

3.3.1 This License of Use does not grant the Licensee any rights over the Software or the Licensor’s Intellectual Property Rights, except for the right of use expressly agreed herein.

3.3.2 The granted License of Use is without prejudice to applicable moral rights.

3.3.3 The Licensee may not make copies, storage, use, or exploitation acts other than those expressly indicated in this Agreement.

3.4 Delivery of Materials

3.4.1 The Software will be accessible by the Licensee through the Website or, where applicable, the website and/or application designated alternatively by the Licensor. Access will be granted through access credentials provided by the Licensor, consisting of a unique, personal, secret, and non-transferable username and password, which may only be used exclusively by the Licensee. Additionally, depending on the contracted Services, access may include two-factor verification or other security measures defined by the Licensor at any given time.

3.4.2 The number of Software Licenses of Use available to the Licensee’s Users will be subject to the specific conditions agreed between the Parties and the payment of the required Remuneration, which may be reviewed based on the number of licenses acquired or the usage made.

4. CONDITIONS OF SOFTWARE USE

4.1 It is the Licensee’s responsibility to comply with the technical conditions of their computer systems and other services to access the internet and use the Software, as well as to meet any technical requirements the Software may have.

4.2 The Licensor offers the Licensee the possibility of using the Software through two user profiles:

• (a) Admin User.
• (b) User.

4.3 The Licensor undertakes to provide and maintain as many Users and/or, where applicable, the Admin User as necessary, according to the terms established in this Agreement or the applicable specific conditions, to enable access to the Software.

4.4 The Licensee will provide the necessary means to ensure that the application’s passwords and access keys remain under their control and are not disclosed, copied, or reproduced by Third Parties, and must safeguard them using physical and logical means.

4.5 The Licensee agrees not to provide the License of Use or access to the Software to Third Parties without the Licensor’s express authorization and prior identification of the Third Parties and the reasons for such access.

4.6 Restrictions and prohibitions

4.6.1 The Licensee undertakes to:

• (a) Not sell, rent, assign, lease, sublicense, transfer, reproduce, display, separate, disconnect, create derivative works, improve, or in any other way distribute or commercially exploit the Software or any of its parts and/or elements.
• (b) Not translate, adapt, or modify the Software in any way without the Licensor’s prior written authorization. The Licensee may also not incorporate the Software into other software or products.
• (c) Not use or link the Software in activities contrary to Applicable Law, morals, or public order. Likewise, the Licensee undertakes not to use the Software for unlawful, prohibited purposes or effects that are harmful to Third Party rights and interests, with the Licensor disclaiming any resulting liability.
• (d) Not subject the Software or any of its elements to activities that lead, directly or indirectly, to its decompilation; involve reverse engineering operations; or ultimately constitute or may constitute reverse engineering, decompilation, or disassembly operations.
• (e) Not use the Software or any of its elements to conduct time-sharing operations, act as an application service provider (ASP) insofar as it enables Third Parties’ access to the Software or any of its components, through rental operations, administrative services, or any similar activities.
• (f) Not develop or promote, directly or indirectly, for themselves or Third Parties, any identical or similar solution to the Software regarding its functionalities, composition, content, object, or purpose during the term of this Agreement and one (1) year after its termination.
• (g) Not provide services, on their own or others’ behalf, nor participate in any way, directly or indirectly, in any business competing with the Licensor, nor carry out, assist, collaborate, or be part of any other business or activity related to the Licensor’s business, either directly or indirectly.
• (h) Not use the Software, the Licensor’s Intellectual Property Rights, or extract or reproduce any elements, texts, or data it contains or made available on the Website, for training artificial intelligence systems, not even through the use of spiders or similar techniques (automated or not), whether for learning or inferring patterns, trends, or correlations, or in particular, for training or feeding artificial intelligence systems, unless prior express authorization is granted by the Licensor or the legitimate holders of intellectual and industrial property rights. For this purpose, the Licensor expressly declares its opt-out.

4.6.2 Limits:

• (a) It is strictly prohibited to use the Software for any purpose other than that expressly stated in this Agreement, unless expressly agreed in writing otherwise.
• (b) The use of the Software does not imply the Licensor’s acceptance, approval, and/or knowledge of any improper use made by the Licensee, as the Licensor only provides the Licensee with the License of Use to make proper use of the Software in accordance with this Agreement. The Licensee is solely responsible for the proper use of the Software.
• (c) The Licensee agrees to use the Software in compliance with applicable data protection regulations, as defined in clause 11.1 of this Agreement, and the confidentiality obligations set out in clause 10 of this Agreement, as well as any other obligations defined herein.

5. REMUNERATION AND PAYMENT METHOD

5.1 Remuneration

5.1.1 The Licensee agrees to pay the Licensor the stipulated fee (the "Remuneration") for the Software license of use, according to the frequency and amount defined in this Agreement or, where applicable, in the specific conditions agreed for the Services, accrued from the Effective Date indicated in this Agreement. The Remuneration may consist of a periodic fee or a fee per document, pages, or number of characters processed through the Software, depending on the contracted modality and the provisions in the specific conditions. In case of conflict between the specific conditions and these Terms and Conditions, these Terms and Conditions will prevail.

5.1.2 The Licensor reserves the right to update the Remuneration, effective at the end of the current Subscription Period, based on changes in use, conditions or functionalities of the Software, number of Users and licenses to be granted, Software updates, or other circumstances at the Licensor's discretion. Any update to the Remuneration will be duly notified to the Licensee three (3) months in advance and will apply to the next Subscription Period.

5.1.3 If the Licensee is entitled to a Trial Period, according to section 1.11, the Subscription Period will start counting from the first day after the conclusion of the Trial Period (unless the User has canceled the Agreement before the end of the Trial Period).

5.2 Invoicing and Payment

5.2.1 The Licensor will issue invoices (preferably electronically), according to the Subscription Period, and at the start of a new Billing Cycle.

5.2.2 The Remuneration will be paid at the start of the Subscription Period and will automatically accrue for equal periods at the beginning of the agreed frequency. The Remuneration paid for the Subscription Period will not be refunded, and the Licensee will have the right to continue using the Service until the end of that period.

5.2.3 Unless expressly agreed otherwise, the Remuneration is expressed in euros, and the Licensee must pay all undisputed invoices at the start of the new Billing Cycle. Unless expressly stated otherwise, the Remuneration will be non-refundable.

5.2.4 The Remuneration will be paid using the payment methods defined by the Licensor. The Licensee will provide the Licensor with the necessary information to pay the Remuneration at the agreed frequency.

5.3 Taxes

5.3.1 The Remuneration will be subject to applicable taxes, levies, charges, and surcharges, according to current legislation, which will be paid by the Licensee.

5.3.2 The Licensor will invoice the Licensee the applicable taxes as a separate item on each invoice. The Licensee will be responsible for paying all sales and use taxes, value-added taxes applicable in any EU member state (VAT), or any other similar tax applicable in any non-EU country, as well as charges related to the contracting or use of the Services by the Licensee.

5.4 Suspension for Non-payment

In the event that the Licensee fails to pay the Remuneration on time and in form, the Licensor reserves the right to suspend access to the Software until payment of the Remuneration, including any applicable surcharges, is made, without prejudice to any other rights or remedies available under this Agreement or Applicable Law.

6. OBLIGATIONS OF THE PARTIES

6.1 Licensor's Obligations

6.1.1 Provision and Availability of the Software: The Licensor agrees to provide the Licensee and its Users with access to the Software, as well as to provide them with the Materials for installation and use, according to the Service contracted by the Licensee. The Licensor also agrees to administer and manage the software, operational, and programming support for User account access.

6.1.2 Service Level: The Licensor will make its best efforts to ensure the availability of the Software, in accordance with market standards regarding security level, redundancy, and quality of service. However, there may be circumstances where the Software is temporarily unavailable, which will not count toward the Service Level, including, for example but not limited to:

• (a) Maintenance tasks, whether adaptive, corrective, preventive, or perfective.
• i. Maintenance tasks will preferably be carried out outside Business Days or normal Software usage hours (between 9 pm and 9 am), according to the official time in Spain (CET/CEST).
• ii. Maintenance tasks and installation of updates or improvements will not count toward availability times, provided they are communicated through the Software at least 48 hours in advance.
• (b) Incidents related to telecommunications network services, such as any interruption in Software accessibility caused by a failure in the hosting provider’s infrastructure or by other service providers to the Licensor or Licensee.
• (c) Also excluded from the above availability time is any unavailability, suspension, or Software performance issue:
• i. caused by factors beyond the Licensor’s reasonable control, including force majeure events or internet access issues;
• ii. resulting from any prohibited, willful, or negligent action or omission attributable to the Licensee, its Users, or a Third Party;
• iii. consequences of the Licensee’s equipment, software, or other technology and/or Third Party equipment, software, or other technology (excluding Third Parties under the Licensor’s direct control and responsibility);
• iv. derived from the suspension or termination of the Licensee’s right to use the Software in accordance with these Terms and Conditions.

6.1.3 Support and Technical Assistance: The Licensee and the Licensor will agree, through the specific conditions and depending on the contracting modality, on the terms of technical support to resolve issues related to the installation, configuration, and/or use of the Software, as well as its remuneration.

6.1.4 Software Updates: The Licensor agrees to perform updates to the licensed Software, ensuring it remains operational with the latest version available, at no additional cost to the Licensee. These updates may include feature enhancements, security patches, and bug fixes, with the Licensor responsible for all costs associated with implementing improvements beyond strict operational updates.

6.1.5 Security and Privacy: The Licensor will be obliged to take all reasonable measures to ensure that the Software is free from viruses, malware, and other harmful components. Additionally, it will comply with Applicable Law and applicable standards regarding privacy and data protection.

6.1.6 Training and Instruction: The Licensor and Licensee may agree, through the specific conditions, on training sessions for the Licensee's Users to ensure proper Software use.

6.2 Licensee's Obligations

6.2.1 Compliance with License Terms: The Licensee agrees to use the Software exclusively in accordance with the terms and conditions set out in this Agreement.

6.2.2 Proper Use of the Software: Under no circumstances may the Licensee decompile, reverse engineer, disassemble, or attempt to derive the Software’s source code, except to the extent expressly permitted by applicable law.

6.2.3 Payment of Remuneration and Fees: The Licensee agrees to pay the Remuneration and all applicable fees and charges as stipulated in this Agreement, punctually and according to the agreed payment terms.

6.2.4 Confidentiality: The Licensee agrees to maintain the confidentiality of the Software and any related documentation, not disclosing, copying, or distributing such information to Third Parties without the Licensor’s prior written consent.

6.2.5 Assistance: The Licensee will provide the Licensor with information and commercially reasonable assistance to ensure the proper functioning of the Software.

6.2.6 Incident or Problem Notification: The Licensee must notify the Licensor of any problem, fault, or defect in the Software within a reasonable time after detecting it and cooperate in good faith with the Licensor in resolving such issues.

6.2.7 Password Breaches: In the event of loss or theft of the Software access credentials or suspicion of unauthorized access by Third Parties, the Licensee will immediately notify the Licensor so that technical measures can be taken. Meanwhile, any damage or loss resulting from such access will be the sole responsibility of the Licensee, as it constitutes a breach of these Terms and Conditions.

6.2.8 Usage Restrictions: The Licensee must not use the Software for any illegal purpose, nor allow Third Parties to access the Software without the Licensor’s express authorization. In addition, the Licensee must not sublicense, rent, lease, transfer, or otherwise make the Software available to Third Parties without the Licensor’s prior written consent.

6.2.9 Backup and restoration: The Licensee is responsible for periodically backing up the data generated or stored through the use of the Software and having a restoration plan in case of data loss.

6.2.10 Compliance with laws and regulations: the Licensee shall use the Software in compliance with the Applicable Law and the laws and regulations applicable in its domicile or residence, including, without limitation, the regulations on data protection and prevailing standards. The Licensee acknowledges that the Licensor has no control over the content of the information entered into the Software by the Licensee or the Users. The Licensee will be solely responsible if it uploads, reproduces, or alters any information or other material protected by copyright, trade secret, data protection regulations, or any other rights, without first obtaining authorization from the rights holder.

6.2.11 Users: the Licensee shall be solely responsible for any acts and omissions of its Users and must limit access to the Software to the Users.

7. INTELLECTUAL PROPERTY RIGHTS

7.1 Licensor's Intellectual Property Rights

7.1.1 The Licensee expressly acknowledges the Licensor's exclusive ownership and title over all Intellectual Property Rights related to the Software, Materials, and any of their components.

The Licensor, as the exclusive owner and holder of the Software, may freely dispose of it, including transferring, assigning, or licensing its ownership to any Third Party.

7.1.2 The Usage License does not grant the Licensee any rights in or over the Software, except for the right of use granted by the Usage License, which is revocable in accordance with the terms of this Agreement.

7.1.3 The User agrees not to remove, delete, alter, tamper with, or in any way modify:

• Those notices, legends, indications, or symbols that the Licensor, as the legitimate holder of the Intellectual or Industrial Property Rights, incorporates into its properties (such as copyright, ©, ®, and TM, etc.).
• The technical protection or identification devices that may be contained in the Software or the Materials (such as watermarks, fingerprints, etc.).

7.2 Third-Party Intellectual Property Rights

7.2.1 The Licensor guarantees that the Third-Party Intellectual Property Rights used by the Licensor as part of the Software have the appropriate usage license from the Third-Party owners or licensors with sufficient sublicensing rights to grant this Agreement.

7.2.2 The Licensor informs that the Software may contain, interact with, or include free or open-source software or standardized icons and other graphic elements licensed under open conditions, and the Licensee is aware of this. In any case, the Licensor guarantees that the use of Third-Party Intellectual Property Rights in relation to the free or open-source software does not contravene the license terms and conditions of those Third Parties.

7.3 Improvements and suggestions

7.3.1 The Licensor reserves the right to enhance or develop the Software and Services, including improvements or updates based on the use of the Software.

7.3.2 To this end, the Licensee grants the Licensor a sublicensable and irrevocable license, without territorial or temporal limitation, to use and incorporate into the Software any suggestion, improvement request, recommendation, or other feedback, comments, or interactions provided by the Users with the Software, including the information, documentation, or data uploaded to the Software.

7.3.3 For this purpose, the Software may temporarily store, in an anonymized or obfuscated form, extracts of the documents or data provided by the Licensee, to be used exclusively for service delivery and continuous improvement of the Software.

7.4 Trademarks and distinctive signs

7.4.1 The Usage License includes a non-exclusive, territory- and subscription period-limited, non-transferable and non-sublicensable license to display the Licensor's trademarks and distinctive signs that identify the Software. The Licensor does not grant, explicitly or implicitly, any other rights over them, except for the aforementioned license of use.

7.4.2 The Licensor may use the corporate name and trademarks and distinctive signs of the Licensee solely for the purpose of customization of the Software and only for display during the Licensee's use of the Software; this authorization does not imply any license beyond the mentioned use.

7.4.3 Unless expressly and in writing authorized by the Licensee, the Licensor shall not use the Licensee's corporate name and trademarks and distinctive signs as commercial references. If an agreement is reached in this regard, both Parties may promote this Agreement as a success story and distribute it through the channels they deem appropriate, duly citing the other Party.

7.5 Confidential Information and Trade Secrets

7.5.1 The Licensee expressly acknowledges that the Confidential Information may not be used for purposes other than those expressly stated in this Agreement nor disclosed to Third Parties, all in accordance with the terms established in clause 10 "DISCLOSURE OF KNOW-HOW AND DUTY OF CONFIDENTIALITY" of this Agreement.

7.5.2 Likewise, the Licensee acknowledges that the Software, the Materials, or their related Intellectual Property Rights may contain information qualifying as trade secrets, belonging to the Licensor, and protected by Law 3/1991, of January 10, on Unfair Competition, Directive (EU) 2016/943, and Law 1/2019, of February 20, on Trade Secrets, as well as applicable international treaties.

8. WARRANTIES AND LIABILITIES

8.1 Warranty of Intellectual Property Rights Ownership

The Licensor guarantees that, to the best of its knowledge and belief, the Software under License does not infringe Third-Party Intellectual Property Rights. Furthermore, as of the Effective Date of this Agreement, it has not been notified, directly or indirectly, of any claim, demand, petition, or request, judicial or otherwise, regarding infringement by the Software of any Third-Party Intellectual Property Rights.

8.2 Functionalities and lack of warranties

8.2.1 The Software under License is provided "as is," that is, with all its possible failures and errors (bugs), and suitable to fulfill the specific purpose indicated in clause 2. Therefore, it is provided to the Licensee without any warranty, without prejudice to the Licensor's responsibility to adopt suitable measures to minimize the duration and scope of such failures and errors.

8.2.2 The Licensor disclaims any other type of warranty or representation, whether implied or explicit, including warranties of merchantability, title, operation, quality, non-infringement of rights, or fitness for a particular purpose, as well as implied warranties that may arise from the course of dealing or performance.

8.2.3 The Licensor does not guarantee that the Software will meet the Licensee's expectations, nor its uninterrupted, secure, or error-free availability and functionality. The Licensor also does not guarantee the quality of the results obtained from the use of the Software or that they will meet the Licensee's expectations, nor their accuracy or reliability, and in particular, cannot guarantee complete or correct semantic interpretation or the identification of texts, characters, and, in general, written documents provided to detect possible inconsistencies, errors, or other deficiencies in the writing.

8.2.4 The Licensee shall be solely responsible for the use of the data obtained by itself through the Software, a responsibility that also extends to any damages that may arise from such use. The Licensee undertakes to notify and communicate the liability regime indicated in this clause to its Users.

8.2.5 The Software and Services may vary depending on the device and the browser or operating system, and their functions may also differ between devices. The Licensee acknowledges that the use of the service may require Third-Party software subject to Third-Party Intellectual Property licenses.

8.3 Limitations of liability

8.3.1 The Licensor shall only be liable for damages caused to the Licensee when they are directly derived from an error or defect in the Software. The Licensor's liability shall not extend to indirect or consequential damages, loss of profit, or loss of benefits of the Licensee of the Software. In any case, the Licensor's liability shall be limited to the total Remuneration paid by the Licensee.

8.3.2 The Licensee is solely responsible for the truthfulness, adequacy, and correctness of the information and documentation provided or used in the Software.

8.3.3 The Licensor shall not assume any responsibility for non-compliance with this obligation, nor for the abuse, unforeseen or improper use, or unauthorized modification of the Software by the Licensee, the Users, or any Third Party. Nor shall it be responsible for operational failures and errors or damages caused by use by unauthorized or inexperienced persons. If the Licensee detects technical or usage errors, it must report them to the Licensor, who will resolve them free of charge.

9. DURATION AND TERMINATION OF THE AGREEMENT

9.1 Duration of the Agreement

9.1.1 This Agreement, as well as the Usage License, will have the agreed duration according to the Subscription Period from its Effective Date.

9.1.2 Notwithstanding the foregoing, the Parties may terminate this Agreement prior to the expiration of the Subscription Period if the other Party: (a) seriously or repeatedly breaches the obligations assumed under this Agreement; (b) enters into voluntary or mandatory liquidation or bankruptcy or suspension of payments; (c) enters into or decides to enter into any legal business or procedure whereby all or a significant part of its assets benefit its creditors in general or some in particular; (d) a court orders its liquidation and/or dissolution, and/or a judicial administrator or similar figure is appointed over all its assets or estate; or (e) any of the causes provided for under the Applicable Law arise.

9.1.3 Without prejudice to the above, the Licensor shall be entitled to terminate this Agreement automatically by simply notifying the Licensee in the following cases:

• (a) Non-payment of Remuneration: the Licensor reserves the right to suspend access to the Software if the Licensee fails to timely pay the Remuneration or any undisputed amount owed to the Licensor under this Agreement. The suspension of the Services will not release the Licensee from its payment obligations under this Agreement.
• (b) Fraudulent use: the Licensor reserves the right to suspend access to the Software if it reasonably concludes that the use of the Software by the Licensee or the Users (or a Third Party for which the Licensee is responsible) is causing harm to the Licensor or Third Parties.
• i. Unauthorized use of the Software or substantial or repeated breach of this Agreement or signs thereof.
• ii. Repeated use of the Trial Period.
• iii. The personal or billing information provided is false or inaccurate.

9.1.4 Damages: the termination of this Agreement shall be without prejudice to the payment of any damages that may apply in accordance with articles 1101 et seq. and 1124 of the Civil Code.

9.1.5 Update of Remuneration or Software: in the event of an update to the Remuneration or a detrimental modification of the Software's functionalities, the Licensee shall have the right to terminate this Agreement within 30 days prior to the applicability of the new conditions.

9.2 Revocation of the License

9.2.1 The Usage License granted over the Software will automatically end once the Subscription Period ends or if this Agreement is terminated, becoming automatically null and void.

9.2.2 In the event that the Usage License expires or the Agreement is otherwise terminated, the Licensee shall immediately cease using the Software and destroy or return to the Licensor all Materials and, in general, all Confidential Information provided.

10. DISCLOSURE OF KNOW-HOW AND DUTY OF CONFIDENTIALITY

10.1 Under this Agreement, the Disclosing Party may disclose Confidential Information to the Receiving Party.

10.2 The Receiving Party undertakes to take the necessary and appropriate precautions to keep the Confidential Information secret and reserved, and in particular to:

10.2.1 Use the Confidential Information confidentially.

10.2.2 Not disclose or communicate the Confidential Information provided by the Disclosing Party.

10.2.3 Prevent copying, disclosure, or access to the Confidential Information by Third Parties, except with the express and written authorization of the Disclosing Party and only under the terms of such authorization.

10.2.4 Restrict access to the Confidential Information to their respective employees, associates, subcontractors, limiting it to those who, by their functions or role, must or should have access to the Confidential Information, warning them of this duty.

10.2.5 Use the Confidential Information or parts thereof exclusively for the purposes of executing this Agreement.

10.3 Excluded from this commitment is information that:

10.3.1 is public knowledge or becomes public knowledge by means other than a breach of the confidentiality rights of the Disclosing Party, or

10.3.2 has been independently generated by or for the Receiving Party, without any connection to the Confidential Information, and provided that such generation can be documented upon request of the Disclosing Party, or

10.3.3 was known by the Receiving Party prior to the date it was received from the Disclosing Party, provided that the Receiving Party can demonstrate it with documentation, or

10.3.4 is received from a Third Party that does not require secrecy, or must be disclosed in accordance with Applicable Law or by judicial or administrative requirement.

10.4 The confidentiality and non-use obligations of the Receiving Party regarding the Confidential Information contained in this clause shall not terminate and shall remain in effect indefinitely until the Confidential Information becomes public domain, without breach or violation of the confidentiality obligations of the Receiving Party or a Third Party.

10.5 Once this Agreement has been terminated, the Receiving Party shall, without undue delay, return the Confidential Information and destroy any copy, summary, synopsis, abstract, extract, modification, transformation, or translation of the Confidential Information it has made. Compliance by the Receiving Party with the obligations set out in this paragraph shall not constitute termination or limitation of the obligations assumed in the preceding paragraphs.

11. DATA PROTECTION

11.1 The Parties ensure and undertake to comply with the applicable personal data protection regulations and, in particular, with the provisions of Regulation (EU) 2016/679, General Data Protection Regulation ("GDPR"), Organic Law 3/2018, of December 5, on Personal Data Protection and guarantee of digital rights, and any regulations that supplement or replace them or that apply under Applicable Law (jointly, the "applicable data protection regulations").

11.2 Personal data of signatories, employees, and contact persons of the Parties

11.2.1 For the execution of this Agreement, it is necessary for the Parties to communicate personal data relating to signatories, contact persons, and employees managing their relationship with the other Party, as well as the Users.

11.2.2 The personal data of the contact persons or employees of the Parties, as well as any individual providing services to them, shall be the minimum necessary for professional contact, being processed by and under the responsibility of the other Party for the purpose of managing the contractual and/or commercial relationship established under this Agreement. The legal basis for processing the personal data is the execution of the Agreement and the legitimate interest of the Parties in the development, maintenance, and execution of the Agreement. The Parties undertake to inform these data subjects of the communication of their data to the other Party for the stated purpose.

11.2.3 The personal data being processed will be kept for the duration of this Agreement and, where applicable, thereafter to the extent that contact and potential commercial relationships between the Parties continue. After these periods, the data will be kept, duly blocked, during the limitation periods for the legal obligations of the Parties and any potential liabilities arising from the processing of such data.

11.2.4 No communication of personal data to recipients or international data transfers to third countries or international organizations is foreseen.

11.2.5 Data subjects whose data are provided by the Parties as indicated above may at any time exercise their rights of access, rectification, erasure, objection, restriction of processing, and data portability by writing to the addresses set out in the heading of this Agreement. They also have the right to request the protection of the competent supervisory authority.

11.3 Access to personal data on behalf of and for the account of the Space as a result of the provision of the Services

11.3.1 As a consequence of the provision of the Services, the Licensor may potentially access personal data for which the Licensee is the data controller, with the Licensor acting as data processor.

11.3.2 The processing activities that the Licensor may carry out on the personal data are as follows: collection, structuring, storage, consultation, comparison, erasure, retention, recording, communication by transmission, and interconnection.

11.3.3 The Licensor undertakes to comply with all obligations corresponding to it under Article 28 of the GDPR and the applicable data protection regulations. To this end, the following obligations are established:

• (a) The Licensor undertakes to process personal data only following the Licensee's instructions.
• (b) The Licensor guarantees that the persons authorized to process personal data within its organization and who, to properly develop the Software, access personal data, have committed to confidentiality or are subject to an adequate legal obligation of confidentiality.
• (c) The Licensor will implement all appropriate technical and organizational security measures to ensure a level of security appropriate to the risk, in accordance with Article 32 of the GDPR.
• (d) Sub-processors: if certain services are subcontracted or certain Software functionalities adopted that, in the execution of this Agreement, involve access to the Licensee's Personal Data by Third Parties, the Licensor will formalize a contract with such sub-processor containing the personal data protection obligations set out in this clause.
• (e) The Licensor will assist and support the Licensee, whenever possible, in complying with the Licensee's obligation to respond to rights requests.
• (f) The Licensor will assist the Licensee in ensuring compliance with obligations relating to data processing security, notification of personal data breaches, data protection impact assessments, and prior consultation, as set out in Articles 32 to 36 of the GDPR. The Licensor will notify the Licensee without undue delay and, where possible, within 72 hours of becoming aware of a personal data breach.
• (g) The Licensor will delete or return all personal data at the end of the provision of processing services and will delete existing copies unless retention of personal data is required under Applicable Law. However, the Licensor may, in any case, retain the data, duly blocked, insofar as liabilities may arise from its relationship with the Licensee.
• (h) The Licensor will make available to the Licensee all information necessary to demonstrate compliance with the obligations set out in the applicable data protection regulations and will allow and contribute to audits, including inspections, by the Licensee or another auditor authorized by the Licensee, with the costs of such audits borne by the Licensee.

12. MISCELLANEOUS

12.1 Modifications and entirety

12.1.1 The Licensor may modify these terms of use of the Software to adapt to its technological and commercial environment, as well as to comply with current legislation. Any modification of these terms may be announced through the Software with mention of the effective date.

12.1.2 This Agreement, together with its Annexes, contains all agreements between the Parties regarding the subject matter of the Agreement.

12.2 Assignment to Third Parties

12.2.1 The Licensee may not assign, transfer, encumber, or subrogate to Third Parties, in whole or in part, the rights and obligations set forth in this Agreement unless it obtains the Licensor's express written consent. Any assignment, transfer, encumbrance, or subrogation to Third Parties without the Licensor's prior authorization shall be null and void, including to companies participated by the Licensee.

12.2.2 The Licensor may freely transfer or assign, without any penalty, its contractual position to another company within its corporate group so that it subrogates into its contractual position.

12.3 Partial Nullity

If a court of law or any competent authority declares any clause of this Agreement null or unenforceable, the rest of the Agreement shall remain fully valid and effective, except where the clause declared null or unenforceable is of such a substantial nature that it frustrates the economic, legal, and commercial objectives pursued by the Parties.

12.4 Independent Parties

Licensor and Licensee are, in any case, independent contracting parties. Under no circumstances does the Agreement create any relationship between the Parties other than that derived from its strict content, and its clauses do not create or establish any agency, employment, franchise, joint venture, or company relationship or confer legal representation on either Party to act on behalf of the other.

12.5 Waivers

No waiver or forbearance in exercising any rights or powers belonging to the Parties under this Agreement shall constitute a waiver of their future exercise.

12.6 Communications

Any communication from the Licensor to the Licensee regarding the obligations set forth in this Agreement shall be addressed to the email address provided by the Licensee when subscribing to this Agreement or to the email address provided for such purposes.

12.7 Applicable Law

This Agreement is expressly subject to Spanish common law.

12.8 Arbitration / Jurisdiction

12.8.1 If the Licensee is a final consumer residing in a Member State of the European Union, any claim, cause, or dispute arising as a result of these Terms and Conditions may be resolved in the competent court where the Licensee has its habitual residence. To this end, we remind you that you may file any claim with our Customer Service, either through the Website or using the contact details indicated in this Agreement. We also inform you that the European Commission provides an online dispute resolution platform for consumers, available at the following link: http://ec.europa.eu/consumers/odr.

12.8.2 In all other cases, the Parties agree that any dispute, disagreement, issue, or claim arising from the execution or interpretation of this Agreement or related to it, directly or indirectly, shall be definitively resolved through arbitration in law within the framework of the Madrid Court of Arbitration, which is entrusted with administering the arbitration and appointing the arbitrators in accordance with its Rules and Bylaws. The Parties expressly state their commitment to comply with the arbitral award issued. Alternatively, in any dispute relating to the Agreement, directly or indirectly, the Parties irrevocably submit, with express waiver of any jurisdiction that may apply to them, to the jurisdiction of the Courts and Tribunals of the city of Madrid.

12.9 Language

The language applicable to these Terms and Conditions and the Usage License is Spanish. Versions in other languages are offered for the Licensee's convenience and understanding. Consequently, in the event of any contradiction between the content of the Spanish version of these Terms and Conditions and any of their translations, the Spanish version shall prevail.