LICENSE AGREEMENT FOR THE USE OF SOFTWARE AND PROVISION OF ADDITIONAL SERVICES 

EXPOSED 

I.- That the Company has developed a series of tools and software for the provision of web security and data protection services, the description of which can be found on its website https://suments.com  of which it is the owner of the intellectual and industrial property rights and the exploitation rights. 

II.- The Client is interested in the use of the aforementioned services and software tools of the Company, for the analysis of Web Resources ( servers, web pages, AWS, Cloud platforms, etc.). etc), own or third-party, in order to determine the existence or leakage of metadata, issuance of result reports and cleaning of such metadata, in any of its modalities, namely,  

FREE.- It consists of a user license, at no cost to the Client, which allows the Client to run five (5) analyses, issue a simplified risk report, for each of these analyses and store them in the Cloud for a period of six (6) months. 

PROFESSIONAL.- It consists of a license to use for a price, for the Client, which allows it to execute unlimited analyses, issuance of a simplified risk report, for each of these analyses and its Cloud storage for a period of twelve (12) months. The cost of the service is defined for the customer in Annex I to this contract.  

MONITORING SERVICE.- In addition, the MONITORING service may be contracted, as a complement to the Professional modality, consisting of the monitoring, with the assiduity determined by the Client, and in an unlimited way, of the web resources, own or third-party, that it deems appropriate, the issuance of a complete and detailed risk report, for each of these analyses and their cloud storage for a period of 24 months. In addition, the METADATA CLEANUP service/tool is included, to eliminate existing leaks. Likewise, the Client, where applicable, may give its own client (Third Party) access for its own monitoring follow-up, and exclusively applicable to its own web resource, if it so wishes. The cost of the service is defined for the customer in Annex I to this contract. 

CLOUD STORAGE SERVICE.- In addition, as a complement to the Free and Professional modality, the cloud storage service is provided of the information obtained in the analyses carried out by the Client, complying with the applicable security and data protection regulations. The cost of the service is defined for the customer in Annex I to this contract. 

III.- The Client declares to be aware of the functionalities, technical and operational characteristics of the software and access maintenance service (SAS), as well as the operation, technical and operational characteristics of the monitoring service, and cloud storage of the information, including the type of information and its presentation, obtained, through the Company's software tools and service.  finding all of this suitable to your needs, and therefore wishes to contract with the Company, the products and services defined in Annex I, and consequently, 

Both parties acknowledging sufficient capacity to sign this document, sign this Software Use License and Additional Services Provision Agreement, based on the following: 

CLAUSES 

FIRST.- PURPOSE  

The Client hereby contracts with the Company, the additional products and services, specified in Schedule I.  

The services contracted by the client, and especially each license of use, are considered nominal, personal and non-transferable, non-exclusive, temporary and limited to the territorial area for which the product or service is contracted, specified in Annex I. 

The Company undertakes, solely and exclusively, to provide online access to its software and tools (SAS), as well as to maintain the operational service, except in cases of force majeure, and to provide the contracted additional services. Under no circumstances shall other products, additional or complementary services be deemed to have been contracted or incorporated, which have not been specifically detailed and/or contracted, in accordance with Annex I, such as technical support (beyond simple access), training, implementation and other similar services, which, where appropriate, will be budgeted and incorporated by means of an annex to this contract and invoiced separately. 

Also not included are adaptations, implementations, implementations or parameterizations with the Client's systems, adaptive maintenance, or substantial or extraordinary legal changes, which, where appropriate, will be budgeted and incorporated by means of an annex to this contract and invoiced separately. 

The architecture, functionality, conditions of access and provision of the service shall be in accordance with the terms defined in this contract, in its annexes, and in the terms defined in www.suments.com .  

CLAUSE.- RESPONSIBILITY AND INFORMATION TOWARDS THIRD PARTIES 

The Client, within the scope of its activity, and/or the provision of services, directly to its own end customers (Third Parties) will only use, for them, the software tools and services contracted, under its own responsibility and under the contract that the Client has signed with them (Third Parties), in compliance with current regulations, and in which it must warn its customers (Third Parties),  on the functionalities, technical and operational characteristics of the software and access maintenance service (SAS), as well as the operation, technical and operational characteristics of the monitoring service, and cloud storage of the information, including the type of information and its presentation, obtained through the Company's software tools and service. It will also report on the measures and regulatory compliance that, where appropriate, it will carry out, depending on the content of the information obtained. 

The Client is responsible to its own clients (Third Parties), to whom it provides its services, for compliance with current regulations, exempting the Company from any liability in this regard. 

CLAUSE.- CUSTODY OF INFORMATION-CLOUD STORAGE- 

The Company will limit itself to storing the information obtained, for or by the Client, and keeping it at its sole and exclusive disposal, or that of Third Parties, if authorized and consented to by the Client, and in accordance with the existing regulatory compliance policy, and that the Client has also established for this purpose, within its own organization.  for which it is solely and exclusively responsible, without prejudice to the compliance that, in view of its own obligations, the Company must fulfill. In any case, the client can download the reports obtained to their own system.  

The storage period will be that corresponding to each of the contracted modalities, in accordance with Annex I.   

The storage limit will be determined, where appropriate, based on the number of web resources analysed and monitored, being in principle unlimited, but the parties expressly agreeing that the Company, where appropriate, may impose a limit proportional to the volume of monitoring, if necessary, and at any time.   

CLAUSE.- WARRANTY AND RESPONSIBILITIES 

The Company declares that the software does not infringe the rights of third parties in the territorial area for which the service is contracted, specified in Annex I, nor does its operation, in any way, violate security systems (antivirus, firewall, passwords, etc.). etc), but simply accesses public or, where appropriate, private areas and under the authorisation of the Client or Third Parties, on behalf of the latter, and carries out a tracking, obtains information that it stores in strict compliance with current regulations, and makes it available to the Client or authorised Third Party.  

In any case, if the Client receives any complaint to this effect at any time, he/she must communicate this circumstance to the Company, immediately, within 24 hours of receiving the complaint, in order to be able to evaluate the situation and, where appropriate, adopt the measures that, together with the Client,  safeguard the indemnity of all parties and, where appropriate, the satisfaction of the claimant. 

For the above purposes, the Client undertakes to provide the Company with the necessary information and documentation, as well as a detail of its action towards the claimant, which allows a correct and adequate assessment of the situation to be made, and, if it deems it necessary, the Client undertakes to assign to the Company the management and resolution of the incident or direction of its defense or evacuation.  including judicial proceedings or before any other body, public or private, that hears the same, or conflict resolution. Otherwise, if existing claims are not communicated within the stipulated period, or the lack of cooperation for their resolution, the Company will never be liable to the client, or to Third Parties or the claimant. 

Under no circumstances shall the Company be liable to the Client or Third Parties in the event of access to or improper use by them of the software-tools, services, or information obtained through it.  

In any case, the Client accepts that the software whose use is transferred, as well as the product thereof, constitute a work tool determined to complement, but not to replace human labor, the responsibility of which falls solely and exclusively on the Client. For these purposes, the Client acknowledges that the tool carries out automated tracking, which leads to the obtaining of information, however, incidents may occur that determine some inaccuracy or lack of exhaustiveness of the conclusions or data, so human action and analysis is always required, which corresponds exclusively to the Client. Consequently, the Company is not responsible for the lack of veracity, accuracy, exhaustiveness and/or timeliness of the data and information found. 

Since the Client is aware of the software whose use is transferred, its operation and product, the Company cannot be held responsible for erroneous expectations regarding it. 

The Company will not be liable in cases of non-compliance due to force majeure, and in general for any event beyond the Company's control, which meets the circumstances of unpredictability, irresistibility and externality.  

CLAUSE.- PRICE AND PAYMENT TERMS 

The price and method of payment agreed between the parties, for the contracted services, will be as defined in Annex I of this contract.  

To the price agreed in Annex I, for each product, concept or service, the applicable taxes will be applied and added, in the territorial scope of application. 

Billing will be carried out, from the signing of this contract, in the chosen way.  

Payment will be made within five days of the invoice being issued, by direct debit, to the account designated for this purpose. 

The agreed prices do not include the technology necessary for access to the application, nor the adaptations or services that the client requires, within the scope of its organization, to make use of the tool-software and services contracted, which will be at the customer's expense, as well as any other tool, software or service specifically not included or defined in this contract or annex.  The parties agreeing as an essential element, that there is no room for analogous, extensive, inclusive or similar interpretations in this regard. 

Specific conditions of the monitoring service: 

The Client's own web resources are understood to be the resources directly belonging to the Client, identified by their tax identification number, and not any other type of permanent establishments, subsidiaries, etc. etc on which they depend. Consequently, natural and legal persons, bodies, bodies, bodies, and any type of entity that, although dependent on or having some type of relationship with the Client, cannot be considered the client in itself, taking the latter's tax identification number (CIF) as the first and best reference, are excluded.  

The Client becomes obliged to pay the agreed price, regardless of whether or not the Client has collected, from its own Client (Third Party), and the settlement and payment is made by the Company to the Client, on a Monthly/Annual basis, as agreed.  

By price or billing, it is understood the price of the service that the Client has agreed with its own client (Third Party), and that it also invoices to the latter, as a result of the contracted service, without the possibility of deducting from it in any case, operating costs or infrastructure of the Client, for its commercial tasks or the provision of the service to this Third Party.   

For the above purposes, the Client undertakes to provide the Company, prior to and within the month prior to each billing period, with the information necessary to determine the additional price of the monitoring service, indicted to its billing. Such information shall contain, at a minimum: 

• Book of invoices issued, detailing, Customer Name, CIF, date and invoice number, Base, VAT and Total, in Excel format. 
• At the request of the Company, the documents, invoices, related to the previous point.   

In the event that discrepancies arise between the information provided to the Company by the Client, both parties, by the mere fact of communicating the discrepancy, are obliged and undertake to accept the intervention of an expert/auditor, chosen indiscriminately by the ICAC, who determines, where appropriate, what the correct figure is,  which must be accepted by both parties. In any case, the Client is obliged to pay the calculated price, in the amount about which there is no dispute.  

In the event that the Client does not provide the necessary and appropriate information for the purpose of determining the additional price of the license, the Company is expressly authorized, through this clause, to interrupt, if applicable, the use or license of the tool, software and/or access services, as long as such information has not been provided to the Company.  the right way.  

CLAUSE.- CONDITIONS AND LIMITATIONS OF USE 

The client contracts the use of the tool-software and additional services, in the modality specified in Annex I, which will be carried out under the premises of this contract. 

Only one simultaneous use/access is allowed per License, so that the use of the same account (license) by different users is not allowed, nor simultaneously, either via web, mobile application or other device, if any, the company reserves the right to interrupt the service if it detects fraudulent or multiple use by the same user.  

CLAUSE.- ENTRY INTO FORCE AND DURATION OF THE CONTRACT 

This contract shall enter into force as of the date indicated in Annex I and shall have the duration indicated therein, and shall be tacitly extended for successive annual periods, unless denounced by either party, three months in advance, notifying the other party of its intention not to renew them, by the established means of communication. 

The Company shall have the right to modify the conditions of the license of use or service, according to the current situation of the product and its functionalities at the time of its corresponding extensions or renewals. Once the modifications are known, the Client may not accept them, even after the notice period has passed, and the contract will be terminated. 

During the entire term of the contract, the services subject to the contract will be provided, without prejudice to the provisions of the clause on causes for early termination and suspension of the service and the rights and obligations whose effects exceed the period of validity of the contract, that is, the obligations of confidentiality and respect for the intellectual and industrial property owned by the Company. 

CLAUSE.- USE OF THE REPORTS OBTAINED-SAFEGUARDING OF INTELLECTUAL PROPERTY 

The client may include in the reports obtained, as well as in any other document related to the use and service of the software and tools subject to this contract, its image or logo, although it must safeguard at all times, the origin and intellectual property of the software-tool that generated them, making clear and legible references.  to the company, as the owner of the software. This safeguard shall be deemed to have been complied with, with the inclusion, in a clear and legible manner, of the expression "... by SUMENTS..." in an easily visible place, in font size suitable for reading, on all supports, even partial, of any kind, used in relation to or reference to the software and service contracted.  

CLAUSE.- BREACH AND EARLY TERMINATION OF THE CONTRACT 

In the event of a serious breach of contract, termination or early termination, the Company reserves the right to limit, suspend or terminate the use of the license, access and use of the software by the Client, adopting any technical measures that are necessary to give effect to such reservation. 

The Client is also obliged to pay the total annual price of the product and services contracted, in accordance with Annex I, setting in the case of an indexed price agreement a percentage of the customer's turnover (MONITORING SERVICE), the one obtained by a Client with similar characteristics, in application of similar services-products, but not similar,  or, in the event that there is no reliable comparison in this regard, the one resulting from a calculation of market forecasts, in relation to the software and service contracted, for companies similar to, but not similar to, the Client company. All this, without prejudice to the pecuniary claim that, for compensation of the damages incurred, corresponds to the Company against the Client. 

A serious breach of contract shall be deemed to be when: 

• The Client does not comply with its financial commitments arising from this contract. 
• The Client infringes the intellectual or industrial property rights of the Company. 
• The Client is in the process of dissolution or liquidation, or is in bankruptcy or bankruptcy proceedings, even if this has not been declared. 
• The Client does not inform, within the following 24 hours, to the Company, of any complaints that, if any, may be filed due to malfunction or abnormal functioning of the software-tools or services contracted. 

CLAUSE.- CONFIDENTIALITY 

The Client agrees to keep confidential all information concerning the Company and its products or services, which is provided to it in the performance of this agreement, or to which the Client has access as a result of this agreement. 

Confidential information shall be considered any non-public information, verbal or written, that originates from or is related to the Company and its software-tools or services, and is likely to be revealed, referring as such, including but not limited to, this contract, its annexes, concepts, ideas, techniques, drafts, diagrams, explanations,  information, methodologies, user interfaces, graphical interfaces, know-how, trade secrets, software, applications, technical, commercial, organisational information... etc. 

For these purposes, the information and reports resulting therefrom, prepared with the use of the tool or software, made available to the Client, and subject to compliance and regulatory obligations arising from the custody and use of the information itself, by the Client, will not be considered confidential information. 

CLAUSE.- INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS 

The Client recognises the intellectual and industrial property rights of the Company over the software-tools whose use is ceded and its product, and undertakes and undertakes, either directly or through other entities or persons, natural or legal, or entities without personality, bodies or organisms, not to claim, or register,  directly or indirectly, any intellectual and industrial property rights related to the software whose use is assigned or its product, or any other software or product of the Company, about which you have become aware, by virtue of your commercial or contractual relations with the Company. 

For the purposes of this contract, Intellectual and Industrial Property Rights are considered not only the programming and components of the software-tools, but also all the rights recognized by any applicable regulations for this purpose, including Know-How, whether registered or unregistered, and including in any case the power to request the appropriate registrations and registrations to obtain and/or protect these rights.  

The Client will not market or advertise as its own, the software-tools or product, the use of which is ceded, in any case and unless expressly given written consent, by the Company. 

CLAUSE - PROHIBITION OF SUBROGATION OR ASSIGNMENT OF THIS CONTRACT AND THE SERVICES SUBJECT TO IT IN THE EVENT OF SEPARATION, SPIN-OFF, MERGER 

The license of use is granted, solely and exclusively to the Client, making use of it by its employees, and its use by any person outside the Client is totally prohibited. For these purposes, the use or use of the software and/or service by persons, employees unrelated to the client, including, if they are subsidiaries, group companies, or permanent establishments, or natural and legal persons, organs, bodies, and any type of entity that, although depending on or maintaining some type of relationship with the Client,  cannot be considered the client in itself, taking as the first and best reference the tax identification number (CIF) of the client, or in any way linked to it. 

The assignment or subrogation of this contract, by any form or manner, including the spin-off, separation or merger of companies, or similar or related figures, by which other persons other than the Client arise, is totally prohibited. In this regard, it will be the Company that will freely determine who, if any, is responsible for the ownership of the contract, of the legal relationship, as a Client, from among the resulting or existing ones. If disagreements arise in this regard, and until these are resolved, it will also be the company, which, where appropriate, may decide either to suspend the execution of the contract, or, even in cases of mutual competition between the resulting Clients, to grant a license of use and service to both, and for the price agreed in the contract,  which will apply to each of them, in its entirety. To this end, it is recalled that the granting of a licence of use is not exclusive in any case. 

CLAUSE.- PRE-EXISTING CONDITIONS 

This agreement and its annexes supersede any existing agreements, whether oral or implied, or prior negotiations. 

CLAUSE.- COMMUNICATIONS AND NOTIFICATIONS  

For the purposes of this contract, the parties establish as means of communication and notifications the following, which are set out in Annex I. 

CLAUSE.- JURISDICTION AND APPLICABLE LEGISLATION  

This contract is of a commercial nature, and will be governed by its own clauses, and, in what is not applicable, or in what is not provided, by the provisions of commercial legislation, and other applicable laws, to the territorial scope of operation of this contract, special or ordinary, and to commercial uses. 

The parties submit, at their option, for the resolution of disputes and waiving any other jurisdiction, to the competent courts and tribunals in accordance with the Law applicable to the territorial scope of application of this contract. 

When, in the case of consumers and users, as defined in the applicable laws, any regulation or legislation for the protection and defence of these is applicable in the territorial scope of operation of this contract, the aforementioned regulations shall prevail. 

And as proof of compliance, both parties sign this contract in duplicate and for a single purpose.