Software se license assignment agreement

INTERVENE

DIGITAL RETAIL TECHNOLOGIES SL, with VAT No B70567656 and address at Serrano str.19, floor 6, DCHA, Madrid, hereinafter "the LICENSOR"; incorporated before the Notary Public of Mr. Manuel Tejuca García, on September 27, 2018, with protocol number 3321, and is duly registered in the Mercantile Registry of A Coruña, on the one hand.

On the other hand, the Client, hereinafter "the LICENSEE" is a legal person or an individual of legal age, or a self-employed person.

All the parties mutually recognise the legal capacity of Law necessary to conclude this AGREEMENT FOR THE SOFTWARE USE LICENSE ASSIGNMENT and for this purpose, freely and by mutual agreement, ‍

EXPOSE

First. - That the LICENSOR is a commercial company with the corporate purpose to consult and work in the field of technologies and information technology.

Second.- That the LICENSOR has the right to grant the LICENSEE the rights to use a computer program "SIMLA.COM" (hereinafter, "SYSTEM") based on an agreement between the LICENSOR and the owner of all the Intellectual property rights (copyright) of the System (Retail Driver LLC). The parties determined the law of the Russian Federation as an applicable law. The authorisation received by the LICENSOR by virtue of the present contract allows him to grant the rights to use the System to the LICENSEE (right of distribution). The mentioned granting of rights to use the System does not imply exclusivity for the LICENSEE. The license is not transferable. "SIMLA.COM" is a system (computer program) intended for use on computer equipment and other information technology devices (hereinafter, "the COMPUTER") with access through the Internet.

Third. - That the LICENSEE is a commercial company / autonomous / natural person whose corporate purpose is (Activity), and that, to optimise productivity, achieve a competitive advantage and greater efficiency, he or she needs a license to use the System. The LICENSOR acts independently. The LICENSOR enters into all agreements with clients independently, in its own name and in its own interest.

Fourth. - That both parties are interested in the LICENSOR granting the right to use the System to the LICENSEE. The objective of the granting of the license is to use the System in the commercial activities of the LICENSEE. Therefore, both parties by common agreement carry out this agreement under conditions regulated in the agreement itself and in accordance with the following:

CLAUSES:

1. OBJECT:

1.1 By this Agreement, the LICENSOR assigns the use of the Program to the LICENSEE so that he can use it, in exchange for the specified price and in accordance with the conditions detailed in this Agreement.

1.2. The license grants a simple and non-exclusive right to use the System as a sequence of instructions and indications intended to be used in computing devices, to perform functions or tasks, or to achieve a specific result.

1.3 Regarding the price of the license. The price of the license described in this Agreement is specified at the following url https://www.simla.com/tarifas plus the corresponding Value Added Tax.

1.4 System configuration, system maintenance, adaptations or readjustments to the LICENSEE's own needs, are services which are not related to this Agreement and are the subject of other contractual relationships between THE PARTIES.

2. TERMS AND DEFINITIONS:

2.1 The System is a "SIMLA.COM" computer program specialised in CRM (Customer Relationship Management) for electronic commerce and communications, carrying out a set of instructions designed for computer devices in order to obtain a certain result. Compliance with this Agreement is protected by the Intellectual Property Law. "SIMLA.COM" ® (in Latin letters) as a registered trademark and a service mark.

2.2 The User's account (hereinafter, “the account”) is the LICENSEE's registration identification account. The account defines the number of times the LICENSEE starts the session, as well as the result of the use of the System.

2.3 Subscription: is the acquisition of the license by the LICENSEE, obtaining all the rights of use and exploitation of the System, object of this Agreement, this implies the payment of the license price, which is subject to the rate table established in the following url https://www.simla.com/tarifas .

2.4 Table of Rates: this is the list of prices according to the scope of the System functions with the indications and the terms to be used. The price table is located in the following url https://www.simla.com/tarifas of this Agreement.

2.5 Internet Site: it is the set of information created by the LICENSOR to publish on the Internet and display in specific ways the texts, graphics and sound through a software system (computer system, software packages) and hardware.

2.6 Licensor's Server: it is a complex of computers controlled by the LICENSOR to guarantee the operation of the System for the LICENSEE.

2.7 The control panel: it is the LICENSEE's interface that allows you to adjust the System settings and to perform other actions in the System.

2.8 Email: for the LICENSOR: it is any address from the @ simla.com email group; for the LICENSEE: it is the address specified by the LICENSEE to activate the Account. Access to email is provided by the PARTIES.

2.9 The simple (non-exclusive) right to use the System: it is the privilege obtained by the LICENSEE to use and exploit the System, faithfully limited to the acquired rates described in the following url https://www.simla.com/tarifas

2.10 The personal Licensee’s account: - the virtual Licensee’s account, with which the accounting of the monetary settlements with the LICENSOR is carried out on a monthly basis.

2.11 The final cost is the established price of the calendar month based on the chosen rate, updated with the final results of the month. If the final cost is different from the preliminary cost, the difference between these values ​​is enforceable by the LICENSOR.

2.12 User is a person or organisation that uses the services of the LICENSOR for the use and exploitation of the System, which is faithfully limited to the acquired rates described (who acquires the service of the System) through the System and is in a contractual relationship with the LICENSOR .

3. DURATION OF THE AGREEMENT

3.1 The duration of the Agreement is 1 year from the moment it is signed, and may be extended, at the will of THE PARTIES and by mutual agreement for annual periods. The renewal of the Agreement will be automatic, unless one of THE PARTIES expresses its intention not to renew within the term established in point 3.2 of this Agreement.

3.2. The number of extensions is not limited. If the expiration of the initial term or of any of its extensions, any of THE PARTIES decides to terminate this Agreement, it must communicate its intention to the other party at least two months in advance of the expiration date through a means that proves its reception.

4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1.1 Acquire in accordance with the procedure, terms and conditions of this Agreement a simple (non-exclusive) license right to use the System.

4.1.2 Refuse to use the System and cancel the Subscription in the manner established in point 3.2 of this Agreement.

4.1.3 Grant access to your Account to a third party (third parties) under the terms of the Fee paid, hence the LICENSEE (User) guarantees compliance with the rights, obligations and restrictions established in Clause 4.3 of this Agreement. These are the employees of the LICENSEE. The LICENSEE is responsible for the actions of these third parties.

4.1.4 Make offers to the LICENSOR about the improvement and update of the Spanish System.

4.1.5 Consider the results of the LICENSEE’s System use as their property, including all primary data entered in the System.

4.1.6 Change the System configuration settings within the limits provided to LICENSEE in the Control Panel.

4.2 The obligations OF THE LICENSEE:

4.2.1 Comply with the instructions and indications that appear in the user manuals and materials for the System, published on the LICENSOR's website (https://www.simla.com/) at: https: // docs. simla.com/.

4.2.2 Pay the license fee in time in the amount and in the terms provided according to the LICENSEE's selected tariff.

4.2.3 Ensure the security of access to the System received from the LICENSOR against unauthorised access by third parties, in accordance with subparagraph 4.1.3 of this Agreement.

4.3 Restrictions for THE LICENSEE:

4.3.1 Do not use the System to commit illegal acts, including sending spam emails, sending threats and insults, spreading false advertising, calls for violence and any type of information and materials distributed through the information network and telecommunications "Internet".

4.3.2 Do not access the source codes of the System, do not study them, do not edit them, and do not disclose the Principles of the technological functions of the System. Do not use reverse engineering techniques, decompile or disassemble the Licensed System, except and only in the event that such activity is expressly authorised by the LICENSOR.

4.3.3 Do not copy or reproduce the System or its individual elements, do not save the System in any medium with the purpose of transferring it to a third party (third parties), sell, distribute, as well as publish the System with the purpose that third parties have the ability to copy it.

4.3.4 Do not attempt to overcome the technical limitations established in the System.

4.3.5 Do not post on the System and / or use the System to distribute malicious programs to infect computers with (viruses).

4.3.6 The rights of use are limited to the following:

- The System can only be used by the authorised LICENSEE;

- The source of the System code cannot be changed by the LICENSEE without the prior written notice and without the written consent of the LICENSOR.

4.4 The rights of THE LICENSOR:

4.4.1 Block LICENSEE's access to the System if LICENSEE violates the terms of this Agreement, or at the request of the court and (or) other authorised bodies. With such a block, the license fee is not charged. After 7 calendar days from the blocking of the Account, the System automatically activates the diversion of data requests from the LICENSEE's website to the LICENSOR's Server and to the URL specified by the System parameters.

4.4.2 Delete the information published by the LICENSEE with the use of the System if it violates Spanish legislation and / or the terms of this Agreement, also in the event of a request from a third party (third parties) to confirm that the published information violates their Rights.

4.4.3 Temporarily block the LICENSEE's access to the System in case of non-payments.

4.4.4 Delete the LICENSEE's Account due to consecutive defaults of payment.

4.4.5 Require the LICENSEE for additional information, as well as certificates and (or) licenses, if there are reasons to believe that the LICENSEE does not comply with the regulations, or at the request of public authorities by virtue of the legal mandate, by judicial resolution or in accordance with the rules of the administrative entity. In the event that the LICENSEE refuses to provide such information, the LICENSEE has the right to restrict the LICENSEE's access to the System.

4.4.6 Improve the System without the LICENSEE's consent and implement it. Perform System updates.

4.4.7 Change the terms of this Agreement by posting changes on the website, which takes effect from the time of their publication.

4.5 The obligations of THE LICENSOR:

4.5.1 Provide LICENSEE with a simple (non-exclusive) right to use the System in the manner and under the terms provided in this Agreement.

4.5.2 Ensure the operation of the System and the admission of the LICENSEE to the System database.

4.5.3 Inform the LICENSEE about significant updates to the System, also about changes in the terms of the transfer of rights to use the System, the notification will be provided by email and / or Publication on the LICENSOR's website (www.simla .com).

4.5.4 Inform the LICENSOR about changes to the Rate Table by email and / or publication on the LICENSOR's website (www.simla.com).

4.5.5 Based on the LICENSEE's request, delete all information about the LICENSEE's Account from the LICENSOR's server within 24 hours.

5. PROCEDURE FOR THE ASSIGNMENT OF THE LICENSE TO USE THE SOFTWARE

5.1 The transfer to the LICENSEE of the license to use the System will be provided within one business day from the time of payment. The right will be considered transferred by the LICENSOR from the moment of providing the LICENSEE with a Username and an electronic password for the Account, as long as the LICENSEE does not report errors in the login and password within 24 hours of the date of transmission. The System is not transferred to a physical medium.

In the event that the System does not work properly, the LICENSEE will notify the LICENSOR within 5 days from the transfer of the right. The LICENSEE will make the appropriate modifications for a maximum period of 5 business days from the acceptance and recognition of the request, or the instructions to eliminate the deficiencies will be sent to the LICENSEE by the LICENSEE himself.

6. BILLING AND PAYMENT

6.1 The price of the License for the LICENSEE (depending on the number of users and other parameters, including the additional functionality of the System) is specified in the following url https://www.simla.com/tarifas, at the chosen rate the corresponding Value Added Tax should be added.

6.2 Regarding the payment of the price: The payment should be made 15 days after the invoice is issued, in the current account indicated in the following url https://www.simla.com/tarifas.

6.3 DELAY IN PAYMENT: A delay of more than 60 days in any of the payments entitles the LICENSOR to demand from the LICENSEE a default interest of 4% with respect to each of the delayed payments. If the LICENSEE delays more than 2 payments, the LICENSOR may choose between demanding the payment of the pending installments or terminating the Agreement, or applying both mentioned measures.

6.4 The LICENSEE may pay in advance to obtain the right of use for the future periods.

7. LIABILITY OF THE PARTIES

7.1 THE PARTIES are responsible for compliance with the terms of this Agreement in accordance with the current Spanish legislation.

7.2 The LICENSOR is not responsible: ‍

- for the inability of the LICENSEE’s use of the System, when the causes that originate this inability are beyond the control of the LICENSOR, including in relation to: electricity interruptions, global interruptions in the work of the network on "Internet", routing system failures, domain name system failures, failures caused by hackers and DDOS attacks, as well as other illegal actions caused by a third party.

- for the result of use and / or utility for the LICENSEE of the rights to use the System.

- for the quality of the LICENSEE's access to the System through the Internet

7.3 The LICENSEE is responsible:

  • for own actions and of third parties actions carried out in the System under your user account, whether it is for or against his will;

- for the use of operations using the System, as well as the configurations, templates and / or data of the System;

- for the security of the LICENSEE's access to the System and for the losses that the unauthorised use of their access may have caused;

- For the placement of any material, including advertisements and materials, that are subject to copyright under the Intellectual Property Law;

- for the will of the LICENSEE to register as a User in the System, on the forms of their entrepreneurial activity through the System and the acquisition of all necessary certificates, licenses, permits and other documents.

7.4 The LICENSOR does not guarantee the possibility of correcting the results of the Actions carried out by the LICENSEE and / or a third party (third parties) in the System;

8. INTELLECTUAL PROPERTY

8.1 On the ownership of the rights: The LICENSEE acknowledges the LICENSOR's right of ownership of the System and the legality of granting the LICENSEE the right to use the System in the terms of this Agreement.

8.2 On the scope of protection: Intellectual property rights protect both the System, as well as all the data, lists, diagrams and schemes prepared in the analysis phase, the instruction manual or the other support materials, the identification symbols or any partial or total copy made by the LICENSOR itself or by any other person, copyrights, patents, trademarks, "Know how", trade secrets and any other that may arise in compliance with this Agreement, including all the information or documentation that the LICENSOR may provide to the LICENSEE.

8.3 Regarding the prohibition of copying: The LICENSEE should refrain from copying the System developed for profit or not, adopting the necessary internal measures so that the people under his control and direction are aware of the protection of the LICENSOR's rights.

9. SUBCONTRACTING AND ASSIGNMENT:

9.1 This license of use does not imply sale of the System or any of the rights that the LICENSOR holds over it, so the LICENSEE may not resell or transfer it to third parties, nor lease, rent, loan or distribute the assigned product.

9.2. Assignment to third parties (sublicensees or subusers) is prohibited under the terms of the sublicense. The aforementioned points do not apply to LICENSEE's employees. Assignment is allowed in the cases expressly provided for by Spanish law (section 3 of article 49 LPI). The license is not transferable.

9.3. In the event that the LICENSEE enters into a sublicense contract or actually provides the possibility of using the System to third parties in a violation of clauses 9.1, 9.2 of this Agreement, such actions will be considered a material violation of the terms of this Agreement and allow LICENSOR to terminate this Agreement. However, the LICENSEE is considered responsible to the LICENSOR for the actions and disputes produced by mentioned illegitimate Sublicensee.

At the same time, the LICENSOR reserves the right to issue licenses to other people or organizations (users / LICENSORS).

The LICENSOR may make updates to the source of the System code resulting in a new version and notifying the user.

10. CONFIDENTIALITY

10.1 THE PARTIES consider the terms of this Agreement confidential, as well as all the information received by a Party from the other Party after its conclusion and execution (hereinafter "Confidential Information").

10.2 THE PARTIES undertake not to reveal, assign or transfer to third parties any information regarding businesses, clients, operations, facilities, procedures, methods, transactions, "know-how", or any other aspect related to the activity of the counterparty that they may know or have known on the occasion of the conclusion of this Agreement.

10.3 Each Party shall take all necessary measures to protect confidential information using the same measures that the Party applies to protect its own confidential information.

10.4 Each of THE PARTIES undertakes to familiarise its employees with the obligation to ensure the security of Confidential Information, which is provided to them in this Agreement with respect to THE PARTIES.

10.5 The obligation to keep Confidential Information secret is valid during the term of this Agreement and within 5 (five) years after the termination date of the Agreement, unless THE PARTIES specify other conditions in the future.

11. RESOLUTION OF DISPUTES

11.1 All disputes, differences and disagreements that may arise between THE PARTIES outside of or in relation to the conditions related to what is stipulated in this Agreement as well as all pre-contractual controversies should be resolved by THE PARTIES through negotiations.

11.2 In the event that THE PARTIES have not resolved the controversies or discrepancies amicably, within 30 days of one of THE PARTIES having notified the other of their existence and their willingness to initiate the resolution process, any of THE PARTIES may resort to the judicial means contemplated in the following clause.

12. COMPETENT JURISDICTION AND APPLICABLE LAW

For any questions or divergences that may arise in relation to this Agreement, the jurisdiction of the Courts and Tribunals that must hear the matter will be determined in accordance with the criteria of objective, functional and territorial jurisdiction legally applicable.

This Agreement is commercial in nature and will be governed by its own clauses, and in what is not provided in them, by the applicable regulations established by the Civil Code and the Commercial Code; as well as, the content, scope, limits and rights are determined in accordance with the provisions of the Spanish legislation. The applicable law in the contractual relationship of the Parties in all cases is the Spanish legislation.

13. WARRANTY:

The LICENSOR guarantees the proper functioning of the System for a paid period, within which it is obliged to solve those repairs that are necessary to correct any errors that the System may present.

However, the foregoing, the assumptions to exclude negligence shall not be considered covered by this warranty clause, the provisions of the LICENSOR's instructions should be followed: https://docs.simla.com/

14. FORCE MAJEURE

14.1 the LICENSOR is exempt from liability for total or partial breach of the obligations of this Agreement in the cases in which it is understood that the breach is not attributable to it, which are called force majeure and acts of major force, including massive disturbances, revolutions, wars, prohibitive actions of the authorities, spontaneous disasters, fires, earthquakes, floods, catastrophes, including the fall of an airplane and / or other space objects, in addition to other circumstances of force majeure such as:

-Interruption of electric light;

-Global interruptions in the work of national or international internet segments;

-Routing systems failures;

-Bugs in the domain name system;

-Failures caused by hackers and DDOS attacks, as well as other illegal actions caused by a third party.

14.2 the LICENSOR undertakes, if technically possible, to notify the LICENSEE about the occurrence of force majeure circumstances by email within 7 (seven) days from the date of occurrence.

14.3 If, due to force majeure circumstances, the LICENSOR will be deprived of the ability to comply with its obligations for 3 months or more, the Agreement may be terminated without compensation for damages.

15. NON-CONTRACTING AGREEMENT:

The LICENSEE agrees not to hire any person who provides the services for the LICENSOR. This clause will extend its validity even after the termination of this Agreement for a period of 2 years.

16. RESOLUTION OF THE AGREEMENT

The Agreement may be terminated for the following reasons:

16.1 By the will of either of THE PARTIES when there is a serious breach of the agreed obligations or force majeure circumstances.

16.2 By agreement of THE PARTIES in writing within two months before the expected date of the Agreement termination.

16.3 The extinction of the legal or autonomous company of any of THE PARTIES or the suspension of payments, bankruptcy, bankruptcy or seizure of assets of any of them unless the debt is guaranteed in any way.

In any case, the Party that intends to terminate this Agreement alleging non-compliance by the counterpart, must require the compliance of the obligation in a reliable manner, granting a period of 60 days to the non-compliant Party so that it can correct the mentioned non-compliance. After the mentioned period has elapsed without the breaches having been corrected, the injured party may exercise the aforementioned power.

In the event that the breaches are impossible to rectify within 30 days, the injured party may directly exercise the option power, without having to previously submit the aforementioned requirement.

17. NOTIFICATIONS

Any notification that is made between THE PARTIES should be made in writing and will be delivered personally or in any other way that certifies receipt by the notified party at the respective addresses indicated in the heading of this Agreement.

Any change of address of one of THE PARTIES must be notified to the other immediately and by such means that guarantee the reception of the message.

However, as long as it is possible to guarantee the identity of the issuer, the recipient, and the content of the message, and in order to maintain fluid communication between THE PARTIES, the following email addresses are provided: info@simla.com

18. GENERAL

18.1 This Agreement cancels and replaces any previous agreement or contract between THE PARTIES for the same purpose and may only be modified by a new agreement or contract signed by both parties.

18.2 If any of the clauses of this Agreement are declared cancelled or unenforceable, the mentioned clause will be considered excluded from the Agreement, without implying its nullity. In this case, THE PARTIES will do everything in their power to find an equivalent solution that is valid and that duly reflects their intentions.

18.3 The headings of the different clauses are for informational purposes only, and will not affect, qualify or expand the interpretation of this Agreement.

18.4 The LICENSEE agrees to receive additional information and newsletters from the LICENSOR at the address registered on the LICENSOR's website (www.simla.com), and at the postal and telephone address. The information and Newsletters may contain information about changes and improvements to the System, changes in the tariff scale, other products and services offered by the LICENSOR, announcements of the topics of upcoming events of the LICENSOR party.

‍The payment made as it is stipulated in the Agreement (non-exclusive right), constitutes a LICENSEE’s complete and definitive acceptance of each of the conditions set forth in this Agreement.