Legal Conditions

Proacciona Service Agreement

This Proacciona online agreement (the “Agreement”) is entered into between Proacciona BCN SL (“Proacciona”), a Spanish company, with Tax Identification Number B64960388, with registered office at C/ Josep Maria Sert, 17 1er, 08530 La Garriga, Barcelona, Spain, registered in the Mercantile Registry on November 6, 2008 Volume 40830 Folio 102 Page B 376573 Entry 1 and the entity that accepts the terms set forth herein (“Client”).

This Agreement shall be effective as of the date of this Agreement. acceptance of the quotation. If you accept the Agreement on behalf of your company or other entity, you represent and warrant that (i) you have sufficient legal authority to bind your company or such entity to these terms and conditions, that (ii) you have read and understand this Agreement, and that (iii) you accept this Agreement on behalf of the party you represent.

If you do not have the legal authority to accept such a link, do not check the box to accept this agreement and do not proceed with the Services. This Agreement governs Customer’s access to and use of the Services (as defined below).

Definitions

• “Services” means the Proacciona Services provided by Proacciona and used by Customer under this Agreement. The Services include the components described at http://www.proacciona.es or such other similar URL as may be provided by Proacciona.
• “End Users” means persons who are permitted by Customer to use the Services.
• “End User Account” means accounts hosted by Proacciona and provided to Customer’s End Users through the Service for the purpose of enabling such End Users to use the Service.
• “Acceptable Use Policy” means the acceptable use policy for the Services available at http://www.proacciona.es or at another URL provided by Proacciona.
• “Administrator Accounts” means the administrative accounts provided to Customer by Proacciona for the purpose of administering the Services. The use of the Administrator Accounts requires a password, which Proacciona will provide to the Client.
• “Account Management Area” means the online tool that Proacciona provides to Customer for use by Customer to manage end-user accounts, the contracting of the Services, billing data associated with the service as well as other tasks related to the administration of the Services.
• “Administrators” means the technical personnel designated by Customer who administer the Services to End Users on Customer’s behalf.
• “Brand Elements” means the trade names, trademarks, service marks, logos, domain names and other distinctive brand elements of each party, respectively, protected from time to time by such party.
• “Confidential Information” means information disclosed by one party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is considered Customer Confidential Information.
• “Customer Data” means any data, including email, provided, generated, transmitted or displayed through the Services by Customer or End Users.
• “Emergency Security Incident” means (a) Customer’s use of the Services in violation of the Acceptable Use Policy that could disrupt (i) the Services, (ii) another Customer’s use of the Services or (iii) Proacciona’s network or servers used to provide the Services, or (b) unauthorized access to the Services by a third party.
• “Amounts” means the amounts included in the invoices sent to Customer by Proacciona for the Services.
• “High-risk activities” refers to uses such as the operation of nuclear facilities, air traffic control or life support systems, where failure of the Services could result in death, personal injury or environmental damage.
• “Initial Services Period” means the period of the applicable Services commencing on the Service Commencement Date and continuing for the time set forth in the quotation.
• “Intellectual property rights” refers to current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law and other similar rights.
• “Notification email address” means the email address designated by the Client to receive email notifications from Proacciona. Customer may change this email address through the account management area.
• “Service Commencement Date” means the date of activation of the Services for Client by Proacciona, which shall be immediately upon receipt by Proacciona of the completed Quote Page, unless otherwise agreed by the parties.
• “Service Pages” means the web pages that display the Services to End Users.
• “Services Term” means the initial Services Term and all applicable Services renewal periods.
• “Service Level Agreement” means the Service Level Agreement described in Proacciona’s service quotation. In the case of an online subscription to any of Proacciona’s websites, the Agreement shall be deemed to have been entered into when Customer accepts the terms and conditions via email or online form.
• “Suspension” means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.
• “Taxes” means any duties, customs duties or taxes (other than taxes levied on Proacciona’s income) associated with the sale of the Services, including any interest or penalties thereon.
• “Term” means the term of the Agreement, which shall commence on the Effective Date and shall continue until the earlier of (i) the end of the last Services Term in effect or (ii) the termination of the Agreement as set forth herein.
• “Third Party Request” means a request by a third party for access to records relating to an End User’s use of the Services. Third Party Requests may be a lawful search warrant, court order, subpoena, other lawful order, or the End User’s written consent permitting disclosure.
• “Technical Support Service” means the technical support services provided by Proacciona to Administrators and End Users during the Term.
• “URL Conditions” refers to the “Proacciona Site Terms and Conditions” and other conditions linked to this document via a URL link.

Services

Description of services

Proacciona makes available to the Client, a set of Web Services that facilitate the creation, sending and management of invoices, estimates, delivery notes and expenses and which are described in more detail at the address http://www.tfc.proacciona.es or other similar URL that may be provided by Proacciona.

Modifications

Proacciona may make commercially reasonable changes to the Services at its sole discretion. In the event of a material change to the Services, Proacciona will inform the Client, provided that the Client has subscribed to proacciona to be informed of such change.

Customer obligations

1. Compliance with Agreement Customer hereby agrees to use the Service in accordance with the Acceptable Use Policy. Proacciona may offer, as it deems appropriate, additional applications, features or functions through the Service, the use of which may be subject to Customer’s agreement to additional terms and conditions. Client agrees that Client’s use of the Service is subject to Client’s compliance with the terms and conditions of such Service.
2. Usage Policies and Limits Customer will comply with the usage policies and limits relating to the use of the Service as requested by Proacciona from time to time, including, without limitation: (i) Proacciona’s technical and implementation requirements; (ii) Proacciona’s branding guidelines for the Service; (iii) Proacciona’s website terms of use and privacy policies; and (iv) Proacciona’s data protection requirements.
3. Permitted Use Customer agrees to use the Service solely for lawful, relevant purposes and in accordance with this Agreement and any applicable policies or guidelines. Client further agrees not to engage in any activity that interferes with the Service or the servers or networks connected to the Service or that disrupts the Service. In addition to being governed by this Agreement, Customer’s use of certain specific Proacciona services is governed by specific policies or guidelines presented to Customer when Customer registers for or accesses the relevant services specifically incorporated into this Agreement.
4. Administration of the Service by the Customer The Customer will receive a password and account to be used for the purpose of administering the End User Accounts of its End Users. Client is responsible for maintaining the confidentiality of such password and account by designating the employees who will be authorized to access the account and limiting the scope of such authorization to the performance of the tasks assigned under this Agreement and for all activities performed under Client’s account. Client agrees to immediately notify Proacciona of any unauthorized use of or access to the Service, Client’s password or account or any other breach of security. Proacciona cannot and will not be liable for any loss or damage arising from Client’s failure to comply with security obligations. Client acknowledges and agrees that Proacciona shall not be liable in any manner or under any circumstances for any acts or omissions by Client or any End User, including damages of any kind resulting from such acts or omissions.
5. End User Consent Client’s Administrators may have the ability to access, monitor, use or disclose data available to End Users within End Users’ accounts. Client must obtain and maintain End Users’ consent to permit (i) Client’s access, monitoring, use or disclosure of such data, and for Proacciona to provide Client with the ability to do so, and to permit (ii) Proacciona’s provision of the Service.
6. Unauthorized Use Customer will use commercially reasonable efforts to prevent unauthorized use of the Service and to terminate unauthorized use. Customer will promptly inform Proacciona of any unauthorized use of or access to the Service of which it becomes aware.
7. Restrictions on Use Unless specifically agreed to by Proacciona in writing, Customer may not take any of the actions described below. You shall use commercially reasonable efforts to ensure that no third party does any of the following: (a) sell, resell, rent, lease the Service to a third party or any equivalent action (unless explicitly authorized in this Agreement), (b) attempt to reverse engineer the Service or any of its components, © attempt to create a substitute or similar service by using or accessing the Service, or (d) use the Service for High Risk Activities.
8. Terms applicable to the End User Customer acknowledges that its End Users are subject to the terms relating to each of the components of the Proacciona Service, which may include, without limitation, (i) the Proacciona Terms of Service defined in this Agreement and (ii) the General Terms and Conditions of the tfc.proacciona.es site (as may be amended from time to time) available at the following address or the URL provided by Proacciona.

Customer acknowledges that each End User of the Service agrees to the applicable privacy policies which may include without limitation the Privacy Policy of the tfc.proacciona.es service included as an attachment to this Agreement and the Proacciona Privacy Policy (as may be amended from time to time) available in the format provided by Proacciona.

In the event that Client becomes aware of any violation of the applicable terms of service or policy by an End User, Client agrees to (i) notify Proacciona as soon as practicable, (ii) immediately suspend or terminate such End User’s account unless Proacciona consents otherwise in writing (including via email).

At Proacciona’s request, Client will immediately suspend or terminate any End User Account or administrator access to the Service in response to a violation of the applicable terms of use or policy by an End User or administrator. Proacciona reserves the right, in its sole discretion, to suspend or terminate the End User Account of any End User.

Billing and payment

Billing

The Customer may contract the Service using any of the subscription plans described in: https://www.proacciona.es at the time of ordering the Service. The contracting of the service will be made for a determined period (monthly or yearly) with automatic renewal.

Free trial periods

For those contracts to which initial free trial periods apply, no charge will be made for the duration of the free trial period. If the Customer decides to cancel the Service before the end of the trial period, no charge will be made.

Payment

All payments shall be made in Euros (EUR) unless otherwise stated on the Order Page or on the invoice. The Order Amounts subscribed by the Customer shall be due and payable at the beginning of the period in which the Customer receives the Service. Such Amounts shall be considered overdue after 15 days from the beginning of the period in which the Customer receives the Service.

Payment methods The client will be able to pay for the plan by bank transfer or direct debit. Proacciona may enable other payment methods in the future. These other payment methods may be subject to a number of additional conditions that the Client will have to accept before using them.

Proacciona will issue an electronic invoice as proof of payment for any order. Invoices will be sent by email to the Administrator’s email address or to secondary addresses defined by the Administrator from the Account Management area.

Change to the free plan for non-payment The Client will have 15 days to pay Proacciona the overdue Amounts. If the Client does not pay Proacciona the overdue Amounts within 15 days, Proacciona will automatically modify the capabilities of the Client’s Services and the restrictions of the free plan associated with the Service will be applied to them. Once the Service is placed on the free plan the Client can always upgrade the Service by re-contracting any paid plan of the Service offered by Proacciona at that time.

For consulting services, any delay in payment of more than 15 days will result in the automatic suspension of services.

Taxes

Client shall be responsible for the payment of any Taxes and may not make payments to Proacciona for the Services including deductions for Taxes. If Proacciona is required to collect or pay Taxes, such Taxes will be billed to Client unless Client provides Proacciona with a valid tax exemption certificate issued by the appropriate taxing authority. If applicable laws require Client to withhold Taxes from its payments to Proacciona, it shall provide an official tax receipt or other relevant documentation to Proacciona to substantiate such payments.

Suspension

Of End User Accounts by Proacciona If Proacciona becomes aware of any breach of this Agreement by an End User, Proacciona may request Client to suspend the End User Account in question. In the event that Client does not comply with Proacciona’s request, Proacciona may suspend the End User Account. The duration of any Suspension by Proacciona will be extended until the End User in question has remedied the breach causing the Suspension.

Emergency Security Incidents Notwithstanding the foregoing, if an Emergency Security Incident exists, Proacciona may automatically Suspend the offending use. The Suspension will be for the minimum duration and scope necessary to prevent or resolve the Emergency Security Incident. If, for any reason, Proacciona suspends an End User Account without prior notice to Client, Proacciona will indicate the reason for the Suspension to Client as soon as reasonably possible, if requested by Client.

Confidential information

Obligations Each party will (a) protect the other party’s Confidential Information with the same standard safeguards that it uses to protect its own Confidential Information and (b) not disclose Confidential Information, except to employees and representatives, on a need-to-know basis only and only if they have agreed in writing to maintain confidentiality. Each party (and all employees and representatives to whom Confidential Information has been disclosed) may use Confidential Information only to exercise its rights and perform its obligations under this Agreement, while using reasonable measures to protect it. Each party is responsible for the actions of its employees and representatives in violation of this Section.

Exceptions Confidential Information does not include information (a) that is already known to the recipient, (b) that is made public without the recipient’s responsibility, © that is independently generated by the recipient or (d) that is legitimately transmitted to the recipient by a third party.

Required Disclosure Each party may disclose the Confidential Information of the other party when required by law, but, if permitted by law, only after (a) exercising all commercially reasonable efforts to inform the other party and (b) affording the other party an opportunity to object to the disclosure.

Intellectual property rights and brand elements

Intellectual property rights

Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, in the content or any intellectual property of the other party. As between the parties, Client owns all Intellectual Property Rights in the Customer Data and Proacciona owns all Intellectual Property Rights in the Services.

Proacciona and its licensors shall retain ownership of all right, title and interest including, without limitation, all intellectual property rights (as defined below) relating to the Service, as well as any derivative works or improvements thereof including, without limitation, any software, technology, information, content, materials, guidelines and documentation.

Customer shall not acquire any right, title or interest therein, except for the limited use rights expressly set forth in this Agreement. Any rights not expressly granted herein shall be deemed withheld. Proacciona does not own third party content used as part of the Service, including communications content appearing on the Service. Title, ownership rights and Intellectual Property Rights in content accessed through the Service belong to the owner of the content in question and may be protected by copyright or other applicable law.

Customer agrees not to perform or permit others to perform the following actions: (i) adapt, translate or modify the Software; (ii) decrypt, decompile, disassemble, reverse engineer or otherwise attempt to discover the source or object code of the Software, unless applicable law prohibits such limitations; (iii) copy the Software; (iv) use the Service for the High Risk Activities described in Section 13; or (v) license, loan, sell, rent or lease the Service or any component thereof.

Any third party source code or binary code included in each application of the Service may only be used in conjunction with such application of the Service, the use of which is subject to the terms and conditions of this Agreement. USE, COPYING, TRANSFER AND MODIFICATION OF THE SERVICE OR ANY PART THEREOF IS PROHIBITED, EXCEPT AS EXPRESSLY PERMITTED BY THIS AGREEMENT.

Brand elements

As used in this Agreement, “Brand Features” means the trade names, trademarks, service marks, logos, domain names and other distinctive brand features of each party, respectively, protected from time to time by such party. Proacciona may display only those of Client’s Brand Features that Client has authorized and only within designated areas of the Service Pages (Client will provide such authorization by uploading its Brand Features to the Services).

Client can specify the nature of this usage from the service administration area. Proacciona may also display Proacciona Brand Features on the Service Pages to indicate that the Services are provided by Proacciona. Neither party may display or use the Brand Features of the other party beyond what is permitted under this Agreement without the prior written consent of the other party. Except to the extent expressly stated in this Agreement, neither party shall grant nor shall the other party acquire any right, title or interest including, without limitation, any implied license to any Brand Features of the first party.

All rights not expressly granted herein shall be deemed withheld. Any use of Client’s Brand Features by Proacciona, including any goodwill involved in the process, shall inure to the benefit of Client; and any use of Proacciona’s Brand Features by Client, including any goodwill involved in the process, shall inure to the benefit of Proacciona. Client shall not challenge or assist others in challenging Proacciona’s Trademark Elements or the registration thereof, nor shall Client attempt to register Proacciona’s Trademark Elements or domain names that are confusingly similar to those of Proacciona.

Limitation of brand elements

Any use of a party’s Brand Features shall inure to the benefit of the party owning the Intellectual Property Rights in such Brand Features. A party may revoke the other party’s right to use its Brand Features under this Agreement upon written notice to the other party and a reasonable time to stop the use.

Advertising

Client agrees not to issue any public announcement regarding the existence or content of this Agreement without the prior written consent of Proacciona. Proacciona may (i) include Client’s Brand Features in presentations, marketing materials and customer lists, including, without limitation, customer lists posted on Proacciona’s websites and screenshots of Client’s implementation of the Service and (ii) issue a public announcement regarding the existence or content of this Agreement. Upon Customer’s request, Proacciona will provide Customer with a sample of such use or announcement.

Representations, warranties and disclaimers

Representations and warranties

Each party represents that it has the requisite power and authority to enter into this Agreement. Each party warrants that it will comply with all laws and regulations applicable to the provision or use of the Services, as applicable (including applicable security breach notification laws). Proacciona warrants that it will provide the Services in accordance with the applicable Service Level Agreement. Customer warrants that it will comply with all laws, regulations and ordinances applicable to or relating to its use of the Service.

Limited warranties

TO THE FULLEST EXTENT PERMITTED BY LAW, UNLESS OTHERWISE EXPRESSLY STATED HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROACCIONA IS NOT RESPONSIBLE FOR THE CONTENT OR INFORMATION THAT MAY BE ACCESSED THROUGH THE SERVICES.

CUSTOMER ACKNOWLEDGES AND AGREES THAT EACH OF THE SERVICES MAY CONTAIN ERRORS, DEFECTS AND OTHER PROBLEMS THAT COULD CAUSE SYSTEM FAILURE. ACCORDINGLY, THE SERVICE, INCLUDING ALL CONTENT, SOFTWARE (INCLUDING ANY UPDATES OR MODIFICATIONS THERETO), FEATURES, MATERIALS AND INFORMATION MADE AVAILABLE OR ACCESSED THROUGH THE SERVICE, AND ANY ACCOMPANYING DOCUMENTATION, ARE PROVIDED “AS IS” AND ANY USE OF THE SERVICE IS AT THE SOLE RISK OF THE CUSTOMER. PROACCIONA AND ITS LICENSORS MAKE NO WARRANTIES OF ANY KIND, IMPLIED OR EXPRESS, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PROACCIONA ASSUMES NO LIABILITY WHATSOEVER ARISING FROM THE PROPER USE OF THE SERVICE. PROACCIONA AND ITS LICENSORS MAKE NO REPRESENTATIONS REGARDING ANY CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICE. PROACCIONA MAKES NO REPRESENTATION THAT PROACCIONA, OR ANY THIRD PARTY, WILL RELEASE ANY UPDATES OR UPGRADES TO THE SERVICE. PROACCIONA DOES NOT WARRANT THAT THE FUNCTIONS INCLUDED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES. THEREFORE, THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASE, TO THE EXTENT POSSIBLE, ANY IMPLIED WARRANTIES SHALL BE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE EFFECTIVE DATE.

Period of validity

Term of the Agreement

This Agreement shall be valid for the entire Term.

Term of Service

Proacciona will provide Customer Service during the Term.

Renewal, cancellation or change of plan

At the end of the Term, the Service will be automatically renewed for a period equal to the previous Term. Likewise, the Customer may cancel or change the contracted capabilities of the Service at any time by using the Account Cancellation or Plan Change option in the Account Management area accessible from the Service itself.

Plan or service changes (contracted service capabilities) requested by the Customer from the Administration area or via email of the service will take effect immediately and will be applied the same day the Customer requests the plan change.

Both parties agree that they may, unilaterally, at any time and for any reason, decide not to continue with the automatic renewal of the Services after the end of the current term of the contracted service.

Upon effective Cancellation of the Client’s account associated with the tfc.proacciona.es Service, Proacciona will delete all data entered by the Client in the Service after a commercially reasonable period of time.

Price revisions

Proacciona may revise its prices for the next Services Term by giving written notice to Client (which notice may also be given by email) at least 15 days prior to the start of the Services Term for which the price revision applies.

Returns and apportionment

Except as expressly provided in this document, in no case will periods of validity be prorated and no refunds will be made for amounts already paid by the Customer.

Technical assistance service

The Client, Administrators and End Users may contact the technical support service of the Service provided by Proacciona, by the following means: (i) using the ‘Help and suggestions’ area accessible to all Administrators and End Users from the service pages themselves, (ii) by sending direct messages by e-mail to the address: comercial@proacciona.es.

Proacciona will attend and respond to incidents or queries by sending e-mail messages to the e-mail address that the Client or End User has assigned in his or her User Account.

Withdrawal and termination

Withdrawal The Consumer Customer has the right to withdraw from the Service contract within 7 days of receiving the contract confirmation by email. This right can be exercised either by email to the address icomercial@proacciona.es or by using the “Help and suggestions” area located at the top of the service pages or by requesting cancellation of the service directly from the Administration area located at the top of the service pages. Proacciona will refund any payment on account/credit made by the Client, unless the Client has already used the service, in which case the Client will pay Proacciona the corresponding price.

Termination for Default Either party may suspend performance or terminate this Agreement if (i) the other party materially breaches the Agreement and fails to cure such breach within thirty days after receipt of written notice, (ii) the other party ceases business operations or becomes subject to insolvency proceedings and such proceedings are not dismissed within ninety days or (iii) the other party materially breaches this Agreement more than twice, notwithstanding cure of such breaches.

Effects of Termination In the event of termination of this Agreement, (i) the rights granted by one party to the other party will cease with immediate effect (unless otherwise provided in this Section), (ii) Proacciona will provide Customer with access to and the ability to export the Customer Data, for a commercially reasonable period of time and at Proacciona’s then current prices for the applicable Service, (iii) after a commercially reasonable period of time, Proacciona will delete the Customer Data, (iv) each party will promptly use commercially reasonable efforts to return or destroy any other Confidential Information of the other party, if requested.

Indemnification

On the Customer’s side

Client shall indemnify, defend and hold Proacciona harmless from and against all liabilities, damages and costs (including costs of settlement and reasonable attorney’s fees) arising out of a third party’s claim (i) in connection with the Customer Data, (ii) in connection with Client’s Branded Items infringing or misappropriating any patent, copyright, trade secret or trademark of a third party or (iii) in connection with Client’s use of the Services in violation of the Acceptable Use Policy.

On the part of Proacciona

Proacciona will indemnify, defend and hold Customer harmless from and against all liabilities, damages and costs (including costs of settlement and reasonable attorney’s fees) arising from a third party’s claim that Proacciona’s technology used to provide the Services or any Proacciona Branded Item infringes or misappropriates any patent, copyright, trade secret or trademark of such third party.

Without limiting the foregoing, in no event shall Proacciona have any obligation or liability whatsoever, as set forth in this Section, arising from (i) use of the Proacciona Services or Brand Features in a modified form or in combination with other materials not provided by Proacciona and (ii) content, information or data provided by Proacciona, or (iii) content, information or data provided by Proacciona to Proacciona, or (iv) the use of the Proacciona Services or Proacciona Brand Features in a modified form or in combination with other materials not provided by Proacciona. Proacciona, End Users or other third parties.

Possible infringement

If Proacciona reasonably suspects that the Service infringes the Intellectual Property Rights of a third party, Proacciona will (a) obtain the right for Customer, at Proacciona’s expense, to continue using the Service, (b) provide a functionally equivalent non-infringing substitute or © modify the Service so that the infringement does not recur.

Suspension or Termination If Proacciona believes that the foregoing options are not commercially reasonable, it may suspend or terminate Proacciona’s use of the affected Service. If Proacciona terminates the affected Service, it shall provide a pro rata refund of any unearned Amounts already paid by Client applicable to the period following termination of such Service.

General

The party seeking indemnification shall promptly inform the other party of the claim and shall cooperate with the other party in defending such claim. The indemnifying party possesses full control and authority over the defense, except that (a) rulings requiring the party seeking indemnification to admit liability or pay any amount of money shall require the prior written consent of such party, and such consent shall not be unreasonably withheld or delayed, and (b) the other party may join in the defense with its own counsel, at its own expense. THE FOREGOING INDEMNITIES SHALL, UNDER THIS AGREEMENT, BE THE SOLE REMEDY AT LAW FOR THE OTHER PARTY’S INFRINGEMENT OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.

Limitation of liabilities

IN NO EVENT SHALL PROACCIONA OR ITS LICENSORS BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES CAUSED BY INTERRUPTION OF USE OR LOSS OF DATA OR THE PRESENCE OF INACCURATE OR CORRUPTED DATA, LOSS OF PROFITS OR EXPENSE OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWSOEVER CAUSED, INCLUDING, WITHOUT LIMITATION, USE, MISUSE, INABILITY TO USE OR INTERRUPTED USE, NOR UNDER ANY THEORY OF LIABILITY INCLUDING, WITHOUT LIMITATION, CONTRACT OR TORT AND REGARDLESS OF WHETHER PROACCIONA KNEW OR SHOULD HAVE KNOWN OR BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF WHETHER ANY REMEDY SPECIFIED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE; OR ANY CLAIM ALLEGING DAMAGES ARISING FROM ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE SERVICE OR THE DESTRUCTIVE PROPERTIES THEREOF. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH, PERSONAL INJURY OR MALICIOUS MISCHIEF TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHER, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.

Limitation of Indirect Liability NEITHER PARTY SHALL BE LIABLE FOR LOST REVENUE OR ANY INDIRECT DAMAGES.

Limitation of Amount for Liability NEITHER PARTY SHALL HEREBY BE LIABLE FOR PAYMENT OF ANY AMOUNT GREATER THAN THE AMOUNT CUSTOMER HAS PAID PROACCIONA AS PROVIDED FOR IN THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. SOME OF THE PLANS ASSOCIATED WITH THIS SERVICE ARE OFFERED AT NO CHARGE TO TEST THE OPERATION OF THE SERVICE ONLY, AND THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE RISK UNDER THIS AGREEMENT.

Exceptions to Limitations The foregoing limitations of liability shall be enforced to the extent permitted by applicable law, but shall not apply in case of breach of confidentiality obligations, in case of infringement by one party of the other party’s Intellectual Property Rights or indemnification obligations.

Other provisions

Proacciona reserves the right to change or modify any of the terms and conditions contained in this Agreement, as well as any policies governing the Service, at any time by posting the new agreement on http://www.tfc.proacciona.es or any other URL that Proacciona provides. Customer is responsible for regularly checking for any updates to this Agreement. Any changes or modifications to this Agreement will be binding (i) when both parties agree to them in writing, (ii) when Customer agrees online to update them, or if (iii) after Proacciona updates such terms, Customer continues to make continued use of the Service.

Proacciona and Client agree to communicate and notify all incidents that occur throughout the term of the various services that may have contracted, preferably and prior to any other means of communication, by email. Proacciona’s email for these communications will be comercial@proacciona.es and the Client’s email will be the one provided in the registration form of the service in proacciona.es. The Client agrees to have this email operative and to modify it from their private area if necessary to continue receiving communications. In any case, if any urgent problem or failure in the previous communication should occur, communications will be made by telephone, postal mail, courier or any other system appropriate to the purpose for which it is intended. However, the preferred means of communication is email, being exempt Proacciona from any liability that may arise from the lack of consultation or error in the email provided by the Client. Each of the parties shall be responsible for the safekeeping and custody of the copies of the communications made.

Assignment Neither party may assign or transfer any part of this Agreement without the written consent of the other party, but only if (a) the assignee agrees in writing to be bound by the terms of this Agreement and (b) the assigning party remains liable for the obligations under the Agreement prior to such assignment. Any other attempted assignment or transfer shall be null and void.

Change of Address Upon a change of address (e.g., by purchase or sale of stock, merger or other form of corporate transaction), (a) the party undergoing the change of address shall provide written notice to the other party no later than thirty days after such change occurs and (b) the other party may immediately terminate this Agreement at any time during the period between the change of address and thirty days after receipt of the written notice in subsection (a) above.

Force Majeure Neither party shall be liable for inadequate performance, provided that it is caused by a circumstance beyond the reasonable control of the party such as, but not limited to, natural disasters, acts of war or terrorism, riots, labor disputes, governmental actions and Internet failures.

No waiver Failure to enforce any provision of this Agreement shall not constitute a waiver thereof.

Severability of Terms If any provision of this Agreement is held to be unenforceable, the remaining provisions of the Agreement shall remain in full force and effect.

The contracting parties are independent and this Agreement does not constitute any representation, partnership or joint venture.

No third party beneficiaries This Agreement does not contemplate any third party beneficiaries.

In no event shall the provisions of this Agreement limit either party’s ability to seek equitable compensation.

Applicable Law This Agreement shall be governed by the laws of Spain. THE PARTIES AGREE THAT ANY DISPUTE ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED SOLELY AND EXCLUSIVELY IN THE JURISDICTION OF THE PROVINCE OF BARCELONA, SPAIN, UNLESS OTHERWISE REQUIRED BY LAW.

Amendments Any amendment must be in writing and must expressly state that it is an amendment to this Agreement.

The following paragraphs shall survive the expiration or termination of this Agreement: 4, 6, 7.1, 12.2, 13, 14 and 15.

Entire Agreement This Agreement and all documents referred to herein constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements on such subject matter. The terms and conditions found in a URL and referred to in this Agreement are incorporated herein by this citation.

Interpretation of Conflicting Terms If there is a conflict between the documents comprising this Agreement, the hierarchy of authority of the documents shall be: the Quotation/Agreement and the terms and conditions contained in the URLs provided. If Client enters into a physical agreement with Proacciona to receive the Services, such agreement shall supersede this online Agreement.

Duplicates The parties may execute this Agreement in duplicate, including facsimile, PDF or other electronic copies, which together shall constitute one instrument.

Personal data protection agreement

Information to the Client of the existence of a file and request for consent for the automated processing of personal data: In relation to the personal data provided by the Client in the registration form on proacciona.es, Proacciona strictly complies with the current regulations established in Law 15⁄1999 on the Protection of Personal Data and other legislation that develops it and informs the Client that such data will be included in a file for automated processing, the Client giving consent by accepting these general conditions to such treatment.

Purpose of the data: Proacciona collects certain personal data that are freely entered by the Client in a form in order to be able to contract the different services as well as to answer and identify the requests made by the Client. Proacciona reports that automatically manage this data for the administration, expansion and improvement of its services as well as for technical and commercial purposes on the products and services offered. Also, Proacciona collects certain data in the area of human resources and in the area of distributors and affiliates in order to proceed to the selection of future employees and distributors of the company and maintain contact with them. In any case, the data collected and processed by Proacciona are only the basic ones for the purposes mentioned above. Proacciona also collects certain basic data from sources accessible to the public in order to perform commercial tasks on the services provided by the company.

Compulsory data entry: To access the Proacciona website (proacciona.es) it is not necessary to provide any data. However, to make requests for information or make a request for a specific service it is necessary that the user provides data in the forms on the website for the purposes described above. All fields are mandatory except those specifically marked as optional. If they are not filled in, the consequence is the impossibility of providing the service to be contracted or the impossibility of sending the request for information.

Rights of access, rectification, cancellation and opposition: The Customer who enters their personal data in the registration forms will be fully entitled to exercise their rights of access, rectification, cancellation and opposition at any time by requesting it to comercial@proacciona.es, or by mail to: Proacciona BCN SL, C/ Calàbria 55 08530 – La Garriga, always accompanying the request with a copy of the NIF of the owner of the data.

Data controller: The data controller is Proacciona with registered office at C/ Calàbria 55, Barcelona, Spain. 08530 – La Garriga. Proacciona has duly registered its files with the Data Protection Agency, which can be consulted at www.agpd.es. Proacciona is in no way responsible for the data that may be hosted by the user in the various services offered as Proacciona neither collects these data nor treats them, assuming the Client the responsibility for them.

Transfer of data: There is no transfer of data to third parties totally unrelated to Proacciona, except to comply with any judicial, fiscal or administrative order.

The Client by accepting the present conditions accepts that their data may be transferred to companies with identical social composition (same shareholders) that Proacciona, these data in any case will be treated for the same purposes as for Proacciona. Proacciona informs the Client that by adhering to these general conditions gives its consent to the necessary and essential communication of its data to manage the services it has contracted, communication linked to the very purpose for which the data were entered and, therefore, related to the free and legitimate acceptance of the legal relationship between the Client and Proacciona, whose development, fulfillment and control involves the necessary communication of these data.

Security: Proacciona ensures absolute confidentiality and privacy of personal data collected and therefore security measures have been adopted to prevent alteration, loss, unauthorized access or processing, and thus ensure its integrity and security. However, Proacciona will not be responsible for any incidents that may arise in relation to personal data when these arise: either from an attack or unauthorized access to the systems in such a way that it is impossible to detect or prevent it even by adopting the necessary measures according to the state of current technology, or from a lack of diligence of the end user or client in terms of the guard and custody of their passwords and personal data. Proacciona has as an additional guarantee a SSL security certificate, offered by RAPIDSSL (www.rapidssl.com) to guarantee the transmission of personal data under a secure area.

Use of cookies: Proacciona uses cookies to obtain information and perform statistical analysis on the use of the website proacciona.es – which can always also be consulted and used anonymously – and to enable the operation of some services. The cookies used by Proacciona are anonymous and do not refer to the Client’s personal data, nor can they be used to access any data that the Client may have on his/her hard disk. The identity of the Client is never inserted directly into the cookie and is therefore not interceptable. The only non-anonymous cookies, i.e. that allow identification, can only be assigned with the Customer’s prior authorization when he/she wishes to have immediate identification to access restricted areas of the website without the Customer manually inserting his/her passwords. In any case, if the Customer does not want these cookies to be installed, he can configure his browser to prevent it without any alteration or modification in the use of Proacciona websites.

Accuracy of the data: The Client is responsible for the accuracy of their data, pledging not to enter false data and to proceed to rectify them if necessary. Proacciona makes available to the Client all the means to proceed to the modification of their data. This modification is allowed from the unique private and secure area that the Client has in tfc.proqacciona.es and which is accessed through the keys obtained with the user registration; hence the Client must be especially diligent in the care and custody of these keys. The Client declares that when he does not introduce his personal data but those of a third party is authorized by the latter for its introduction.

Spamming or sending unsolicited emails: Proacciona is absolutely contrary to the practice of spamming and never performs this type of behavior – Proacciona only sends information to emails provided by those who have registered as users of the Proacciona website and, therefore, accepted these General Conditions and its data protection policy for sending this information or, where appropriate, to those who, after telephone contact have authorized the sending of these emails. Proacciona will not allow the use of these practices by the USER, proceeding to the withdrawal of the services that may have contracted with Proacciona and reserving the legal actions that may be appropriate.

Data processor: Proacciona will act as data processor in relation to any personal data for which the user is responsible and are hosted on the service tfc.proacciona.es and provided that Proacciona servers are the main location of the file and this is expressly stated. Proacciona will therefore assume the legal obligations established by the Organic Law 15⁄1999 of December 13 for the Protection of Personal Data for the data processor – article 12 – not being therefore in any case the provision of these data by the user responsible for them a transfer of data for the purposes determined by law.

In this way, Proacciona will provide the services to the person responsible for the data in the terms set out in the General Conditions of the specific service contracted by the user. Proacciona will therefore only process this data according to the instructions given by the person responsible and only for the purposes indicated in the contract of the requested service, not communicating this data to third parties and always respecting the confidentiality of the same. Proacciona therefore adopts in the processing of this data all security measures, organizational and technical level BASIC required by Article 9 of the Data Protection Act and legislation that develops it. The Client is therefore solely responsible for the data that hosts or may be obtained through the services contracted with Proacciona and therefore it is he who must comply with current legislation by notifying the Data Protection Agency the corresponding files and, in general, to fulfill the obligations that this legislation marks in relation to personal data that hosts. In case of having to implement higher level security measures, the client must inform Proacciona, which will prepare a specific budget. Without the express agreement of Proacciona, it is forbidden to store in Proacciona’s systems any sensitive or very sensitive personal data, according to the definitions set out in the LOPD.

Proacciona Service Level Agreement

Scope of Application: This Agreement shall apply to Customers who have contracted for the TFC.proacciona.es service or any consulting services provided by Proacciona under a payment plan during the term of the Proacciona Agreement (the “Agreement”). This Agreement guarantees Customer a refund of a portion of its invoices on the occasions when Proacciona defaults in accordance with the terms hereof.

Service provision: 24 hours a day, 365 days a year during the term of the contract if the service is provided through tfc.proaccioa.es and during office hours 8h/day (working days) if the service is off-line consulting.

Contact: Proacciona provides its customer a permanent contact with Proacciona’s technical and commercial support through e-mail comercial@proacciona.es. In case the customer identifies an issue, he/she can contact Proacciona support during business hours and business days (Monday-Friday from 9am to 6pm).

Exceptions: customers will not be compensated for the possible inoperability of the service when:

• Is directly caused by the customer’s activity.
• Performing maintenance tasks for which the customer will be notified in advance and emergency maintenance using (i) the notification system visible after identification in the Service itself, as the main communication channel, (ii) email, (iii) publications in the Proacciona blog (if deemed necessary).
• All those contained in the general conditions of the Proacciona service.