TERMS AND CONDITIONS OF CONTRACT SOFTWARE LICENSE AGREEMENT FOR THE “`WWatcher” SERVICE

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Last updated: January 30, 2024

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SERVEIS INTEGRALS ESED, S.L., with Tax ID B65440729 and its notification address at Avenida Ernest Lluch, 32, Building 2, Tecnocampus Mataró, Postal Code 08302 Mataró (Barcelona) ("ESED"), is the owner of all rights, including copyright, intellectual, industrial, commercial exploitation, and/or any other rights related to the tool where users can set rules that trigger actions based on the use of a company's information by the users (hereinafter, the "Tool"), which the client licenses in a Software as a Service (SaaS) model.

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The Tool will be accessible through the website: (https://www.wwatcher.com).
In addition to these Terms and Conditions, the client's relationship with ESED will be governed by, among others, ESED's Privacy Policy and Cookie Policy, as well as any other contractual documents both parties sign in relation to the service provided by ESED, complementing these terms and conditions of contracting.

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1. Object and description of the tool. Grant and scope of the license
  1. These Terms and Conditions: Software License Agreement for the “WWatcher” Service (hereinafter, the “Terms and Conditions”) are intended to inform the client of the Tool (hereinafter, the “Client”) about the rules governing their relationship with ESED and the use of the Tool.
  2. The purpose of the Tool is to prevent the leakage and unauthorized transmission of data from the Client’s company, organization, or entity through a set of functionalities.
  3. To stay updated on the functionalities, the Client agrees to review them on the website (https://www.wwatcher.com) each time they access the Tool.
  4. Additionally, through the Tool, the Clients will be able to implement security measures to protect information and prevent or restrict their professionals or employees from downloading Client data without authorization or in an unauthorized manner. To perform its functions, the Tool does not require access to personal data of the Client’s employees or professionals.
  5. Once the registration process is completed and the Client has access to the Tool under the conditions specified in these Terms and Conditions, the Client will be able to set rules and protocols through the Tool for the downloads that their professionals or employees may make from the Client’s data. By way of example, the Client can set a maximum number of file downloads per employee. If an employee exceeds this number, the Client can decide to apply one of two scenarios: either an alert is triggered to the Client regarding these downloads, allowing them to decide whether to restrict the employee's access or send a warning, or, as a second option, the Client can automatically restrict the employee’s access until the employee provides an explanation for the downloads.
  6. For clarification purposes, the Tool does not make independent decisions; all decisions are always made by the Client, who is solely responsible for configuring them and for any consequences that may arise from the application of the protocols set by the Client in the Tool, whether for employees or third parties.
  7. These Terms and Conditions constitute a binding legal instrument that connects users of the Tool who are Clients with ESED. This document governs the conditions of use of the Tool, and its express acceptance is required to activate the service.
  8. By accessing the services of the Tool, the Company expressly accepts the terms of this document, stating that they have had access to these conditions prior to entering into any contract with ESED and that they have read and understood its content.
  9. Through these Terms and Conditions, the Client is granted an end-user license to access and use the Tool (hereinafter, the “License”). The License is granted to Companies on a non-exclusive, non-transferable basis, for the duration of the subscription period. Any rights over the Tool other than the right to use it are expressly excluded from this License. Consequently, the Client may not sell, rent, lend, distribute, assign, or transfer the Tool in any way to third parties, except as provided in these Terms and Conditions. The License will remain valid as long as the Client has an active subscription.
  10. It is expressly prohibited for Clients to assign and/or transfer the licenses granted in any form, whether free of charge or for any consideration.
2. Access to the tool and updates:
  1. Once these Terms and Conditions have been formalized and the registration process is completed, the Client will gain access to the Tool. The registration process will require the Client to fill out a series of fields (such as company name, tax ID number, contact email, etc.) that are necessary for a valid registration. The Client agrees to provide truthful information during the registration process and to update it whenever there are changes to that information. ESED assumes no responsibility for any failures by the Client to update their information.
  2. Additionally, during the registration process, an administrator user from the Client’s side will need to authorize the necessary access and permissions to the Tool, particularly the access to the Client's Office 365 tenant. ESED will inform the Client about which authorizations must be granted.
  3. The Client understands that the Tool cannot be used unless the necessary permissions and/or authorizations are granted. The lack of the aforementioned authorizations or the Client’s failure to use the Tool will in no case relieve the Client from paying any ongoing subscription fees.
  4. Only individuals over the age of eighteen (18) are permitted to register a Client account.
  5. Access to the Tool will be granted via an access key consisting of an email address (login) and a password. The identification codes and access keys provided to Clients are personal and non-transferable. It is the Client’s responsibility to take due diligence to prevent unauthorized access or use by third parties who might access or use the identification codes or keys on their behalf. Furthermore, the Client is solely responsible for the selection, loss, theft, or unauthorized use of any identification code or key and for any consequences arising from such events.
  6. The Clients declare that they have the authority and/or sufficient legal representation to register and, if applicable, to bind the entity they represent.
  7. When one or more updates to the Tool occur during the period in which the License is valid, the Client will have access to those updates. This does not apply if, according to the License, the Company has purchased a License limited to a specific time frame.
  8. ESED may periodically update the content of the Tool. In any case, the frequency of updates indicated by ESED on its website or other channels is merely indicative and may be subject to change, among other reasons, due to the unavailability of sufficient new data.

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3. Duration of the license
  1. The subscription to the License will be of indefinite duration from the day the Company is granted access to the Tool. Early termination may occur under the following circumstances:
    • The Client cancels their subscription in accordance with the terms of clause six of these Terms and Conditions.
    • ESED notifies the Client that their License will be terminated with a minimum of fifteen (15) days' notice to the termination date indicated by ESED in its communication to the Client. For clarification, a simple notification to the email address provided by the Client during the registration process will suffice.
    • Termination due to the Client's failure to meet the obligations outlined in these Terms and Conditions, the provided warranties, misuse of the Tool, or any other circumstances specified in this document.
4. Price and payment:
  1. The subscription model for the Tool can be chosen by the Client, selecting between a monthly or annual subscription model. However, specific and updated information regarding the License price, detailing applicable taxes, can be found through the following link (URL). In case of any contradiction between this section and the information in the link (URL), the information in the link will prevail.
  2. In the case of a periodic subscription, payment will be made at the start of each subscription period (including both the first subscription period and each of its renewals) for the total amount corresponding to the subscription period. The Client must pay the first full monthly fee regardless of the day of the month or year they subscribed to the service. For clarification, there will be no prorating in the subscription month or in the cancellation month unless otherwise agreed.
  3. Unless the Client cancels their subscription prior to the end of the current subscription period, ESED will invoice the amounts corresponding to the next billing period.
  4. All payments are processed through an external service provider, which is responsible for making the charges on behalf of ESED to the payment method selected by the Client from the available options. ESED does not guarantee nor is it responsible for the availability or accessibility of the payment platform, its interruption, or any computer failures, errors, or delays that are not attributable to ESED.
  5. Prices displayed in the Tool are quoted in euros (€). Unless otherwise specified, the prices shown do not include VAT or any other taxes that may apply.

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5. Price modifications:
  1. ESED reserves the right to modify the prices at any time.
  2. In such a case, ESED will notify the Company of the new prices with sufficient advance notice. When the Client has a periodic subscription, the price modification will only be applicable from the next subscription period, so the current subscription period will not be affected.
  3. If desired, the Client may choose to terminate the License during the subscription period before the price modification becomes applicable.

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6. Cancellation:
  1. The Client may cancel their subscription to the Tool at any time. If the Client cancels their subscription, the cancellation will take effect at the end of the current subscription period.
  2. When the Client cancels a subscription, they will still have access to the Tool for the remaining time until the current subscription period ends.
  3. The cancellation of an ongoing subscription will not result in the refund of amounts previously paid or any other amounts that, if applicable, are pending payment.

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7. Technical specifications
  1. The Tool is designed and prepared to operate on a computer system that meets certain technical specifications.
  2. Access to the Tool will be made through the ESED server, i.e., under a "SaaS" model.
  3. In this regard, the Client accepts that the Tool has not been previously tested in their network environment, and therefore the Client assumes full responsibility for any compatibility issues arising from changes imposed by the Client in that network environment.
8. Obligations of the parties
  1. The License for use of the Tool under these Terms and Conditions obligates the Parties to assume the following obligations:

8.2. Obligations of ESED:

  1. Under these Terms and Conditions, ESED agrees to provide the following services for the Client:
  • Make the Tool available and supply it to the Client under the conditions established in these Terms and Conditions and any other conditions agreed upon in a separate agreement.
  • Provide the Client with updates to the Tool during the validity of these Terms and Conditions and, if applicable, during its renewals.
  • ESED agrees to maintain the server hosting the Tool in good working order.

8.3. Obligations of the Clientes:

  1. Pay ESED the corresponding subscription fees.
  2. Use the Tool subject to the license for its own use, prohibiting its use for other purposes and, especially, for any use that violates laws related to the national security of any State, infringes third-party rights, or invades the privacy or honor of third parties.
  3. Grant the necessary authorizations and permissions in their systems for the proper functioning of the Tool, and ensure that their systems are compatible.
  4. The Clients must implement the necessary cybersecurity measures to prevent the theft and theft of credentials and/or unauthorized access to the Tool.
  5. The Clients may not perform reverse engineering, decompile, disassemble all or part of the Tool, modify or alter the Tool, or its code, accessories, or components, unless expressly authorized by ESED.

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9. Ownership of the tool
  1. All intellectual property rights over the Tool are owned by ESED or third parties.
  2. ESED will retain all legal and effective rights, titles, and interests over the Tool, as well as all intellectual property and exploitation rights over the Tool or in relation to it, anywhere in the world.
  3. The rights to use the Tool are granted to the Client under a license (not a sale), and the Client has no rights over the Tool or regarding access to it, except for the right to use it under these Terms and Conditions.
  4. Unless expressly authorized in these Terms and Conditions, the Client may not sublicense, duplicate, reproduce, sell, rent, lease, license, distribute, or otherwise use the Tool and/or any of its elements for any purpose other than that expressly authorized in these Terms and Conditions.
  5. ESED will also be the exclusive owner of any other work, program, and/or technology delivered to the Client in fulfillment of these Terms and Conditions.
  6. Unless expressly authorized in these Terms and Conditions, the Client may not divide or fragment the Tool into different parts or modules to use them independently.
  7. The Client will refrain from deleting, modifying, or otherwise altering any copyright notices in favor of ESED, as well as, among others, the name, logo, or trademark identifying ESED in any documentation provided in any format in the context of these Terms and Conditions.
  8. The Client will take all reasonable measures to ensure that all their employees and administrators are notified that the Tool constitutes confidential information and that any intellectual property rights existing over it are the exclusive property of ESED. Likewise, all Clients will make reasonable efforts to ensure that the parties referred to in this paragraph comply with all the conditions and provisions outlined in these Terms and Conditions.
  9. The Client may provide ideas for corrections, improvements, comments, suggestions, or recommendations, or other feedback regarding the Tool or other elements of ESED's services. If the Client provides feedback, they grant ESED the worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable, and royalty-free right to use, reproduce, distribute, publicly display, perform, or otherwise exploit and incorporate the feedback, in whole or in part, into the services, and to use any products and services of ESED that incorporate such feedback, as well as to back them up in any manner and through any medium ESED deems appropriate. This right is granted without any restrictions or obligations in order to operate, develop, provide, promote, and improve the Tool, including research, the development of other new products, and assistance with potential marketing efforts by ESED.
10. Limitation of access to the tool:

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  1. The Client's access to the Tool may be restricted and/or limited by ESED in the following scenarios, without prejudice to any other actions that ESED may take in accordance with these Terms and Conditions and their Annexes, or in accordance with the law:
  • When maintenance or updates are being performed on the Tool.
  • When ESED suspects that the Client is using the Tool in violation of the terms of these Terms and Conditions or applicable law.
  • When necessary to comply with a judicial requirement or that of any competent authority, or with applicable regulations.
  • When the Client fails to fulfill their payment obligations on time.
11. Unauthorizzed uses

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  1. The Client must use the Tool only for its intended purposes: performing security validations for their websites in order to detect vulnerabilities.
  2. The following list includes, by way of example, some of the commitments the Client assumes:
  • Not using the Tool to detect vulnerabilities on third-party websites;
  • Not using the Tool for the transmission, installation, or publication of any virus, malicious code, or other harmful programs or files;
  • Not registering under a false identity or impersonating others;
  • Not breaching, or attempting to breach, the security or authentication measures of the Tool or any connected network;
  • Not performing reverse engineering, decompiling, disassembling, or attempting to discover the source code, object code, structure, ideas, or underlying algorithms of the Tool, except where permitted by law;
  • Not using the Tool in an illegal manner, contrary to good faith, morals, or public order;
  1. The above list is for guidance purposes only, and the Client must comply at all times with all other applicable obligations under these Terms and Conditions and the current regulations.
  2. The Client acknowledges and agrees that ESED does not control the Client's use of the Tool, nor sets the Client's protocols or alerts that the Tool may generate, nor has effective knowledge of whether the activity carried out through the Tool is unlawful or harms the rights or property of any third party. For these purposes, if the Client engages in unauthorized use of the Tool or if, for any other reason, their use causes harm to ESED or third parties, the Client agrees to indemnify ESED.
12. Responsabilities and warranties
  1. ESED guarantees that it is authorized and/or licensed to grant this License, and will indemnify the Client from any liability, undertaking to defend the Client against any third-party claims, lawsuits, demands, actions, damage claims, fines, or costs (excluding legal fees, to the extent permitted by applicable law) arising from ESED's breach, if any, of this warranty.
  2. The Tool is provided "as is" and "as available," and no claims will be accepted regarding alleged specifications the technology should meet. Specifically, ESED will not be bound by any commitments or promises made by persons outside of its company, nor by mistaken expectations regarding the functionality of the technologies.
  3. To the extent permitted by applicable law, ESED does not guarantee or ensure error-free operation of the Tool, nor that it will meet the licensee's requirements, nor that it will operate without interruptions or errors, nor that any defects in the Tool will be corrected. ESED is not responsible for how the Client uses the technology, assuming legal, ethical, and always within the Client's institutional competencies.
  4. ESED shall not, under any circumstances, be liable to the Client and/or any third party for any direct, indirect, incidental, punitive, exemplary, or other special categories of damages (including but not limited to loss of profit) arising from or in connection with the performance of the activities subject to these Terms and Conditions by ESED, even if ESED has been or should have been aware of the possibility of such damages.
  5. To the extent permitted by applicable law, under no circumstances will ESED be liable to the Client for any other damages, whether under contract, tort (including fraud), breach of a legal duty, or otherwise, arising from these Terms and Conditions or in connection with them, or resulting from the use or misuse of the Tool.
  6. The Client assumes any damages, losses, and/or costs that may arise from incompatibilities between the technologies or their updates and the Tool and/or third-party properties the Client may have installed on their systems, as well as other issues that may arise from the interaction between programs or from matching code chains.
  7. In any case, ESED will not be responsible in any way, with any person or entity, for any harm allegedly caused by the use or non-use of the technologies, whether directly or indirectly, due to operational errors or damages caused by events outside of our control, nor for the Client's failure to fulfill their obligations, including but not limited to: the good condition of the computer system and electrical supply installation, control of access to the technology to prevent manipulation by unauthorized or unqualified individuals, contracting of periodic maintenance services for hardware and software, prevention of viruses and faulty programs installed on the same hard drive, work interruptions, economic losses, or expected loss of profits as a result of using the technologies, as well as any other reasonable preventive measures.
13. Indemnities
  1. The Client agrees to indemnify and hold ESED harmless from each and every claim, demand, action, lawsuit, proceeding, cause of action, judgment, damages, losses, liabilities, settlements, and costs or expenses (including, without limitation, interest, penalties, and reasonable attorney’s fees and costs), that may be presented or filed against ESED as a result of the Client’s use of the Tool in violation of the provisions of these Terms and Conditions and their Annexes.

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14. Assignment and subcontracting
  1. ESED may assign, transfer, subcontract, or delegate to third parties the rights and obligations arising from these Terms and Conditions to another company or group, in which case, ESED will inform the Client of such circumstance.
  2. The Client may not, under any circumstances, assign, subcontract, or delegate to third parties the rights and obligations arising from these Terms and Conditions unless expressly approved by ESED.

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15. Confidentiality
  1. Any information, whether technical, financial, commercial, or of any other nature, provided and disclosed by ESED to the Client in connection with the Services, whether orally, in writing, or by any other means, shall be considered confidential information (hereinafter, "Confidential Information"), unless ESED notifies the Educational Center otherwise in advance and in writing.
  2. During the term of these Terms and Conditions and for a period of ten years following their termination, the Client agrees to maintain strict confidentiality, not disclose to third parties, and diligently protect ESED's Confidential Information. Notwithstanding the above, the confidentiality obligations outlined in this clause will remain in effect indefinitely for information that is considered trade secret under applicable law, provided that such information retains its trade secret status.
  3. The Client agrees to apply the same diligence in protecting ESED's Confidential Information as it applies to protect its own Confidential Information, as long as the protection meets minimum requirements consistent with market practices.
  4. The Parties will impose these confidentiality obligations on their employees and collaborators and will be held accountable to ESED for their actions.

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16. Data protection:

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  1. These Terms and Conditions shall be governed by ESED's Privacy Policy and Cookies Policy, available at Privacy Policy, Cookies Policy, and the "DATA PROCESSING AGREEMENT" that the Client must sign with ESED.
17. Notifications:
  1. Any notification that the Client must make to ESED under this document must be made in writing, signed or authorized by the legal representative of the Company, and sent to the email address: esed@esedsl.com. The calculation of any deadline for notifications from the Client to ESED will begin from the moment ESED receives it.
  2. ESED will contact the Clients via the email address provided by the Client during the registration process. Any notification sent to this email address will be considered valid from the moment it is issued.

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18. Miscellaneous:
  1. These Terms and Conditions and their Annexes together constitute the only agreement between the parties and form part of the relationship regarding the subject matter thereof.
  2. The Clients and all their employees and professionals are independent from ESED and have no type of dependency, employment, agency, or representation relationship with ESED. The role of the Tool is limited to serving as a communication channel between the various agents involved in an internship agreement, without creating any of the aforementioned relationships at the beginning of this section.
  3. The non-performance or delayed performance of any right or action under these Terms and Conditions does not constitute a waiver of such right or action, or any other right or action.
  4. The invalidity or nullity of any clause or provision of any of the clauses in this document will not affect the validity of the remaining Terms and Conditions. The parties will negotiate in good faith a valid, legal, and enforceable clause or provision to replace the clause or provision in question in terms as similar as possible.

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19. Applicable law and jurisdiction
  1. These Terms and Conditions are governed by Spanish law.
  2. For any dispute that may arise between the parties regarding the interpretation, fulfillment, and/or resolution of these Terms and Conditions, the parties expressly submit to the courts and tribunals of Mataró (Barcelona), waiving any other jurisdiction that may correspond to them.
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