The parties involved in the following software license acquisition agreement
Evolv Rehabilitation Technologies S.L., (hereinafter THE OWNER), with registered office in Bizkaia, Polígono Artunduaga, Calle Usausuaga nº 7, Basauri, and with the Spanish tax code registration number: B-95902433, who is the manufacturer of the EvolvRehab software (hereinafter THE SOFTWARE).
and
Any individual or legal entity (hereinafter THE CLIENT) that legally acquires THE SOFTWARE,  
accept the following conditions:

FIRST.- Object
The object of this document is to regulate the terms and conditions by which THE CLIENT obtains a non-exclusive and non-transferable license from THE OWNER for the use of THE SOFTWARE for themselves or by the Users.
SECOND.- Delivery
THE OWNER provides THE CLIENT with THE SOFTWARE and the keys and access for download, as well as the user manual and other documentation that accompanies THE SOFTWARE. 
THIRD.- Scope of the license
3.1.  Through the license, THE CLIENT will be entitled to the number and modality of copies of the license specified within the final purchasing invoice.
3.2. In the rest of the specifications and requirements, THE SOFTWARE is adjusted in its technical specifications and functionalities, as indicated in the "User Manual", the own license of THE SOFTWARE (contained in the software provided to THE CLIENT and of essential acceptance prior to installation on any equipment) and the rest of the documentation that accompanies the product, which THE CLIENT expressly accepts.
3.3. The acceptance of these conditions does not alter, modify or repeal previous agreements or licenses accepted by the parties, and especially the EULA of forced acceptance by THE CLIENT in the process of installing THE SOFTWARE on their computer.
3.4. This document does not include additional services to those expressly specified in it or its annexes, such as hosting or data processing, information, or any remote service by THE OWNER. In case you want to hire one or more of these services, the characteristics, and conditions of them will be reflected in a contract that will be added to the present. 
FOURTH. THE OWNER Obligations
4.1. Provide training to THE CLIENT according to what is specified in each case for each type of license or product.
4.2. Offer the Support and Training in the terms specified for it in the corresponding clause of the present conditions. The information and scientific-technical knowledge used in the development of training courses / activities, as well as the texts and other didactic materials used in them, are the property of THE OWNER, according to the provisions of the Intellectual Property Law in force.
4.3. In this sense, THE OWNER grants a non-exclusive license to THE CLIENT for the use of the aforementioned materials and knowledge internally, being expressly required by THE OWNER for use outside this area, especially for communication to third parties.
FIFTH. CLIENT Obligations
5.1. Acceptance of licenses and conditions of third parties.
a) THE SOFTWARE requires, for its use, certain hardware or software that may or may not be supplied together with THE SOFTWARE. THE OWNER does not own the rights to these additional elements, nor does it act in any way in the name or on behalf of its legitimate owners.
b) THE CLIENT must accept and fully respect the licenses, conditions, warranties and other requirements of these different software and hardware elements in order to make use of THE SOFTWARE. In case of any problem or dysfunction derived from these third-party hardware or software elements, THE CLIENT must contact and act in accordance with the documentation referred to in the previous paragraph, that is, directly with the owner of these elements.
5.2. Updates:
a) THE CLIENT must install all the updates and patches as they are provided during the period of validity of the Support Service. 
b) THE CLIENT expressly accepts and acknowledges that the lack of installation of updates and patches may impair the operation of THE SOFTWARE, leading to the impossibility of its use, and even the impossibility of installing and using the updates and subsequent versions sent to it.
SIXTH.- Intellectual Property
6.1. The software that THE OWNER delivers to the CLIENT, as well as the user manual and any documentation accompanying the product in its physical version or available for download, belongs to THE OWNER or has the precise rights for its use, and are protected by the corresponding intellectual and industrial property rights.
6.2. THE CLIENT may not assign or transmit to third parties, for any reason, the rights licensed by this contract, or allow its use to third parties, nor may it use it for any other purpose than that indicated in section three of these stipulations without the express authorization of THE OWNER. The granting of this authorization is the exclusive decision of THE OWNER and any authorization would be granted in Annex I of this contract.
6.3. THE CLIENT may make a backup copy of THE SOFTWARE when it is necessary for its use, and must respect the same guarantees, security measures and limitations established in this document.
6.4. THE CLIENT may not reverse engineer, decompile, disassemble, reproduce, translate, modify, version, commercialize, duplicate, transform, eliminate, or transmit to a person or entity, partially or in its entirety, in any form or by any means, the source code and / or object of THE SOFTWARE, without express authorization of THE OWNER.
6.5. THE CLIENT is prohibited from making copies of the manual or printed material accompanying THE SOFTWARE and disseminating, distributing, or making public said material without the express authorization of THE OWNER.


SEVENTH.- Support
7.1. The Technical Support service will be provided while THE CLIENT renews the license in the case of a Subscription license of THE SOFTWARE or for 2 years from the payment of the license in the case of the OnPremises versions. 
7.2. The support does not include: (i) the correction of errors that are attributable to handling outside the specifications of THE SOFTWARE manufacturer or by third parties unrelated to THE OWNER; (ii) the correction of Software not delivered directly by THE OWNER; (iii) The necessary tasks to restore the previously existing situation to the moment that, due to the performance of incorrect operations by THE CLIENT or of the Users or persons to whom he has given access to THE SOFTWARE, would have caused the loss of information, the destruction or disorganization of files, or any other analogous circumstances; (iv) the adaptation of THE SOFTWARE to the special circumstances or to the particular contingencies that may be caused to THE CLIENT or to the needs that may arise from its use; (v) the correction of anomalies or problems of operation that are attributable to the hardware or software used by THE CLIENT or the Users, such as antivirus, firewalls, networks, etc. and whose occurrence has no causal relationship with THE SOFTWARE; (vi) the repair or correction of damages or damages caused in the application or system due to the effect of computer viruses; (vii) the substantial modification necessary to adapt THE SOFTWARE to legal requirements that appear or come into force during the term of this agreement; and, (viii) the physical presence of a technician in the CLIENT's facilities, although this presence may be requested by billing an additional cost.
7.3. THE OWNER’S Obligations
a) Provide THE CLIENT with the updates and versions of THE SOFTWARE that are generated during the relationship period with THE OWNER based on the scope of the contracted licenses.
b) To provide, by itself or through the participation of its own service and support departments, the technical support service in accordance with industry standards. Due to the nature of the technical support activity, the resolution of each incident cannot be guaranteed within a specific timeframe.
c) Technical support will be provided in Spanish and English by email and telephone, Monday through Friday from 09:00 to 16:30 (except holidays in Bizkaia or Spain).
d) The contact information is:
Email: support@evolvrehab.com
Phone: +34 946 52 63 47
7.4. CLIENT’S Obligations
a) THE CLIENT is obliged to use the technical tools that the Support Service indicates and provides for the communication, management and resolution of the incident, such as remote access software, etc. 
b) THE CLIENT is obliged to provide sufficient support to the Support Service designated by THE OWNER, reporting on those aspects that are necessary for the solution of the various incidents that may arise, in the terms included in this document. THE OWNER may require THE CLIENT to collaborate in order to reproduce the incident, in order to determine if it is due to a malfunction of THE SOFTWARE or to an improper handling of the CLIENT. THE CLIENT will cooperate with THE OWNER in the aforementioned procedures and will manage the tasks that are the responsibility of his IT department.
c) THE CLIENT shall provide the Support Service with reasonable, free and secure access to the system in which the application was installed.
d) THE CLIENT must safeguard the backup copies of the information, databases and other elements or solutions, assuming exclusively the responsibility for the recovery and restoration of lost files, data and programs.
EIGHTH. Guarantees and responsibility
8.1. THE OWNER guarantees the good condition of the elements and software that make up THE SOFTWARE for a period of 2 years.
8.2. In the event that THE CLIENT communicates to THE OWNER any defect in the elements delivered that prevent proper operation, THE OWNER must repair these elements or, where appropriate, replace it with another that is in perfect working order.
8.3. This warranty is not applicable in the case of malfunction due to improper use or treatment by THE CLIENT or a failure in the equipment in which THE SOFTWARE was installed if not an Evolv RehabKit. Nor is it applicable to defects caused by inappropriate use, especially if directions of the instructions for use are not observed, normal abrasions as well as failures which affect the value or use of the product insignificantly. Neither is applicable in case THE CLIENT takes more than three months to inform THE OWNER of any defect found from the moment he discovers it.
8.4. Under no circumstances will THE OWNER respond for the loss or damage of the equipment that contains the software, the manual, or the documentation delivered with the product.
NINTH. Economic conditions
9.1. The delay in the payment of any invoice may cause a disruption to the service to THE CLIENT. 
TENTH.- Confidentiality
10.1. THE CLIENT undertakes to keep secrecy and maintain the strictest confidentiality with respect to any information regarding THE SOFTWARE and the documentation provided.
10.2. This obligation of confidentiality will remain in effect during the term of this contract and after its completion.
ELEVENTH.- Contract resolution
11.1. The breach by any of the parties of the obligations of these conditions (or its annexes), will entitle the other party to request the immediate termination of this agreement and to claim compensation for damages that, given the circumstances, may correspond.
11.2. They will also be cause for termination of this agreement:
a) The extinction of the legal personality or incapacity of any of the parties.
b) The bankruptcy or suspension of payments of anyone, without prejudice to the claims that each could exercise against the other.
c) In the event of a delay in payment of more than thirty (30) days of any amounts owed to THE OWNER, even if there is no prior notice for payment by THE OWNER.
d) If THE CLIENT becomes insolvent, even if his insolvency is provisional.

 
TWELFTH.- General issues
The language applicable to these Conditions is Spanish. If versions of the same Conditions have been offered in other languages, it has been for mere courtesy, for the convenience of the CLIENT, and they expressly accept the Spanish version governs this agreement. 
If there is any contradiction between what the Spanish version of these Conditions the translation version, the Spanish version will govern.
THIRTEENTH.- Legislation and jurisdiction
13.1. The present conditions attached to the Contract will be governed by Spanish laws.
13.2. For the interpretation and resolution of conflicts that may arise between the parties for any discrepancy, issue or claim resulting from the execution or interpretation of these conditions or related to it directly or indirectly, and expressly waiving any other jurisdiction that may apply, the parties submit to the jurisdiction of the Courts and Tribunals of Bilbao.