GENERAL TERMS AND CONDITIONS The provisions of this General Terms and Conditions shall be considered effective in the moment THE CLIENT request the software licenses and services provided by TECHEDGE and described herein. When requesting the services of TECHEDGE, THE CLIENT, whether natural or legal person, accepts the following terms and conditions. If the person requesting them is a natural person acting on behalf of a company or other legal entity, they also accept that they have the authority to bind the CLIENT in accordance with these terms and conditions. THE CLIENT will not be able to access the platform or the solutions listed below until they accept these terms and conditions. A. AZURE B. SAS SUBJECT OF THE CONTRACT. FIRST OPTION THE CUSTOMER will have the right to use the licenses for both _____ (put the SAS link) ___ and Microsoft's Azure platform (put the AZURE link) and at the same time entrusts TECHEDGE with the construction service of the digital architecture that allows the implementation of the solutions described above in their computer systems and that they can be implemented in Microsoft's AZURE platform, also described in the previous link. SECOND OPTION THE CLIENT requests TECHEDGE to build the digital architecture that allows the implementation of the solutions _____ (SAS) ___ in their computer systems and that they can be implemented on Microsoft's Azure platform (AZURE ), while enjoying the Accepting these conditions, THE CLIENT will have the right to use the use licenses of both _____ (SAS) ___ and Microsoft's Azure platform (AZURE) ADDITIONAL SERVICES. Complementary services, such as the installation and operation of the software, modifications of the software for specific needs, software support for the CLIENT, software configuration, the design of interconnection with other programs already available, as well as other programming services or training of the CLIENT's employees, will be stipulated in a separate and autonomous contract. Said services will be billed to the CLIENT separately. PAYMENT TERMS. The CLIENT agrees to pay for the software licenses within the period of 05 (five) days after the purchase of the software indicated in the First Clause of this agreement. Regarding the digital architecture services, the parties agree that the payment terms and conditions will be established in the economic proposal which will be presented by TECHEDGE after THE CLIENT contact him. The economic proposal issued by TECHEDGE and accepted by THE CLIENT, will be considered as part of the contract as “ANNEX I PAYMENT TERMS AND CONDITIONS”, and shall take effect as from the date THE CLIENT sign it. APPLICATIONS. A. Multiple Users and Network Interconnection The CLIENT may use the software in strict accordance with the provisions of the owners thereof within their use license models, understanding that TECHEDGE may not generate greater rights than those established by Microsoft AZURE and SAS, described below. Multiple users and / or the use of the program on different systems, such as different hardware, will be governed by the rules of the TECHEDGE license model provided in the TECHEDGE price list. B. Duplicates and Copies The CLIENT may not duplicate in any way any of the software or computer solutions implemented and must request authorization from TECHEDGE to generate any copy outside of the provisions settled in the software licenses and the present terms and conditions. Copying in any way the software licenses including mere enunciative effects, the output or emission of program codes on a printer and any photocopy of the corresponding manual is not authorized. C. Decompilation and Program Modifications The elimination of any copy protection system or any similar systems is only authorized to the extent that said systems prevent or obstruct the proper use of the program. The obligation to prove that such protection systems do not prevent or obstruct the proper use of the program rest upon the CLIENT. d. Transfer of License/Sub-license The CLIENT can only transfer or donate the software, including associated user manuals and any other accompanying material if the third party who acquires it declares that it assumes all rights and obligations in obedience to these terms and general conditions. In the event that the transfer takes place, the CLIENT must deliver all the program copies to the new client, including, where appropriate, all the backup copies. The CLIENT must destroy all the program copies that are not delivered. As a result of the transfer, the CLIENT will lose all and each one of the usage rights. The CLIENT is obligated to inform TECHEDGE about the aforementioned third party. TERMINATION AND LOSS OF RIGHTS TECHEDGE reserves the right to revoke the license granted on the software if the CLIENT fails to comply with any of the payments to be executed to TECHEDGE with respect to the present contractual relationship at the time in which the software is delivered, or if the CLIENT fails to comply with any of the payments owed to TECHEDGE at any time after delivery. From the notification of the revocation to the CLIENT, the software user licence will be automatically extinguished. The parties agree that the notification of the revocation will not be considered as a termination of the underlying individual contract, and the CLIENT cannot claim a full or partial refund of any previous payment. Likewise, the software licence will be granted subject to loss of the license granted to the CLIENT, as well as all the software usage rights, in the case of the CLIENT (i) fails to fulfil any of its due diligence obligations regarding to these terms and general conditions; or (ii) does not correct such breach of contract, even when it had been granted a reasonable grace period to do it so, or do not restore the respective condition or do not agree with the corresponding contractual obligations, and (iii) in consequence, TECHEDGE notifies the CLIENT such loss of usage rights Once the CLIENT has lost his software usage right because of any of the situations described above, all and each one of the software copies made by the CLIENT must be deleted and destroyed all together, and this circumstance must be notified immediately in writing to TECHEDGE. WARRANTY TECHEDGE will correct the defects of its software within the six-month warranty period counted from the software delivery and after the due notification to the CLIENT. At the discretion of TECHEDGE, the remedy will be carried out through the correction of the defects or the software substitution. It will be equivalent to a remedy of any defect the delivery by TECHEDGE of an alternative solution to a function with errors, which allows its use according to the contract at issue and whose implantation implies for the CLIENT only a relative moderate effort, just like a readjustment or reorganization. As a prerequisite to the request for remedy by the CLIENT, such defect must be able to be detected in the software in possession of the CLIENT, and the CLIENT must provide TECHEDGE with the documents accrediting the type and manner in which such a defect occurs. The application of any warranty is excluded in the event that the CLIENT has modified or extended the software and, as a because of this, any defect would have occurred. Due to the software has been developed for use on specific hardware platforms and to work in connection with other data processing software, as described in the relevant documentation, the application of the warranty will also be excluded if the CLIENT does not use the software in obedience to the operating rules laid down. If TECHEDGE provides certain services in answer to a notification of a defect with respect to the CLIENT has not been able to prove his existence, or if TECHEDGE corrects a defect which it is not responsible, TECHEDGE may require the CLIENT the usual payment for the provision of such services according to the price list in effect at any given moment. If TECHEDGE does not correct a defect that is validly covered by the provisions of the warranty discussed above or software replacement is not applicable, The CLIENT may claim a reduction in the licence fees or rescind the contract. COMPENSATION FOR THE INFRINGEMENT OF INTELLECTUAL AN INDUSTRIAL PROPERTY RIGHTS TECHEDGE shall defend and hold harmless the CLIENT from and against any arising from third-party infringement of Intellectual an Industrial Property Rights, trademarks or patents, as long as the following circumstances are met: - The CLIENT will notify in writing to TECHEDGE within 30 days the details of any claim made against him by any third party; - TECHEDGE, in its sole discretion, will reserve the right to assume the defence and litigation in this matter; and - The CLIENT will provide TECHEDGE with all the necessary information and support for such defence and litigation. The CLIENT shall be reimbursed by TECHEDGE for any related expenses arising from the assistance and support requested. This compensation will not apply if the alleged infringement it is based on software programs that are not valid or have been modified and the CLIENT refuses to use an updated version of the program, even though the use of an updated version of the program will reasonably prevent such potential claim or infringement. If the services/software infringe any third-party rights, or if TECHEDGE considers that these rights are infringed, TECHEDGE may, at its sole discretion and expenses: - Modify the program or re-perform the services, in order to prevent these third-party rights from being infringed; or - Facilitate the client a licence for later use of the corresponding program. If none of the previous alternatives is economically reasonable, TECHEDGE is entitled to withdraw the program and reimburse the CLIENT for the price paid. TECHEDGE and indemnify and hold harmless the CLIENT against any damages claim filed by third parties, and with it, all the claims of the client will be considered settled. MODULES AND USERS. The Software is equipped with a system that audits the effective use of the modules and the number of users. From the date the Software is used, the CLIENT will send TECHEDGE with a periodicity of one year, the information regarding the number of users or the number of hardware using it. Likewise, the CUSTOMER authorizes TECHEDGE to access the system either by remote connection or in situ, in order to verify the effective use of the system, after written petition notified by TECHEDGE. In the event that lager amount of users are detected, THE CLIENT and TECHEDGE undertake to regularize said licenses and the attached support services within 60 days after the notification sent by TECHEDGE. CONFIDENTIALITY A. Introduction and Purpose. The “Disclosing Party” means a party (including its employees, agents, subsidiaries, holding companies and affiliates) providing Confidential Information to the Receiving Party. The “Receiving Party” means a party (including its employees, agents, subsidiaries, holding companies and affiliates) receiving Confidential Information from the Disclosing Party. The purpose of this Agreement is to protect Confidential Information while maintaining the ability to evaluate a party’s business requirements, products and services in connection with a potential or actual business relationship (the "Purpose"). B. Confidential Information B.1 “Confidential Information” may include (a) the Disclosing Party’s intellectual property, clients, customer lists, business contacts, business plans, policies, procedures, techniques, know-how, standards, products, source or object code, product or service specifications, pricing, manuals, agreements, economic and financial information, marketing plans, data, reports, analyses, compilations, statistics, summaries, studies, performance metrics, and any other tangible or intangible information or any materials based thereon, furnished directly or indirectly by the Disclosing Party regardless of whether such information is specifically designated as confidential and regardless of whether such information is in written, oral, electronic, or other form; (b) technical or business information of a third party disclosed by the Disclosing Party; and (c) that a potential business relationship is being discussed. Confidential Information does not include information that (i) was previously known by the Receiving Party, (ii) was or becomes publicly available through no breach by the Receiving Party, (iii) was or becomes available from a third party to whom the Confidential Information was disclosed without restrictions, or (iv) was independently developed by the Receiving Party. B.2 The Receiving Party shall use the same degree of care as it uses to protect its own Confidential Information (but in no event less than a reasonable degree of care) to prevent the unauthorized use, disclosure, publication, or dissemination of the Disclosing Party’s Confidential Information and shall not, without the Disclosing Party’s prior written consent, use or disclose Confidential Information other than as required for the Purpose and as permitted by this Agreement. The Receiving Party may reveal Confidential Information only to employees, agents and affiliates who: (i) need to know the Confidential Information for the Purpose; and (ii) have been informed of the terms of this Agreement, and (iii) are bound by Confidentiality Agreements with terms substantially similar to those herein. B.3 Nothing herein shall constitute a commitment by either party to the entry into any form of business relationship whatsoever or be construed as granting any right or license under any copyright, patent, trademark or any other intellectual property right, now or hereafter owned or controlled by the Disclosing Party. Each party’s right to develop, use, and market products and services similar to or competitive with the Confidential Information of the other party, without reference to or use of the Confidential Information, shall remain unimpaired. The parties acknowledge that the other may have had or may have in the future, discussions with others concerning subject matters similar to the potential business transaction discussed hereunder, and may receive information from others similar to the Confidential Information. B.4 All Confidential Information in the Receiving Party’s possession, including any materials based thereon and any copies thereof shall be returned to the Disclosing Party or destroyed by the Receiving Party upon the earlier of (i) completion of the Purpose, (ii) request in writing by the Disclosing Party, or (iii) termination of this Agreement pursuant to Section 5 below. The Receiving Party shall acknowledge in writing that all such Confidential Information has been destroyed. Notwithstanding the above, the Receiving Party may retain an archive copy of any Confidential Information held in electronic form as part of such Party’s document retention policy and procedures. B.5 The Receiving Party may disclose Confidential Information to the extent required by law, regulatory authority, or court of competent jurisdiction provided that the Disclosing Party is provided the opportunity (as permitted by applicable law) to seek a protective order or other appropriate remedy. In the event such protective order or other remedy is not obtained, the Receiving Party shall furnish only that portion of the Confidential Information that is legally required and use commercially reasonable efforts to obtain assurance that confidential treatment will be accorded the Confidential Information. B.6 Confidentiality Period and Survival. Notwithstanding any termination of this Agreement, the confidentiality obligations set forth herein shall survive for a period of three years following the initial date of disclosure of the Confidential Information. Any archival copies of the Confidential Information retained shall remain subject to the Confidentiality provisions of this Agreement for as long as they are retained by Receiving Party. Confidential Information that is protectable as a trade secret will remain so as long as it remains qualified for such a designation under applicable law. 4. Export and Import Laws. The Receiving Party will (i) with respect to the Disclosing Party’s Confidential Information, comply with all applicable export and import laws and regulations, including associated embargo and sanction regulations, and (ii) unless authorized by governmental license or regulation, not directly or indirectly export any technical information or software of the Disclosing Party (including direct products of such technical information or software) to a prohibited destination or country (including release to nationals of such prohibited destination or country regardless of their location) as specified in applicable export regulations. The obligations under this Section 4 shall survive the termination or expiration of this Agreement and the confidentiality period set forth in Section 3. INVALID PROVISIONS If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable under any applicable statute, law, rule or regulation, it is to that extent deemed to be omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible. Additionally, and as required for clarity, such omitted clause shall be amended to the extent required to capture the intent of the parties, and make the provision fully enforceable as between the Parties under applicable law. JURISDICTION All rights and obligations of the Parties relating to this Agreement (including the resolution and enforcement of a dispute by a court of competent jurisdiction) will be governed, construed and enforced in accordance with the laws of SPAIN, without regard to conflict of Law principles. This General Terms and Conditions sets forth the entire understanding between the parties and supersedes all prior agreements, arrangements and communications whether oral or written, with respect to the subject matter. This Agreement cannot be amended except by written agreement of the Parties. In addition to other remedies, each party shall be entitled to seek injunctive relief, without bond, to prevent or remedy a breach of this General Terms and Conditions by the other party. IN WITNESS WHEREOF, _________recognize and accepts these General Terms and Conditions by their duly authorized representatives as of the Effective Date of _________.