End User Master Software & Services Agreement

This End User Master Software & Services Agreement (“Agreement”) is a binding legal document between PAiC and you, which explains your rights and obligations as an End-User of PAiC Services. “End-User” means either (a) you as an individual or (b) your company, if you are using PAiC Services in your capacity as an employee or agent of a company, hereinafter referred to as “End User” or “Customer”. You identify the specific “End User” during the registration process. 

Celeo Arias Retes, of legal age, Electrical and Mechanical Engineer, of Salvadoran nationality, and residing in Nigrán, Spain, with NIE number Z2104003Z, issued in Spain, who acts for and on behalf of the company PAIC EUROPA, S.L., a Spanish company with NIF B67605618, located at Calle Aribau 276, 1º 1ª, Barcelona, Spain, hereinafter referred to as “PAiC”.

The parties, through their legal representatives, hereby declare and warrant that they have the necessary legal capacity to enter into this agreement and, accordingly, mutually acknowledge each other’s authority and ability to be bound by the terms and conditions set forth herein.

This “Agreement” also includes any PAiC proposals or documents referenced in this document, including PAiC’s Proposals and Order Forms. From time to time, PAiC may modify this Agreement, including through complementary proposals and other documents. Any modified version will be effective at the time it is dully communicated to The Customer. All proposals and order forms will be governed by the date of the accepted order form with the current Agreement in place. By using any Product or Service after any dully communicated and accepted modifications, The Customer agrees to all of the modifications.

Both Parties have agreed to celebrate the present SERVICES AGREEMENT which is governed in accordance with the following clauses:

1. Scope of the Agreement

1.1 Framework. This Agreement establishes a framework that will enable PAiC to provide services to The Customers. The services that PAiC will provide to The Customers will be described in a corresponding Proposal or Order Form, signed by the parties or otherwise accepted by PAiC, which may consist of one or more mutually agreed Proposals or Order forms. The parties agree that the terms of this Agreement will govern all purchases and use of PAiC software and services by The Customers, unless otherwise agreed by the parties in writing.

1.2 Services. PAiC provides The Customer with:

(i) open source and licensed telecommunications platforms

(ii) specific software development services as requested,

(iii) support and maintenance services, and

(iv) trainings and consultancy for The Customers personnel and customers.

These Services are subject to the terms and conditions as outlined in this Agreement.

1.3 Software Solutions. PAiC has developed different software solutions. “Software” means a PAiC product that The Customer and third parties may use as ordered from PAiC or downloaded from PAiC repositories.. The software solutions can be open sourced and thus may be used accordingly. The Software Solutions also include:

(a) related documentation,

(b) any updates to the Software Solutions,

(c) any add-ons, plug-ins, APIs or Internet-based components of the Software and

(d) any third-party software embedded in or provided with PAiC’s software.

For avoidance of doubt, any add-ons, plug-ins, APIs or other code offered by third parties (through PAiC platforms or otherwise) or created by The Customer itself for the current software solutions are considered “Open Source”, and PAiC is not responsible for and does not offer any warranty, indemnity or support for those items.

1.4 Software Development. PAiC provides ad-hoc software development services for its Customer in accordance to Customer specifications and as agreed between the Parties in Proposals or Order Forms. Software Developments are considered “work made for hire” and thus, once fully paid for as agreed between the Parties, become property of The Customer.

1.5 Support and Maintenance Services, and Trainings are provided by PAiC as agreed between the Parties in accordance with the corresponding Proposals or Order Form.

1.6 License to Use PAiC’s Software: When applicable PAiC grants The Customer a worldwide, non-exclusive, non-transferable, non-sublicensable and irrevocable right to use the Software, subject to the terms and conditions of this Agreement and of the corresponding Proposals or Order Forms signed between The Customer and PAiC.

2. Open-Source used in Software Development

2.1 Use of Open Source in Software Development: a. PAiC may incorporate open-source software solutions into the Software Development, provided that such use is compliant with the respective open-source specifications. b. PAiC shall ensure that any open-source software used does not conflict with the terms of this Agreement or impose additional obligations on The Customer beyond those expressly agreed upon herein.

2.2 Indemnification by The Customer: A. The Customer agrees to indemnify, defend, and hold harmless PAiC, its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with: i. Any modifications made to the open-source software by The Customer; ii. Use of the open-source software in a manner not contemplated by this Agreement. B. The Customer ‘s indemnification obligation shall not apply to any claims arising from PAiC’s incorporation of the open-source software in violation of this Agreement.

2.3 Limitation of Liability: A. In no event shall either party be liable to the other for any indirect, incidental, special, punitive, or consequential damages, including loss of profits or revenue, arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

3. Services

3.1 Projects. For each individual project, as per agreed terms of scope of Services between the Parties in the specific Order Form, the Parties are obliged to provide comprehensive support from the beginning of the project, until the implementation of the same, to satisfy all the needs of The Customer as per listed in this Agreement and in corresponding Proposal or Order Form.

3.2 The products or Services first established or additional to be used for The Customer’s needs will be requested by The Customer, and confirmed via a corresponding Proposal or Order Forms, in which technical specifications and costs will be found, detailing in the same the object for which it will be destined, the detail of the required specifications and the delivery time at the request of The Customer.

3.3 The Customer will have the option to select a payment structure based on the number of hours worked by PAiC. If The Customer chooses this option, payment will be made based on the actual hours worked on the project, at the previously agreed hourly rate. Under this payment structure, The Customer understands that the delivery will focus on the quality of the software developed, and the timeline for completion will be flexible, based on the complexity and scope of the work. While The Customer may suggest a preferred timeline, the completion date will be determined based on the progress of the work and the achievement of agreed technical milestones. The primary commitment is to meet the technical specifications outlined in the corresponding Proposals or Work Orders.

4. Important Customer Obligations

4.1 Accounts and Passwords. The Customer will provide accurate, current and complete information when registering with PAiC and ordering Services and agrees to update its information if it changes.

The Customer will keep all its Authorized Users’ passwords and usernames confidential and

will not share them with third parties. The Customer is responsible for all actions taken through its accounts.

4.2 Rules for Plug-ins. The Customer may develop its own plug-ins for various Services (“The Customer Plug-ins”) and may distribute The Customer Plug-ins to third parties Customer will be solely responsible for said plug-ins and its rightful operation.

4.3 Use by The Customer’s Customers. The Customer’s customers (“Customers”) may be

Authorized Users.

If Services and/or products are used by The Customer with its own Customers, The Customer will be responsible before PAiC and third parties, for its Customers , the same as any other Authorized User and must enter into valid, binding agreements with Customers consistent with this Agreement, including the additional conditions below. A Customer’s permitted use of Services under this Agreement is called “Customer Use”. In addition to all other terms in this Agreement, the following condition apply to Customer Use: The Customer may not distribute or make available any Product on a standalone basis. Instead, The Customer may only make available the Services to Customers in order to support Customers’ use of content and features that are part of The Customer’s own existing offerings.

PAiC will not have any direct or indirect liability or obligation to any Customers, and Customers do not acquire any rights under this Agreement.

PAiC understands that Services usage may be flexible and that The Customer may identify new proposed uses for the Services. If The Customer has questions about whether a proposed use complies with these rules, please contact PAiC at info@paicbd.com

4.4 Conditions on Use of Services. The Customer will not, and will not allow any Authorized User or other third party. Including Customers, to: (a) resell, assign, rent, give, transfer, pass title to, lease, copy, provide access to any Developed Software to any third party (for use in its business operations or otherwise) or anyone else besides Authorized Users (including Customers) in accordance with this express terms of this Agreement, or permit anyone besides Authorized Users to use any data or information not owned by The Customer that is generated by the Services (and, in the event The Customer grants any security interest in any Services, the secured party has no right to use or transfer the Services); (b) publicly disseminate information regarding the performance of Services; (c) use any Product for commercial solicitation purposes or spam; (h) use the PAiC name or any PAiC trademarks or logos except as permitted in Section 4.6 (Attribution); or (i) commit any act or omission that could result in damage to PAiC’s or its suppliers’ or licensors’ reputations. The Customer will not attempt to do any of the foregoing, encourage others to do so, or otherwise attempt to bypass or circumvent any usage restrictions in this Agreement.

4.5 License Limitations

Any use of the Software in violation of these License Limitations is strictly prohibited and may result in immediate revocation of this Agreement and may trigger The Customer liability for violations of law.

Unless The Customer have received PAiC’s prior written permission, The Customer agree not to:

– Use cheats, automation software, bots, hacks or any other unauthorized software designed to modify or interfere with the Software and/or any files that are part of the Software;

– Commercially exploit the Software, the Design, 2D or 3D models, artwork or any other part of the Software;

– Create derivative works of the Software;

– Access or use the Software by any technology or means other than those provided in the Software, or by such other explicitly authorized means as PAiC may designate;

– Make a copy of the Software available on a network where it may be used by multiple users;

– Register domain names, social media accounts or related addresses that include PAiC’s trademarks;

– Use the Software or related assets and/or PAiC’s trademarks on or in connection with content that (i) promotes cheating, hacking, violence, discrimination, inappropriate subject matter, illegal activities or sexually explicit content; (ii) makes false, dishonest, derogatory or defamatory statements about PAiC and/or its products, employees and agents; and/or (iii) contains other objectionable content;

– Reuse, copy or distribute text, images, music, barcodes, video, data, hyperlinks, screens or any other content provided by the Software;

– Redistribute, sub-license, rent, lease, publish, perform, sell, assign, rent, trade, transfer or otherwise make the Software available to any third party;

– Attempt to disable, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless expressly permitted or required by applicable law or the licensing terms governing the use of any open source component included in the Software;

– Remove, obscure or alter in any way any warning, notice (including, without limitation, any copyright or other proprietary rights notice) or link contained in the Software;

– Use the Software in vehicles;

– Remove or alter the PAiC’s trademarks or logos or legal notices contained in the Software or related assets;

– Use the service to attempt to gain unauthorized access to any service, data, account or network by any means;

– Post any information containing nudity, violence or offensive subject matter or containing a link to such content;

– Attempt or attempt to harass, abuse, threaten, defame or otherwise infringe or violate the rights of any other party;

– Use the software in any way that is unlawful, fraudulent or deceptive;

– Use technology or any other means to access PAiC’s proprietary information not authorized by PAiC;

– Use or launch any automated system to access PAiC’s website or computer systems;

– Attempt to introduce viruses or any other malicious computer code that disrupts, destroys or limits the functionality of any software, hardware or telecommunications equipment;

– Attempt to gain unauthorized access to PAiC’s computer network or user accounts;

– Encourage conduct that would constitute a criminal offence or give rise to civil liability; or

– Use the Software in any manner not expressly permitted in this Agreement.

5. Indemnification.

In addition to what has been established in clauses 2.3, 2.5 and 2.5 of this Agreement. The Customer will indemnify, defend and hold harmless PAiC from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) any breach by The Customer (including any Authorized Users) of this Agreement, (b) any The Customer Data, (c) any The Customer Modifications, The Customer Plug-ins or other modifications of or combinations with a Service, or any service or product offered by The Customer in connection with or related to a Service, (d) any Uncontrolled Systems, or (e) any representations or warranties made by The Customer (including any Authorized User) regarding a Service to third parties. This indemnification obligation is subject to The Customer receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for The Customer to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim, provided that PAiC may participate in the claim at its own expense and The Customer may not settle any claim without PAiC’s prior written consent; and (iii) all reasonable necessary cooperation of PAiC at The Customer’s expense.

6. Certifications and Audits

Upon PAiC’s written request, The Customer will provide PAiC with a signed certification certifying that all Services are being used pursuant to the terms of this Agreement, including any access and user limitations. With prior reasonable notice of at least ten (10) days, PAiC (or its authorized agent) may audit the use of the Services by The Customer and its Authorized Users and any Customers, provided such audit is during regular business hours. The Customer will provide reasonable assistance and access to information in the course of any audit. The Customer is responsible for such audit costs only in the event the audit reveals that The Customer’s use of the Services is not in accordance with the permitted scope of use. In the event that any certification or audit reveals that The Customer has exceeded its permitted number of Authorized Users, PAiC may invoice The Customer for any past or ongoing excessive use and The Customer will pay the invoice in accordance with Section 7 (Method of Payment for the Services and Software.). This remedy is without prejudice to any other remedies available to PAiC at law or equity or under this Agreement. If the number of users is not specified or limited in the Order Form, this clause shall not apply.

7. Method of Payment for the Services and Software.

The parties agree on the following method of payment and the items to be paid for the contracted services:

1. a) Fees. The fees for the Services both in their amounts as well as in its terms of accrual and

payment will be governed by what is established in the corresponding Proposal or Order Form.

1. b) Taxes. Each party must be responsible for the compliance of its tax obligations in accordance to the law.
2. c) Billing. With respect to every and any amount which payment is applicable in accordance with this Agreement, PAiC will present an invoice for the corresponding amount, once such amount has been accrued, and the detail of the Services performed which are being charged through the corresponding invoice.
3. d) Payments for services and products to PAiC will be made fifteen days upon the receipt of the invoice or as specifically established in the Proposal or Order Form.
   
   8. Confidentiality

Each party agrees that all code, inventions, know-how, business, technical and financial information it obtains. (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure.

Except as provided herein, any PAiC technology, performance information relating to the Services, and the terms and conditions of this Agreement shall be deemed Confidential Information of PAiC without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).

The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

9. Data Protection

In compliance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereinafter ‘GDPR’) and Organic Law 3/2018 of 5 December on the Protection of Personal Data and guarantee of digital rights, the parties signing this contract hereby inform that, within the framework of the contractual relationship, each party acts as an independent controller of personal data.

Each party will process personal data in accordance with its specific purposes applicable to the performance of this contract. Data subjects may exercise their rights of access, rectification, erasure, objection, portability and restriction of processing, as well as the right not to be subject to decisions based solely on the automated processing of their data, by sending their requests to the postal address indicated in the heading of this contract.

The parties undertake to comply with appropriate security measures and to keep personal data only for the time necessary for the purposes provided for in this contract.

If personal data is transferred outside the European Economic Area, compliance with the provisions of the GDPR on international data transfers will be ensured.

10. Termination

10.1 This Agreement is effective from the date established below and will continue in force and effect as long as The Customer is using PAiC Services, or unless earlier terminated.

10.2 PAiC may suspend or terminate this Agreement and The Customer’s account, with respect to one or more of the Services, if The Customer fails to comply with the terms and conditions of this Agreement, including any failure to pay fees when due. PAiC may terminate any free account or evaluation usage at any time in its sole discretion.

10.3 Immediately upon termination The Customer must at its own cost: (a) cease using (and require all Authorized Users, and anyone else to cease using) all the terminated Services; Upon termination of this Agreement for whatever reason, The Customer will not be entitled to credits or refunds for any unused portion of this Agreement, including but not limited to unused maintenance and support.

10.4 At the date of termination of this subscription agreement, access to the customer support portal, knowledge base, newer binary updates or source code, will be suspended. The Customer will not be granted the right to install PAiC software on any new installations without prior compliance with Fees and Payments.

10.5 All payment and other obligations accrued as of the date of any expiration or termination of this Agreement, and Sections 4 (Conditions on Use of Services), 5. (Indemnification), 6 (Certifications and Audit), 8 (Confidentiality), 9. (Data Protection) 10 (Termination), 11 (Warranties; Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Publicity Rights) 14 (Assignment), 15 (Governing Law and Arbitration), 17 (Government The Customers) and 18 (General) will survive expiration or termination.

10.6 It is understood and agreed that the termination provisions outlined in Sections 10.3 and 10.4 shall exclude any cases where the scope of the agreement, and the corresponding Proposal and/or Order Form signed between The Customer and PAiC, guarantees irrevocable licenses, as specified in the “Scope of Agreement” section.

11. Warranties; Disclaimers of Warranties

11.1 General. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if The Customer is an entity, this Agreement and each order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.

11.2 DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, PAiC AND ITS THIRD PARTY SUPPLIERS/LICENSORS PROVIDE THE SERVICES (INCLUDING THE HOSTED SERVICES, SOFTWARE AND ANY MAINTENANCE) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. WITHOUT LIMITING THE FOREGOING, PAiC MAKE NO REPRESENTATION, WARRANTY OR GUARANTY (1) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SERVICES OR ANY CONTENT THEREIN OR GENERATED THEREWITH, (2) THAT (A) THE USE OF ANY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED, (D) THE QUALITY OF ANY SERVICES, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY THE CUSTOMER THROUGH THE SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGOING, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAiC MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO, AND ASSUME NO LIABILITY FOR, ANY SERVICES PROVIDED ON AN EVALUATION BASIS. FURTHERMORE, PAiC’S COMMITMENT TO PROVIDE SUPPORT SERVICES AND GUARANTEES MAY VARY DEPENDING ON THE SUPPORT LEVEL AGREED UPON BY THE PARTIES, PARTICULARLY IN CASES OF OPEN SOURCE SOFTWARE VERSIONS. IN THE EVENT THAT THE CUSTOMER CHOOSES TO USE THE OPEN SOURCE VERSION OF THE SOFTWARE, PAiC’S RESPONSIBILITY WILL BE LIMITED TO THE LEVEL OF SUPPORT SPECIFIED IN THE SERVICE LEVEL AGREEMENT (SLA). WITHOUT A SPECIFIED SLA, PAiC DOES NOT ASSUME ANY RESPONSIBILITY FOR PROVIDING MAINTENANCE, UPDATES, OR SUPPORT SERVICES BEYOND WHAT IS OFFERED IN THE OPEN SOURCE LICENSE. IN ADDITION, PAiC SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF PAiC.

THE CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD.

12. Limitation of Liability

12.1 MAXIMUM LIABILITY. EXCEPT WITH RESPECT TO AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS IN SECTION 5 OR THE CUSTOMER’S BREACH OF ANY USE RESTRICTIONS RELATING TO THE SERVICES, NOTWITHSTANDING ANY DAMAGES EITHER PARTY MIGHT INCUR FOR ANY REASON WHATSOEVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF EITHER PARTY TO THIS AGREEMENT UNDER ANY PROVISION OF THIS AGREEMENT AND THE OTHER PARTY’S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE ACTUAL DAMAGES SUCH PARTY INCURS, UP TO THE AMOUNT ACTUALLY PAID BY THE CUSTOMER FOR (A) SUCH SOFTWARE, DEPRECIATED ON A THREE-YEAR STRAIGHT LINE BASIS, OR (B) SUCH HOSTED SERVICE IN THE LAST TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMBEDDED SOFTWARE LICENSORS WILL NOT BE LIABLE TO THE CUSTOMER FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT DAMAGES OR THE TYPES OF DAMAGES DISCLAIMED IN SECTION 12.2 BELOW. 

WITH RESPECT TO DAMAGES RELATED TO INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS OF THIS AGREEMENT AND NOT WITHSTANDING ANYTHING HEREIN TO THE CONTRARY, PAIC’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED FOR ANY YEAR THE TWO TIMES THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO SUCH DAMAGES DURING THAT YEAR, WHERE A YEAR IS MEASURED FROM THE EFFECTIVE DATE (OR AN ANNIVERSARY THEREOF) TO THE NEXT ANNIVERSARY OF THE EFFECTIVE DATE. THE LIMITATIONS OF LIABILITY IN THIS SECTION ALSO WILL APPLY TO ANY LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND VENDORS.

12.2 OTHER DISCLAIMERS. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR THE CUSTOMER’S BREACH OF ANY USE RESTRICTIONS RELATING TO SERVICES, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR REVENUE) WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. THE CUSTOMER SPECIFICALLY UNDERSTANDS AND AGREES THAT PAiC DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO LOSS, LOSS OF USE OR CORRUPTION OF ANY THE CUSTOMER DATA (OR OTHER DATA CUSTOMER MAY PROVIDE) AND THE COSTS OF PROCUREMENT OF ANY SUBSTITUTE GOODS.

13. Force Majeure

Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labor conditions, or any other cause which is beyond the reasonable control of the party.

14. Publicity Rights

PAiC may identify The Customer as a customer in Product promotional material. The Customer may request that PAiC cease identifying The Customer at any time by submitting an email to info@paicbd.com. Cease of use requests may take up to 30 days to process.

15. Assignment

Assignment The Customer may not assign this Agreement without the prior written consent of PAiC (which consent will not be unreasonably withheld), provided that the assignee agrees to be bound by the terms and conditions contained in this Agreement. PAiC may assign its rights and obligations under this Agreement in whole or in part without consent of The Customer. Any permitted assignee shall be bound by the terms and conditions of this Agreement.

16. Governing Law and Arbitration

This Agreement shall be construed and enforced according to the laws of Spain and any dispute under this Agreement must be brought in this venue, specifically at Barcelona, and no other. The parties hereby waive the application of their own jurisdiction in the event of a different jurisdiction.

17. Notices upon copyrights for The Customers

If The Customer believes that any content on PAiC’s Hosted Services or site violates its copyright, it should notify PAiC’s in writing. PAiC cannot take action unless The Customer gives us all the required information.

In order for PAiC to take action, The Customer must do the following in its notice:

(i) provide The Customer’s physical or electronic signature;

(ii) identify the copyrighted work that The Customer believe is being infringed;

(iii) identify the item that The Customer thinks is infringing and include sufficient information about where the material is located (including which website) so that PAiC can find it;

(iv) provide PAiC with a way to contact The Customer (such as address, telephone number, or email);

(v) provide a statement that The Customer believes in good faith that the item identified as infringing is not authorized by the copyright owner, its agent, or the law to be used by PAiC; and

(vi) provide a statement that the information The Customer provides in its notice is accurate, and that (under penalty of perjury), The Customer is authorized to act on behalf of the copyright owner whose work is being infringed.

18. Notices

Any and all notices required or permitted under this Agreement shall be in writing and shall be personally delivered, sent by certified, registered mail, or by other means, including a recognized courier service, that afford the sender evidence of delivery or of attempted delivery, to the respective parties at the following addresses unless and until a different address has been designated by written notice to the other party:

PAIC BUSINESS DEVELOPMENT EUROPE, with main offices at Barcelona, Calle Aribau 276, 1º1ª, CP 08006, Barcelona (Spain). Or to the following email: info@paicbd.com

THE CUSTOMER: as established in the Proposal or Order Form.

19. General

19.1 This Agreement and the Order Form is the entire agreement between The Customer and PAiC relating to the Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by this Agreement.

19.2 If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

19.3 This Agreement may not be modified or amended except as described on the first page of this Agreement or otherwise with the written agreement of PAiC (which may be withheld in its complete discretion without any requirement to provide reasons). As used herein, “including” (and its variants) means “including without limitation” (and its variants).

19.4 If either party to this Agreement breaches any provision of this Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at law; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Agreement.

19.5 No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity.

19.6 The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.

This Agreement will be executed in two (2) exact and equally binding copies by the parties hereto each, of which, when so executed and delivered shall be an original, one copy will be handed to PAiC and the other to the Contractor.

END-USER: _______ I agree to the terms and conditions of the End-User Agreement.