By accepting this agreement, you are accepting all of its terms. If you enter into this agreement on behalf of a company or any other legal entity, YOU declare that you have the authority to enforce that entity and its affiliates to assume the terms and conditions of this agreement; in this case, the terms “YOU” or “YOUR” will refer to this entity and its affiliates. If you do not have such power, or if you DO NOT ACCEPT these terms and conditions, you must not accept this agreement and you may not use the conditions established therein.

You cannot access this agreement if YOU are our direct competitor unless we have given you explicit consent for such. You may not access our Services to monitor their availability, performance, or functionality, or for any other purpose in terms of comparative or competitive assessment.

This agreement enters into force between the parties from the date on which they accept it.

1 DEFINITIONS

• PURCHASED SERVICES refer to the Services that You purchase via the subscription form that we provide for this purpose.
• THIRD-PARTY APPLICATIONS are the online, web-based applications, as well as offline software products provided by third parties that work with the Services and are identified as third-party applications.
• USERS are the people you authorize to use the Services, for whom subscriptions to a service were purchased and to whom You provided user IDs and passwords and/or whom we provide at the beginning of the subscription. The Administrator user may include all the people the former deem necessary for the use of our services.
• “WE”, “TO US” or “OURS” refer to DoceoSoftware S.L.

2 PROPERTY RIGHTS

Reservation of rights. Under the scope of the limited rights expressly granted within this Agreement, we reserve all rights, titles, and interests in and to the Software, including any related intellectual property rights. You will not be granted any rights under this agreement, except those expressly provided in this document.

Restrictions. You will not allow any third party to access the Software, except as allowed herein. You will not conceive derivative works based on the Software or services that may purchase, copy, present the content of this site in another (frame), or replicate anywhere the content of the Software.

Ownership of Your Data. Between Us and You, You are the sole owner of all rights, titles, and interests regarding all your data.

Provisions of the Spanish Government and international provisions for end-users. We provide the Services, including related software and technology, for professionals, public and private entities, and for end-consumers, with these being applied to protect the rights of consumers and users, under Royal Legislative Decree no. 1/2007 of November 16, after having approved the revised text of the General Law for the Protection of Consumers and Users and other complementary laws, as well as all European and international regulations that include rules protecting the rights of consumers and users.

3 CONFIDENTIALITY

Definition of Confidential Information. To comply with the intent of this Agreement, “Confidential Information” means all confidential information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”), either orally or in writing, indicated or regarded as confidential given the nature of the information and the circumstances of the disclosure. Your Confidential Information will include Your Data; Our Confidential Information will include the Software and Services; and the Confidential Information of each party shall include the terms and conditions of this Agreement and all Forms, as well as business and marketing plans, technological and technical information, product plans and designs, and business processes disclosed by this party. Nevertheless, Confidential Information – other than your data – will not include any information that is or becomes general knowledge of the public.

Protection of Confidential Information. Unless the disclosing party allows the opposite in writing, the receiving party will use the same degree of care used to protect the confidentiality of its confidential information of similar nature (but nothing less than reasonable care). Nor will it use Confidential Information of the disclosing party for any purpose outside the scope of this Agreement, whilst the receiving party will limit access to the confidential information of the disclosing party to those of its employees, contractors, and agents with access for purposes aligned with this agreement, who have signed confidentiality agreements with the receiving party, including protections as strict as those established herein.

Protection of your data. Whilst fulfilling the role of controller, we safeguard and comply with the obligations deriving from the Data Protection Laws, following the Organic Law no. 15/1999 of 13 December, on the Protection of Personal Data, as well as the Royal Decree no. 994/1999 of 11 June, as well as other provisions applicable at any time to these Conditions and the Services provided. The Customer authorizes and accepts that we may access your personal data, name, and other details included in the form or provided by email or telephone, contained in a computer file directory, to which we are the person accountable and owner, for internal purposes and to facilitate the provision of services to the customer unless the customer gives specific instructions in writing to info@doceosoftware.com.

4 WARRANTIES AND EXEMPTIONS FROM LIABILITY

Our guarantees. We guarantee that the Services will be fully provided in agreement with the user and that the functionality of the Services will not be significantly affected during the subscription period. In the event of any breach of this warranty, Your sole safeguard is provided for in Section 10.C (Termination with just cause).

The parties declare and warrant that they have the legal power to enter into this Agreement and will not transfer to the other party any malicious Code.

Exemption from liability UNLESS WHEN EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE PARTIES ESTABLISH NO WARRANTIES OF ANY KIND, EXPRESSED, IMPLIED, STATUTORY OR OF ANY OTHER NATURE, AND THE PARTIES SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESSED AND IMPLIED TO THE FULLEST EXTENT PERMITTED BY THE APPLICABLE LAW.

5 LIMITATION OF LIABILITY

Limitation of liability. IN NO EVENT SHALL THE FULL LIABILITY OF ANY OF THE PARTIES, ARISING OR RELATING TO THIS AGREEMENT OR ANY AGREEMENT, THROUGH AN ILLEGAL ACT OR AGREEMENT WITH ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID.

Exclusion of consequential and related damages. UNDER NO CIRCUMSTANCES SHALL ANY PARTY BE CONSIDERED LIABLE TO THE OTHER PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVERING OR PUNITIVE BENEFITS OR DAMAGES, WHETHER THE CAUSE ABIDES BY ANY LEGAL AGREEMENT, OR ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OF DAMAGES.

6 VALIDITY AND EXTINCTION

Validity of the Agreement. This Agreement begins on the date you accept it and its duration is fixed depending on the campaign, Software, or service agreement. This agreement must be renewed for each Software or Service unless one of the parties notifies the other of the intention to terminate the agreement within two months before the end of each campaign, or according to the written agreement for each Software or Service.

Termination with just cause. Either party may terminate this Agreement with just cause: by providing to the other party a written notice within 7 days, in the event of a material breach, if such breach continues to exist without amendment upon the end of the period; or if the other party is the subject of a bankruptcy order or other insolvency-related legal process, settlement, liquidation or assignment for the benefit of creditors.

7 PARTIES WITH WHOM YOU ENTER INTO AN AGREEMENT, NOTIFICATIONS, Applicable Law, and Jurisdiction

Generalities. The party with whom you énter into an agreement under this Agreement, and whom you should notify under the Agreement, is DOCEO SOFTWARE SL; the law to be applied in a legal action is the ‘Espanyola’ and the courts that may determine any legal action will be the Courts of the community in which DOCEO SOFTWARE SL has its fiscal address.

Notification mode. Unless otherwise specified in this Agreement, all notices, permits, and approvals under this Agreement shall be expressed in writing and shall be deemed to have been delivered: by personal delivery, burofax, or by e-mail with proof of receipt to info@doceosoftware.com.

Your notifications will be directed to the system administrator specified by you for your relevant Services account and, in the case of billing-related notifications, to the respective billing contact specified by you.

Compliance with the applicable law and jurisdiction. Each party accepts the aforementioned applicable law without prejudice to the rules of election or conflict of laws and the exclusive jurisdiction of the aforementioned courts.