AFFINImeter Service Agreement

Software 4 Science Developments, S.L. Edificio Emprendia, Campus Vida, s/n. 15782 Santiago de Compostela CIF: B70393582 Reg. Mercantil de Santiago de Compostela, Tomo 211, Folio 786, hoja SC-46952, Inscripción 1.481

BY ACCEPTING THIS AGREEMENT THROUGH AN ORDERING DOCUMENT THAT INCORPORATES THIS AGREEMENT (THE“SPECIFIC ORDER AGREEMENT(SOA)”), YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY,YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND,IN SUCH EVENT,“YOU” AND “YOUR” AS USED IN THIS AGREEMENT SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY,OR IF YOU OR SUCH ENTITY DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICES.

This Software as a Service Affinimeter Agreement (this “Agreement”) is between Software 4 Science Developments, S.L. (“S4SD”) and the individual or entity that has executed this Agreement (“You”). This Agreement sets forth the terms and conditions that govern orders placed by You for Software as a Service under this Agreement.

1.- AGREEMENT DEFINITIONS
1.1.-“Ancillary Software” means any software agent or tool that S4SD makes available to You for download for purposes of facilitating Your access to, operation of, and/or use with, the Services Environment.
1.2.-“Auto Renew” or “Auto Renewal” is the process by which the Services Period of certain Services under an order is automatically extended for an additional Services Period unless such Services are otherwise terminated in accordance with the terms of the order or this Agreement. The Service Specifications incorporated into Your order define which Software as a Service are eligible for Auto Renewal as well as any terms applicable to any such renewal.
1.3.-The term “Software as a Service” (“SaaS”) refers to the services listed in Your Specific Order Agreement. The term “Software as a Service” does not include Professional Services.
1.4.-“S4SD Programs” refers to the software products owned or licensed by S4SD to which S4SD grants You access as part of the software as a service, including Program Documentation, and any program updates provided as part of the software as a service.
1.5.-“Program Documentation” refers to the user manuals referenced within your order, as well as any help windows and readme files for the S4SD Programs that are accessible from within the Services.
1.6.-“Services Environment” refers to the software components owned, licensed or managed by S4SD to which S4SD grants You and Your Users access as part of the software as a service which You have ordered. As applicable and subject to the terms of this Agreement and Your SOA, S4SD Programs, Third Party Content, Your Content and Your Applications may be hosted in the Services Environment.
1.7.-“Service Specifications” refers to the descriptions that are applicable to the Services under Your order, including any Program Documentation, hosting, support and security policies, and other descriptions referenced or incorporated in such descriptions or Your order.
1.8.-“Period” refers to the period of time for which You have ordered the software as a service as specified in Your SOA.
1.9.-“Third Party Content” means all text, files, images, graphics, illustrations, information, data, audio, video, photographs and other content and material, in any format, that are obtained or derived from third party sources outside of S4SD and made available to You through, within, or in conjunction with Your use of the software as a service. Examples of Third Party Content include data feeds from social network services, rss feeds from blog posts, data libraries and dictionaries, and marketing data.
1.10.-“Users” means those individuals authorized by You or on Your behalf to use the software as a service in accordance with this Agreement and Your SOA.
1.11.-“You” and “Your” refers to the individual or entity that has executed this Agreement.
1.12.-“Your Applications” means all software programs, including any source code for such programs, that You or Your Users provide and load onto, or create using, any S4SD “platform-as-a-service” or “infrastructure-as-a-service”. Services under this Agreement, including S4SD Programs and Services Environments, S4SD intellectual property, and all derivative works thereof, do not fall within the meaning of the term “Your Applications.”
1.13.-“Your Content” means all text, files, images, graphics, illustrations, information, data (including Personal Data), audio, video, photographs and other content and material (other than Your Applications), in any format, provided by You or on behalf of Your Users that reside in, or run on or through, the Services Environment.

2.-TERM OF AGREEMENT
This Agreement is valid for the SOA which this Agreement accompanies. This Agreement may also be referenced for any purchase that increases the quantity of the original Services ordered (e.g., associated accounts, extra credits), for any of the plan options offered, and for any renewal or Auto Renewal of the Period of the original SOA.

3.-RIGHTS GRANTED
For the period during which the software as a service is provided and subject to Your payment obligations, and except as otherwise set forth in this Agreement or Your order, You have the non-exclusive, non-assignable, worldwide limited right to access and use the Services that You ordered, including anything developed by S4SD and delivered to You as part of the Software as a Service, solely for Your internal business operations and subject to the terms of this Agreement and SOA. You may allow Your Associated Accounts Users to use the Services for this purpose and You are responsible for Your Associated accounts Users’ compliance with this Agreement and the SOA.
You do not acquire under this Agreement any right or license to use the Services in excess of the scope and/or duration of the Services stated in Your SOA. Upon the end of the Services ordered, Your right to access and use the Services will terminate.
To enable S4SD to provide You and Your Associated Accounts Users with the Services, You grant S4SD the right to use, process and transmit, in accordance with this Agreement and Your SOA, Your Content for the duration of the Period plus any additional post-termination period during which S4SD provides You with access to retrieve and export file of Your Content.
Except as otherwise expressly set forth in Your SOA, You acknowledge that S4SD has no delivery obligation for S4SD Programs and will not ship copies of such programs to You as part of the Services.
As part of certain software as a service offerings, S4SD may provide You with access to Third Party Content. The third party owner, author or provider of such Third Party Content retains all ownership and intellectual property rights in and to that content, and Your rights to use such Third Party Content are subject to, and governed by, the terms applicable to such content as specified by such third party owner, author or provider, unless otherwise specified in Your order.

4.-OWNERSHIP AND RESTRICTIONS
You retain all ownership and intellectual property rights in and to Your Content and Your Applications. S4SD or its licensors retain all ownership and intellectual property rights to the Software as a Service, including the Programs and Ancillary Software, and derivative works thereof, and to anything developed or delivered by or on behalf of S4SD under this Agreement.
You may not, and may not cause or permit others to:
remove or modify any program markings or any notice of S4SD’s or its licensors’ proprietary rights;
make the programs from the Software as a Service (excluding Your Content and Your Applications) available in any manner to any third party for use in the third party’s business operations (unless such access is expressly permitted for the specific Services You have acquired);
modify, make derivative works of, disassemble, decompile, reverse engineer, reproduce, distribute,
republish or download any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by programs), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or Services competitive to S4SD; perform or disclose any benchmark or performance tests of the Softwae as a Service, including the S4SD Programs; perform or disclose any of the following security testing of the Services Environment or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and license, sell, rent, lease, transfer, assign, distribute, host, outsource, permit time sharing or service bureau use, or otherwise commercially exploit or make available the Software as a Service, Programs, Ancillary Software or S4SD materials to any third party, other than as expressly permitted under the terms of the applicable order.

5.-SERVICE SPECIFICATIONS
The Services are subject to and governed by Your SOA . You acknowledge that use of the Services in a manner not consistent with the SOA may adversely affect Services performance and/or may result in additional fees. If the Services permit You to exceed the ordered quantity (e.g., soft limits on counts for Users, sessions, storage, etc.), then You are responsible for promptly purchasing additional quantity to account for Your excess usage.
S4SD may make changes or updates to the Software as a Service (such as infrastructure, security, technical configurations, application features, etc.) during the Period, including to reflect changes in technology, industry practices, patterns of system use, and availability of Third Party Content. The Service Specifications are subject to change at S4SD’s discretion; however, changes to the Service Specifications will not result in a material reduction in the level of performance, security or availability of the applicable Services provided to You for the duration of the Services Period.

6.-USE OF THE SERVICES
You are responsible for identifying and authenticating all Users, for approving access by such Users to the Services, for controlling against unauthorized access by Users, and for maintaining the confidentiality of usernames, passwords and account information. By federating or otherwise associating Your and Your Users’ usernames, passwords and accounts with S4SD, You accept responsibility for the confidentiality and timely and proper termination of user records in Your local (intranet) identity infrastructure or on Your local computers. S4SD is not responsible for any harm caused by Your Users, including individuals who were not authorized to have access to the Software as a Service but who were able to gain access because usernames, passwords or accounts were not terminated on a timely basis in Your local identity management infrastructure or Your local computers. You are responsible for all activities that occur under Your and Your Users’ usernames, passwords or accounts or as a result of Your or Your Users’ access to the Services, and agree to notify S4SD immediately of an y unauthorized use. You agree to make every reasonable effort to prevent unauthorized third parties from accessing the Services.
You shall not use or permit use of the Services, including by uploading, emailing, posting, publishing or otherwise transmitting any material, including Your Content, Your Applications and Third Party Content, for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that is false, defamatory, harassing or obscene, (c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, or (f) otherwise violate applicable laws, ordinances or regulations. In addition to any other rights afforded to S4SD under this Agreement, S4SD reserves the right, but has no obligation, to take remedial action if any material violates the restrictions in the foregoing sentence, including the removal or disablement of access to such material. S4SD shall have no liability to You in the event that S4SD takes such action. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and ownership of all of Your Content and Your Applications. You agree to defend and indemnify S4SD against any claim arising out of a violation of Your obligations under this section.

7.-TRIAL USE
For certain Software as a Service, S4SD may make available “trials” and “beta versions” for non- production evaluation purposes. These trials and beta versions must be ordered under a separate agreement.
The “trials” and “beta versions” will be provided solely for You to evaluate and test the software as a service for Your internal business purposes.

8.-FEES AND TAXES
8.1.-All fees payable to S4SD are due within five (5) days from the invoice date. Once placed, Your order is non-cancelable and the sums paid nonrefundable, except as provided in this Agreement or Your SOA. You will pay any sales, value-added or other similar taxes imposed by applicable law that S4SD must pay based on the Services You ordered, except for taxes based on S4SD’s income. Fees for Services listed in an SOA are exclusive of taxes and expenses.

You understand that You may receive multiple invoices for the Services You ordered
You agree and acknowledge that You have not relied on the future availability of any Services or updates in entering into the payment obligations in Your order; however, the preceding does not relieve S4SD of its obligation during the Period to deliver Services that You have ordered per the terms of this Agreement.

9.-PERIOD; END OF SERVICES
Services provided under this Agreement shall be provided for the Period defined in Your SOA, unless earlier suspended or terminated in accordance with this Agreement or the order. If stated in the SOA, certain software as a service that are ordered will Auto Renew for additional Periods unless (i) You provide S4SD with written notice no later than thirty (30) days prior to the end of the applicable Period of Your intention not to renew such software as a service, or (ii) S4SD provides You with written notice no later than ninety (90) days prior to the end of the applicable Period of its intention not to renew such software as a service.
Upon the end of the Services, You no longer have rights to access or use the Services, including the associated S4SD Programs and Services Environments; however, for a period of up to twelve(12) months after the end of the applicable Period, S4SD will make available Your Content and Your Applications then in the Services Environment for the purpose of retrieval by You.
S4SD may temporarily suspend Your password, account, and access to or use of the Services if You or Your Users violate any provision within the ‘Rights Granted’, ‘Ownership and Restrictions’, ‘Fees and Taxes’,‘Use of the Services’, or ‘Export’ sections of this Agreement, or if in S4SD’s reasonable judgment, the Services or any component thereof are about to suffer a significant threat to security or functionality. S4SD will provide advance notice to You of any such suspension in S4SD’s reasonable discretion based on the nature of the circumstances giving rise to the suspension. S4SD will use reasonable efforts to re-establish the affected Services promptly after S4SD determines, in its reasonable discretion, that the situation giving rise to the suspension has been cured; however, during any suspension period, S4SD will make available to You Your Content and Your Applications as existing in the Services Environment on the date of suspension. S4SD may terminate the Services under an order if any of the foregoing causes of suspension is not cured within 30 days after S4SD’s initial notice thereof. Any suspension or termination by S4SD under this paragraph shall not excuse You from Your obligation to make payment(s) under this Agreement.
If either party breaches a material term of this Agreement and fails to correct the breach within thirty (30) days of written specification of the breach, then the breaching party is in default and the non -breaching party may terminate the order under which the breach occurred. If S4SD terminates the order as specified in the preceding sentence, You must pay within 30 days all amounts that have accrued prior to such termination, as well as all sums remaining unpaid for the Services under such order plus related taxes and expenses. Except for nonpayment of fees, the non-breaching party may agree in its sole discretion to extend the thirty (30) day period for so long as the breaching party continues reasonable efforts to cure the breach. You agree that if You are in default under this Agreement, You may not use those Services ordered.
Provisions that survive termination or expiration of this Agreement are those relating to limitation of liability, indemnification, payment and others which by their nature are intended to survive and remain effective.

10.-CONFIDENTIAL INFORMATION (NONDISCLOSURE)
By virtue of this Agreement, the parties may have access to information that is confidential to one another (“Confidential Information”). We each agree to disclose only information that is required for the performance of obligations under this Agreement. Confidential information shall be limited to the terms and pricing under this Agreement, Your Content and Your Applications residing in the Services Environment, and all information clearly identified as confidential at the time of disclosure.
A party’s Confidential Information shall not include information that: (a) is or becomes a part of the public domain through no act or omission of the other party; (b) was in the other party’s lawful possession prior to the disclosure and had not been obtained by the other party either directly or indirectly from the disclosing party; (c) is lawfully disclosed to the other party by a third party without restriction on the disclosure; or (d) is independently developed by the other party.
We each agree not to disclose each other’s Confidential Information to any third party other than as set forth in the following sentence for a period of three (3) years from the date of the disclosing party’s disclosure of the Confidential Information to the receiving party. We each may disclose Confidential Information only to those employees, agents or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. In addition, Your Personal Data will be treated in accordance with the terms of Section 11 below. Nothing shall prevent either party from disclosing the terms or pricing under this Agreement or orders placed under this Agreement in any legal proceeding arising from or in connection with this Agreement or from disclosing the Confidential Information to a governmental entity as required by law.

11.-DATA PROTECTION
11.1.-In performing the Services, S4SD will comply with the S4SD Services Privacy Policy, which is available at https://www.affinimeter.com/privacy and incorporated herein by reference. The S4SD Services Privacy Policy is subject to change at S4SD’s discretion; however, S4SD policy changes will not result in a material reduction in the level of protection provided for Your Personal Data provided as part of Your Content during the Services Period of Your order.

The Service Specifications applicable to Your order define the administrative, physical, technical and other safeguards applied to Your Content residing in the Services Environment, and describe other aspects of system management applicable to the Services. You are responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from Your Content and Your Applications, including any viruses, Trojan horses, worms or other programming routines contained in Your Content or Your Applications that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data. You may disclose or transfer, or instruct S4SD to disclose or transfer, Your Content or Your Applications to a third party, and upon such disclosure or transfer S4SD is no longer responsible for the security or confidentiality of such content and applications outside of S4SD.
You may not provide S4SD access to health, payment card or similarly sensitive personal information that imposes specific data security obligations for the processing of such data unless specified in Your order. If available, You may purchase services from S4SD designed to address particular data protection requirements applicable to Your business or Your Content.

12.-WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES
S4SD warrants that it will perform Software as a Service in all material respects as described in the SOA. If the Services provided to You were not performed as warranted, You must promptly provide written notice to S4SD that describes the deficiency in the Services.
S4SD DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR- FREE OR UNINTERRUPTED, OR THAT S4SD WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY S4SD, AND (C) THE SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT S4SD DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. S4SD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. S4SD IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT, YOUR APPLICATIONS OR THIRD PARTY CONTENT. .
FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND S4SD’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF S4SD CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT
SERVICES AND S4SD WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO S4SD FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.

TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.

13.-LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE. S4SD’S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID TO S4SD FOR THE SERVICES UNDER THE ORDER GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY YOU FROM S4SD UNDER SUCH ORDER.

14.-INDEMNIFICATION

Subject to the terms of this Section 14 (Indemnification), if a third party makes a claim against either You or S4SD (“Recipient” which may refer to You or S4SD depending upon which party received the Material), that any information, design, specification, instruction, software, service, data, hardware, or material (collectively, “Material”) furnished by either You or S4SD (“Provider” which may refer to You or S4SD depending on which party provided the Material) and used by the Recipient infringes the third party’s intellectual property rights, the Provider, at the Provider’s sole cost and expense, will defend the Recipient against the claim and indemnify the Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming infringement or the settlement agreed to by the Provider, if the Recipient does the following:
notifies the Provider promptly in writing, not later than thirty (30) days after the Recipient receives notice of the claim (or sooner if required by applicable law);
gives the Provider sole control of the defense and any settlement negotiations; and
gives the Provider the information, authority and assistance the Provider needs to defend against or settle the claim.
If the Provider believes or it is determined that any of the Material may have violate d a third party’s intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while substantially preserving its utility or functionality) or obtain a license to allow for continued use ,
or if these alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for such Material. If such return materially affects S4SD’s ability to meet its obligations under the relevant order, then S4SD may, at its option and upon thirty (30) days prior written notice, terminate the order. If such Material is third party technology and the terms of the third party license do not allow S4Sd to terminate the license, then S4SD may, upon thirty (30) days prior written notice, end the Services associated with such Material and refund to You any unused, prepaid fees for such Services.

The Provider will not indemnify the Recipient if the Recipient (a) alters the Material or uses it outside the scope of use identified in the Provider’s user or program documentation or Service Specifications, (b) uses a version of the Material which has been superseded, if the infringement claim could have been avoided by using an unaltered current version of the Material which was made available to the Recipient, or (c) continues to use the applicable Material after the end of the license to use that Material. The Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any information, design, specification, instruction, software, service, data, hardware or material not furnished by the Provider. S4SD will not indemnify You for any portion of an infringement claim that is based upon the combination of any Material with any products or Services not provided by S4SD. S4SD will not indemnify You to the extent that an infringement claim is based on Third Party Content or any Material from a third party portal or other external source that is accessible or made available to You within or by the Services (e.g., a social media post from a third party blog or forum, a third party Web page accessed via a hyperlink, marketing data from third party data providers, etc.). S4Sd will not indemnify You for infringement caused by Your actions against any third party if the Services as delivered to You and used in accordance with the terms of this Agreement would not otherwise infringe any third party intellectual property rights. S4Sd will not indemnify You for any intellectual property infringement claim(s) known to You at the time Services rights are obtained.
This Section 14 provides the parties’ exclusive remedy for any infringement claims or damages.

15.-THIRD PARTY WEBSITES, CONTENT, PRODUCTS AND SERVICES
The Services may enable You to link to, transmit Your Content to, or otherwise access, other Web sites, platforms, content, products, services, and information of third parties. S4SD does not control and is not responsible for such Web sites or platforms or any such content, products, services and information accessible from or provided through the Services, and You bear all risks associated with access to and use of such Web sites and third party content, products, services and information.
Any Third Party Content made accessible by S4SD is provided on an “as-is” and “as available” basis without any warranty of any kind. Third Party Content may be indecent, offensive, inaccurate, infringing or otherwise objectionable or unlawful, and You acknowledge that S4SD is not responsible for and under no obligation to control, monitor or correct Third Party Content; however, S4SD reserves the right to take remedial action if any such content violates applicable restrictions under Section 6.2 of this Agreement,
including the removal of, or disablement of access to, such content. S4SD disclaims all liabilities arising from or related to Third Party Content.

You acknowledge that: (i) the nature, type, quality and availability of Third Party Content may change at any time during the Services Period, and (ii) features of the Services that interoperate with third parties such as Facebook™, YouTube™ and Twitter™, etc. (each, a “Third Party Service”), depend on the continuing availability of such third parties’ respective application programming interfaces (APIs) for use with the Services. S4SD may update, change or modify the Services under this Agreement as a result of a change in, or unavailability of, such Third Party Content, Third Party Services or APIs. If any third party ceases to make its Third Party Content or APIs available on reasonable terms for the Services, as determined by S4SD in its sole discretion, S4SD may cease providing access to the affected Third Party Content or Third Party Services without any liability to You. Any changes to Third Party Content, Third Party Services or APIs, including their availability or unavailability, during the Services Period does not affect Your obligations under this Agreement or the applicable order, and You will not be entitled to any refund, credit or other compensation due to any such changes.

16.-SERVICES TOOLS AND ANCILLARY SOFTWARE
S4SD may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor and administer the Services and to help resolve Your S4SD service requests. The Tools will not collect or store any of Your Content or Your Applications residing in the Services Environment, except as necessary to provide the Services or troubleshoot problems in the Services. Information collected by the Tools (excluding Your Content and Your Applications) may also be used for license and Services management.
S4SD may provide You with on-line access to download certain Ancillary Software for use with the Services. If S4SD licenses Ancillary Software to You and does not specify separate terms for such Ancillary Software, then, subject to Your payment obligations, (i) You have the non-exclusive, non-assignable, worldwide limited right to use such Ancillary Software solely to facilitate Your access to, operation of, and/or use of the Services Environment, subject to the terms of this Agreement and Your order, including the Services Specifications, (ii) S4SD will maintain such Ancillary Software as part of the software as a service, and (iii) Your right to use such Ancillary Software will terminate upon the earlier of S4SD’s notice or the end of the software as a service associated with the Ancillary Software. If Ancillary Software is licensed to You under separate third party license terms, then Your use of such software is subject solely to such separate terms.

17.-SERVICE ANALYSES

S4Sd may (i) compile statistical and other information related to the performance, operation and use of the Services, and (ii) use data from the Services Environment in aggregated form for security and operations management, to create statistical analyses, and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). S4SD may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content or Confidential Information in a form that could serve to identify You or any individual, and Service Analyses do not constitute Personal Data. S4SD retains all intellectual property rights in Service Analyses.

18.-EXPORT

18.1.-Export laws and regulations of Spain and any other relevant local export laws and regulations apply to the Services. You agree that such export laws govern Your use of the Services (including technical data) and any Services deliverables provided under this Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

18.2.-You acknowledge that the software as a service is designed with capabilities for You and Your Users to access the Services Environment without regard to geographic location and to transfer or otherwise move Your Content and Your Applications between the Services Environment and other locations such as User workstations. You are solely responsible for the authorization and management of User accounts, as well as export control and geographic transfer of Your Content and Your Applications.

19.-FORCE MAJEURE

Neither of us shall be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; pandemic; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancelation of any export, import or other license); or other event outside the reasonable control of the obligated party. We both will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than thirty (30) days, either of us may cancel unperformed Services and affected orders upon written notice. This Section does not excuse either party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Your obligation to pay for the Services.

20.-GOVERNING LAW AND JURISDICTION
This Agreement is governed by the substantive and procedural laws of Spain and You and S4SD agree to submit to the exclusive jurisdiction of, and venue in, the courts in Santiago de Compostela (Spain) in any dispute arising out of or relating to this Agreement.

21.-NOTICE

Any notice required under this Agreement shall be provided to the other party in writing. If You have a legal dispute with S4SD or if You wish to provide a notice under the Indemnification Section of this
Agreement, or if You become subject to insolvency or other similar legal proceedings, You will promptly send written notice to: Software 4 Science Developments, S.L., Edificio Emprendia, 15782, Santiago de Compostela.

To request a termination of Services in accordance with this Agreement, You must submit a service request to S4SD at the address specified in Your SOA or the Service Specifications.
S4SD may give notices applicable to S4SD’s Software as a Service customer base by means of a general notice on the S4SD portal for the Software as a Service, and notices specific to You by electronic mail to Your e-mail address on record in S4SD’s account information or by written communication sent by first class mail or pre-paid post to Your address on record in S4SD’s account information.

22.-ASSIGNMENT

You may not assign this Agreement or give or transfer the Services (including the S4SD Programs) or an interest in them to another individual or entity. If You grant a security interest in any portion of the Services, the secured party has no right to use or transfer the Services or any deliverables.

23.-OTHER

S4SD is an independent contractor and we agree that no partnership, joint venture, or agency relationship exists between us. We are each responsible for paying our own employees, including employment related taxes and insurance. You understand that S4SD’s business partners and other third parties, including any third parties with which S4SD has integration or that are retained by You to provide consulting or implementation services or applications that interact with the Software as a Service, are independent of S4SD and are not S4SD’s agents. S4SD is not liable for, bound by, or responsible for any problems with the Services, Your Content or Your Applications arising due to any acts of any such business partner or third party, unless the business partner or third party is providing Services as an S4SD subcontractor on an engagement ordered under this Agreement and, if so, then only to the same extent as S4SD would be responsible for S4SD resources under this Agreement.
If any term of this Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with another term consistent with the purpose and intent of this Agreement.
Except for actions for nonpayment or breach of S4SD’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than two (2) years after the cause of action has accrued.
S4SD Programs and Services are not designed for or specifically intended for use in nuclear facilities or other hazardous applications. You agree that it is Your responsibility to ensure safe use of S4SD Programs and Services in such applications.
You shall obtain at Your sole expense any rights and consents from third parties necessary for Your Content, Your Applications, and Third Party Content, as well as other vendor’s products provided by You that You use with the Services, including such rights and consents as necessary for S4SD to perform the Services under this Agreement.
You agree to provide S4SD with all information, access and full good faith cooperation reasonably necessary to enable S4SD to provide the Services and You will perform the actions identified in Your order as Your responsibilities.
You remain solely responsible for Your regulatory compliance in connection with Your use of the Services. You are responsible for making S4SD aware of any technical requirements that result from Your regulatory obligations prior to entering into a SOA governed by this Agreement. S4SD will cooperate with Your efforts to determine whether use of the standard S4SD Services offering is consistent with those requirements. Additional fees may apply to any additional work performed by S4SD or changes to the Services.
S4SD may audit Your use of the Services (e.g., through use of software tools) to assess whether Your use of the Services is in accordance with Your SOA and the terms of this Agreement. You agree to cooperate with S4SD’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay within thirty (30) days of written notification any fees applicable to Your use of the Services in excess of Your rights. If You do not pay, S4SD can end Your Services and/or Your order. You agree that S4SD shall not be responsible for any of Your costs incurred in cooperating with the audit.
The purchase of Software as a Service, Professional Services, or other service offerings, programs or products are all separate offers and separate from any other order. You understand that You may purchase Software as a Service, Professional Services, or other service offerings, programs or products independently of any other order. Your obligation to pay under any order is not contingent on performance of any other service offerings or delivery of programs or products.

24.-ENTIRE AGREEMENT
You agree that this Agreement and the information which is incorporated into this Agreement by written reference (including reference to information contained in a URL or referenced policy), together with the applicable SOA, is the complete agreement for the Services ordered by You and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services.
It is expressly agreed that the terms of this Agreement and any S4SD order shall supersede the terms in any purchase order, procurement internet portal, or other similar non-S4SD document and no terms included in any such purchase order, portal, or other non-S4SD document shall apply to the Services ordered. In the event of any inconsistencies between the terms of an order and the Agreement, the order shall take precedence. Except as otherwise permitted in Section 5 (Service Specifications), Section 11 (Data Protection) and Section 15 (Third Party Web Sites) with respect to the Services, this Agreement and orders hereunder may not be modified and the rights and restrictions may not be altered or waived except in a writing signed or accepted online by authorized representatives of You and of S4SD. No third party beneficiary relationships are created by this Agreement.

Free Plan Service Agreement
The Free plan authorizes users to access the following functionalities:

  • Model Builder
  • Isotherm Simulator
  • Dataseries uploading
  • Raw data uploading (no processing, only preview)
  • Technical support
  • Limitations to the access:
    • Number of authorized main users: 1
    • Number of Associated Accounts: 0
    • Maximum data storage: 500 Mb

Basic Plan Service Agreement
The AFFINImeter- ITC Basic plan authorizes users to access the following functionalities:

  • Model Builder.
  • Isotherm Simulator
  • Predefined fitting models
  • Dataseries uploading
  • Raw data uploading + processing to generate Dataseries
  • Kinetic analysis
  • Technical support
  • Data analysis consulting: 2 hours
  • Term of access to services: 12 months
  • Limitations to the access:
    • Number of authorized main users: 1
    • Number of associated users: 0
    • Maximum data storage: 500 Mb
    • Number of concurrent analyses: 2

At the term of this contract, an automatic contract renewal to AFFINImeter-ITC Free Plan will take place with no cost. This will grant you access to all your data.

Advanced Plan Service Agreement
The AFFINImeter- ITC Basic authorizes users to access the following functionalities:

  • Model Builder.
  • Isotherm Simulator
  • Predefined fitting models
  • Unrestricted fitting models
  • Dataseries uploading
  • Raw data uploading + processing to generate Dataseries
  • Kinetic analysis
  • Global analysis of up to 4 dataseries
  • Unlimited number of fittings using predefined or user defined models
  • Technical support
  • Data analysis consulting 10 hours
  • Term of access to services: 12 months
  • Limitations to the access:
    • Number of authorized main users: 1
    • Number of associated users: 0
    • Maximum data storage: 500 Mb
    • Number of concurrent analyses: 2

At the term of this contract, an automatic contract renewal to AFFINImeter-ITC Free Plan will take place with no cost. This will grant you access to all your data.

Advanced Plan Team Service Agreement
The AFFINImeter- ITC Advanced team plan authorizes users to access an unlimited number of times the following functionalities:

  • Model Builder.
  • Isotherm Simulator
  • Predefined fitting models
  • Unrestricted fitting models
  • Dataseries uploading
  • Raw data uploading + processing to generate Dataseries
  • Kinetic analysis
  • Global analysis of up to 4 dataseries
  • Unlimited number of fittings using predefined or user defined models
  • Technical support
  • Data analysis consulting: 20 hrs
  • Term of access to services: 12 months
  • Limitations to the access:
    • Number of authorized main users: 1
    • Number of associated users: 2Maximum data storage: 500 Mb
    • Number of concurrent analyses per user: 2

At the term of this contract, an automatic contract renewal to AFFINImeter-ITC Free Plan will take place with no cost. This will grant you access to all your data.