Terms and Conditions

General Terms and Conditions

Please read carefully these General Terms and Conditions (hereinafter the "Terms and Conditions"), which regulate the acquisition and use of the Software defined as the Service, either through: (i) the use of the application through IOS or Android devices, online or offline, of the Service; or (ii) use of the Service through the internet web portal; or (iii) the signing of an Order Form (as defined below) referring to these Terms and Conditions of use of the Service; or (v) by signing a framework agreement of the Service referring to these terms of use and hiring; you are accepting these Terms and Conditions on behalf of a company or another legal entity (hereinafter the "Client"), and you represent and agree to these Terms and Conditions that govern the contracting and use of the Service (as defined below), offered by Simfinity Digital Services SL, on its behalf, and on behalf of its affiliates (collectively "Bidcrunch"), and acknowledge that you have read and understood these Terms and Conditions. If you accept these Terms and Conditions on behalf of a company or legal entity (the Client), you represent that you have sufficient authority to bind the company to these Terms and Conditions.

The use of the Service confers the status of user (hereinafter, the "Authorized User") and the hiring of the Service, as defined below, confers the status of Client, and both imply the acceptance of these Terms and Conditions, as well as the acceptance by the Client and/or the Authorized User of the privacy policies included in https://bidcrunch.com/privacy-policy (hereinafter, the "Privacy Policy"). Some services or additional functionalities of the Software may be subject to particular conditions that, where applicable, modify or supplement these Terms and Conditions, and which shall be deemed accepted by the user and/or the Client at the start of the provision of such services or use of the corresponding functionality (hereinafter the "Particular Terms and Conditions").

In the event that a Client contracts the Service or other additional services through an Authorized Partner, these Terms and Conditions shall apply, as well as where applicable the Particular Terms and Conditions, except for aspects related to payment, billing, notifications, privacy policies which will be those of the Authorized Partner, and where applicable the Integration Services and technical support provided by the Authorized Partner, which by virtue of the commercial agreement between the distributor and the Client, do not apply to them.

Bidcrunch reserves the right to modify, at any time and without prior notice, the Content and configuration of the Web and the Software, as well as the Service or other additional services offered, provided that it does not affect the provisions in these Terms and Conditions.

The Client must ensure that each and every one of the Authorized Users who use the Service, under the software use license contracted by the Client, know and accept these Terms and Conditions.

IF YOU DO NOT HAVE SUFFICIENT AUTHORITY TO ACCEPT THESE TERMS AND CONDITIONS, OR DO NOT AGREE WITH THEM, DO NOT DOWNLOAD, INSTALL, COPY, OR USE THE SERVICE, NOR ACCESS IT.

CLAUSES

1. Liability Regime

1.1 Bidcrunch commits to: a) make available to the Client the use of the Service, as well as any other functionality or additional services contracted, in accordance with these Terms and Conditions b) provide the standard support applicable to the Service contracted by the Client, without any additional charge; c) make commercially reasonable efforts to provide a Service available 24 hours a day, 7 days a week, except for:

(i) updates or maintenance operations of the Service, notified to the Client at least 7 days in advance, (ii) any unavailability caused by force majeure or fortuitous cases, including but not limited to, for example, fire, flood, earthquake, civil unrest, terrorism, strike, failure or delay of the internet service provider.

1.2 Bidcrunch will apply administrative, physical, and technical measures to protect the security and confidentiality of the Client's Information, under the provisions of these Terms and Conditions. This protection will include, by way of information and not limitation, measures to prevent access, use, modification, and non-disclosure of the Client's Information by Bidcrunch, except for the purpose of providing the contracted services, and to prevent and address service or technical problems.

1.3 The Parties, in the exercise of their respective activity, will be directly responsible for complying with any obligations legally corresponding to them. To these effects, both Parties expressly state that they will act at all times as independent Parties, without the present Terms and Conditions being understood to imply any other type of link, such as the establishment of a partnership of any kind or an association or alliance, or that there exists any employment relationship, agency contract, and/or distribution contract, so that each of the Parties assumes, in its entirety, expressly exempting the other Party, all fiscal, labor, administrative or any other nature obligations that may derive in this regard.

1.4 The Client declares and undertakes to indemnify, compensate, and keep Bidcrunch fully harmless against any contingency, damage, or loss that could be generated as a result of improper use by the Authorized Users who access and/or use the Service under the subscription of the software use license contracted by the Client.

2. The Service

‍2.1 Subject to these Terms and Conditions, Bidcrunch guarantees the Client, a non-sublicensable, non-transferable (except as provided in these Terms and Conditions), and non-exclusive right of access and use of the Service, according to the provisions in the Documentation, and solely for the internal use of the Client and its Affiliates.

2.2 Notwithstanding the above, the right of use provided for in these Terms and Conditions in favor of the Client shall include the use of the Software license by the Authorized Users, that is, those workers and collaborators duly authorized by the Client, who must use the Service within the specific framework of the relationship with Bidcrunch and the Client. To these effects, the Client must ensure that each and every one of the Authorized Users who use the Service or other additional services, under the License contracted by the Client, know and accept these Terms and Conditions, as well as other Particular Terms and Conditions.

2.3 By virtue of the above, subject to these Terms and Conditions, Bidcrunch grants the Authorized Users the non-exclusive, non-transferable, and non-sublicensable right to use the Service, for a period of time equal to the validity period established with the Client.

The use of the Service is subject to usage limits, attending to the specific amounts provided for in the Order Form. The Client is responsible for the activity of its Authorized Users and will not allow the User ID to be used by more than one nominal person, except as otherwise indicated in the Order Form. User Licenses used in excess shall be considered as "Non-regularized Users," and will be billed to the Client by the amount reflected in the price list. Additionally, in case the Client uses the services for a volume higher than contracted, such difference will be billed to the Client in the proportional part corresponding according to the price list.

2.4 The Client and/or Authorized User will not perform or attempt to perform any of the following actions, nor allow a third party to perform them within the framework of the Software License contracted by the Client: i) decompile the Software, disassemble it or use reverse engineering techniques, nor create or recreate the Software's source code; (ii) remove, delete, hide or manipulate any copyright or any other identification or seal, label of instructions, or notice of property rights of the product printed or stamped, adhered, encoded, or engraved in any Software or Documentation, as well as not circumvent the preservation of all copyright notices and other property notices in all copies of the Software and Documentation made; (iii) lease, lend, sell, market, license, sublicense, distribute or grant in any other way to any person or entity any right of use of the Software, except to the extent expressly permitted in these Terms and Conditions; (iv) use the Software to provide, individually or in combination with other products or services, to a third person or entity, whether for a fee or in any other way; (v) modify, adapt, manipulate, translate or prepare derivative works from the Software or the Documentation; (vi) combine or merge any part of the Software or the Documentation with other software or documentation, or else resort to the Software or use it in any other way as part of a software development initiative (including without limitation, any routines, scripts, codes, or programs) with functional attributes, visual expressions, or other similar functions to those of the Software or to compete with Bidcrunch; (vii) except with prior written permission from Bidcrunch, publish performance or benchmark tests or analyses related to the Software; (viii) use the Software or the Software platform for sending any unauthorized or unsolicited advertising, promotional materials, junk mail, chain letters, spam to people or lists of people who have not requested or granted their consent in this regard; (ix) Forge any email, Bidcrunch's webpage, news, or in any way use the Software or the Software's content to send misleading, false information; (x) Interfere or attempt to interfere with any User's access to the Software, the server, or the telecommunications network, by way of illustration but not limitation, sending a virus, overloading, or sending spam mail; or (ix) Use the Software or the Content provided for any purpose other than the purpose of the Software, or on behalf of any third party, or in any way not permitted by those Terms and Conditions.

2.5 In the event that the Client and/or Authorized User perform or attempt to perform any of the above actions described in the previous section, or in the event that upon prior requirement by Bidcrunch, the Client had not adopted the necessary measures for its blocking or termination within a period of ten (10) days, Bidcrunch reserves the right to suspend the contracted services, with the consequent application of the provisions in clause 12.

2.6 Bidcrunch may make changes, modifications, and adjustments that it considers reasonable to the Service or other additional services contracted when it deems appropriate. In case of making a substantial change to them, Bidcrunch must communicate it in advance to the Client.

3. Service Integration

‍3.1 Bidcrunch will be responsible, as provided in these Terms and Conditions, to provide the integration services of the Software in the Client's environment, unless such integration is performed by an Authorized Partner, in which case the Authorized Partner will be exclusively responsible for such integration services, and where applicable technical assistance and support.

4. Billing and Payment

‍4.1 The Client must pay all amounts of the Service or other additional services contracted, provided for in the Order Form issued, or as applicable by the agreement signed with the Authorized Partner. In the latter case, the Client will be governed exclusively by the provisions of the agreement with the Authorized Partner regarding the price and the form of payment of the contracted services, exempting Bidcrunch from any type of obligation and/or responsibility in this regard. Unless otherwise specified in the Order Form, (i) the fees are based on the total of all services contracted by the Client and provided for in the Order Form and not on the actual use by the Client and the Authorized Users, in which case if the Client uses the services for a volume higher than contracted, such difference will be billed to the Client in the proportional part corresponding according to the price list (ii) the Client's payment obligations are not cancellable and the fees paid for the contracted services are not refundable; (iii) the amounts contracted by the Client cannot be decreased during the Minimum Validity Period provided for each contracted service.

4.2 The Client has the obligation to provide Bidcrunch with valid and up-to-date information of their credit card, bank account, and/or any other document provided in the Order Form and accepted by Bidcrunch. The Client authorizes Bidcrunch to charge the total amount of the contracted services listed in the Order Form, as well as for any expansion or renewal of the same made by the Client and accepted by Bidcrunch. The payment of the mentioned services will be made in advance, as provided in the corresponding Order Form. Unless otherwise established in the Order Form, the charges billed to the Client (i) are due 60 days from the invoice date in the first year of subscription, and 30 days for cases of expansion and/or Renewal of the subscription of services in cases of billing modality by direct debit and bank transfer; (ii) and on the invoice date in the case of credit card payment modality. It is the Client's responsibility to provide truthful, complete, and accurate billing and contact information, and to notify any changes in such information.

4.3 If the Client considers that their invoice is not correct, they must contact Bidcrunch, within a maximum period of seven (7) days from the date of such invoice, to review the invoice together, and where applicable, be able to receive a rectification.

4.4 The Client may expand and/or contract new services during the validity of the Service contracted through a new Order Form. For the first year of contracting, the cost of such services will be prorated proportionally for the remaining period of the Validity Period of the contracted Service, unless otherwise specified in the Order Form. On the contrary, the Client cannot request a reduction in the volume of the contracted services (e.g.: number of settlements, number of user licenses, number of card uses, among other service volumes) during the Validity Period of the same, being only applicable once the previous validity period has ended, whose reduction request must be made through written communication to Bidcrunch (being valid through sending to the email address provided for this purpose), with a minimum of thirty (30) business days prior to the Renewal date or the end of the Validity Period of the Service or other additional services contracted in question.

4.5 If any amount billed by Bidcrunch to the Client is not paid by the Client on the invoice due date, without limitation of any right or compensation by Bidcrunch, this due amount will be increased by legal interests of delay.

4.6 As consideration for the contracted services and provided under these Terms and Conditions, the Client is obliged to promptly satisfy all due payments. In case of non-compliance by the Client with the payment deadlines established, Bidcrunch may, after seven (7) business days from the payment due date, suspend the services and consider the current contract terminated by right. Invoices with delays in their payment will be subject to a monthly interest applicable on the outstanding balance of the same of 1.5%, in addition to all necessary expenses for its collection. This interest cannot be fractioned, and a single day of delay will imply the application of the entirety of the interests.

4.7 If the current contract is considered terminated (services end), the Client must pay the outstanding balance of their account.

4.8 Bidcrunch will not exercise its rights provided in the previous clauses, if the Client shows good faith in making the due corresponding payment, and cooperates diligently for the resolution of the dispute.

4.9 The amount of the contracted services does not include taxes, levies, or similar rights of any nature. The Client is responsible for paying all taxes, levies, or similar rights with reference to their purchases in accordance with these Terms and Conditions, as well as any Particular Terms and Conditions applicable.

4.10 In case of Renewal of the services, the contracted amount of the same to Bidcrunch will be reviewed in general, and for each renewal period, in the same proportion as the increase, where applicable, of the General Index of Consumer Prices (IPC), as published by the National Institute of Statistics (or the body that replaces it), for which purpose the IPC of the month immediately preceding the start date of each Renewal will be compared with the IPC corresponding to that same month of the previous year. The present price review according to the IPC constitutes a mere update of the prices, and not a modification of the same.

4.11 The Client accepts that the purchase of the contracted services does not entail the delivery of any new functionality or feature of the Software made by Bidcrunch with respect to future functionalities or features of the Service.

4.12 In case of specific circumstances, by way of example and not limitation, modifications or evolutions of the services provided to the Client; significant increase in traffic corresponding to the Client, legislative or regulatory changes, among others, the amount of the services may be reviewed upwards. In case of such increase, it will be communicated to the Client, with justification of the increase operated and with a notice of thirty (30) days to the expiration date of the Validity Period of the contracted services and/or each of its extensions. Once the communication is received, if the Client decides not to continue adhered to Bidcrunch's services, they may proceed to unsubscribe, without any penalty.

5. Intellectual Property Rights

‍5.1 All industrial and/or intellectual property rights over the Software or other contracted services, as well as any extension, work, or improvement derived from them, including without limitation, any software, technology, information, content, materials, guidelines, and Documentation, are the exclusive property of Bidcrunch or its partners and suppliers, so the Client and/or Authorized Users shall refrain from using or registering in their name any patents, trademarks, or other distinctive signs of which Bidcrunch or another partner and supplier are holders, and may not modify, reproduce, distribute or publicly communicate or make available to third parties the Service as well as other contracted services, except as provided in these Terms and Conditions and/or the Particular Terms and Conditions.

5.2 The Client and/or Authorized Users may not, directly or indirectly, decrypt, decompile or derive source code from any intellectual and/or industrial property owned by Bidcrunch to which they have access as a result of the current contracting of services, or perform reverse engineering on the design and function of said intellectual and/or industrial property. Likewise, the Client and/or Authorized Users undertake, within the framework of contractual good faith, to inform quickly and efficiently of any infringement or well-founded fear of infringement by third parties regarding the contracted services, which could affect the legitimate interests of Bidcrunch, of which the Client and/or Authorized Users could have knowledge.

5.3 The Client and/or Authorized Users will retain all industrial and/or intellectual property rights of which they are holders over any information and content that may be stored through the Service within the framework of the Software License contracted. Consequently, the Client and/or Authorized Users do not transfer to Bidcrunch or any third party the ownership or grant license or right of use other than that provided in it, nor of any other type in relation to any information, content, or any intellectual or industrial property right of their ownership. For clarification, the Client and /the Authorized Users are the sole owners of the property of the information provided to Bidcrunch by any means or stored in the Service, and of the use they make of it, exempting Bidcrunch from any responsibility for the authenticity and truthfulness of the same.

5.4 Bidcrunch does not own the content of third parties that may have been used as part of the Service or the additional services that have been contracted, including the content of communications that may appear in them. The title and intellectual and/or industrial property rights of the content accessed through the Services and/or additional services belong to the owner of the content in question and may be protected by intellectual property law or other applicable laws.

5.5 Neither Bidcrunch nor the Client and/or Authorized Users may display or use the Marks and Distinctive Signs of the other beyond what is permitted in these Terms and Conditions, without the prior written consent of the other party. Except to the extent expressly indicated, none of such parties shall grant nor the other shall acquire any right, title, or interest included, without limitation, any implied license of any Mark and Distinctive Sign of the other party. All rights not expressly granted shall be considered not granted.

5.6 Bidcrunch will indemnify the Client and/or Authorized Users, regarding any claim and/or procedure against the Client and/or Authorized Users by a third party, for infringement of intellectual property rights by our Service. And will indemnify them for any damage, attorney fee, or assumed cost, up to the limit of the total sum of the amounts received by Bidcrunch from the Client and/or Authorized Users referring to the last twelve (12) months prior to the claim, provided that: a) the Client and/or Authorized User notify Bidcrunch in writing of the claim by a third party to the Client and/or Authorized User, b) The Client and/or Authorized User grant us exclusive control of the defense and settlement of the claim, except in the case that Bidcrunch cannot resolve any claim against the Client and/or Authorized User, and c) The Client and/or Authorized User cooperate at all times in providing documentation and resolving the claim.

5.7 Notwithstanding the rest of the provisions of these Terms and Conditions and/or the provisions of the Particular Terms and Conditions, Bidcrunch has no obligation to indemnify or defend regarding the following claims:

i. those filed against the elements, the functions, the operation of the Software that are attributed in whole or in part to the inclusion by Bidcrunch of technology provided by the Client and/or Authorized User to Bidcrunch, or in accordance with their designs, specifications, or instructions among them the inclusion of any other software supplied by the Client and/or Authorized User to Bidcrunch or included at their request;

ii. those filed against the Service that are attributed in whole or in part to the modification of the Service by any person other than Bidcrunch, or against the use of the Service, when such use contravenes the specifications or instructions for its use; or

iii. those in which an intentional infringement by the Client and/or Authorized User is alleged.

6. Limitation of Liability

‍6.1 Bidcrunch does not guarantee that the Service, as well as other additional services that may have been contracted are useful for carrying out any particular activity. Bidcrunch is excluded from all liability for damages of any nature that may be due to fraud in the utility that the Authorized Users and/or the Client may have attributed to the Service and/or other contracted services, as well as the use of the Content accessible through them.

6.2 Bidcrunch does not control nor offer any kind of guarantee about the truthfulness, validity, completeness, and/or authenticity of the data that Clients and/or Authorized Users provide about themselves or third parties in the Service, as well as other additional contracted services. Bidcrunch is excluded from any liability for damages of any nature that may be due to the incorrect identity of the Client and/or Authorized Users, and the lack of truthfulness, validity and/or authenticity, as well as modification of the information that the Client and/or Authorized Users provide about themselves, of third parties, and/or provide or make accessible to other users.

6.3 Bidcrunch is exempt from any type of liability derived from the information transmitted or disseminated through the Service, additional services, and its Web, provided that this information has been manipulated or introduced by the Client, an Authorized User or a third party unrelated.

6.4 Bidcrunch is not responsible for the nature and typology of the information and content stored by the Client and/or Authorized User. However, and in compliance with the provisions of article 11 and 16 of Law 34/2002, of July 11, on services of the information society and electronic commerce, Bidcrunch is available to the Client and/or Authorized Users, authorities and security forces, collaborating actively in the withdrawal or where appropriate blocking of all those contents that could affect or contravene national, or international legislation, rights of third parties or morality and public order. In such a case, the Authorized User who considers that there is content on the Website that could be susceptible to this classification is requested to notify Bidcrunch immediately.

6.5 Bidcrunch will be excluded from any liability for damages of any nature that may be due to the access and/or use of the Service, as well as other contracted services, by the Client and/or the Authorized Users, contrary to the provisions of these Terms and Conditions.

6.6 In no case will the liability of any of the Parties exceed, except for willful misconduct, or gross negligence, 100% of the total amount of the services contracted by the Client for the twelve (12) months immediately preceding the incident that gives rise to liability.

6.7 Neither of the Parties will be responsible to the other or to a third party for indirect, special, consequential or incidental losses, for direct or indirect damages resulting from: a) loss of income, b) loss of opportunities, c) loss of profits; d) recovery costs, even if the Party has been notified of such damages, except for willful misconduct, gross negligence, or breach of the provisions of these Terms and Conditions by either of the Parties.

7. Technical Assistance

‍7.1 The Client and/or Authorized User has the right to receive updates and improvements of the Service at no additional cost, as long as the Service is used according to these Terms and Conditions. The updates and improvements and the support and maintenance services of the Service provided are for the exclusive use of the Client and/or Authorized User and not for distribution to third parties or use by them. If the Service is used in a way that infringes these Terms and Conditions, the Client and/or Authorized Users will not receive the mentioned updates or improvements of the Service, nor the support and maintenance services.

7.2 Support services are available to the Client and/or Authorized Users in the form of assistance by email, web portal, or web chat during the working hours of technical support indicated. Support services are not available at their physical location. Support services are limited to: assistance with the installation of the Software, its activation, transfers, error messages, failures or operational problems. Support services do not include: audit and debugging of models; full installation services; training for the Software; consulting or model creation; automation or customization of models; resolution or diagnosis of hardware problems; any other service not specified above.

7.3 During the provision of support services, the Client and/or Authorized Users must follow the recommendations of Bidcrunch, or where applicable the Authorized Partner, and provide all the information that Bidcrunch reasonably requests to solve a problem. Such information may include among others: the name of the Client and/or Authorized User and that of their company; serial number or activation ID; name and version of the Software; information about the host application and the operating system; error messages; screenshots; access to the PC through Webex or similar software for desktop sharing as much as possible; the models or output data as much as possible. The Client and/or Authorized Users must install the latest updates, improvements, or repair files that Bidcrunch may recommend to solve a problem.

8. Warranty

‍8.1 To the extent permitted by law, unless expressly provided in these Terms and Conditions, neither of the Parties offers any other warranty of any kind, implied or explicit, obligatory or of another kind included, without being limited to it, the warranties of merchantability, suitability for a particular purpose, and non-infringement. Bidcrunch is not responsible for the content, nor the information that may be accessed through the contracted services. The Client acknowledges and accepts that each of the services may present errors, defects, or other problems that could cause a system failure. Consequently, the services, including all Content, Software (including any update or modification of the same), functions materials, and information made available or accessed through the services, as well as all the Documentation that accompanies them, are provided "as is," so any use made of these will be the sole responsibility of the Client.

8.2 Notwithstanding the foregoing, Bidcrunch grants the Client a warranty for a maximum period of 90 days from the date of contracting, in the event that any defect or failure in the Software arises so that it does not function properly. This warranty does not cover damages or defects arising from the actions or omissions of the Client and/or Authorized Users, the actions of a third party, or events beyond the reasonable control of Bidcrunch.

8.3 In case the defect or failure occurred and the Client duly notified Bidcrunch, it will verify its operation and if it detects failures or defects it will repair or replace the Software License acquired, free of charge. If, in Bidcrunch's consideration, it cannot be repaired or replaced, Bidcrunch will refund the amount paid by the Client, based on the amount reflected in the Order Form or invoice paid for the Service upon receipt by Bidcrunch of its statement and written promise to have deleted all copies of the Software and not to use the Software. You must uninstall the Software and return any support, Documentation, and other associated materials (such as printed documentation) to Bidcrunch with proof of purchase to obtain the refund.

8.4 The above is the only warranty of any kind, whether express or implied. Bidcrunch excludes implied warranties of merchantability and fitness for a particular purpose, and non-infringement. This warranty gives you specific legal rights, and you may also have other rights that vary by state or country.

8.5 THE ABOVE WARRANTY WILL NOT APPLY IF: (i) THE SOFTWARE IS NOT USED ACCORDING TO THE STIPULATIONS IN THESE TERMS AND CONDITIONS OR IN THE DOCUMENTATION; (ii) ANY ENTITY OTHER THAN Bidcrunch MODIFIES THE SOFTWARE OR PART OF IT, OR (iii) A MALFUNCTION IN THE SOFTWARE IS CAUSED BY EQUIPMENT OR SOFTWARE NOT SUPPLIED BY Bidcrunch.

9. Corporate Image

‍9.1 After the acceptance of these Terms and Conditions, Bidcrunch reserves the right to issue a press release, and use the name and logo of the Client externally for commercial and promotional purposes. In any case, the wording of the press release and the conditions of use of the same will be decided by mutual agreement beforehand along with the Client.

10. Security, Confidentiality, Data Processor, and Data Protection

10.1 Security

‍To ensure private and confidential access, a login and a secret password are provided to the Client and/or Authorized User. It is essential that such access data are modified by the Client and/or Authorized User for others completely confidential in the first access. From the moment Bidcrunch delivers the access information, the Client and/or Authorized User is responsible for keeping it with the utmost diligence and maintaining it in secret for an indefinite period of time. In such case, the Client is responsible for all damages that could occur for themselves, for third parties or for Bidcrunch, as well as those caused by the Authorized Users within the framework of the Service contracted by the Client, that have been derived from their lack of secrecy regarding the access data.

10.2 Confidentiality

‍The Parties recognize a mutual duty of secrecy and confidentiality, as well as not to disseminate it, in relation to the confidential information, obtained from the other party or its workers. In any case, the present Terms and Conditions and their Annexes, as well as the Documentation or information that the Parties may exchange as a result of the relationship they maintain until the end of the Validity Period of the contracted services, will be considered confidential.

For the purposes of this clause, the expression "Issuer" and "Receiver" means, respectively, the party that provides and the party that receives confidential information. Any information, whatever its nature (whether technical, commercial, financial, operational, or otherwise), in any form or support (whether verbal, written, recorded, or any other), that could be provided by the Issuer to the Receiver in relation to the object of the contracting of services to Bidcrunch, will be considered as "Confidential Information", including in this category that information that was generated from the Confidential Information.

The Receiver undertakes to accept the Confidential Information in a framework of trust and not to provide it to any third party nor use it for their own benefit without obtaining the prior written consent of the Issuer. The Receiver also undertakes to:

i. Not disseminate, lend, lease, sell, rent, or disclose the Confidential Information received by the Issuer.

ii. Not disseminate orally, or in writing, or by any computer support any relevant or secret knowledge of the Issuer and that has had knowledge during the direct or indirect relationship with it.

iii. Treat the Confidential Information as strictly confidential;

iv. Use the Confidential Information exclusively for the purposes of these Terms and Conditions.

v. Use and file the Confidential Information with control or protection procedures, at least as strict as those established by the Issuer for the use and filing of its own Confidential Information. The Receiver will not make a copy of the Confidential Information without the prior written consent of the Issuer.

vi. Restrict access to the Confidential Information only to those of its employees who need to know it for the purposes of these Terms, and ensure that such employees are aware of the obligations applicable to them under the provisions of these Terms; and

vii. Not provide Confidential Information to any third party without the prior written consent of the Issuer, and ensure that, if such authorization is obtained, such third party signs a confidentiality commitment with the Issuer on terms equivalent to those of this clause.

At the simple request and at the option of the Issuer, the Receiver will proceed to destroy or return to the Issuer all Confidential Information, whether written, recorded, or in any other support that could be found. The destruction or return of the Confidential Information will not relieve the Receiver of its obligation to treat such Confidential Information as strictly confidential, during the duration of these Terms and Conditions, also, this obligation of confidentiality will persist once the contractual relationship between both has ended. The restrictions related to the use, reproduction, transmission, or access to the Confidential Information referred to in this clause, will not be applicable in cases where the information:

i. After having been provided as Confidential Information, became publicly accessible, without there being any breach of this clause in such circumstance; or

ii. Was legally in possession of the Receiver at the time it was provided by the Issuer, or that had been obtained by it independently and prior to having been provided by the Issuer, provided that there was no type of restriction or confidentiality clause previously established.

iii. That must be mandatorily provided under legal provision or by resolution validly issued by any competent administrative authority, court or jurisdictional body, legally empowered to compel such availability, provided that, the Receiver so required notifies the Issuer immediately of the receipt of such requirement, so that the Issuer can evaluate if there is the possibility of avoiding the same or may provide any support reasonably requested by the Receiver.

The Receiver will be responsible to the Issuer for any direct damage arising from the breach of any obligations arising from this clause. The obligations established in this clause bind the Receiver and their respective legal successors in the respective activities, including any legal entity resulting from a merger, acquisition, or any other restructuring that the Receiver may suffer. The Receiver will be bound by the provisions of this clause after the termination of the Validity Period of the contracted services for an indefinite period while the information continues to have the nature of Confidential Information.

10.3 Data Processor and Personal Data Protection

10.3.1 Personal Data Protection

‍The collection and processing of personal data carried out through our website, and through the provision of the contracted services applicable to these Terms and Conditions are governed by the provisions of the Data Protection Laws and Regulations, as well as our Privacy Policy and Cookie Policy, which are incorporated into these Terms and Conditions.

The use of the contracted services under these Terms and Conditions implies a legal relationship and obligations that are described below as Data Processor or as a subcontractor (despite the fact that throughout the text reference is made only as Data Processor with the aim of simplifying the writing, it will apply in the same way in the case of acting as a subcontractor of the processing). In the course of the provision of the services contracted by the Client, Bidcrunch will be considered Data Processor with respect to the Client in accordance with the Data Protection Laws and Regulations, being the Client the Data Controller of such personal data.

Additionally, during the course of the provision of the Service, the Client may designate one or several Authorized Users as administrators of the Service, such administrator of the Client will have the capacity to access, supervise, use, or disclose the information and data provided and stored by the Authorized Users in the Service, being the Client responsible for these data. It is the exclusive responsibility of the Client to comply with any obligations arising from its condition of data controller, with full indemnity for Bidcrunch. Bidcrunch will process the Personal Data on behalf of the Client to carry out the provision of the contracted services under these Terms and Conditions, except for anything else provided by the Parties in writing.

This data processing clause applies exclusively to the services that are provided directly by Bidcrunch, for the provision of the services contracted under these Terms and Conditions. If the Client has contracted the Service or other additional services through an Authorized Partner, in the case that these services required the processing of Personal Data of the Client, the Client must sign an independent data processing agreement with said Authorized Partner that includes the data processing activities of such additional services. This clause is not valid nor legally binding for the processing of such Personal Data unless expressly agreed otherwise between Bidcrunch and the Client.

Regarding Personal Data, the following basic information on data protection is detailed:

Data Processor: Bidcrunch

‍Purpose of processing: Manage the provision of the contracted service.

‍Legal basis: The processing of Personal Data of the Client is necessary for the correct provision of the contracted services. Consequently, the legal basis for processing such data as data processor is attending the need to provide the contracted services according to these Terms and Conditions.

‍Recipients: Personal Data may be transferred to other companies of the same business group to provide the services, and for administrative reasons. Third-party data processors outside the EU are used, in countries with adequate guarantees.

‍Rights: You have the right to access, rectify and delete your data, request its portability, oppose the processing, and request the limitation of the same. For more information: https://bidcrunch.com/privacy-policy

Additional information: You can consult additional and detailed information on data protection on our website: https://bidcrunch.com/privacy-policy

10.3.2 Data Processor

‍As Data Processor, Bidcrunch commits to:

i. Treat and keep strictly confidential and reserved all the Information and Personal Data that the Client and/or Authorized Users, where applicable, provide or deliver by any means or support, as well as that which they know or to which they have access by virtue of the provision of the contracted services. Likewise, they must observe and maintain the strictest secrecy and full confidentiality about the Information to which they may access.

ii. Use the Information of the Client and the Personal Data that will be subject to processing, exclusively for the purpose that constitutes the object of the provision of services and the processing assignment derived from it, not being able in any case to use them in the activity that it carries out for other companies or entities or for its own purposes.

iii. Process the data according to the instructions of the Client. If Bidcrunch considers that any of the instructions infringe the Data Protection Laws and Regulations, it will immediately inform the Client.

iv. Not reproduce, communicate, assign, disclose or transmit, totally or partially, the Information of the Client nor the Personal Data of the Client and/or Authorized Users to persons or entities whose intervention is not strictly necessary for the provision of the services nor for purposes different from those contemplated in this document, unless written authorization from the Client, instruction from the Client, or in the cases in which Bidcrunch is obliged to its transmission in accordance with the provisions of the current legislation. In this last case, Bidcrunch commits to inform the Client in advance of the identity of the applicant and the information required. If Bidcrunch should transfer Personal Data to a third country or to an international organization, under the Law of the Union or of the Member States that applies to it, it will inform the Client of that legal requirement beforehand, unless such Law prohibits it for important reasons of public interest. These obligations will be made through the channels established for this purpose, being able to be made by way of example according to the mechanisms established in point (IX) of this clause.

v. Collaborate with the Client in the exercise of the rights of the interested parties (access, rectification, deletion, opposition, limitation of processing, data portability, and not to be subject to automated individual decisions) to the extent that it processes Personal Data on behalf of the Client to execute the contracted services according to its technical possibilities.

vi. Bidcrunch will keep in writing, when so required by the Data Protection Laws and Regulations, a record of all categories of processing activities carried out on behalf of the Client, containing: i) The name and contact details of Bidcrunch, as well as the details of other processors, if applicable, and of each Client on behalf of which Bidcrunch acts, and of the data protection officer; ii) The categories of processing carried out on behalf of the Client; and iii) in case of data transfer to a third country or international organization, include the identification of said third country or international organization and, in the case of international transfers provide the documentation of adequate guarantees to carry out such transfer.

vii. Inform at all times about the location or location in which the Client's Information and Personal Data contained in any support or format will be found. Such communication will be made, among other possible ways, by way of example according to the mechanisms established in point (IX) of this clause

viii. Bidcrunch will not subcontract totally or partially any of the services of the relationship of services with the Client that involve the processing of Personal Data regulated here (Sub-processors) without applying the mechanism provided in point (IX) of this clause. Once it is authorized by the mechanism provided there, Bidcrunch will transfer at least the same obligations stipulated here in relation to the processing of Personal Data to such entities. The Client makes an authorization of all the subcontracts that are managed according to said mechanism and those that are already indicated in said list at the time of accepting the service.

ix. Inform of the list of subcontractors that involve the processing of Personal Data of the Client regulated in this document (sub-processors). For this, Bidcrunch will enable a list where it will be possible to consult: the subcontracted company (which will be identified clearly and unequivocally), the service offered, and if this implies an international transfer of the Personal Data. Likewise, Bidcrunch will allow all its clients to register with the aim of notifying with an anticipation of seven (7) days the modifications in the list so that they can object previously to the realization of the same (without prejudice that logically the list will be updated).

x. Bidcrunch will be responsible for the acts and omissions of its Sub-processors to the same extent as Bidcrunch is responsible if it performs the services of each Sub-processor directly according to the terms of this Clause, unless otherwise established in these Terms and Conditions.

xi. Bidcrunch will implement the necessary mechanisms to: i) Guarantee the confidentiality, integrity, availability, and resilience of the processing systems and services: ii) Restore the availability and access to Personal Data quickly, in case of physical or technical incident; iii) Verify, evaluate, and assess, regularly, the effectiveness of the technical and organizational measures implemented to ensure the security of the processing; and iv) Pseudonymize and encrypt the Personal Data, where applicable.

xii. Bidcrunch will maintain appropriate technical and organizational measures for the protection of the security (including protection against unauthorized or illegal processing and against accidental or illegal destruction, loss or alteration or damage, unauthorized disclosure or access to the client data), confidentiality and integrity of the Client's Information.

xiii. The Client may verify at any time, and a maximum of two (2) times a year, the compliance with the security measures and controls established in these Terms and Conditions, regarding the information systems, communications, files, etc., as well as the procedures that support the Services provided, upon written request, in this latter case, to Bidcrunch, with a minimum advance of ten (10) business days.

xiv. Bidcrunch will notify the Client without undue delay, through email, security breaches that affect or could affect the rights and freedoms of natural persons, whose personal data are processed on behalf of the Client, along with all relevant information for the documentation and communication of the incident according to the provisions of Data Protection Laws and Regulations.

xv. Bidcrunch will make reasonable efforts to identify the cause of said Client Data Incident and will take the steps that Bidcrunch considers necessary and reasonable to remedy the cause of said Client Data Incident to the extent that the remedy is within the reasonable control of Bidcrunch.

xvi. The obligations set forth in this clause will not apply to incidents caused by the Client or the Client's Authorized Users.

xvii. Once the provision of the service object of these Terms and Conditions is fulfilled, Bidcrunch commits to destroy that information that contains personal data that has been transmitted by the Client and/or Authorized Users by virtue of the provision of the contracted services. Notwithstanding the foregoing, Bidcrunch may keep the data to whose conservation it is legally obliged, and only for the period of time and for the legally established purposes.

11. Termination

‍11.1 These Terms and Conditions begin on: (i) the date the Client first accepts them; (ii) or make use of the Service or other additional services or functionalities contracted, in any case the earliest in time, and continues in force until the Validity Period of the contracted services expire or have been terminated as provided in this clause.

11.2 The Validity Period of the Service, and, if applicable, other additional services contracted is annual (1 year) counting from the start date of the same established in the Client's Order Form, unless a different Validity Period has been established in the Order Form. The contracted services are automatically renewed for another annual period, unless one of the Parties makes known, in a reliable and in writing, the will of non-Renewal at least thirty (30) days in advance of the end date of the Validity Period of the contracted service.

11.3 In the case of expansion and/or contracting of a higher volume of services than those currently contracted (e.g.: a higher number of licenses, settlements, number of Bidcrunch cards, etc..), or of new additional services during the Validity Period of the contracted Service, the validity period of the new services will correspond to the remaining time left of the Validity Period of the contracted Service, exclusively applicable for the first year of contracting the same. Notwithstanding the above, if the remaining validity period of the Service was less than or equal to six (6) months, such additional services will have a validity period of obligatory compliance for the Client of twelve (12) months, plus the remaining period of the Service, automatically renewing these additional services on the same renewal date of the Service, unless one of the Parties makes known in a reliable and in writing, the will of non-renewal at least thirty (30) days in advance of the end date of validity.

11.4 Unless expressly provided in the Order Form, the prices applicable to the Renewal of the services will be governed by the price list in force at the time of the Renewal. Notwithstanding the above, any Renewal in which the volume of the contracted services decreases or increases, a revaluation of the amount to be paid in the Renewal will be made.

11.5 Any of the Parties will have the right to terminate the contracting of the present services immediately and in writing in a reliable way, in the following cases:i) By mutual agreement of the Parties;

ii) Termination of the Validity Period of each of the contracted services;

iii) When any of the Parties fails to comply with any of the obligations established in these Terms and Conditions and such non-compliance is not rectified within thirty (30) days after its written notification, obliging the non-compliant party to compensate for the damages and losses caused;

vi) Cause of dissolution in accordance with the provisions of article 360 of the Consolidated Text of the Capital Companies Law approved by Royal Legislative Decree 1/2010, of July 2;

v) Whenever the legal rules allow it, when an administrative or judicial proceeding is promoted against that Party that may prevent it from providing the services or the agreed remuneration in these Terms and Conditions, in which case, the affected Party must communicate to the other the concurrence of the cause of resolution, in the shortest possible time since it had knowledge of the proceeding;

vi) When the falsification of the data and documents provided by the Parties that have served as a basis for the formalization of the contracting of the contracted services or for the billing of the price of the same is proven;

vii) Force majeure cause (as defined in article 1.105 of the Civil Code) that is prolonged for a period longer than sixty (60) days.

11.6 At the request of the Client, Bidcrunch has the obligation within thirty (30) days after the date of termination or expiration of these Terms and Conditions, to make available all the Client's data stored in the Software. Once the information requested by the Client is made available and thirty (30) days have elapsed since the termination of the Service, Bidcrunch will have no obligation to maintain or provide the Client's data and will proceed to the elimination and destruction of all data, except legal obligation that establishes otherwise.

12. Assignment and Subcontracting

‍12.1 The Client commits not to assign, totally or partially, the obligations and rights derived from these Terms and Conditions, nor carry out any other operation that implies disposition by any title, encumbrance, commitment, and/or transaction, totally or partially, on the mentioned rights and obligations, unless they have previously obtained written authorization from Bidcrunch.

13. Miscellaneous

13.1 Independence of the parties

The Parties expressly declare that they act with total independence from each other for the execution of their own businesses and activities. Nothing agreed in these Terms and Conditions can be constitutive of an employment relationship, agency, commission, distribution, association, or joint venture.

13.2 Partial validity

‍When by judicial disposition or of any other nature, any of the clauses of these Terms and Conditions were declared invalid or ineffective, totally or partially, such invalidity or ineffectiveness will not extend to the rest of the clauses provided here, which will remain in force and fully effective. The Parties agree to replace any clause that became invalid or ineffective with another valid and effective one, trying to ensure that the effect of the latter is as similar as possible to that of the first.

13.3 Non-waiver

‍The waiver to demand the compliance of any obligation or condition of the provisions in these Terms and Conditions will not constitute a waiver or continuous waiver to demand the compliance of any other obligation or condition, even if they are of the same nature. The lack of exercise or delay in the exercise by any of the Parties of any right, power, or privilege under the provisions of these Terms and Conditions will not operate as a waiver of the same, and the timely or partial exercise by any of the Parties of a right, power, or privilege will not prevent the subsequent exercise of the same or any other right, power, or privilege.

13.4 Order of Precedence

‍In case of discrepancy between these Terms and Conditions, and those provided in any other document provided by any of the Parties within the contractual relationship framework of the provision of services, it will be resolved by applying the following order of precedence:

- The specific terms and conditions that have been included in the Bidcrunch Order Form (if applicable).

- These Terms and Conditions.

- Particular Terms and Conditions, in what they may modify the Terms and Conditions.

- Any general conditions of hiring included in the order form from the Client, or in any other analogous document.

Additionally, the Parties agree that, these Terms and Conditions will be directly applicable to the Renewals (if applicable), as well as the Order of Precedence provided in this clause.

13.5. Interpretation of conflicting conditions

‍In case of any conflict between these Terms and Conditions, and any previous version of the same, and unless otherwise indicated, the provisions of these Terms and Conditions will prevail.

14. Notifications

‍14.1 Any notification or communication that should be carried out by reason of these Terms and Conditions will be made by the Parties, unless otherwise provided in it, in writing and addressed to the address provided as the corporate domicile of the Client, to the attention of the contact provided in the Order Form. For aspects related to the billing of services, notifications will be directed to the billing contact designated by the Client in the Order Form.

14.2 Any change of domicile for notifications, in order to be able to deploy effect between the Parties, must be communicated to the other with at least ten (10) days in advance, by one of the means provided for the practice of notifications.

15. Applicable Law and Jurisdiction

‍15.1 The address to which the Client must direct notifications under these Terms and Conditions, the law that will apply in any dispute or claim arising in relation to these Terms and Conditions, and the courts that have jurisdiction over any dispute or claim, will be determined by the place of the domicile of the client, in relation to the following table. By this, both Parties submit to the jurisdiction identified below:Calle Francisco de Rojas, 5, DERECHA, 1º 3 28010 Madrid Madrid

15.2 Likewise, the commit to interpret and comply with these Terms and Conditions in accordance with the principles of equity and good faith, resolving through negotiations and friendly agreements any difference that may arise between them regarding the application, development, compliance, interpretation, and execution of the same.

16. Definitions

‍16.1 In addition to the terms defined throughout these Terms and Conditions, the following terms in uppercase, in singular or plural, will have the meaning provided below:

16.1.1 “Client”: means the legal entity identified in the Order Form, or where applicable the framework agreement of the services,

16.1.2 “Content”: means all the content, excluding the Client's Information, located or contained on the Web, or any other web owned or controlled by Bidcrunch, and any information, documents, reports, criteria, or similar, provided to or made accessible to the Client and/or Authorized Users in the course of the provision of services.

16.1.3 “Personal Data”: means any information about an identified or identifiable natural person, as provided in the Data Protection Laws and Regulations, of which the Data Controller is the Client.

16.1.4 “Documentation”: means the information provided to the Client by Bidcrunch, describing the functionalities, use guides, and operations of the Service, including without limitation, online materials or specifications.

16.1.5 “Data Processor”: means the entity that processes Personal Data on behalf of the Data Controller. For these Terms and Conditions, the Data Processor means the company Simfinity Digital Services SL.

16.1.6 “Affiliate”: means an entity that is directly or indirectly connected with or controlled by another organization, usually larger. For “Control” for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the entity in question.

16.1.7 “Order Form”: means the purchase order document of the Service or other additional services or functionalities contracted by the Client, and which refers to these Terms and Conditions. The services contracted through the Order Form for an Affiliate of the Client, have the same effects and obligations as for the Client in these Terms and Conditions.

16.1.8 User ID: means the unique credentials that are created and assigned to an Authorized User for the purpose of accessing and using the Service according to these Terms and Conditions.

16.1.9 “Client's Information”: means any personal data or information of the Client and/or Authorized Users that is entered into the services by the Client or on behalf of the same, as well as any information derived from them (e.g., The Client's expense reports). The Client's Information, and the information derived from it does not include Confidential Information of Bidcrunch.

16.1.10 “Data Protection Laws and Regulations”: means all laws and regulations, including regulations of the European Union, the European Economic Area, and its member states, applicable to the processing of Personal Data under the Terms and Conditions.

16.1.11 “License”: means the use license of the Software, under the regulation of these Terms and Conditions, and as provided in the Order Form.

16.1.12 “Parties”: means the Client and Bidcrunch, together.

16.1.13 “Authorized Partner”: means any of the distributors, resellers, or other commercial partners of Bidcrunch authorized in writing by Bidcrunch to sell and/or integrate the Services, or other additional services.

16.1.14 Validity Period: means the contracting period provided for the Service, as well as any other additional service contracted, including all subsequent Renewals (if applicable).

16.1.15 “Privacy Policy”: means the privacy policies of Bidcrunch included in https://bidcrunch.com/privacy-policy.

16.1.16 “Renewal”: means that the Client continues to make use of the contracted services, without indicating their express and reliable will not to renew them 30 days prior to the end of the Validity Period of each of the contracted services.

16.1.17 “Data Controller”: means the entity, natural or legal person, public authority, service, or another body that, alone or together with others, determines the purposes and means of the processing of personal data.

16.1.18 “GDPR”: means 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”).

16.1.19 “Service”: means the subscription to the Software license operated by Bidcrunch under an Order Form or the framework agreement of the services with the Client, as described in the Documentation.

16.1.20 “Integration Services”: mean the necessary tasks performed by Bidcrunch or a third party to proceed with the integration of the Service or services in the corporate environment of the Client, and its Authorized Affiliates, as provided in the Order Form or in the framework agreement of the services signed with the Client.

16.1.21 “Software”: means the online and mobile platform owned by the entity Bidcrunch, which allows the capture of expense tickets and invoices, extracting their data and classifying them for later exploitation on the internet.

16.1.22 “Terms and Conditions”: means these general terms and conditions of use and hiring, as well as any other Particular Terms and Conditions.

16.1.23 “Particular Terms and Conditions”: means those services or functionalities of the Software understood as Service, that may be subject to particular conditions that, where applicable, modify or supplement these Terms and Conditions, forming in any case an integral part of the same.

16.1.24 “Processing”: any operation or set of operations carried out on personal data or sets of personal data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure, or destruction as provided in the Data Protection Laws and Regulations.

16.1.25 “User”: means the natural person who uses the Web and the Service.

16.1.26 “Authorized User”: means any individual to whom the Client or its Affiliates grant authorization and/or access for the use of the Service, under the subscription of the Software License contracted by the Client, by way of example, an employee, an agent, a supplier, a partner, a shareholder, a representative, as long as it is an Authorized User and is not a competitor of Bidcrunch.

16.1.27 “Non-regularized User”: means that the Client is using the Service for a volume of users higher than the amounts contracted in the Order Form. Such users will be billed by the amount reflected in the price list.

16.1.28 “Web”: means any web owned by Bidcrunch through which the Service can be accessed: https://bidcrunch.com/

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