PLEASE READ THIS 30-DAY TRIAL LICENSE AGREEMENT CAREFULLY BEFORE YOU SUBMIT YOUR INFORMATION TO ETULOS SOLUTE, S.L. TO PARTICIPATE IN THE FREE TRIAL AND/OR START USING THE FUROW™ SOFTWARE DEMO MADE AVAILABLE TO YOU AS PART OF THIS FREE TRIAL.

THESE TERMS AND CONDITIONS ENTERED INTO BY YOU AND ETULOS SOLUTE, S.L. (“SOLUTE”) ARE REFERRED TO AS THE “AGREEMENT” UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS SET FORTH IN SECTION 1 BELOW.

THIS TRIAL LICENSE AGREEMENT IS ENTERED INTO FOR THE SOLE PURPOSE OF ALLOWING YOU TO EVALUATE SOLUTE'S FUROW™ SOFTWARE.

BY ACCEPTING, YOU ARE AGREEING ON BEHALF OF THE ENTITY OBTAINING THE THE FUROW™ SOFTWARE DEMO (“COMPANY”) THAT COMPANY WILL BE BOUND BY AND BECOME A PARTY TO THIS AGREEMENT AND CERTIFYING THAT YOU HAVE THE AUTHORITY TO BIND COMPANY. IF COMPANY DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND COMPANY TO THIS AGREEMENT, DO NOT CLICK “SUBMIT / ENVIAR” TO ACCESS AND/OR USE THE FUROW™ SOFTWARE DEMO IN ANY MANNER.

UNLESS AND UNTIL COMPANY HAS AGREED TO BE BOUND BY ALL OF THE TERMS OF THIS AGREEMENT, COMPANY HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO ACCESS AND/OR USE, THE FUROW™ SOFTWARE DEMO. THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE YOU ARE SENT THE FREE TRIAL VIA EMAIL.

Definitions

“Affiliate” means a company that is controlled by, under common control with or controlling a party during the period of such control.

“Data Controller” means the natural or legal person, public authority, agency or any other body which alone or jointly with others determines the purposes and means of the processing of personal data; where the purposes and means of processing are determined by national or European Community laws or regulations, the controller or the specific criteria for his nomination may be designated by national or European Community law.

“Data Processor” means a natural or legal person, public authority, agency or any other body which processes personal data on behalf of the Data Controller.

“FUROW™ software demo” means the computer program created and furnished by SOLUTE to Company under the terms of this Agreement.

“Intellectual Property Rights” means any and all: (i) registered patents, designs and trademarks, utility models, know-how, copyright and rights in databases; (ii) any other industrial or intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or which shall exist in the future; (iii) applications for registration, divisions, continuations, and continuations in part, extension and renewal regarding any of the aforementioned rights; and (iv) the expression of any original work or creation, in any format, be it tangible or intangible, including but not limited to computer programs, source code, object code, technical documentation, instruction manuals, training materials, data formats, sketches, designs logos, as well as the outcome to transformation, modification, updating, adaptation, new versions or changes to said works or creations.

“Modifications” means any work based on or incorporating all or any portion of the FUROW™ software demo, including, without limitation, modifications, enhancements and customizations to the FUROW™ software developed by SOLUTE, or a third party on SOLUTE’s behalf.

Scope of License and Related Terms

SOLUTE will make the FUROW™ software demo available to Company for evaluation via SOLUTE’s online, Web-based platform and applications that are hosted by SOLUTE.

License Grant. During the Evaluation Period (as defined in Section 5), SOLUTE grants to Company a non-exclusive, royalty-free license, revocable and non-transferable right to use the FUROW™ software demo solely for the purpose of internally evaluating the suitability of the FUROW™ software for Company’s internal business purposes. Company may, using the functionality within the FUROW™ software, test certain available features and functionality of the FUROW™ software offered as part of its evaluation process.

Please note that the FUROW™ software demo offered is a limited version of the original FUROW™ software for trial purposes only. Consequently, the FUROW™ software demo will not allow Company saving nor exporting the data processed, and will display limited memory features (32 MB only).

Company Responsibilities. Company shall:

shall install the FUROW™ software demo in accordance with the instructions furnished by SOLUTE;

use the FUROW™ software demo only for the purpose of evaluating suitability of the program for the Company’s proposed applications.

For the avoidance of any doubt all output generated from any FUROW™ software demo including models, input files, images including screenshots shall not be used for commercial or research purposes, publications, or presentations without the express written consent of SOLUTE.

use each licensed FUROW™ software demo at any time on a uniquely identified computer processor;

use the FUROW™ software demo under Company’s supervision and control;

use commercially reasonable efforts to prevent unauthorized access to or use of the;

undertake not to exploit the FUROW™ software demo system, by means of e.g. having an unreasonable number of users request and/or download the FUROW™ software demo in their systems, or having users request and/or download the FUROW™ software demos on a continuing basis, one demo after another, in order to elude the effects of the expiration term; and

notify SOLUTE in writing immediately of any unauthorized use of, or access to, the FUROW™ software demo or any user account or password thereof.

Company hereby asserts to be fully cognizant of the terms and conditions of this Agreement and acknowledges that it is granted only those rights expressl

Use Restrictions. Company shall not, directly or indirectly:

modify, reverse compile, disassemble, or otherwise reverse engineer any FUROW™ software demo, or allow anyone else to do so (except only to the extent such prohibition is contrary to applicable law);

attempt to access or use portions of the FUROW™ software demo code for which the Company has not acquired a license; or except as specifically authorized herein;

use the FUROW™ software demo for a commercial purpose is prohibited;

sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the FUROW™ software demo or any modified version or derivative work of the FUROW™ software created by SOLUTE;

remove or alter any copyright, trademark or proprietary notice, marking or legend or any encrypted license keys or similar security devices placed upon or contained within any FUROW™ software demo;

use any Intellectual Property Rights protected by applicable laws and contained in or accessible through the FUROW™ software demo for the purpose of building a competitive product or service or copying its features or user interface;

use the FUROW™ software demo or permit it to be used, for purposes of product benchmarking or other comparative analysis intended for publication without SOLUTE's prior written consent;

copy any features, functions or graphics of the FUROW™ software demo for any purpose other than what is expressly authorized in this Agreement;

develop or create any modified version or derivative work of the FUROW™ software demo;

use any FUROW™ software demo for the purpose of developing products which compete with the SOLUTE’s programs;

make the FUROW™ software demo, in full or in part, available to any third person as part of a data services operation or application services provider or otherwise.

Suggestions. Company may, from time to time, provide suggestions, enhancement or feature requests or other feedback to SOLUTE with respect to the FUROW™ software demo or other SOLUTE products, services or related documentation (whether or not such is disclosed or delivered by SOLUTE to Company under this Agreement) (collectively, “Feedback”). Company agrees that all Feedback is and shall be given by Company entirely voluntarily. SOLUTE shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback in its discretion, without restriction or obligation of any kind or nature. Feedback, even if designated as confidential by Company, shall not create any obligation of confidentiality for SOLUTE, unless SOLUTE expressly agrees so in writing.

Charges and Payment

This 15-day trial is granted free of all charges and fees. No sums whatsoever shall be paid for the licensed rights.

Proprietary Rights and Data.

Ownership. All files provided by SOLUTE and all output generated from these files shall remain the property of SOLUTE and shall not be used for purposes other than internal evaluation.

SOLUTE owns all right, title and interest, including all Intellectual Property Rights, in and to the FUROW™ software demo, and all Modifications thereto (collectively, the “SOLUTE Property”). Except as expressly stated otherwise in this Agreement, SOLUTE retains all of its right, title and ownership interest in and to the SOLUTE Property, and no other Intellectual Property Rights or license rights are granted by SOLUTE to Company under this Agreement, either expressly or by implication, estoppel or otherwise, including, but not limited to, any rights under any of SOLUTE’s or its affiliates Intellectual Property Rights.

Business Information; Company Data. Company agrees to allow SOLUTE and its Affiliates to store and use Company business contact information, including names, business phone numbers, and business e-mail addresses, anywhere it does business that is provided by Company to SOLUTE (“Company Data”). Such information will be processed and used in connection with SOLUTE’s business relationship, and may be provided to contractors acting on SOLUTE’s behalf for uses consistent with SOLUTE’s business relationship.

The data input by the Company in the FUROW™ software demo cannot be saved, stored, or transferred, and thus SOLUTE does not have any duties nor responsibility regarding same.

To the extent that Company registration data contains personal data about any living individual (“Data”), SOLUTE will process that Data only as a Data Processor acting on behalf of Company (as the Data Controller) and in accordance with the requirements of this Agreement.

Usage Data. In the course of providing Company with the FUROW™ software demo, SOLUTE may collect, use, process and store technical and usage related content from the computer, mobile phone or other devices the Company uses to download, install and access the FUROW™ software demo, for improvement, for support purposes, and for verification of the FUROW™ software demo. This may include, but is not limited to, IP addresses and other information like Internet service, location, the type of browser and modules that are used and/or accessed (the “Usage Data”). Usage Data does not, however, include Company Data. Company agrees that SOLUTE may process Usage Data to create and compile anonymized, aggregated datasets and/or statistics about the FUROW™ software demo, in order to maintain, monitor and improve the performance and the integrity of SOLUTE products.

Term and Termination.

Term. This Agreement commences on the Effective Date and continues for a period of fifteen (15) days thereafter (“Evaluation Period”), unless terminated sooner pursuant to Section 5.2.

Termination. Either party may terminate this Agreement at any time by providing a minimum of two (2) days written notice to the other party. Additionally, either party may terminate this Agreement if the other party materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for two (2) days following written notice of the breach.

Effect of Termination or Expiration. Upon any expiration termination of this Agreement, whichever occurs first:

the rights granted under this Agreement will be immediately revoked and the Company’s free trial demo will be immediately deactivated;

the Company shall purge all copies of the FUROW™ software demo and any portions thereof from all CPI’S and storage media and devices on which the Company has placed or allowed other to place the FUROW™ software demo;

the Company shall upon request provide SOLUTE with written certification that the Company has complied with its obligations under paragraph (b);

SOLUTE may, at its own discretion, contact the Company by means of the Company Data provided in order to discuss the performance of the FUROW™ software demo and to explore the possibility of further collaboration between the parties.

Sections 2.4, 4, 5.3, 6 and 7 survive termination or expiration of this Agreement.

Disclaimer of Warranties; Limitation of Liability.

Disclaimer of Warranties. THE FUROW™ SOFTWARE DEMO IS PROVIDED TO COMPANY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SOLUTE'S PRODUCT OR SERVICE MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND SOLUTE IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES.

Limitation on Damages. SOLUTE shall not be liable for any loss of profit, loss of business, or other financial loss which may be caused, directly or indirectly, by the inadequacy of the FUROW™ software demo for any purpose or use thereof or by any defect or deficiency therein. SOLUTE shall not have any liability with respect to any loss or damage related to or arising from: any failure of the FUROW™ software demo to perform as specified herein except as and to the extent otherwise expressly provided herein; or any use or application of the FUROW™ software demo or the results or decisions made or obtained by users of the FUROW™ software demo. The total of SOLUTE's liabilities to Company for damages, if any, shall not exceed 100 euros. No action, regardless of form, arising out of any transaction under this Agreement may be brought by the Company more than one year after the Company has, or by the exercise of reasonable diligence should have had, knowledge of the occurrence which gives rise to such action.

General.

Assignment. Company cannot assign any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of SOLUTE. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. Any attempted assignment in breach of this Section 7.1 shall be void.

Relationship of the Parties. SOLUTE and Company are independent contractors, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.

Choice of Law and Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the Kingdom of Spain. Company and SOLUTE agree to submit any disputes arising out of the Contract to the Courts of Madrid (Spain).

Notices. Notices regarding this Agreement shall be in writing and addressed to Company at the address Company provides, or, in the case of SOLUTE, when addressed to Etulos Solute, S.L., Avenida del Cerro del Águila, number 3, 2nd building, office 1C2, 28703, San Sebastián de los Reyes (Spain), Attn. “Director General”. Notices regarding the FUROW™ software demo in general may be given by electronic mail to Company’s e-mail address on record.

Force majeure. SOLUTE shall not be responsible for any delays or failure to perform the Agreement due to force majeure or acts of nature, understood as being the cases provided under the applicable legislation.

Entire Agreement; Other Terms. This Agreement represents the entire agreement of the parties and supersedes all prior discussions, emails and/or agreements between the parties and is intended to be the final expression of their Agreement. To the extent there is a conflict between this Agreement and any additional or inconsistent terms, the terms of this Agreement shall prevail, unless expressly stated otherwise. The Agreement may not be modified or altered except by written instrument, and no amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed (either manually or electronically) by an authorized representative of Company and SOLUTE. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.

BY CLICKING SUBMIT COMPANY HEREBY ACKNOWLEDGES THAT IT HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO BE BOUND BY ITS TERMS.