PARTIES

(1) RENTLY SOFTWARE LLC (“Rently”), registration number 37-1953758, with registered offices at 2035 Sunset Lake Road, Suite B-2, 19702 Newark, Delaware, United States, in its capacity as LICENSOR.

LICENSEE / CLIENT: Any natural or legal person that contracts, accesses or uses the Rently Software, whether through acceptance of a Commercial Proposal, payment for the service, or effective use of the platform.

PREAMBLE

That the LICENSOR is engaged, among other activities, in the commercialization under the “Software as a Service” (SaaS) modality of licenses to use the software called “RentlySoft”, of which it is the exclusive holder of exploitation rights, and intellectual and industrial property rights.

The LICENSEE declares that it is aware of and accepts that this agreement does not grant it any intellectual or industrial property right over the Software, its developments, source code, architecture, trademarks, methodologies or associated documentation, which belong exclusively to the LICENSOR.

These Terms and Conditions constitute a contract of adhesion, of general application to all RENTLY clients.

The CLIENT expressly accepts that the specific conditions of the service (scope, modules, metrics, prices and terms) shall be those defined in the Commercial Proposal, Order Form or valid Offer accepted by the CLIENT.

The scope of the service, available functionalities, contracted modules, quantities and specific conditions applicable to the LICENSEE shall be exclusively those defined in said Commercial Proposal and in its possible annexes, service orders or complementary agreements executed in writing between the parties.

By virtue of the foregoing, the LICENSOR shall provide the LICENSEE with the right to use and enjoy the RentlySoft Software for the management of rental vehicles and related activities, as well as the corresponding implementation, support and evolution services, all in accordance with the clauses detailed below.

DEFINITIONS

The following terms shall have the following meaning:

“Licensor”: Natural or legal person who grants a license. A licensor is an owner and/or has the right to grant a license over intellectual property (trademark, patent, software program, copyright, etc.).

“Licensee”: Natural or legal person who obtains a license to make use of a specific intellectual property right.

“Subsidiaries and/or Client offices”: All those legal entities that operate exclusively under the same name as the Client.

“Software”: Hereinafter referred to as “RentlySoft” and refers to the computer software product intended to be used by car rental service providers and/or tourism and transportation companies, owned by the LICENSOR.

1. PURPOSE

The contract between the LICENSOR, provider of the Software, and the LICENSEE, a car rental company, has as its purpose establishing the terms and conditions for the acquisition, use and support of the Software provided, defining the license agreement, implementation services, maintenance and updates, as well as the rights and obligations of both parties to ensure proper provision of the Software within the specific context of the car rental industry, during the term of the contract.

2. LICENSES

2.1 RENTLY grants the CLIENT a temporary, non-exclusive, non-transferable and non-sublicensable license to use, conditioned upon compliance with the economic and contractual obligations established in the Contracted Plan. The Software use license shall be valid for the period during which the Client pays for the contracted service in due time and manner, and in accordance with the price agreed between the parties, without exception.

The “Contracted Plan” defines the enabled functionalities, operational limits, included modules, commercial metrics and economic conditions applicable to the CLIENT, pursuant to the accepted Commercial Proposal. The license shall terminate by operation of law in the event of non-payment of the price for the contracted service(s).

The LICENSOR shall not be responsible for the loss or alteration of data in the Software.

The Client must ensure that the username and password necessary to access the Software are secure, confidential and exclusively in its possession.

In compliance with international transparency standards and ICANN, the LICENSOR guarantees the truthfulness of its registered identity. Likewise, the Client undertakes to provide truthful and up-to-date data for the registration of its access accounts, being responsible for any inaccuracy in the information provided.

The Client is expressly prohibited from:

• Attempting unauthorized access or transmitting files that damage the system.
• Attempting to access without authorization materials, Software or resources other than those contracted.
• Using the Software in any manner that may harm its functionalities or those of other complementary products or services; as well as those of other Clients.
• Attempting to access without authorization materials, Software or resources other than those contracted.
• Transmitting or introducing Software files that may damage devices or that contain offensive material or that violate applicable regulations.

2.2 RIGHTS OF USE

The LICENSOR grants the LICENSEE a right of use (License) of the Software under the terms, scope, quantities and metrics defined in the accepted Commercial Proposal or Offer, which may be based, among other criteria, on the number of vehicles, active cars, branches, users, transactions or other commercial variables agreed between the parties.

Such right of use is temporary, non-exclusive, non-transferable and non-sublicensable, except for use by the Client’s subsidiaries that operate exclusively under the same commercial name.

2.3 AUDIT AND VERIFICATION OF COMMERCIAL METRICS

RENTLY may periodically verify the commercial metrics applicable to the contracted service, which may include, among other criteria, number of vehicles, branches, users, transactions or other variables defined in the Commercial Proposal.

Billing shall be based on the values recorded by the LICENSOR’s system regarding the agreed metrics, which may include, among other criteria, number of vehicles, active or available cars, branches, users, transactions or other commercial variables defined between the parties.

Prior to issuance of the invoice, the parties may validate the values corresponding to the invoiced period. In case of reasonable divergences, a review shall be conducted in accordance with the LICENSOR’s system records, which shall be considered the primary source of reference.

2.4 LICENSE RESTRICTIONS

The Client shall not, by itself, through its employees and/or affiliates: i) perform reverse engineering, decompile, disassemble, combine, modify, create derivative works of or translate the Software or any part of the platform; (ii) undertake or permit any activity intended to reproduce the Software source code by reverse engineering, disassembly, decompilation or translation of the Software; (iii) use RentlySoft or any part of the Software for any purpose other than supporting the commercial operations of the Client’s subsidiary; (iv) remove or conceal any copyright notice, trademark or other proprietary notice or legend of any part of RentlySoft.

The LICENSOR shall not transfer copyright or intellectual property rights over RentlySoft and its related documentation. No rights are granted under this contract, nor ownership of any registered trademark or copyright of the LICENSOR that appears in RentlySoft and its related documentation, nor any data and/or information provided or made available by the LICENSOR.

The Source Code is outside the scope of the licenses granted under this or other contracts, and is the exclusive property of the LICENSOR.

The suggestions, improvements, requests and recommendations submitted by the Client and/or its users do not provide any right over the Software.

The LICENSOR reserves rights and remains, at its sole discretion, to accept, reject or keep pending for future implementation each Client request.

3. CHANGES IN THE PLATFORM AND ITS EVOLUTION

The LICENSOR guarantees that RentlySoft is software in constant evolution and that it shall remain in continuous development during the term of the contract. The functionalities and features included in the contracted modules shall remain compatible with new versions or evolved platforms of the Software.

Product evolution shall have the purpose of improving the stability, security, performance, compatibility and operational continuity of the Software, without implying, in any case, an automatic expansion of the originally contracted functional scope.

New functionalities, technical expansions, additional tools or modules that are not expressly included in the Commercial Proposal or Offer accepted by the Client are not considered included within the Contracted Plan, and their possible availability shall be subject to commercial communication, the Client’s express acceptance and, as applicable, additional contracting.

The so-called “Evolution Period” shall be governed by what is established in the corresponding Commercial Proposal and shall not alter the economic conditions nor the agreed functional scope, except by express agreement in writing between the parties.

4. TRAINING AND DOCUMENTATION

Performance of this contract shall also include provision of any Documentation required or convenient for proper use of RentlySoft. The LICENSOR must keep such documentation up to date during the term of the contract. The LICENSOR shall provide training and instruction (through interactive videos) to the Client’s employees necessary for proper use of the software. Training shall be carried out using the “train-the-trainer” method and shall be conducted by telepresence/teleconference/remote access/video call. If additional training is required after initial training, it must be requested by email to info@rentlysoft.com and/or by calling +549 1135829237.

5. MULTIPLE USES

The right to simultaneous use of the Software on multiple devices/computers/servers/data centers or in the network of affiliated Clients is included in the granted license.

The multiple-use right shall include the following versions: major versions, minor versions and patch sets, as well as all future features and functionalities of RentlySoft installed on the platform. After implementation by the LICENSOR within its evolution and/or, as applicable, the respective use rights shall be included in the license fees established in the economic offer.

Minor versions and patch sets of RentlySoft, if any, shall be updated in accordance with RentlySoft terms. Except as provided in this Section, RentlySoft must provide the Client all Software Updates and Improvements as part of the fees defined in the commercial agreement.

6. UPDATES AND IMPROVEMENTS

During the term of the contract, the Client shall automatically receive the new versions of the Software that the LICENSOR makes available (hereinafter, the “Updates”), strictly limited to the modules and functionalities included in the Commercial Proposal or Offer accepted, without implying, in any case, an expansion of the originally contracted functional scope.

The Updates shall be applied automatically within the Contracted Plan and shall have the purpose of maintaining operational continuity, compatibility, stability and security of the Software.

Improvements, functional expansions, new modules, additional tools or functionalities not included in the accepted Commercial Proposal (hereinafter, the “Improvements”) are not included in the service price, and their availability shall be subject to the Client’s express acceptance and, as applicable, to the corresponding additional contracting, pursuant to the Commercial Offer in effect at the time of communication.

7. SOFTWARE SECURITY

The LICENSOR shall guarantee that the Software, while supplied, is free of “viruses”, “Trojan horses”, “time bombs”, “backdoor devices” or other code (Malware) that is harmful, destructive, disabling or that enables theft or alteration of data or enables access to or use of any of the Client’s systems, or interrupts or damages the normal operation of such systems.

8. DATA AND SERVER HOSTING (AZURE)

The Software operates from the “cloud” (Microsoft Azure). This implies that the Client may access it remotely from any computer with Internet access that meets the technical specifications. All information loaded into the Software is the property and responsibility of the Client. The LICENSOR shall not control, manipulate or observe in any way the information that the Client loads into the Software, except as necessary to perform its contractual obligations, and must maintain strict confidentiality in this respect.

The Client may at any time generate reports with the information loaded into the software. The LICENSOR shall not be responsible for total or partial, temporary or permanent loss of hosted data or information, except in cases of willful misconduct or gross negligence, or for causes directly or indirectly attributable to it. The LICENSOR declares that it uses cloud hosting services provided by “Microsoft Azure” and passes through its terms and conditions (Privacy and Legal) to the Client, which the Client accepts. Any contingency or event of any nature that causes damage to the Client due to failures, alterations or modifications of the services provided by “Microsoft Azure” shall not be the responsibility of the LICENSOR, since they are beyond its control and shall not be attributable to it in any way, unless it is understood that the Licensor, based on its knowledge and experience, could have taken appropriate actions or omissions to prevent any type of failure, alteration or modification of the services provided.

The Software operates on cloud infrastructure provided by third-party market leaders (currently Microsoft Azure). RENTLY may modify the infrastructure provider provided it guarantees equivalent or superior standards of security, availability and regulatory compliance. The Client has the right to host users and units up to the contracted maximum during the subscription process. The referenced database contains an incremental backup every 5 minutes, ensuring the greatest backup and security for the Client’s peace of mind.

For more information, visit: https://azure.microsoft.com/en-us/overview/security/

9. SUPPORT AND MAINTENANCE

Support conditions, service levels (SLA), response times and enabled channels shall be those defined in the Contracted Plan or current Commercial Proposal.

Regarding response times, the following levels are established:

Critical level: understood when the Software is out of service and not functioning.

Major level: understood when the Software is not operating in a manner that allows the client to carry out its daily operation.

Minor level: errors and corrections that the Software requires for a general understanding of the tool.

Support and maintenance service implies responding to “incidents” reported by the Client regarding anomalies detected in the use of the Software or lack of knowledge for its use. This does not in any way imply customization of the Software, consulting, or work necessary for the Software to be compatible or interconnected with the Client’s own Software or “Hardware” that differ from those established in the technical specifications for proper operation of the Software.

The Client may only report incidents and request support through “Users” who have completed the training course.

The LICENSOR shall classify the reported incidents and shall have sole discretion to determine whether the reported incidents are supported incidents or not, and may reject requests.

Incidents shall be considered resolved once notification is given that a permanent or temporary solution has been established. Requests for explanation about use of the Software shall not be considered an “incident”; however, the parties may agree on the explanation and training needed.

Incidents shall not be processed if their cause is related to elements outside the Software, such as connectivity factors, networks, operating systems, browsers or any other dysfunction caused by “base software” different from the Software or due to “hardware” or “connectivity” reasons.

In case of technical problems, the Client must make all reasonable efforts and/or provide the necessary means to investigate and diagnose problems before reporting them.

To use the support service, the Client must be subscribed to this service and communicate through the Support email informed during the implementation phase.

10. PAYMENT AND BILLING TERMS

10.1 Fees for the contracted services are determined in the “Quotation”.

10.2 Payments shall be made monthly in advance, before the 5th day of each month, by bank transfer to an account provided by the LICENSOR or by a credit card subscription.

10.3 The LICENSOR shall issue a monthly invoice for the amount to be received as established by the parties in the “Quotation”. Invoices are sent by email, automatically, to an email account chosen by the Client.

10.4 Invoices shall be sent according to the tax information provided by the Client, who shall be responsible for keeping such information updated.

10.5 Service Suspension: Failure to pay within the agreed timeframes shall entitle the LICENSOR to block access to the Software after ten (10) calendar days from the due date of the payment.

10.6 Deletion: After sixty (60) calendar days from the due date of the unpaid payment, the LICENSOR shall irreversibly destroy the information that was in the Software.

10.7 In the event of a change in the current macroeconomic situation, the price may be adjusted by prior agreement between the parties.

10.8 For other specific products or services not included and/or provided for in the Quotation – Commercial Offer, the corresponding invoice shall be issued as agreed between the parties.

10.9 All amounts and fees indicated or referenced in this agreement are based in EUR or USD according to the Client’s region. All amounts are non-cancelable and non-refundable.

10.10 No Refund Policy: All amounts are non-cancelable and non-refundable. Due to the digital nature of the service, once a purchase has been made and the Software or services delivered, no refunds shall be provided except where exceptional circumstances occur, which are subject to RENTLY’s sole discretion.

Exceptions for refund consideration:

• Product defects: If the Software is found to have defects or not function, we will work diligently to resolve the issue. If we cannot provide a satisfactory solution within a reasonable time, a refund will be considered.
• Unauthorized charges: If you believe an unauthorized charge has been made to your account, contact our Customer Support team immediately for investigation. If the charge is confirmed as unauthorized, a refund may be issued.
• Service cancellation: For subscription-based services, customers may cancel their subscription at any time. However, no refunds will be provided for unused portions of prepaid subscription fees.
• Refund request: To request a refund in exceptional circumstances as described above, contact our Customer Support team: info@rentlysoft.com

Refund requests must be submitted within ten (10) days after the purchase date for consideration.

It is agreed that refunds apply only to services offered based on monthly subscription. Annual subscriptions or cycles longer than one month are not refundable under any circumstances.

11. RETURN OF INFORMATION

At the request of the disclosing party, the receiving party must return or destroy all copies, originals, extracts and derivatives of the Confidential Information received, providing reliable notice in the case of destruction at the discloser’s option.

12. CONFIDENTIALITY

All information received is of a confidential nature. The LICENSOR retains basic tenant data for ninety (90) days after service termination to facilitate recoveries or audits, thereafter proceeding to secure deletion in accordance with Azure policies.

All information received or accessed by either party by virtue of the relationship arising from this contract shall be of a confidential nature (“Confidential Information”). Such Confidential Information shall not be disclosed, published, disseminated or used in any manner by the receiving party without the express authorization of the other party.

The receiving party shall protect the disclosing party’s confidential information with the same degree of care and confidentiality with which it protects its own confidential information. These terms and conditions impose no obligation on either party with respect to the other party’s confidential information when the receiving party can demonstrate by sufficient legal evidence that:

1. It was in the receiving party’s lawful possession or knowledge without confidentiality obligation before receiving it from the disclosing party,
2. The information was in the public domain without violating the provisions of this contract,
3. It was obtained in good faith by the receiving party from a third party with the right to disclose it and without confidentiality obligation,
4. It was independently developed by the receiving party without participation of persons who had access to the confidential information, or its disclosure is required by applicable laws, provided that the receiving party notifies the disclosing party of such requirement prior to disclosure, and provided that the receiving party makes diligent efforts to limit such disclosure.

The receiving party shall not acquire, under this contract, any ownership right or interest in any portion of the disclosing party’s Confidential Information.

Personal data obtained by either party for the execution of the contract binding them may only be used to fulfill the purpose of the contract and may not be transferred or disclosed to third parties under any circumstances. In this regard, all personal data to which they have access or participate in any phase of personal data processing must be treated with confidentiality and discretion, and strict professional secrecy must also be maintained. The licensor undertakes, indefinitely, to keep secret and maintain the strictest confidentiality over all information belonging to the Client to which it has access as a result of this contract.

The licensor, without the Client’s prior express consent, shall refrain from carrying out any activity—whether reproduction, use, storage, modification or any other type—with the information received, belonging to the Client, for purposes other than strict performance of this contract.

In no case may third parties access the Client’s data to which the licensor has access, without the Client’s express consent.

At the end of the contract, each party must destroy, definitively and irretrievably, the information or personal data obtained from the other party during the term of the contract. Each party shall be solely responsible for safeguarding its own data.

The LICENSOR retains basic tenant data for a period of ninety (90) days after service termination, in accordance with best practices for data retention established by Microsoft Azure. When a resource or service is deleted, Azure provides a reasonable retention period to allow data recovery in cases of accidental deletion, disputes, audits or legal requirements. Following these practices, the LICENSOR has adopted a 90-day data retention policy for basic tenant data with the objective of: facilitating account recovery in case of accidental cancellations or reactivation requests; complying with legal or contractual obligations requiring retention of certain data for a limited period after service termination; ensuring internal audits and traceability of the customer relationship, in line with Azure-recommended data governance principles. Once this retention period ends, the LICENSOR performs complete and secure deletion of the data, in compliance with the privacy and data protection policies implemented in its Azure-based infrastructure.

Neither party shall be liable to the other party or to third parties for damages or losses arising from delay or inability to comply with its legal or contractual obligations, in the event any unforeseen circumstance occurs, or if, although foreseen, it was unavoidable because it was beyond its control, and no compensation may be claimed for a force majeure event.

13. PERSONAL DATA

Both parties submit to Law 3/2018 (Spain) and Regulation (EU) 2016/679 (GDPR). The LICENSOR shall process data following the client’s instructions, ensuring maximum confidentiality and adopting appropriate security measures.

It is stated that the LICENSOR may eventually host personal data of which the Client is the data controller or processor. It is the Client’s exclusive responsibility to verify compliance with personal data protection regulations.

For this purpose, the LICENSOR informs that the Software and data hosting are performed on “Microsoft Azure”, whose main data center is located in Colorado, United States and in several locations in Europe.

Both parties declare and expressly undertake to submit to, respect and comply with the provisions of Organic Law on Data Protection, 3/2018, of December 5, as well as Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, relating to the protection of natural persons with regard to the processing of personal data and the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

Specifically, both parties undertake to:

1. Use and process the data solely for the purpose of complying with this Contract and always following the instructions received from the client. They expressly agree not to give the data any use other than agreed and, in particular, to refrain from altering them, using them for their own commercial interests, or communicating or allowing access by third parties to them, not even for retention.
2. Maintain maximum confidentiality and secrecy regarding the personal data provided by the client in relation to the development of the purpose of this Contract, undertaking not to disclose such information or data provided to any third party.
3. If expressly requested, return to the client, once the services provided under this Contract have ended, all documents and files containing all or part of the data, regardless of their medium or format, as well as any copy thereof.
4. Restrict access to and use of the data only to those of its employees, agents and collaborators who absolutely need access to and knowledge thereof for the development of the purpose of this Contract.
5. Adopt appropriate security measures for data protection.

14. GENERAL RESPONSIBILITIES OF THE CLIENT

The Client must comply with the following obligations:

• Collaborate with the LICENSOR in a spirit of trust and cooperation, and carry out the recommended operation and maintenance of the Software in accordance with the Licensee’s instructions for each Software Update.
• Designate appropriate personnel to communicate with the LICENSOR in relation to the Services.
• If necessary and/or at the Client’s request for technical/functional reasons for proper operation of the Software, provide access to its facilities to carry out the agreed services, for which the Client gives express consent for better operation of the provided service.

15. TERM OF THE CONTRACT AND TERMINATION

This contract shall be effective from the CLIENT’s acceptance and shall remain active while the CLIENT uses the Software or maintains contracted services, without prejudice to minimum terms or commitments that may be established in the Commercial Proposal. The parties undertake NOT to unilaterally terminate this contract before the first six (6) months have elapsed:

If the client unilaterally terminates the contract before six (6) months from its start, it must pay the total fees for such period, without exception.

After the first six (6) months, the LICENSOR may terminate the contract with one hundred eighty (180) days’ prior notice. The CLIENT may terminate the contract with reliable notice to the LICENSOR of fifteen (15) days, complying with obligations of the current month in which it provided such reliable notice.

Either party may terminate the contract if the other party materially breaches the main obligations derived from the contract or repeatedly breaches secondary obligations. Failure to pay the price for contracted services is considered a material breach by the Client. If the LICENSOR breaches any of its obligations after having been reliably informed of the determination of the breach that motivates it, the CLIENT may terminate or suspend the contract and its payments.

Both parties may terminate this contract, by reliable notice, when any of the following events occurs:

• When, after initiating service provision, the LICENSOR determines that it is not feasible to continue providing any of the services due to force majeure.
• When the Client provides false information to the LICENSOR for contracting services.
• When either party ceases its activity or makes an involuntary assignment of its assets or business for the benefit of creditors.
• When a trustee or receiver is appointed to manage the business affairs of either party.
• When any insolvency proceeding is initiated against either party and is not resolved or dismissed within one hundred twenty (120) days.
• When regular performance of the contract occurs.
• When loss of legal personality and/or bankruptcy of either of the contracting parties occurs, except in cases where the contract cannot be terminated by law or by mutual agreement to maintain its validity.
• When mutual agreement is reached on the exact terms agreed by the parties.

At the end of this contract, for any reason, the Client shall remain responsible for any debt incurred prior to termination of the contract.

16. NOTICES AND COMMUNICATIONS

Notices to the email addresses provided by the parties are considered valid. Likewise, notices with due acknowledgment of receipt by a person with sufficient powers of representation of the parties for such purposes shall be valid.

The Client agrees to use the communication means implemented by the LICENSOR and must refrain from using them to disseminate material unrelated to legitimate use of the Software. The Client must use collective information spaces.

17. PERSONAL DATA PROCESSING AND MARKETING

The client grants voluntary consent for processing of personal data: first name, last name, employer name, job position, as well as written statements or statements expressed verbally for marketing purposes regarding preparation of printed or electronic promotions or marketing materials of Rently Soft LLC, used for marketing and promotion of Rently Soft LLC on its websites (Internet) and internal pages (Intranet), on social networks, as well as in articles and publications, during events, in newsletters and other publications (for example, White Paper or Case Study). Consent may be withdrawn at any time, which does not affect the legality of personal data processing prior to withdrawal of consent reliably informed to the LICENSOR.

18. GENERAL PROVISIONS

The partial nullity of one or more clauses does not affect the validity and effectiveness of the contract. In such case, the null clause shall be deemed not written, without affecting the validity of the contract.

19. NON-COMPETE AND NON-SOLICITATION

19.1 Non-Compete: Since the LICENSEE will have access to strategic information, business methodologies and software logic exclusive to the LICENSOR, the LICENSEE undertakes that, during the term of this contract and for a period of twelve (12) months after its termination, it may not, whether directly or through third parties, related companies or intermediaries:

• Develop, commercialize or distribute software or a technical platform that directly competes with the vehicle rental management functions of RentlySoft.
• Invest in, advise or provide services to competing companies that develop software solutions specific to the vehicle rental sector.

19.2 Non-Solicitation: The LICENSEE undertakes not to recruit, hire or solicit the services of employees, developers or consultants of the LICENSOR during the term of this agreement and up to twelve (12) months after its termination.

19.3 Breach: Breach of this clause entitles the LICENSOR to claim damages, which are initially set in an amount equivalent to the sum of the last twelve (12) invoices issued, without prejudice to any additional legal actions the LICENSOR may exercise.

20. JURISDICTION AND GOVERNING LAW

This contract is governed exclusively by the laws of the State of Delaware, U.S.A., jurisdiction based on the legal domicile established by the LICENSOR in the header of this contract. In case of controversies regarding the interpretation and/or application of the clauses of this contract that cannot be resolved between the Parties through good faith negotiation, and/or for any dispute, controversy or claim of any kind (commercial, technical, contractual or tort/extracontractual) arising in relation to this contract, the Client irrevocably submits to the exclusive jurisdiction of the Ordinary Courts of the city of Newark, Delaware, U.S.A., expressly waiving any other venue or jurisdiction.

Exclusive faculty of the LICENSOR: Notwithstanding the foregoing, the LICENSOR reserves the exclusive right to initiate legal actions against the LICENSEE before the courts of the LICENSEE’s domicile, or before the courts of the place where unpaid invoices were issued (including, but not limited to, the Argentine Republic), in order to pursue collection of debts, performance of obligations or enforcement of injunctive relief. Exercise of this option by the LICENSOR shall not invalidate the LICENSEE’s submission to the jurisdiction of the State of Delaware, U.S.A.

21. ACCEPTANCE BY ADHESION AND OF THE COMMERCIAL PROPOSAL

The LICENSEE declares that the use, access or payment of the Software constitutes its full and unreserved adhesion to these Terms and Conditions.

The Commercial Proposal or Offer issued by the LICENSOR, including functional scope, enabled modules, quantities, prices and specific conditions, shall be deemed expressly accepted by the LICENSEE by any of the following acts, indistinctly:

1. (i) total or partial payment thereof;
2. (ii) access and/or use of the Software;
3. (iii) enablement of the tenant or production environment.

Such Commercial Proposal shall form an integral part of this contract and shall prevail over any public, commercial or general information, including content published on websites, marketing materials or informal communications.

The LICENSOR reserves the right to update these Terms and Conditions. Continued use of the service by the LICENSEE shall constitute acceptance of the new terms then in effect.