
RENTLY GENERAL TERMS AND CONDITIONS “SAAS” MODALITY – SOFTWARE AS A SERVICE
PARTS
(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, acting in its capacity as LICENSOR.
LICENSEE / CUSTOMER: Any individual or legal entity that contracts, accesses, or uses the Rently Software, whether through acceptance of a Commercial Proposal, payment for the service, or actual use of the platform.
PREAMBLE: WHEREAS the LICENSOR is engaged, among other activities, in the commercialization, under the “Software as a Service” (SaaS) model, of usage licenses for the software known as “RentlySoft,” of which it is the exclusive holder of all exploitation, intellectual property, and industrial property rights;
WHEREAS the LICENSEE acknowledges and agrees that this Agreement does not grant any intellectual or industrial property rights over the Software, its developments, source code, architecture, trademarks, methodologies, or associated documentation, all of which remain the exclusive property of the LICENSOR;
These Terms and Conditions constitute a contract of adhesion and are generally applicable to all RENTLY customers.
The CUSTOMER expressly agrees that the specific service conditions (scope, modules, metrics, pricing, and term) shall be defined in the Commercial Proposal, Order Form, or applicable Offer accepted by the CUSTOMER. The scope of the service, available functionalities, contracted modules, quantities, and specific conditions applicable to the LICENSEE shall be exclusively those defined in such Commercial Proposal and in any related appendices, service orders, or supplementary agreements executed in writing between the parties.
Accordingly, the LICENSOR shall grant the LICENSEE the right to use and benefit from the RentlySoft Software for the management of rental vehicles and related activities, as well as the corresponding implementation, support, and development services, all in accordance with the clauses set forth below.
DEFINITIONS
The following terms shall have the meanings set forth below:
“Licensor”: A natural or legal person that grants a license. A licensor owns and/or has the right to grant a license over intellectual property (trademark, patent, software program, copyright, etc.).
“Licensee”: A natural or legal person that obtains a license to use a specific intellectual property right.
“Customer’s Subsidiaries and/or Branches”: All legal entities operating exclusively under the same name as the Customer.
“Software”: Hereinafter referred to as “RentlySoft,” meaning the software product intended to be used by car rental service providers and/or tourism and transportation companies, owned by the LICENSOR.
1. PURPOSE: The agreement between the LICENSOR, provider of the Software, and the LICENSEE, a car rental company, is intended to establish the terms and conditions governing the acquisition, use, and support of the Software provided. It defines the licensing agreement, implementation services, maintenance and updates, as well as the rights and obligations of both parties in order to ensure the proper provision of the Software within the specific context of the car rental industry during the term of the Agreement.
2. LICENSES
2.1 Grant of License
RENTLY grants the CUSTOMER a temporary, non-exclusive, non-transferable, and non-sublicensable license to use the Software, subject to compliance with the economic and contractual obligations set forth in the Contracted Plan.
The license to use the Software shall remain valid for the period during which the Customer duly and timely pays for the contracted service, 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 CUSTOMER, in accordance with the accepted Commercial Proposal.
The license shall automatically terminate in the event of non-payment of the price for the contracted service(s).
The LICENSOR shall not be liable for any loss or alteration of data within the Software. The Customer is responsible for ensuring that the username and password required to access the Software are secure, confidential, and exclusively under its control.
In compliance with international transparency standards and ICANN regulations, the LICENSOR guarantees the accuracy of its registered identity. Likewise, the Customer agrees to provide truthful and updated information for the registration of its access accounts and shall be responsible for any inaccuracies in the information provided.
The Customer is expressly prohibited from:
Attempting unauthorized access or transmitting files that may damage the system.
Attempting to access, without authorization, materials, Software, or resources other than those contracted.
Using the Software in any manner that may impair its functionality or that of other complementary products or services, as well as those of other Customers.
Transmitting or introducing software files that may damage devices or contain offensive material or content that violates applicable regulations.
2.2 Rights of Use
The LICENSOR grants the LICENSEE a right to use (License) 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 vehicles, branches, users, transactions, or other commercial variables agreed upon by the parties.
Such right of use is temporary, non-exclusive, non-transferable, and non-sublicensable, except for use by the Customer’s subsidiaries operating exclusively under the same trade 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, the 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, the number of vehicles, active or available cars, branches, users, transactions, or other commercial variables defined between the parties.
Prior to issuing the invoice, the parties may validate the values corresponding to the invoiced period. In the event of reasonable discrepancies, they shall be reviewed in accordance with the LICENSOR’s system records, which shall be considered the primary reference source.
2.4 License Restrictions
The Customer shall not, directly or through its employees and/or affiliates:
i) reverse engineer, decompile, disassemble, combine, modify, create derivative works from, or translate the Software or any part of the platform;
ii) undertake or permit any activity intended to reproduce the source code of the Software through reverse engineering, disassembly, decompilation, or translation;
iii) use RentlySoft or any part of the Software for any purpose other than supporting the commercial operations of the Customer or its subsidiaries;
iv) remove or obscure any copyright, trademark, or other proprietary notices or legends from any part of RentlySoft.
The LICENSOR does not transfer any copyright or intellectual property rights over RentlySoft or its related documentation. No rights are granted under this Agreement with respect to any trademark or copyright of the LICENSOR appearing in RentlySoft, its related documentation, or in any data and/or information provided or made available by the LICENSOR.
The Source Code is expressly excluded from the scope of the licenses granted under this or any other agreement and remains the exclusive property of the LICENSOR.
Suggestions, improvements, requests, and recommendations submitted by the Customer and/or its users shall not grant any rights over the Software. The LICENSOR reserves the exclusive right, at its sole discretion, to accept, reject, or defer any Customer request for future implementation.
3. PLATFORM CHANGES AND PRODUCT EVOLUTION
The LICENSOR guarantees that RentlySoft is a continuously evolving software product and will remain under ongoing development during the term of the Agreement.The functionalities and features included in the contracted modules shall remain compatible with new versions or evolved platforms of the Software.The purpose of product evolution is to improve the stability, security, performance, compatibility, and operational continuity of the Software. Such evolution shall not, under any circumstances, imply an automatic expansion of the originally contracted functional scope.
New functionalities, technical enhancements, additional tools, or modules not expressly included in the Commercial Proposal or Offer accepted by the Customer shall not be considered part of the Contracted Plan. Their availability shall be subject to commercial communication, the Customer’s express acceptance, and, where applicable, additional contracting.
The so-called “Evolution Period” shall be governed by the provisions set forth in the applicable Commercial Proposal and shall not modify the agreed economic conditions or functional scope, unless expressly agreed in writing by both parties.
4. TRAINING AND DOCUMENTATION
The performance of this Agreement shall also include the provision of any Documentation required or deemed appropriate for the proper use of RentlySoft. The LICENSOR shall keep such documentation updated throughout the term of the Agreement. The LICENSOR shall provide training and instruction (through interactive videos) to the Customer’s employees as necessary for the proper use of the Software. Training shall follow a “train-the-trainer” methodology and shall be delivered via telepresence, teleconference, remote access, or video call. If additional training is required after the initial training, it must be requested by email at info@rentlysoft.com and/or by calling +5491135829237.
5. MULTIPLE USE
The right to simultaneous use of the Software on multiple devices/computers/servers/data centers or within the Customer’s affiliated network is included in the license granted. The right of multiple use shall include major versions, minor versions, and patch sets, as well as all future features and functionalities of RentlySoft installed on the platform following their implementation by the LICENSOR as part of its ongoing evolution. Where applicable, the corresponding usage rights shall be included within the license fees established in the commercial offer. Minor versions and patch sets of RentlySoft, if any, shall be updated in accordance with the applicable RentlySoft terms. Except as otherwise provided in this Section, RentlySoft shall provide the Customer with all Software Updates and Enhancements as part of the fees defined in the commercial agreement.
6. UPDATES AND ENHANCEMENTS
During the term of the Agreement, the Customer shall automatically receive any new versions of the Software made available by the LICENSOR (the “Updates”), strictly limited to the modules and functionalities included in the accepted Commercial Proposal or Order Form, and in no event shall such Updates imply an expansion of the originally contracted functional scope. Updates shall be applied automatically within the scope of the Contracted Plan and shall aim to maintain the operational continuity, compatibility, stability, and security of the Software. Improvements, functional extensions, new modules, additional tools, or functionalities not included in the accepted Commercial Proposal (the “Enhancements”) are not included in the service fees. Their availability shall be subject to the Customer’s express acceptance and, where applicable, to additional contracting in accordance with the Commercial Offer in force at the time of notification.
7. SOFTWARE SECURITY
The LICENSOR warrants that, while the Software is being provided, it shall be free from any “virus,” “Trojan horse,” “time bomb,” “backdoor device,” or any other harmful code (malware) that is designed to damage, disrupt, disable, or otherwise impair the Software or the Customer’s systems, or that would enable unauthorized access to, theft of, or alteration of data, or interfere with the normal operation of the Customer’s systems.
8. DATA HOSTING AND SERVERS (AZURE)
The Software operates in the cloud through Microsoft Azure infrastructure. This means that the Customer may access the Software remotely from any computer with Internet access that meets the required technical specifications. All information uploaded to the Software is the property and responsibility of the Customer. The LICENSOR shall not control, manipulate, or access in any way the information uploaded by the Customer, except as strictly necessary to fulfill its contractual obligations, and shall maintain strict confidentiality at all times. The Customer may generate reports at any time using the information stored in the Software. The LICENSOR shall not be liable for the total or partial, temporary or permanent loss of data or information hosted in the system, except in cases of willful misconduct or gross negligence, or when directly attributable to the LICENSOR. The LICENSOR declares that it uses cloud hosting services provided by Microsoft Azure and transfers the applicable Privacy and Legal terms of such provider to the Customer, who expressly accepts them. Any contingency or event causing damage to the Customer resulting from failures, disruptions, or modifications of services provided by Microsoft Azure shall not be the responsibility of the LICENSOR, as such circumstances are beyond its control and cannot be attributed to it, unless it is determined that the LICENSOR, based on its knowledge and experience, could reasonably have taken actions or omissions to prevent such failure, disruption, or modification. The Software operates on cloud infrastructure provided by leading third-party providers (currently Microsoft Azure). RENTLY reserves the right to change the infrastructure provider, provided that equivalent or higher standards of security, availability, and regulatory compliance are maintained. The Customer is entitled to host users and units up to the maximum limits contracted during the subscription process. The database includes incremental backups performed every five (5) minutes, ensuring enhanced data protection and operational continuity.
For more information, please visit: https://azure.microsoft.com/en-us/explore/security/
9. SUPPORT AND MAINTENANCE
The support conditions, service levels (SLAs), response times, and available channels will be those defined in the current Contracted Plan or Commercial Proposal. Regarding response times, the following schedules apply:

Critical Level: This refers to when the Software is out of service and not functioning.
Major Level: This refers to when the Software is not operating in a way that allows the client to carry out their daily operations.
Minor Level: This refers to errors and corrections that the Software requires for general understanding.
The support and maintenance service involves responding to "incidents" reported by the Client regarding anomalies detected in the use of the Software or a lack of knowledge regarding its use. This does not in any way imply Software customization, consulting, or work necessary to make the Software compatible or interconnected with the Client's own Software or Hardware that differs from what is established in the technical specifications for the correct functioning of the Software.
The Client may only report incidents and request support through "Users" who have completed the training course.
The LICENSOR will classify reported incidents and will have the sole discretion to determine whether reported incidents are compatible or not, and may reject requests.
Incidents will be considered resolved once notification that a permanent or temporary solution has been implemented. Requests for clarification on the use of the Software will not be considered an "incident"; however, the parties may agree on the necessary explanation and training.
Incidents will not be processed if their cause is related to elements outside the Software, such as connectivity issues, networks, operating systems, browsers, or any other malfunction caused by "core software" other than the Software itself, or by "hardware" or "connectivity" issues.
In the event of technical problems, the Client must make all reasonable efforts and/or take the necessary steps 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 provided during the implementation phase.
10. PAYMENT TERMS AND BILLING
10.1 The fees for the contracted services shall be determined in the applicable “Quotation” or Commercial Proposal.
10.2 Payments shall be made monthly in advance, no later than the 5th day of each month, by bank transfer to the account designated by the LICENSOR or through a credit card subscription.
10.3 The LICENSOR shall issue a monthly invoice for the amount due as established in the “Quotation.” Invoices shall be sent electronically to the email address designated by the Customer.
10.4 Invoices shall be issued in accordance with the tax information provided by the Customer, who shall be responsible for keeping such information accurate and up to date.
10.5 Service Suspension: Failure to make payment within the agreed timeframe shall entitle the LICENSOR to suspend access to the Software ten (10) calendar days after the payment due date.
10.6 Data Deletion: Sixty (60) calendar days after the unpaid due date, the LICENSOR may irreversibly delete all information stored in the Software.
10.7 In the event of significant changes in the prevailing macroeconomic conditions, prices may be adjusted by mutual agreement between the parties.
10.8 For additional products or services not included in or contemplated by the Commercial Proposal, the corresponding invoice shall be issued in accordance with the terms agreed upon by the parties.
10.9 All amounts and fees stated in this Agreement are based on EUR or USD, depending on the Customer’s region. All amounts are non-cancellable and non-refundable.
10.10 No Refund Policy: All payments are non-cancellable and non-refundable. Due to the digital nature of the service, once the Software or services have been delivered, no refunds shall be provided except in exceptional circumstances, at RENTLY’s sole discretion.
Exceptions for Refund Consideration:
Product Defects: If the Software is found to have defects or does not function properly, RENTLY will diligently work to resolve the issue. If a satisfactory solution cannot be provided within a reasonable period of time, a refund may be considered.
Unauthorized Charges: If you believe an unauthorized charge has been made to your account, you must immediately contact Customer Support for investigation. If 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 shall be provided for unused portions of prepaid subscription fees.
Refund Requests: To request a refund under the exceptional circumstances described above, please contact Customer Support at:
info@rentlysoft.com
Refund requests must be submitted within ten (10) days from the date of purchase to be considered.
Refunds, when applicable, shall apply only to monthly subscription services. Annual subscriptions or subscription cycles longer than one month are strictly non-refundable under any circumstances.
11. RETURN OF INFORMATION
Upon request of the disclosing party, the receiving party shall return or destroy all copies, originals, extracts, and derivative materials containing Confidential Information received, and shall provide written confirmation in the event of destruction, if so elected by the disclosing party.
12. CONFIDENTIALITY
All information received under this Agreement shall be considered confidential in nature. Any information received or accessed by either party as a result of the relationship arising from this Agreement shall constitute “Confidential Information.” Confidential Information shall not be disclosed, published, disseminated, or used in any manner by the receiving party without the express authorization of the disclosing party. The receiving party shall protect the disclosing party’s Confidential Information with the same degree of care and confidentiality it uses to protect its own confidential information, and in no event with less than reasonable care. These Terms and Conditions shall not impose any obligation with respect to Confidential Information that the receiving party can demonstrate, through sufficient legal evidence, that: a) It was lawfully in its possession or knowledge prior to disclosure and not subject to confidentiality obligations; b) It was publicly available without breach of this Agreement; c) It was lawfully obtained from a third party with the right to disclose it and without confidentiality obligations; d) It was independently developed without access to the Confidential Information; or e) Its disclosure is required by applicable law, provided that the receiving party gives prior notice to the disclosing party (where legally permitted) and makes reasonable efforts to limit such disclosure. The receiving party shall not acquire any ownership rights or interests in the Confidential Information of the disclosing party under this Agreement. Personal data obtained by either party for the execution of this Agreement shall be used solely for the purpose of fulfilling the Agreement and shall not be transferred or disclosed to third parties under any circumstances. All personal data accessed or processed must be handled with strict confidentiality and professional secrecy. The LICENSOR undertakes, on an indefinite basis, to maintain strict confidentiality regarding all information belonging to the Client to which it gains access as a result of this Agreement. Without the Client’s prior written consent, the LICENSOR shall refrain from reproducing, using, storing, modifying, or otherwise processing such information for purposes other than the strict performance of this Agreement. Under no circumstances shall third parties access Client data accessed by the LICENSOR without the Client’s express authorization. Upon termination of the Agreement, each party shall permanently and irreversibly destroy the information or personal data obtained from the other party during the term of the Agreement. Each party shall be solely responsible for safeguarding its own data. Tenant Data Retention Policy: The LICENSOR retains basic tenant data for a period of ninety (90) days following termination of the service, in accordance with Microsoft Azure data retention best practices. 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. In line with these practices, the LICENSOR has adopted a 90-day retention policy for basic tenant data in order to: Facilitate account recovery in cases of accidental termination or reactivation requests; Comply with legal or contractual obligations requiring limited post-termination data retention; Ensure internal auditability and traceability of the client relationship in accordance with Azure data governance principles. After the 90-day retention period, the LICENSOR performs a complete and secure deletion of the data in compliance with the privacy and data protection policies implemented within its Azure-based infrastructure. Force Majeure: Neither party shall be liable to the other or to third parties for damages or losses arising from delay or failure to perform its legal or contractual obligations if such delay or failure results from unforeseen circumstances, or from circumstances that, although foreseeable, were unavoidable and beyond the party’s reasonable control. No compensation shall be owed in cases of force majeure.
13. PERSONAL DATA
Both parties agree to comply with Spanish Organic Law 3/2018 and Regulation (EU) 2016/679 (GDPR). The LICENSOR shall process personal data strictly in accordance with the Client’s instructions, ensuring the highest level of confidentiality and implementing appropriate technical and organizational security measures. It is expressly acknowledged that the LICENSOR may, in the course of providing the Services, host personal data for which the Client acts as data controller or data processor. The Client shall bear sole responsibility for ensuring compliance with applicable personal data protection regulations. For this purpose, the LICENSOR informs the Client that the Software and related data hosting services are provided through Microsoft Azure, whose primary data centers are located in Colorado, United States, and in various locations within Europe. Both parties expressly declare and undertake to comply with the provisions of Spanish Organic Law 3/2018 of December 5 and Regulation (EU) 2016/679 of the European Parliament and of the Council of April 27, 2016 (General Data Protection Regulation – GDPR), concerning the protection of natural persons with regard to the processing of personal data and the free movement of such data. Specifically, both parties undertake to: (I) Process personal data solely for the purpose of fulfilling this Agreement and strictly in accordance with the Client’s instructions. The parties expressly agree not to use the data for any purpose other than that agreed herein, and in particular to refrain from altering the data, using it for their own commercial interests, or disclosing or granting access to third parties, including for storage purposes. (II) Maintain the strictest confidentiality and professional secrecy regarding any personal data provided by the Client in connection with the performance of this Agreement, and not disclose such data to any third party. (III) Upon express request, return to the Client, once the services under this Agreement have been completed, all documents and files containing all or part of the personal data, regardless of format or medium, including any copies thereof. (IV) Restrict access to and use of the data solely to those employees, agents, or contractors who strictly require such access for the performance of this Agreement. (V) Implement appropriate technical and organizational security measures to protect the personal data.infrastructure. Force Majeure: Neither party shall be liable to the other or to third parties for damages or losses arising from delay or failure to perform its legal or contractual obligations if such delay or failure results from unforeseen circumstances, or from circumstances that, although foreseeable, were unavoidable and beyond the party’s reasonable control. No compensation shall be owed in cases of force majeure.
14. GENERAL RESPONSIBILITIES OF THE CLIENT
The Client shall comply with the following obligations:
- Cooperate with the LICENSOR in a spirit of trust and good faith, and operate and maintain the Software in accordance with the LICENSOR’s instructions for each Software Update.
- Appoint appropriate personnel to liaise with the LICENSOR in relation to the Services.
- When necessary and/or at the Client’s request for technical or functional reasons related to the proper operation of the Software, provide access to its facilities in order to perform the agreed services. The Client expressly consents to such access when required for the proper performance of the Services.
The CLIENT expressly acknowledges and agrees that administrative, operational, or functional access to the environment (tenant), configurations, modules, functionalities, and data hosted within the Software constitutes an inherent and essential condition of the SaaS service delivery model.
Accordingly, during the term of this Agreement, the CLIENT expressly grants the LICENSOR, as well as its employees, officers, contractors, affiliates, or duly authorized third parties, broad and irrevocable authorization to remotely access the CLIENT’s environment whenever necessary, convenient, or reasonably advisable for the proper provision of the Services, including, without limitation:
- Implementation, configuration, and deployment of the Software;
- Provision of support and operational assistance;
- Preventive, corrective, or evolutionary maintenance tasks;
- Developments, updates, or improvements;
- Verification of commercial metrics and usage audits in accordance with the Contracted Plan;
- Contract compliance monitoring and billing validation;
- Security analysis, fraud prevention, or internal investigations;
- Third-party integrations, migrations, or infrastructure changes;
- Compliance with legal or regulatory obligations.
Such access may be carried out through administrative credentials, elevated privilege profiles, or internal platform management mechanisms used by the LICENSOR, without requiring additional case-by-case authorization.
The CLIENT acknowledges that such access forms part of the normal operation of the SaaS service and shall not require prior notice or individualized reporting by the LICENSOR, unless required by applicable law or in the event of a security incident that must be communicated under applicable regulations.
The LICENSOR undertakes that any such access shall be strictly limited to the purposes set forth herein and shall remain subject to the confidentiality and data protection obligations established in these Terms and Conditions.
15. TERM AND TERMINATION
This Agreement shall become effective upon acceptance by the CLIENT and shall remain in force for as long as the CLIENT uses the Software or maintains contracted Services, without prejudice to any minimum terms or commitments that may be established in the applicable Commercial Proposal.
The parties agree not to unilaterally terminate this Agreement during the first six (6) months from its commencement.
- If the CLIENT unilaterally terminates the Agreement before completion of the first six (6) months, the CLIENT shall be obligated to pay the full amount of the fees corresponding to such six-month period, without exception.
- After the first six (6) months, the LICENSOR may terminate the Agreement with one hundred eighty (180) days’ prior written notice. The CLIENT may terminate the Agreement with fifteen (15) days’ prior written notice to the LICENSOR, provided that the CLIENT fulfills all payment obligations corresponding to the month in which such notice is given.
Either party may terminate this Agreement if the other party materially breaches its primary contractual obligations or repeatedly breaches secondary obligations. Failure by the CLIENT to pay the fees for contracted Services shall constitute a material breach.
If the LICENSOR fails to comply with its obligations after having been formally notified of the breach, the CLIENT may terminate or suspend the Agreement and related payments.
Either party may terminate this Agreement upon written notice if any of the following events occur:
- After commencement of the Services, the LICENSOR determines that it is not feasible to continue providing any of the Services due to force majeure.
- The CLIENT provides false information to the LICENSOR in connection with the contracting of Services.
- Either party ceases operations or makes an involuntary assignment of its assets or business for the benefit of creditors.
- A trustee, receiver, or similar authority is appointed to manage the business affairs of either party.
- Insolvency or bankruptcy proceedings are initiated against either party and are not dismissed or resolved within one hundred twenty (120) days.
- The Agreement reaches its natural completion in accordance with its terms.
- Loss of legal personality and/or bankruptcy of either party, except where termination is not permitted by law or by mutual agreement to preserve the Agreement’s validity.
- Mutual written agreement between the parties.
Upon termination of this Agreement for any reason, the CLIENT shall remain responsible for any outstanding debts or obligations incurred prior to the effective date of termination.
16. NOTICES AND COMMUNICATIONS
Notices and communications sent to the email addresses provided by the parties shall be deemed valid and legally effective. Notifications delivered with proper acknowledgment of receipt by a person with sufficient authority to represent the respective party shall also be considered valid. The Client agrees to use the communication channels implemented by the LICENSOR and shall refrain from using such channels to disseminate material unrelated to the legitimate use of the Software. The Client shall use collective information spaces and communication tools responsibly and solely for purposes directly related to the use and operation of the Software.
17. PERSONAL DATA PROCESSING AND MARKETING
The Client voluntarily grants consent for the processing of personal data including first name, last name, employer name, job title, as well as written statements or verbally expressed declarations, for marketing purposes related to the preparation of printed or electronic promotional materials and corporate marketing content of Rently Software LLC. Such data may be used for marketing and promotional purposes by Rently Software LLC on its websites (Internet), internal pages (Intranet), social media platforms, articles and publications, events, newsletters, and other materials (including, but not limited to, White Papers and Case Studies). This consent may be withdrawn at any time. Withdrawal of consent shall not affect the lawfulness of any processing carried out prior to the effective communication of such withdrawal to the LICENSOR.
18. GENERAL PROVISIONS
The partial invalidity or unenforceability of one or more provisions of this Agreement shall not affect the validity or enforceability of the remaining provisions. In such event, the invalid or unenforceable provision shall be deemed severed and treated as if not written, without affecting the validity and enforceability of the remainder of this Agreement.
19. NON-COMPETITION AND NON-SOLICITATION
19.1 Non-Competition
Given that the LICENSEE will have access to strategic information, business methodologies, and proprietary software logic belonging exclusively to the LICENSOR, the LICENSEE agrees that, during the term of this Agreement and for a period of twelve (12) months following its termination, it shall not, whether directly or indirectly, or through third parties, affiliated entities, or intermediaries:
Develop, market, or distribute any software or technical platform that directly competes with the vehicle rental management functionalities of RentlySoft;
Invest in, advise, or provide services to competing companies that develop software solutions specifically for the vehicle rental industry.
19.2 Non-Solicitation
The LICENSEE agrees not to solicit, hire, recruit, or otherwise engage the services of any employees, developers, or consultants of the LICENSOR during the term of this Agreement and for a period of twelve (12) months following its termination.
19.3 Breach
In the event of breach of this clause, the LICENSOR shall be entitled to claim damages. Such damages are initially agreed to be calculated in an amount equivalent to the sum of the last twelve (12) invoices issued under this Agreement, without prejudice to any additional legal actions the LICENSOR may pursue.
20. GOVERNING LAW AND JURISDICTION
This Agreement shall be governed exclusively by and construed in accordance with the laws of the State of Delaware, United States of America, based on the registered legal domicile of the LICENSOR as set forth in the heading of this Agreement.
In the event of any dispute regarding the interpretation and/or application of the provisions of this Agreement that cannot be resolved by the Parties through good faith negotiations, and/or in connection with any dispute, controversy, or claim of any kind (whether commercial, technical, contractual, or non-contractual) arising out of or relating to this Agreement, the Client irrevocably submits to the exclusive jurisdiction of the Ordinary Courts of the City of Newark, Delaware, United States of America, expressly waiving any other jurisdiction or venue to which it may be entitled.
Exclusive Right of the LICENSOR
Notwithstanding the foregoing, the LICENSOR expressly reserves the exclusive right to initiate legal proceedings 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 Republic of Argentina), for the purpose of pursuing debt collection, enforcement of obligations, or seeking interim or precautionary measures.
The exercise of this option by the LICENSOR shall not invalidate or affect the LICENSEE’s submission to the jurisdiction of the State of Delaware, United States of America.
21. ACCEPTANCE BY ADHESION AND COMMERCIAL PROPOSAL
The LICENSEE declares that the use, access, or payment for the Software constitutes its full and unconditional acceptance of these Terms and Conditions.
The Commercial Proposal or Offer issued by the LICENSOR, including the functional scope, enabled modules, quantities, pricing, and specific conditions, shall be expressly deemed accepted by the LICENSEE through any of the following actions, individually or collectively:
(i) full or partial payment thereof;
(ii) access to and/or use of the Software;
(iii) activation of the tenant or production environment.
Such Commercial Proposal shall form an integral part of this Agreement 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 from time to time. Continued use of the service by the LICENSEE after such updates become effective shall constitute acceptance of the revised terms then in force.