Definition and Interpretation

CELLECT ENERGY grants to the Client, for the duration of this Agreement, a free, non-transferable, non-exclusive, revocable license to access to and use the Solution from anywhere in the world, for the Client's internal business needs only. Save as expressly set out in this Agreement, no title, right or license is conveyed or intended to be conveyed to the Client, and this Agreement shall not be construed as granting expressly or impliedly any other rights to or license of any Intellectual Property Rights.

Except as expressly provided above in the present Section or in mandatorily applicable law, Client shall not, and shall use reasonable efforts to ensure that other parties under Client's control do not:

• use the Solution for any use other than for its own internal purposes;

• provide access to the Solution to any other person than authorized Users

• reproduce or distribute, in whole or in part, the Solution;

• modify, translate, reverse engineer, decompile, disassemble the Solution, or otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection mechanisms in the Solution or components thereof, including any such mechanism used to restrict or control the functionality of the Solution, or (ii) to derive the source code or the underlying ideas, algorithms, structure or organization from the Solution or any components thereof.

• alter, adapt, modify or translate the Solution in any way for any purpose, including error correction.

• distribute, rent, loan, lease, transfer, use in a service bureau or grant any rights in the Solution or modifications thereof in any form to any person except to the extent expressly permitted under this Agreement or with the prior written consent of CELLECT ENERGY;

• file any patent or other applications for intellectual property protection with respect to the Solution, or any information contained in either of the foregoing; nor

• set up a service in competition with the Solution or CELLECT ENERGY's activities.

CELLECT ENERGY will open the Client's account and set up the Solution within forty (30) working days from the signature of the Order Form. Once the Solution is set up, CELLECT ENERGY will notify the Client by email of the Commencement Date.

If during the term of the Agreement, the Client identifies any issues or defects in the Solution, it shall notify them to CELLECT and CELLECT will use its best efforts to remedy such issues or defects, at no cost. Due to the trial and free nature of the Agreement, no warranty that any issue or defect will be remedied, or remedied within a specific time period, is provided.

CELLECT ENERGY is at its sole discretion and with no liability towards the Client, entitled to take measures that may affect the accessibility of the Solution if such measures are required for technical, maintenance, operational or security reasons. CELLECT ENERGY shall take such measures promptly and try to limit any disturbance. Where possible, CELLECT ENERGY will inform the Client within a reasonable period of time ahead of such a measure and if possible, arrange the planned measures at a time outside of normal working hours.

The Client shall collaborate with CELLECT ENERGY and provide or grant access to any information or elements CELLECT ENERGY may reasonably need for the performance of its obligations hereunder.

The Client shall be solely responsible for procuring to its Users the equipment, the Internet access and software, to generate, visualize and analyze the Client's Data in or through the Solution.

The Client shall use, and warrants that the Users will use the Solution in accordance with the terms and conditions of this Agreement, for the Client's own business needs only. The Client (or a User) shall not sell, resell, license, sublicense, distribute, make available, rent or lease the Solution, or include the Solution in a service bureau or outsourcing offering.

The Client is solely responsible for determining which individuals within or outside its organization will be provided with logins and passwords to access the Solution as authorized User and for revoking such authorization. As such, the Client shall ensure that log-in information and security procedures are accessible only to those authorized Users and shall inform the latter that their login and password are secret, confidential, and shall not be communicated to any Third Party, even if such Third Party is an authorized User. The Client shall inform CELLECT ENERGY of any illicit activity on a User account or of any suspicion thereof and shall promptly take any measures, such as the suspension or deletion of the User’s account concerned. This sentence is without prejudice to any action CELLECT ENERGY may take on its side to protect the security of the Solution and its information systems.

The Client is responsible for the security and integrity of its own electronic devices and of any other equipment made available to its Users for the access to and use of the Solution.

Suspension or Limitation of the Solution. In those cases where the use of the Solution entails harm or risk of harm to CELLECT ENERGY, including where such harm or risk of harm results from a non-compliance by the Client (including its Users) with their obligations under the Agreement, CELLECT ENERGY is entitled to cut off or limit access to the Solution to all or part of the Users. CELLECT ENERGY may in doing so, not take any other action than is justifiable due to the circumstances. The Client will be notified about the limitation of access to the Solution as soon as possible.

The Solution remains the exclusive property of CELLECT ENERGY and all Intellectual Property Rights arising in any modifications, improvements, or enhancements to the Solution shall vest solely in CELLECT ENERGY or its licensors.

CELLECT ENERGY will defend or settle, at its option, any legal proceeding brought against the Client, to the extent that it is based on a claim that the Solution infringes a Third Party’s Intellectual Property Rights. CELLECT ENERGY will indemnify the Client against all damages and costs attributable exclusively to such claim awarded by the court finally determining the case, provided that the Client (i) gives written notice of the claim promptly to CELLECT ENERGY, (ii) gives CELLECT ENERGY sole control of the defense and settlement of the claim, (iii) does not compromise or settle such claim, (iv) provides to CELLECT ENERGY, all available information and assistance and (v) use all reasonable endeavors to mitigate any losses or damages.

CELLECT ENERGY shall have no liability or obligation to the extent that any claim results from: 1) use of the Solution or part of it, in combination with any software, hardware, products or other equipment or materials not supplied by or approved in writing by CELLECT ENERGY 2) use of the Solution which is not compliant with the Agreement or the Documentation.

The Client retains sole ownership of the Client’s Data and shall have the exclusive right to use them. CELLECT ENERGY will not possess or assert any interest in, lien, or other right against or to, any Data. The Client hereby grants to CELLECT ENERGY a non-exclusive, non-transferable, non-assignable and perpetual license, to use the Client’s Data (i) to perform its obligations under this Agreement (ii) to assess, develop and make improvements to the Solution.

In the context of the conclusion of this Agreement and the management of their contractual relationship, the Parties, as data controllers, shall process the personal data of the other Party in compliance with the Data Protection Legislation.

Each Party agrees not to use said Confidential Information for any purpose except as necessary to fulfil its obligations and exercise its rights under this Agreement and shall take all reasonable precautions necessary to safeguard the confidentiality of such information.

Each Party agrees not to use said Confidential Information for any purpose except as necessary to fulfil its obligations and exercise its rights under this Agreement and shall take all reasonable precautions necessary to safeguard the confidentiality of such information.

Neither Party shall disclose Confidential Information of the other to any third party, except with respect to information in the public domain, or information already in their possession without confidentiality obligations, or information required to be disclosed by law, court order or other legal process (provided that notice of such disclosure shall be promptly given to the other Party).

Each Party represents and warrants to the other that it has full power and authority to enter into this Agreement and the Agreement does not breach any current legal or contractual obligation of that party.

The Solution is a testing version and is not at a level of performance of a commercially available product or service offering. It may not operate correctly and may be substantially modified prior to first commercial release, or at CELLECT’s discretion may not be released commercially in the future. CELLECT ENERGY may, without giving prior notice to the Client, modify the Solution, or change the way in which the Solution is provided.

The Solution and all data, information or any other results generated by the Solution are provided “as is” and CELLECT ENERGY makes no other warranties, either express or implied, regarding their merchantability or satisfactory quality, non-infringement or their fitness for any particular purpose.

No oral or written advice or consultation given by CELLECT, its agents or employees will in any way give rise to a warranty.

The entire risk arising out of the use of the Solution remains with the Client.

To the maximum extent permitted by applicable law, the Parties shall not be liable for loss of use, lost profit, cost of cover, loss of data, business interruption, or any indirect, incidental, consequential, punitive, special, or exemplary damages arising out of or related to the service or this Agreement, however caused and regardless of the form of action, or otherwise, even if such parties have been advised of the possibility of such damages.

The total liability of CELLECT ENERGY under the Agreement shall not exceed 500 euros.

Neither Party may bring a legal action arising out of or relating to this Agreement more than one year after the cause of action arose unless otherwise provided by applicable law without the possibility of contractual waiver or limitation.

This Agreement shall come into effect by accepting these Terms by enabling the "accept" checkbox during the order process and shall be valid for a period of one months (30 days) starting with Commencement Date.

The Client may terminate this Agreement at any time with prior notice of thirty (30) days.

Each Party is entitled to terminate the Agreement immediately, upon written notice:

If the other Party fails to honor its obligations under this Agreement and fails to remedy within thirty (30) days of formal notice served by the non-defaulting Party with reference to this section, or

To the extent permitted by law, as a result of the filing or institution of bankruptcy, reorganization, liquidation or receivership proceedings, or other insolvency by the other Party.

Upon the effective date of termination of the Agreement, for whatever reason, the license granted by CELLECT ENERGY under this Agreement shall automatically terminate and the Client’s Data shall cease to be accessible on CELLECT ENERGY’s servers immediately, except as provided by Clause 5.3. The Client’s Data shall be provided upon written request from the Client no later than thirty (30) days after termination date in “csv” format.

Notices. Notice of termination or other communications shall be sent via courier, registered letter, or email to the Parties’ Contract Manager at the numbers/addresses provided by the Parties in the Order Form.

Transfers. This Agreement may not be transferred without the consent of the other Party. Such approval shall not be unreasonably withheld. Notwithstanding the above, CELLECT ENERGY will always retain the right to transfer the Agreement in its entirety without consent of the Client to group companies or in connection with a merger, acquisition, reorganization or sale of assets.

Subcontracting. CELLECT ENERGY may engage sub-contractors for the performance of all or part of its obligations under this Agreement or an Order Form. CELLECT ENERGY shall remain in any event directly responsible and liable to the Client for the actions or omissions of its subcontractors.

Force Majeure. Should CELLECT ENERGY be prevented from fulfilling its obligations pursuant to this Agreement owing to circumstances beyond CELLECT ENERGY's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem other than one involving CELLECT ENERGY's employees, Internet service provider failure or delay or changes in communication or information structure, attack by denial of service or any other form of cyber-attack, such circumstances shall constitute grounds to postpone the performance of its obligations and release CELLECT ENERGY from liability to pay damages and other penalties. If performance of a significant part of CELLECT ENERGY’s obligations is delayed by more than two (2) months as a result of any of the above-stated circumstances, the Client is entitled to terminate the Agreement without payment by either Party of any indemnity whatsoever to the other Party

Severability. If any one or more of the provisions of this Agreement is held to be invalid or unenforceable by any court of competent jurisdiction from which no appeal can be or is taken, the provision shall be considered severed from this Agreement and shall not serve to invalidate any remaining provisions hereof. The Parties shall make a good faith effort to replace any invalid or unenforceable provision with a valid and enforceable one such that the objectives contemplated by the Parties when entering this Agreement may be realized.

Applicable law, disputes. This Agreement is governed by the laws of Spain, excluding conflict of law rules. The courts of Barcelona have exclusive jurisdiction to settle any dispute relating to the existence, validity or termination of this Agreement or arising out of or in connection with this Agreement. The Parties expressly agree that this Section also applies in case of summary procedure, multiple defendants or appeals.

Modifications. CELLECT ENERGY reserves the right at all times to modify the terms of the Agreement, and will inform Client of any modification with a 30-day prior notice.