1.1 Software as a Service (SaaS)

1.1.1 Description of the Adler Netz programs. The service provision consists of web systems that receive data entered online by the user on the platform. The information is processed, (in certain cases) stored and finally emailed (if required) to the Client and the User of the platform. The term “App” refers to the software (application, website, program) product owned and distributed by Adler Netz, to which Adler Netz grants the Customer access as part of the services, including the App, documentation if required and any program updates provided as part of the services.

1.1.2 Guaranteed Rights. For the duration of the defined term of the Agreement (determined by subscription to our service), Customer shall have a limited, non-exclusive, non-assignable, royalty-free right to use the Services solely for Customer's internal business operations and subject to the terms of the Agreement. Client may permit its users to use the Services for this purpose and Client is responsible for its users' compliance with this Agreement. Customer acknowledges that Adler Netz has no obligation to deliver and will not send copies of the Adler Netz Programs to Customer as part of the Services. The Customer agrees that it does not acquire under the Agreement any license to use the Adler Netz Programs in excess of the scope and/or duration of the Services.

1.2 Discretion of Adler Netz. Adler Netz shall have the right, in its sole and absolute discretion, at any time or from time to time to implement new versions of the Services or additions, features, modifications or enhancements to the Services or any part or component contained therein, or to change the methods by which the Services are provided, all of which may be implemented by Adler Netz from time to time in its sole discretion. Adler Netz shall also have the right, in its sole and absolute discretion, at any time or from time to time to stop the provision of the Services, provided that Adler Netz shall not do so during the period for which the fees for the Services have been paid. Any modification or alteration of any of the services shall not create a presumption, of any kind or nature, that the services were in any way defective prior to such modification or alteration. Adler Netz shall determine, in its sole and absolute discretion, whether, and to what extent, to promote, advertise, market, license and provide the services, and nothing contained herein shall obligate Adler Netz to do so. Customer agrees that it has not relied on the future availability of any services, programs or upgrades by entering into the payment obligations in the Agreement, provided that the foregoing shall not relieve Adler Netz of its obligation to provide the services that Customer has inherited and paid for under the terms of the Agreement.

1.3 Ownership and Restrictions. Customer retains all ownership and intellectual property rights in Customer Data. The term “Customer Data” refers to data provided by Customer or its users that resides in the Customer Services environment. Adler Netz retains all ownership and intellectual property rights in the Adler Netz Services, Programs and databases.

1.3.1 Additional Restrictions. Customer shall not:

1.3.1.1 Remove or modify any program markings or any proprietary rights notices of Adler Netz.

1.3.1.2 Make the programs or materials resulting from the services available to any third party for use in the third party's business operations.

1.3.1.3 Modify, make derivative works, disassemble, compile or reverse engineer any part of the Services (the foregoing prohibition includes but is not limited to the revision of data structures or similar materials produced by the programs), or access or use the Services for the purpose of building or supporting, and/or assisting a third party in building or supporting products or services competitive to Adler Netz.

1.3.1.4 Disclose the results of any benchmarking service or program without the prior written consent of Adler Netz.Disclose the results of any benchmarking service or program without the prior written consent of Adler Netz.

1.3.1.5 License, sell, rent, lease, transfer, assign, distribute, display, host, subcontract, disclose, permit time-sharing or service bureau use, or commercially exploit or make available the Services, Adler Netz Programs or materials to any third party, except as expressly permitted by the terms of the Agreement.

1.4 Request for Upgrade, Customization, Other. Adler Netz is under no obligation to perform upgrades, customizations or any other requests on behalf of the Customer.

2.1 Software as a Service (SaaS) Fee. Customer agrees to pay Adler Netz for use/access to Adler Netz Services and Standard Version of Adler Netz Software, a predetermined monthly fee based on the monthly subscription selected by Customer.

2.2 Fees. Client agrees to pay for all Services as set forth herein without compensation. All fees due under the Agreement are non-cancellable and sums paid are non-refundable (unless explicitly clarified).

2.3 New Feature, Customization, Other request. Customer agrees to pay for any additional feature, customization or any other request, not included by default in the Standard Version of the Adler Netz Programs and Services. The value basis may change at any time and without prior notice to the Customer. The final value on a request will be issued in quotation format, considering the technical complexity to carry out the work, always awaiting the Client's confirmation to proceed. If there is no explicit agreement between the parties, a payment of fifty percent (50%) of the total value of the estimate issued will be requested as confirmation to carry out the work.

2.4 Payment Method. The Customer shall pay for the services only using the means of payment enabled and provided by Adler Netz:

2.4.1 Payment Button. For payment of services that are not subject to monthly subscriptions, links or payment buttons are made available to the Customer in a timely manner, only via email or embedded directly within the App or website. No other means such as Whatsapp, Telegram, iMessage or other are used.

2.4.2 Monthly Subscription. For payment of services linked to monthly subscriptions the Customer may choose to subscribe to any monthly plan (one or more) available at the time of using the service, selectable from the App or website itself. The value of a monthly subscription plan varies according to features and functions available to the Customer and its users within an App or website.

2.4.3 Payment Processing. Adler Netz uses Stripe as a payment processing provider. The information requested and entered by the Customer during the payment process is not stored by Adler Netz in any way. The Customer agrees to enter in the payment forms his/her legitimate and real information, using a payment method of which he/she is the owner. Adler Netz is not responsible for any misuse of the payment platform by the Customer and/or its users.

2.4.4 Acceptance of Policies. By using the Stripe payment platform through the services provided by Adler Netz the Customer accepts the privacy policies (https://stripe.com/es/privacy) and terms and conditions (https://stripe.com/legal/ssa) of such platform.

2.4.5 Exchange Currency. Budget, subscription or payment button values are always expressed in US dollars (USD).

2.5 Service Request. To start any development of Programs, Apps, websites or any other Software that involves the dedication of the Adler Netz work team, the Client must pay fifty percent (50%) of the value of a quotation issued as confirmation. Once the impact of the payment is confirmed, we will proceed with the execution of the Client's request.

3.1 Term. As of the date of contracting and/or use of our services, this Agreement becomes effective for the Customer, and may be renewed by placing a new purchase order (subscription renewal) for the time specified in the new purchase order. The services provided under this Agreement shall be provided for the term of this Agreement. At the end of the term and any renewal, all rights to access or use the Services, including the Adler Netz Programs, will terminate.

3.2 Termination. Either party may terminate this Agreement upon the scheduled expiration of the then current term by giving written notice at least thirty (30) days prior to the expiration date.

3.3 Termination for Failure to Correct a Default. If Adler Netz or Customer breaches a material term of the Agreement and fails to cure the breach within 30 days of written specification of the breach, the breaching party is in default and the non-breaching party may terminate the Agreement. If Adler Netz terminates the Agreement as specified in the preceding sentence, Customer shall pay within 30 days all amounts that have accrued prior to such termination. The non-defaulting party may agree, at its sole discretion, to extend the 30-day period so long as the defaulting party continues to use reasonable efforts to cure the default. Customer agrees that if Customer breaches the Agreement, Customer may not use the Services. In addition, Adler Netz may immediately suspend the Customer's subscription.

3.4 Access to Customer Data. At Customer's request, and for a period of up to 60 days after termination of this Agreement, Adler Netz may, at Adler Netz's sole discretion, allow Customer to access the Services only to the extent necessary for Customer to retrieve a file containing Customer Data at that time, in the Services environment. Customer agrees and acknowledges that Adler Netz has no obligation to retain Customer Data and that Customer Data may be irretrievably deleted after 60 days following termination of the Agreement.

4.1 Warranty. Adler Netz warrants that the Services will perform in all material respects in accordance with the following Services policies:

- Adler Netz offers free online support with this Agreement during business hours from 9:00 a.m. to 6:00 p.m. GMT -3 Monday through Friday. However, it is understood that technical problems may arise. In such cases, Adler Netz undertakes to restore Customer's access to the Services as soon as possible.

- Adler Netz has to perform maintenance work on its servers from time to time. Maintenance will be performed after business hours, between the hours of 12:00 a.m. and 8:00 a.m. GMT -3. If additional downtime is required, Customer will be notified by email indicating the maintenance downtime.

4.2 Disclaimer of Liability. The above warranty is exclusive and there are no other warranties expressed or implied by Adler Netz. This includes hardware, operating system, network or environmental failures. Adler Netz does not warrant that the Services will be provided error-free or uninterrupted. Customer acknowledges that Adler Netz does not control the transfer of data over the Internet and that the Services may be subject to limitations, delays or other problems. Adler Netz is not liable for any such problems, failures or other damages arising therefrom.

4.3 Exclusive Indemnity for Failure. In the event of a breach of the foregoing warranty, Adler Netz shall remit to Customer a free service credit calculated at ten percent (10%) of the net monthly fees for the Services applicable for the period in which the breach occurred.

4.4 Force Majeure. Neither party shall be liable for failures or delays in the provision of the services if caused by: sabotage, power, Internet or telecommunications interruption not caused by the obligated party, governmental restrictions, other event beyond the reasonable control of the obligated party. Each party shall use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than 30 days, either party may cancel the services not rendered upon written notice. The foregoing shall not relieve either party of the obligation to take reasonable steps to follow its normal disaster recovery procedures or Customer's obligation to pay for services.

5.1 Confidential Data. Under the Agreement, the parties may have access to information that is confidential to each of them (“Confidential Data”). Each party agrees to disclose only such information as is necessary for the provision of services related to Client's internal business.

5.2 Customer Data. We protect the confidentiality of Customer Data residing in the Services environment in accordance with the following Adler Netz Data Security Practices:

5.2.1 Any request received on the server via HTTP is automatically redirected to HTTPS, first by our DNS service and then by our web server. In this way we ensure SSL encryption of all sending and receiving traffic between the user's host and the server.

5.2.2 The server is protected by firewall, only the necessary ports are allowed to guarantee the correct provision of Services and operation of the Adler Netz Programs, providing remote access to the App by the Client and its users.

5.2.3 The information that is temporarily stored in the user's local web browser session during the use of the platform is always stored encrypted.

5.2.4 Some sensitive data provided by the user of the platform is stored securely encrypted in the database.

5.2.5 Passwords are always encrypted before they are stored in the database. Even Adler Netz does not have the ability to read or decrypt user passwords.

5.2.6 In case of integration with third party systems, either locally or remotely (API), the access credentials to the databases of other systems are not stored in the Adler Netz databases.

5.3 Customer's Responsibilities and Physical Access to the Data Center. In some cases, Adler Netz may not have physical access to the server (or have limited digital access permissions), when Adler Netz services and programs run directly on the Customer's servers (hosting). The Customer acknowledges that it is the Customer's responsibility to maintain the hardware and ensure optimal operating conditions. Adler Netz CANNOT guarantee data integrity in such cases, as Adler Netz has no possibility to manage or operate the hardware to prevent data loss in case of critical failures of the storage media.

5.4 Changes to the Adlernetz Data Security Policy. Adler Netz's data security policies are subject to change at any time in order to improve data protection, without obligation to inform the Customer.

Adler Netz may collect statistical information relating to problems, Customer and/or User usage and performance of the Services. Such information does not incorporate the identification of Customer's Confidential Information nor does it include Customer's company name. Adler Netz retains all intellectual property rights in such information.

Customer may not assign this Agreement, give or transfer the Services or an interest therein to another person or entity, or delegate the obligations under the terms of this Agreement without the prior written consent of Adler Netz.

Adler Netz may audit Customer's use of the Services. Client agrees to cooperate with Adler Netz's audit and to provide reasonable assistance and access to information. The entire process shall not unreasonably interfere with Customer's normal business operations. The Client agrees that Adler Netz shall not be liable for any of the Client's costs incurred in cooperating with the audit.

Customer agrees that this Agreement is the entire Agreement for the Services, and that the Agreement supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services. If any term of the Agreement is held invalid or unenforceable, the remaining provisions shall remain in effect and such term shall be replaced by a term consistent with the purpose and intent of the Agreement. It is expressly agreed that the terms of the Agreement shall supersede the terms of any purchase order or other non-Adler Netz document and that no term contained in any such purchase order or other non-Adler Netz document shall apply to the Services. The Agreement may not be modified and the rights and restrictions may not be altered or waived except in a writing signed by authorized representatives of Customer and Adler Netz..