May 2018

R2 Docuo is a file hosting, document management and workflow process service provided in “software as a service” mode by R2 Sistemas Informáticos, S.L. (“R2 Sistemas“), a Spanish-domiciled company, with registered office at San José Artesano 1, 28108, Alcobendas, Madrid, registered in the Commercial Register of Madrid at volume 15594, page 35, sheet number M-252513, with Tax Identification Number ESB82711078.

1. OBJECT AND ACCEPTANCE OF THE CONDITIONS

These terms and conditions (the “Conditions“) govern the purchase and management by the user (hereinafter the “User ” or “you“) of the licences to use the R2 Docuo service (the “Service“) through the website https://www.r2docuo.com (the ” R2 Docuo Website“), as well as the use of the Service. Access to and usage of the Service may be performed through any of the following means (the “Means of Access“): (1) the desktop application for Microsoft Windows® operating systems[1] (the “Desktop Application“), (2) the website https://portal.r2docuo.com (the “Web Portal“), (3) the R2 Docuo API (the ” API“); or (4) any other means established at any time by R2 Sistemas.

By accessing the R2 Docuo Website, by using the Service or, as applicable, by clicking on “Accept”, you declare that you have read and accepted these Conditions in full. If you do not agree with these Conditions or with any part or clause hereof, you must immediately refrain from accessing and using the R2 Docuo Website or the Service. Access to and usage of the R2 Docuo Website and the Service by the User is subject to the acceptance thereby, without any reservation, of these Conditions.

Unless otherwise provided in these Conditions, R2 Sistemas may amend them at any time, with a prior notice to the User at the registered email account, one (1) month in advance to the entry into force of the amendment. The date indicated at the beginning of the Conditions corresponds to the latest update of these Conditions. If you do not agree with the new Conditions, or any part or clause thereof, you may refrain from accessing and using the R2 Docuo Website and the Service. If you continue using the R2 Docuo Website and the Service once the new version of the Conditions has entered into force, it will be deemed that you have read and accepted them without any reservation.

These Conditions do not modify any specific agreement between the User and R2 Sistemas with regard to any other products or services that R2 Sistemas might offer. Said specific agreement will continue to apply to the supply of the corresponding products or services, and none of these Conditions will imply any modification thereto.

Regarding the collection and use of personal data, the R2 Sistemas Privacy Policy will apply.

2. CAPACITY TO ACCEPT THE CONDITIONS

The Service is intended for legal entities or natural persons aged over 18 years.

If you are a natural person, by accepting these Conditions, you declare that you are more than 18 years of age and that you are fully capable to assume and fulfil the terms of these Conditions. If you are under 18 years of age, please do not access or use the Service.

If you have registered and are using the Service on behalf of a company or entity, you declare that you are duly authorised and legitimated to (i) represent and act on behalf of the company or entity, (ii) accept these Conditions and manage the Account (as this term is defined below) on behalf of that company or entity, and (iii) abide the company or entity by these Conditions. In this case, for the purposes of these Conditions “you” or “the User” will be deemed to be the company or entity in question.

3. USE OF THE SERVICE

The User is authorised only to access and use the Service in accordance with these Conditions. You undertake to use the Service in good faith and not to use it negligently, for fraudulent purposes or in an unlawful manner. Likewise, you undertake not to perform any conduct or action that would or could harm the image, the interests and/or the rights of R2 Sistemas, other users or third parties.

The User shall be responsible of ensuring prior to using the Service that its features fulfil the User’s needs and that has all settings, equipment and software required for such purpose, bearing the necessary costs for usage of the Service.

The rights granted to the User under these Conditions are personal and shall not be assigned to third parties (including subsidiaries, affiliates, entities of the same group of companies or entities associated in any other way), totally or partially, by any mean, without the prior, express and written authorization from R2 Sistemas.

The commercialization, reselling or any similar use of the Service is not authorised in any regard, and shall entail the immediate termination of the Service.

Notwithstanding the foregoing, the User will be authorised to provide access to the Service to its clients, collaborators or third parties (either as Licensed Users or Collaborators -as these terms are defined below- and in accordance with these Conditions), as a value-added service in its commercial relationship with such clients, collaborators or third parties, free of charge or remunerated. In such cases the User is the sole responsible for the contractual relationship with such clients, collaborators or third parties, and the compliance by them of these Conditions. R2 Sistemas shall not have any kind of obligation or responsibility towards such clients, collaborators or third parties.

By using the Service the User will store, edit, sign with a digital certificate and share files and metadata in the Repositories (as this term is defined below). The User is the sole and exclusive responsible of the aforementioned files and of its conduct, the content of the files or the communications using the Service.

4. REGISTRATION

In order to use the Service, the User must register on the R2 Docuo Website and create and activate a user account (the “Account“). To such extent, the User shall provide the registration information required on the R2 Docuo Website at any moment. The User shall provide a valid email address at which the User will receive any notification related to the Service. Once provided the registration information by the User, R2 Sistemas will send automatically to the email account indicated by the User upon registration an email for the validation of the Account. The Account will be created following validation by the User.

The User acknowledges that the information provided upon registration is true, complete and up to date. The User shall be the sole responsible for maintaining such information updated. The User shall not impersonate any other person upon registration.

If the information provided by the User upon registration is, or R2 Sistemas has reasons to suspect that the information is, false, incomplete or not updated, R2 Sistemas may suspend or cancel the Account, the use of the Service and/or the Repositories (as this term is defined below) of the User.

The User must safeguard its password, treat it as confidential and not disclose it to other persons. In addition, the User shall not publish, distribute or disclose the password. The User shall never allow other users or third parties to use its Account, nor use the account of other user. The User shall immediately inform R2 Sistemas of any violation or suspected violation of security, or unauthorised use of its Account.

If R2 Sistemas has reasons to believe that the Account is being used by any unauthorised third party, R2 Sistemas may suspend the Account, the use of the Service and/or the Repositories of the User.

The User is the sole responsible of the use, configuration, management and administration of the Account and any other use of the Service through the Account or by Licensed Users and Collaborators (as these terms are defined below) attached to the Account, undertaking to indemnify and hold harmless R2 Sistemas of any damages, costs, losses, claims, lawsuits or actions that would or could be incurred by R2 Sistemas as a consequence of or in connection with usage of the Service by the User, Licensed Users and Collaborators.

5. LICENCE FOR USE

In order to access and use the Service, the User must obtain a licence (the “Licence“). Each Licence gives the right to create a Repository. The User shall contract as many Licences as Repositories it wishes to create.

There are three types of License:

Free Trial Licence: This is a free Licence that allows the access and use of the Service by the User for a thirty (30) days period from the date of registration of the Account. Only one Free Trial Licence is provided per Account. After the end of such trial period, the User must contract a Professional Edition Licence to continue enjoying the Service.

Professional Edition: This is a Licence under which the User (including the Licensed Users and Collaborators attached to the Account) will enjoy all the available features of the Service in accordance with these Conditions.

Enterprise: This is a tailored Licence under which the User may agree with R2 Sistemas the provision of the Service with additional features or conditions or under different terms from those set out in these Conditions. The Enterprise Licence may only be the object of a specific agreement between the User and R2 Sistemas, which will prevail over these Conditions, which will apply on a subsidiary basis.

When contracting a Licence, the User shall create a repository to store, edit and manage its files and data (the “Repository“) and shall establish the following parameters (the “Parameters “), which will in turn determine the price of the Licence:

1. Purchased space: This is the quantity of storage space measured in Gigabytes that a Repository will have, with its files, metadata and temporary files. The minimum available space is 10 GB. When the storage capacity of the Repository reaches eighty percent (80%) of the purchased space, an email notification will be sent to the User. When the storage space reaches one hundred percent (100%) of the purchased space, an email notification will be sent to the User and the uploading of new files into the Repository will be blocked until (i) the purchased space is increased, or (ii) space is freed up in the Repository by deleting stored files.

2. Licensed Users: This is the quantity of user accounts with access to a Repository and all functionalities in it (except for those reserved for the User), as for example but not limited to: sharing files, performing file document management, executing with a digital certificate PDF files stored in the Repository, and “workflow” processes. The User may limit the functionalities to which the Licensed Users have access at any time through its Account without additional cost. Each Licensed User shall be identified to access to the Repository with an email account and a unique password. For these purposes, all active, blocked and deactivated user accounts shall count as Licensed Users, until such accounts have been deleted by the User.

3. Collaborators: This is the quantity of collaborator accounts with restricted access to a Repository, that is, the most basic functionalities of the Repository, as for example, but not limited to, loading, downloading, editing and replacing files. The User may limit the functionalities to which the Collaborators have access at any time through its Account, without additional cost. The User may create Collaborator accounts up to 9,999, without additional cost. Each Collaborator shall be identified to access to the Repository with an email account and a unique password. For these purposes, all active, blocked and deactivated collaborator accounts shall count as Collaborators, until such accounts have been deleted by the User.

4. Purchased monthly download: This is the maximum quantity of monthly downloads (download traffic) measured in GB that may be performed with the files stored in a Repository through an Account (including downloads by Licensed Users and Collaborators attached to the Account), without including transfers of queries or listings. This Parameter will be calculated from the 1st day of each calendar month at 00:00 hours up until the last day of each calendar month at 23:59:59 hours (CET/CEST time zone). When the downloads during a calendar month reach eighty percent (80%) of the total purchased downloads, an email notification will be sent to the User. When the download limit permitted (100%) during the calendar month is reached, an email notification will be sent to the User and the downloading of files will be blocked throughout the remainder of the month, unless the purchased monthly download limit is increased.

The User shall be the sole responsible for any use and activity through its Account, including use and activity by Licensed Users and Collaborators attached to the Account, and also in its Repository/Repositories, through any device or location.

R2 Sistemas may suspend or eliminate the Account and its Repository/Repositories if it believes that you, or the Licensed Users or Collaborators attached to the Account, do not comply with the terms set forth in these Conditions.

6. R2 DOCUO SERVICE

All files and data stored, edited and managed in a Repository shall be hosted on servers controlled by R2 Sistemas.

It will be possible to access a Repository through any of the Means of Access. Access to a Repository through the Means of Access will require a broadband Internet connection or higher.

IN ORDER TO ENJOY ALL FEATURES OFFERED BY THE SERVICE, INCLUDING, BUT NOT LIMITED TO: PERFORMING ADVANCED AND CONFIGURATION TASKS, ESTABLISHING PERMISSIONS OR DEFINING WORKFLOWS, THE USER SHALL ACCESS THE REPOSITORY THROUGH THE DESKTOP APPLICATION.

The User shall identify each Repository with a name, and may personalise the Web Portal with any image and colours through the Account. The User will be the sole responsible for those trademarks, images, logos, etc. (the “User Content“) used to identify the Repository and personalise the Web Portal. By uploading such User Content the User authorises R2 Sistemas to use it for the administration of the Repository and for said personalisation. The User shall ensure that it has any relevant authorisations to use the trademarks or names. The User guarantees that it is the holder of the rights required to use the User Content under the terms set forth in this paragraph, and shall indemnify and hold harmless R2 Sistemas against any third-party claim for the use of said User Content, bearing any damages or losses (including legal costs) that could arise from such claim.

The User may remove a Repository through its Account, in which case it will pass to “Eliminated” status. Thirty (30) days after the Repository has passed to “Eliminated“, the Repository (including the files and metadata stored therein) will be definitively removed, without the possibility of recovery. The removed Repository, and the files and metadata stored therein, may be recovered by the User by modifying the status of the Repository prior to expiry of said 30-day period.

If any User has a Free Trial Licence, once the trial period has elapsed (30 days), the Repository will pass to “Trial Ended” status during thirty (30) days, without the User being able to access the files stored therein. After these thirty (30) days in “Trial Ended” status, the Repository (including the files and metadata stored therein) will be definitively removed without possibility of recovery. The User may recover the Repository during the “Trial Ended” period by purchasing a “Professional Edition” or “Enterprise” Licence.

In case the User wishes to use the functionality of executing PDF files stored in the Repository by means of a digital certificate within the Service, such digital certificate (provided that it is compatible with those accepted in the Service at any time) and its password must be uploaded through the Desktop Application, which involves encrypted storage of the password in the Service, with automatic decryption during the signature process. By uploading the digital certificate and the password, the User authorises that the Service incorporates the functionality of digital signature in one-shot, without having to enter its password for each signature. It is the User’s sole responsibility to configure the security of the Service and to state security levels appropriately so that the functionality of the digital signature is only used by authorised Licensed Users. Likewise, it is the User’s sole responsibility to comply with the conditions laid down at any given moment by the relevant certification service provider for the use of the digital certificate through the Service, in particular, and without limitation, those regarding to the confidentiality of the password and the security of the certificate. In case the User wishes to terminate the use of the digital certificate within the Service, both the certificate file and the password shall be removed from the Service. The User guarantees that it is the legitimate owner of the digital certificate, and shall indemnify and hold harmless R2 Sistemas against any third-party claim based on the use of such digital certificate, bearing any damages or losses (including legal costs) that might arise out of such claims.

R2 Sistemas may temporarily suspend the access and use of the Service for the performance of maintenance tasks, including, but not limited to: infrastructure or software versions updating. For the performance of maintenance tasks that would be expected to interrupt or suspend the Service for a period of more than one (1) hour, R2 Sistemas undertakes to notify the User, at least with a three (3) days prior notice . In the event that the maintenance tasks are expected to cause the interruption or suspension of the Service for a period of one (1) hour or less, R2 Sistemas will notify the User as soon as possible, wherever this is feasible.

7. PRICE OF THE LICENCE

In order to use the Service subject of any Professional Edition Licence, the User shall pay a monthly fee calculated by the fare applied to the Parameters of the Repository purchased by the User (the ” Monthly Fee“). The User may check the Monthly Fee applicable to different Parameters on the R2 Docuo Website.

The Monthly Fee covers the use of the software subject of the Service, the hosting and the maintenance service under the terms set forth in these Conditions.

The prices displayed on the R2 Docuo Website for any Licence are expressed in Euros and include, unless otherwise indicated, Value Added Tax (VAT) or any other similar corresponding tax.

The Monthly Fees shall be paid in advance each month, except for the first Monthly Fee of any Licence, which shall be paid when the agreement is concluded and shall be proportional to the remaining days up until the end of the month in progress.

The Licences shall be renewed automatically and successively at the end of each month, unless the User cancels the renewal of a Licence prior to its expiry, in which case such Licence shall be cancelled and the Repository shall become subject to the conditions set forth in Clause 6 for its removal.

The User may modify the Parameters of any Repository through the R2 Docuo Website, which will imply a modification of the corresponding Licence and, where applicable, the Monthly Fee. Prior to acceptance of the Licence modification, the screen will display a summary of the modification and its conditions, and once accepted, the User will receive an email with the new conditions for that Licence and the amount of the Monthly Fee to be paid which, in the case of a reduction, will be dependent on compliance with the requirements indicated below.

If the modification of the Parameters entails an increase of the Monthly Fee, for example an increase in the purchased storage space, the modification shall apply immediately, and the proportional part of the difference in the Monthly Fee for the remainder of the month shall be charged.

If the modification to the Parameters entails a reduction in the Monthly Fee, for example a reduction in the number of user accounts or purchased storage space, the modification shall take effect and shall apply at the beginning of the following month. It is the responsibility of the User to modify the Repository in accordance with the modified Parameters prior to conclusion of the month during which the modification was requested (for example by eliminating surplus users). In the event that, upon expiry of such period, the User has not adjusted the Repository to the modified Parameters (including circumstances where an adjustment has been made but is insufficient), modification shall not be applied, and therefore, the Monthly Fee shall no be reduced. In this case the User shall receive an email informing it of the impossibility of modifying the corresponding Licence.

R2 Sistemas reserves the right to modify the applicable fare to the Service (entailing a modification of the corresponding Monthly Fees), with at least three (3) months prior notice before the date of entry into force of the new fare. Such modification shall be notified to the User by email, and will be deemed as accepted if the User continues using the Service following the entry into force thereof.

8. PAYMENT AND INVOICING

In order to purchase a Professional Edition Licence, the User must follow the instructions on the R2 Docuo Website, which shall entail to provide the details of a credit or debit card with which pay the Monthly Fee and which shall be associated from that moment on to the Account.

If more than one Professional Edition Licence is purchased, the purchase of the second and subsequent Licences will not require providing any new payment means by the User. The mean of payment associated to its Account shall be used.

The R2 Docuo Website shall provide you the corresponding summary, prior to the confirmation of the purchase of a Licence.

Payment of the Monthly Fee will be made through a payment platform (the ” Payment Platform“) managed and operated by the third party company Ingenico Payment Services (“Ingenico“). Use of the Payment Platform will be subject to the terms, conditions and privacy policy of Ingenico, which shall be accepted by the User. The details of the credit or debit card of the User will be stored directly by Ingenico, which will be responsible for the storage and safeguarding thereof. R2 Sistemas shall not have direct access under any circumstances to the credit or debit card details of the User as entered on the Payment Platform. R2 Sistemas is not responsible for the functioning of the Payment Platform.

By pressing “Contract now”, you authorise R2 Sistemas to apply charges through the Payment Platform. For subsequent payments, the Monthly Fees will be charged automatically on the 1st day of each month (CET/CEST time zone), according to the terms set forth in these Conditions, unless the Account does not have any associated payment mean at that moment, or the User has opted to terminate the Service.

The first Monthly Fee of any Licence for any Account shall be paid on a mandatory basis by credit or debit card. For the payment of subsequent Monthly Fees, if the User is a company or professional located within the SEPA area of the European Union, the User may alter the payment form to “SEPA direct debit” through the R2 Docuo Website, by following the instructions indicated there. If this form of payment has been chosen, payment for the Service shall be performed through SEPA Direct Debit B2B charges.

As this is a service, which is executed from the conclusion of the agreement, no right of withdrawal applies, nor do the warranties set forth in the consumer regulations.

Before the payment of the Licence, a screen will confirm the purchasing of that Licence. Once paid, a confirmation of the contract will be sent to your registered email address, furthermore indicating the tools, data and instructions relating to the access and use of the Service.

The corresponding Licence will not be active until payment has been collected or has been authorised by the corresponding financial entity.

Upon each renewal, the corresponding Monthly Fee shall be charged through the payment mean associated to the Account at each time. It is only allowed only one payment mean per Account for all Licences and Repositories associated to the Account.

In the event that there is no payment mean associated to the Account or if for any other reason it is not possible to proceed to charge any Monthly Fee when it is due, the User will be notified by an alert through its Account. The corresponding Repository or Repositories shall pass to ” Unpaid” status.

In the event of non-payment of any Monthly Fee, the Repositories affected will pass to “Unpaid” status. If any Repository is in ” Unpaid” status, the User will be unable to access the files stored in it. Once a period of thirty (30) days has elapsed from any Repository passing to “Unpaid” status, the Repository in question (including the files and metadata stored therein) shall pass to “Eliminated” status. In this status the User will not be able to access the files stored in the Repository. After thirty (30) days from passing to ” Eliminated” status, the Repository (including all files and metadata stored therein) shall be definitively removed, without possibility of recovery. The User may recover any Repository (including the files and metadata stored therein) in “Unpaid” or “Eliminated” status by paying the Monthly Fees corresponding to the period during which the Repository was in “Unpaid” and/or “Eliminated” status, as applicable.

The User may review the status of its payments through the R2 Docuo Website, which will provide storable record of the payments made and the option of downloading invoices in PDF format. One invoice per Licence will be issued. Likewise, the User may set forth through the R2 Docuo Website, the receipt of its invoices by email in PDF format when they are issued.

User may include or modify its invoicing details and also the corresponding tax information through its Account. The VAT rate applicable to the price of the Licence shall be stated, by default, according to the location of the IP address of the User, through a geo-localization system. In case the User wishes to modify the VAT rate because it does not match with its IP address location, the User shall do it through a Support Ticket (as this term is defined below). The User is the sole responsible for the accuracy of the data provided for the calculation of the applicable VAT rate, and the type of invoice to be issued. If the User is an intra-EU operator, validation of its details may be requested in order to apply the correct VAT. The User undertakes to indemnify and hold harmless R2 Sistemas with regard to any damages, costs, losses, claims, lawsuits and actions that R2 Sistemas would or could incur as a result of or in connection with a breach of the undertakings by the User in this paragraph.

9. RESTRICTIONS

In connection with the use of the Service, the R2 Docuo Website or the Means of Access, you may not:

· perform reverse engineering procedures, decompile, decode or hack the technology used by R2 Sistemas to provide the Service;

· impersonate any person or entity, or falsely state or misrepresent its affiliation or association with a person or entity;

· use a digital certificate of a third party, negligently or in breach of the terms and conditions set out by the relevant certification service provider.

· interfere, interrupt or violate the security of the Service, the R2 Docuo Website or the Means of Access, or the servers or networks used by R2 Sistemas to provide the Service or to operate the R2 Sistemas Website or the Means of Access;

· take any action that damages, make unavailable, overload (as determined by R2 Sistemas at its sole discretion) or deteriorate or hamper the normal usage of the Service, the R2 Docuo Website or the Means of Access, affect their security or impede or interfere with them;

· interfere or attempt to interfere in the proper operating of the Service, the R2 Docuo Website or the Means of Access;

· bypass any measure used by R2 Sistemas to prevent or restrict access to the Service (or to other accounts, computer systems or networks associated with the Service), the R2 Docuo Website or the Means of Access;

· access the Service through any program, application or tool other than those provided by R2 Sistemas (excluding those created in accordance with the conditions of the API), or intended for any purpose other than the normal use of the Service, such as malicious attempts to gain control of the Service or to deny the Service, performance tests or comparisons. This restriction applies to the R2 Docuo Website and the Means of Access, and also to any electronic activity whose destination is the R2 Sistemas infrastructures (its servers and public IP addresses), that would be contrary to normal operations in accordance with the terms set forth in these Conditions or would or could unjustifiably damage the interests of R2 Sistemas, without prior, express and written authorisation of R2 Sistemas;

· decipher, decompile, disassemble, perform reverse engineering or attempt to decipher the source code or the ideas or algorithms of any part of the Service, except to the limited extent in which applicable laws specifically prohibit such restriction;

· copy, lease, rent, distribute, download, reproduce, transmit, broadcast, display, sell, license, exploit or otherwise transfer any content of the Service, the R2 Docuo Website or the Means of Access in any manner not intended by the normal operating of the Service, the R2 Docuo Website or the Means of Access, unless expressly authorised by these Conditions; or

· employ the Service to send unauthorised emails that could be classified as spam, virus, malware; or for any other action that violates the applicable regulations or that infringe third-party rights.

10. TERMINATION

The User acknowledges that R2 Sistemas shall be entitled to terminate the Service, and therefore, to cancel the access and use thereof by the User (including access to the R2 Docuo Website or to the Means of Access and to the data stored in their Repositories, including by any Licensed User or Collaborator attached to the Account) if there is a breach, or R2 Sistemas suspects there is a breach of these Conditions, at any time, with or without prior notice, effective immediately.

The User may terminate the Service at any time by following the instructions provided to such extent on the R2 Docuo Website. For such purpose, the User shall cancel its Account, removing firstly all its Repositories. Thirty (30) days after the date of cancellation of the Account, all the User data associated therewith shall be removed from the servers of R2 Sistemas, except for that information that R2 Sistemas may be legally obliged to retain.

The termination of the Service shall imply the termination of the contractual relationship between R2 Sistemas and the User, and shall imply that you will not have access to your Repositories, the files stored therein, nor the Service.

In the event that you have more than one Repository, the removal of one of them shall imply that you will not have access to the removed Repository, nor the files stored therein, but the Service will not terminate, and you will be able to continue accessing the remaining Repositories that remain active. Notwithstanding the foregoing, R2 Sistemas will comply with those preservation obligations which may be legally applicable.

All provisions set out in these Conditions which by their nature should survive the termination of the contractual relationship between the User and R2 Sistemas will remain in force after termination of the contractual relationship, including, without limitation, intellectual property provisions, warranty disclaimers, indemnification and limitations of liability.

11. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights over the Service, the R2 Docuo Website or the Means of Access, the design thereof and the source code, including, without limitation, logos, trademarks, distinctive signs, graphic design or software, belong to and are owned completely and exclusively by R2 Sistemas or its licensors, and are protected by international intellectual property regulations and treaties.

The User is authorised only to access and use the Service, the R2 Docuo Website or the Means of Access as provided by R2 Sistemas and permitted by these Conditions. Except when specifically authorised for this purpose, the User may not reproduce, transform, distribute, make any derivative work, make available, communicate to third parties, extract, reutilize and/or use the Service, the R2 Docuo Website or the Means of Access.

When the Service is contracted, R2 Sistemas grants the User a personal, limited, revocable, non-exclusive and non-transferable licence to use the Service (including the software subject thereof), in accordance with the terms provided in these Conditions.

The User will be the owner of the files stored, edited or managed in its Repositories through the Service. R2 Sistemas shall not have any rights over such files, except the rights required to provide the Service. Consequently, the User grants R2 Sistemas, who accepts, a non-exclusive, free and worldwide licence to access the files stored, edited or managed by the User for the provision of the Service, including, where necessary, the compliance with the applicable regulations, the application of these Conditions, the detection and prevention of fraud and technical or security problems, or the protection of R2 Sistemas, other users or third party rights. The User guarantees that it holds all rights required over the files for its storage, editing and management through the Service and for the granting of the above licence to R2 Sistemas, and shall indemnify and hold harmless R2 Sistemas against any third-party claim based on the use of such files, bearing any damages or losses (including legal costs) that might arise out of such claims.

R2 Sistemas does not allow performing activities through the Service that would infringe intellectual property rights. R2 Sistemas will eliminate any files stored, edited or managed in a Repository if it is served due notice that such file infringes the intellectual property rights of third parties. In this case R2 Sistemas reserves the right to remove any file without prior notification.

12. PROTECTION OF PERSONAL DATA

In case the provision of the Service requires the processing of personal data by R2 Sistemas which are controlled by the User, R2 Sistemas shall act in its capacity as data processor under the terms set forth in Regulation (EU) 2016/679 of The European Parliament and of The Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (GDPR). Access to personal data does not have the consideration neither of a communication or assignment of data, it only implies the access to personal data from the User to provide a service.

The subject-matter, duration of the processing and nature of the processing, are those defined for this Service under these Conditions and the purpose of this data processing is the provision of the Service .

In such cases, R2 Sistemas, pursuant to the GDPR, undertakes:

– To use such data on documented instructions from the User, under the terms set forth in Article 28,3, a), of GDPR. If R2 Sistemas considers that the instructions by the User are incompatible to the data protection regulations, R2 Sistemas will inform the User on this matter.

– To process personal data following security proceedings and criteria established in data protection regulations, in particular, Article 32 of GDPR.

– To assist the User in order to guarantee the accomplishment of the legal obligations stablished in Articles 32 to 36 of GDPR, according to the nature of the processing of data and the information made available to R2 Sistemas.

– To guaranty that the authorized persons for processing data have committed to respect all users confidentiality or are obliged by any statuary rule.

– To inform the User, without delay of any breach of security that might affect its personal data and might be subject of communication under the grounds of Articles 33 and 34 of GDPR, or any other standard.

– To collaborate with the User reasonably in the making of impact evaluations related to data protection and previous consults related to the competent authorities, considering the nature of the data processing and the available information.

– To assist the User considering the nature of the processing of data, by taking technical and organisational measures necessary to ensure when possible that the User will be able to accomplish its obligation to respond to the request of exercising specific rights by interested parties.

– To provide the User with enough information to prove the full performance of all legal obligations under this Clause, following a standard of reasonableness.

– Not to hire any processor that may require access to personal data without previous authorization from the User on writing, however, for hosting/storage service providers, such is hereby subprocess expressly authorised by User.

– To erase all of the personal data that R2 Sistemas might had access and all of the copies regarding this data once the provision of the Service has been accomplished. However, R2 Sistemas may store the data when legally allowed.

The User represents and warrants to R2 Sistemas that it complies and has complied in a timely, complete and precise manner, in relation to the processing of personal data commissioned to R2 Sistemas, with all formal and material obligations derived from the personal data protection regulations, undertaking to indemnify and hold harmless R2 Sistemas regarding any damages, costs, losses, claims, lawsuits and actions that would or could be incurred by R2 Sistemas as a consequence of or in connection with a breach of the above.

13. CONFIDENTIALITY

The files stored in a Repository shall be strictly confidential, and may therefore be used only to provide the Service, and will not be disclosed to third parties other than employees or subcontractors of R2 Sistemas. In general, the employees or subcontractors of R2 Sistemas will not have access to such files. The employees of R2 Sistemas may access the metadata of the files whenever there is a sufficiently justified need, but not the content of the files.

Notwithstanding the foregoing, in those exceptional cases in which the applicable regulations would so require, a given number of R2 Sistemas employees may access the files stored in a Repository.

For provision of the Service there are certain automatic processes, including, but not limited to the replacement of labels and data fields, which access temporarily to the content of the files. These are automatic processes not supervised by human beings.

14. MAINTENANCE

In the event of an incident or problem in accessing or using the Service, the User may request support from R2 Sistemas through the R2 Docuo Website by using the “Support Tickets” system, used to send a message to the online support service of R2 Sistemas. Once the Support Ticket is sent, R2 Sistemas will reply the User as soon as possible, without any committed response time being given.

The support service is available in Spanish and English, and only through the aforementioned system. The support requests presented through any other channel will not be responded. Only the User may use this functionality.

R2 Sistemas may provide updates to the Service and to the software on which it is based at any time, with or without prior notification to the User.

15. R2 DOCUO API

The R2 Docuo API (the “API“) will allow the User to develop applications that will be able to use the Service.

The use of the API by the User will be subject to acceptance and signature by the User of the conditions of use of the API, set out in a specific document that may be requested through a Support Ticket, under the terms set forth in Clause 14.

16. LIABILITY

The User acknowledges and accepts that it uses the Service at all times at its own risk and venture, and that R2 Sistemas is therefore not responsible for any misuse or use of the Service in breach of or for any breach of these Conditions.

If you access the Service, you do so at your own risk and are responsible for the compliance with the laws of your jurisdiction.

THE SERVICE IS PROVIDED “AS IS” OR “AS AVAILABLE”, AT YOUR OWN RISK, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, OR CONDITIONS OF ANY KIND.

R2 SISTEMAS MAKES NO, AND HEREBY DISCLAIMS, ALL WARRANTIES OR REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, QUALITY, SATISFACTION, NON-INFRINGEMENT, LAWFULNESS, ABSENCE OF VIRUSES OR MALICIOUS CODES, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY OF PERFORMANCE OR USE OF TRADE.

To the fullest extent permitted by the applicable regulations, R2 Sistemas does not warrant and disclaims any liability from the availability and continuity of the Service, the R2 Docuo Website or the Means of Access, their reliability, quality, correctness, security, integrity, lawfulness, fitness for a specific purpose or activity, or the loss of the files stored in a Repository. No information, whether verbal or written, obtained from R2 Sistemas or through the Service, the R2 Docuo Website or the Means of Access will create any guarantee not expressly set out in these Conditions.

As a way of example and without limitation, R2 Sistemas shall not be liable for any damages that might result from:

· Use of devices incompatible with the Service, the R2 Docuo Website or the Means of Access.

· Interruptions, bugs, viruses, faults, Trojans horses or the like, technical problems, interferences, omissions, unavailability, power cuts, failures of the telecommunications networks or equipment of the User, Licensed Users or Collaborators which are not R2 Sistemas responsibility.

· Delays or blockages in usage of the Service, the R2 Docuo Website or the Means of Access due to deficiencies or traffic overload on the Internet, in the communication network or the electricity grid.

  • Third parties actions.

· Impossibility of accessing the Service, the R2 Docuo Website or the Means of Access.

· Access or use without authorisation of the servers of R2 Sistemas and/or OF any and all personal information and/or financial information stored thereon.

· Any other event beyond R2 Sistemas direct control

R2 SISTEMAS DOES NOT WARRANT, ENDORSE, GUARANTEE OR ASSUME RESPONSABILITY FOR ANY SERVICE OFFERED BY THIRD PARTIES WITH REGARD TO THE SERVICE, AND R2 SISTEMAS WILL NOT BE PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTIONS BETWEEN YOU AND THIRD-PARTY SERVICES PROVIDERS.

Regarding the User files, R2 Sistemas acts exclusively as a provider of the storage service consisting in allowing the Users to store their files in a Repository through the Service. Liability for the storing of the user files or any other information, data, text, software, sound files, photographs, graphics, videos, news or other materials is subject exclusively to the liability of the User storing the files, except in the specific circumstances provided by the applicable law. R2 Sistemas will NOT be responsible for the files stored in a Repository or the content thereof under any circumstance.

With regards to the signature of PDF files with a digital certificate, R2 Sistemas acts exclusively as a service provider allowing said signature. Liability for the validity, effectiveness, correct use and efficacy of the digital certificate rests exclusively with the relevant certification service provider and the User and may depend, in each case, on applicable regulations. R2 Sistemas shall not be liable for the validity, effectiveness, correct use and efficacy of said signature and does not guarantee any digital certificate.

17. LIMITATION OF LIABILITY

USE OF THE SERVICE, THE R2 DOCUO WEBSITE OR THE MEANS OF ACCESS IS PERFORMED SOLELY AND ENTIRELY AT THE RISK OF THE USER AND R2 SISTEMAS, ITS EXECUTIVES, EMPLOYEES OR AGENTS SHALL NOT BE LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, WHETHER CONTRACTUAL OR NON-CONTRACTUAL, THROUGH TORT OR ON ANY OTHER LEGAL BASIS, SUFFERED BY THE USER BY USING THE SERVICE, THE R2 DOCUO WEBSITE OR THE MEANS OF ACCESS, FOR ANY AMOUNT IN EXCESS OF THIRTY THOUSAND (30,000) EUROS OR THE AMOUNTS PAID BY YOU TO R2 SISTEMAS FOR THE SERVICE DURING THE PREVIOUS TWELVE (12) MONTHS, WHICHEVER IS THE LOWER; WHETHER OR NOT R2 SISTEMAS IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

18. INDEMNITY

You undertake to defend, indemnify and hold harmless R2 Sistemas, its executives, employees, agents, affiliates, parents and subsidiaries against any claim, damages, obligations, losses, liabilities, costs or debts and expenses (including attorneys fees) arising as a result of: (i) your access to and use of the Service, the R2 Docuo Website or the Means of Access; (ii) your violation of any term of these Conditions; (iii) your violation of any third-party right, including, without limitation, any copyright, intellectual property or privacy right; or (iv) any claim for damages caused to a third parties through the use of the Service, the R2 Docuo Website or of the Means of Access. This defence and indemnification obligation will survive these Conditions and your use of the Service, the R2 Docuo Website or the Means of Access. R2 Sistemas reserves the right to assume the exclusive defence and control of any matter subject to indemnification by you, in which case you will be required to assist and cooperate with R2 Sistemas in asserting any available defence.

19. MISCELLANEOUS

In the event that any provision of these Conditions is declared null and void by any competent court, all remaining provisions of these Conditions will remain fully valid. Any provision of these Conditions declared partially null and void will continue to have full effect in the part that has not been declared null and void.

R2 Sistemas shall not be liable for any delay or breach of any obligation set forth in this contract provided that such delay or breach is the result of unforeseeable or foreseeable causes but inevitable, resulting from force majeure, including, without limitation, fire, accident, sequestration, governmental provision, blockade, etc.

These Conditions are available for the User prior to contracting any licence or Service, and may be stored or reproduced on a lasting storage medium. You may print a copy of these Conditions for future consultation.

The Conditions are available in English and Spanish. In case of any contradiction, the Spanish version shall prevail. If the User wishes to acquire a Licence, he only needs to follow the indications posted at any time on the R2 Docuo Website.

R2 Sistemas reserves the right to make modifications in the Service at any time, with or without prior notice, and without any obligation or indemnification against you for modification. Notwithstanding the foregoing, in case of a substantial modification of the Service, you will be notified in the manner set forth in Clause 1 for the modification of the Conditions, with the same terms applying for your acceptance.

The User authorises R2 Sistemas to utilise and reproduce its corporate logo on the R2 Docuo Website, throughout the term of this contractual relationship, for the sole purpose of promoting the Service and publicising the use of the Service by the User. The User may revoke this authorisation at any time during the term of these Conditions by sending a Support Ticket to R2 Sistemas, under the terms set forth in Clause 14.

20. APPLICABLE LAW AND JURISDICTION

These Conditions shall be governed and interpreted in accordance with the laws of the Kingdom of Spain, unless because of the status of the User and the regulations applicable on a mandatory basis, the application of any other regulations would be required.

The User and R2 Sistemas agree to submit to the jurisdiction of Madrid, unless because of the status of the User and the regulations applicable on a mandatory basis, the application of any other jurisdiction would be required.

 


[1] Microsoft Windows is a registered trademark of Microsoft Corporation

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