By clicking the “Accept” button, you (hereinafter the “Client”) declare and agree to be legally bound by the following general terms and conditions (hereinafter the “Agreement”) of the Application license with STRATOS GLOBAL SOLUTIONS, S.L. (hereinafter “Stratos”).

For more information about Stratos, click here. Click here to access the technical characteristics of the aGIS Application and its use.

We also remind you that the aspects related to the protection of personal data related to the scope of this Agreement will be governed in accordance with the Application's Privacy Policy. In this regard, the Client will accept the Application's Privacy Policy by clicking the corresponding button enabled for this purpose.

If the Client does not accept the Agreement and/or the Application's Privacy Policy, they must refrain from using the Application for any purpose.

1. DEFINITIONS

For greater clarity and understanding of this Agreement, we indicate below the definitions that apply to the terms that appear in this Agreement. The definitions and terms in the singular also include the plural, and vice versa.

  • “Agreement”: refers to these General Terms and Conditions of the Application Use License in its current version at all times, as the sole regulatory basis for Stratos' Services to the Client;
  • “Service Level Agreement”: refers to the Service Level Agreement in force at all times.
  • “Stratos”: owner of the Application:
    • Owner: STRATOS GLOBAL SOLUTIONS, S.L.
    • CIF: B72492994
    • Address: Avda. Reino Unido, 11, 1ª Planta, Ofi. 3, 41012 - Sevilla (Spain)
    • Contact: support@stratosgs.com
      info@stratosgs.com
      +34 854 772 406
    • Registry data: Commercial Registry of Commercial Registry of Seville, to volume 7282, folio 45, Section 8, sheet number SE-136203, inscription 1 a.
  • “Application”: The aGIS application whose Intellectual Property rights belong entirely to Stratos.
  • "Account": refers to the credentials of the Client's Stratos account and the corresponding access to the Services specified in this Agreement and contracted by the Client.
  • “Item”: Corresponds to each of the elements of the layers that make up the application.
  • “Purchase Order”: refers to the online registration form where the necessary data is completed to contract the Application and access the Subscription that the Client chooses. In the Purchase Order, the Client will choose the number of End Users they wish to contract and who will use the Application. The Purchase Order will allow the Client to choose the Rate they want within those that are available at the time of their Subscription. The Purchase Order may also refer to any other document that Stratos considers acceptable under this Agreement, issued and accepted by Stratos, in which the Services requested by the Client are specified and that Stratos will provide under the conditions of this Agreement.
  • “Party”: the Client and Stratos may be referred to as the “Parties” and each of them as a “Party”;
  • “Intellectual Property”: means all moral and exploitation copyrights and related rights, patent rights, utility models, trademarks, trade names, domain names, designs, user interface, databases, topographical rights, trade secrets
    and any other intellectual or industrial property right, whether registered or not in each case, including all applications and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;
  • “Project”: Houses an autonomous spatial database that contains a defined set of digitized assets. These assets may include infrastructures, networks and other relevant elements that represent a specific telecommunications network, which may or may not correspond to a specific municipality. Each Project allows the visualization and rendering of these assets in a GIS environment, facilitating the management and analysis of spatial information applied to a specific population or area.
  • “Registration”: Registration of a Client and its End Users in the Application;
  • “Services”: Corresponds to each of the functionalities of the Application contracted by the Client in the Purchase Order and according to the chosen Rate. The Client will use the Services in accordance with the provisions of this Agreement. The Services are identified and detailed in each of the Rates that the Client may contract.
  • “Subscription”: Period established and delimited in the Purchase Order that establishes the duration of this Agreement. The subscription period will always be delimited in time, and it cannot be understood at any time that the license granted under this Agreement acquires any condition of perpetuity. Subscriptions are automatically renewed monthly or annually (depending on the chosen rate, unless cancellation is requested through the subscription panel).
  • “Rate”: Any of the different packages of Services that can be selected by the Client to use the Application within the license terms agreed upon. Each Rate is subject to a payment, includes a series of Services, and is regulated in this Agreement.
  • "End User": accounts hosted by Stratos and determined by the Client according to what is contracted in the Purchase Order so that the Services are used by the Client. The End User may be an Administrator User and/or a Standard User.

2. AGREEMENT BETWEEN STRATOS AND THE CLIENT

2.1 Stratos and the Client will be considered to have entered into this legally binding Agreement when the Client accepts by accepting said Agreement and Conditions of Service in the corresponding button after filling out the Online Purchase Order in which the Services to which they want to subscribe are determined.

2.2 This Agreement constitutes the entire agreement between the Parties and no other condition proposed by the Parties will apply. In case of contradiction between any of the provisions of this Agreement or (to the extent applicable) the provisions of the Purchase Order, the provisions of this Agreement shall prevail.

2.3 Stratos reserves the right to modify this Agreement, indicating in the heading of this document the date of the last modification. Stratos will duly notify the Client of any future modification that may be introduced in the Agreement: if the Client does not agree with any of the updates that may be introduced in the future, they may express it at any time, by contacting the email address indicated in Clause 1 - DEFINITIONS above.

With the use of the Application and with the acceptance of the new versions that are communicated to them through any mechanism made available to the Client, it will be considered that they accept the updates of the Agreement. For this reason, the Client must carefully read the Agreement each time these are updated and communicated to them. This Agreement, in its current version at all times, is the only one applicable to the registration and use of the Application, unless Stratos informs the Client in writing that other additional conditions are applicable to the Application.

2.4 In the event of new versions of this Agreement, or of the Purchase Order, the Client may terminate this Agreement with simple written notification to Stratos, up to 30 calendar days after the new version of the Agreement or the Purchase Order is announced, in case of disagreement with the changes made in said new versions.

2.5 In the event that the Client manifests, within the period indicated in section 2.4., not to be in accordance with the eventual new versions of the Agreement, the Client will lose their status as a Client of the Application and, consequently, access to it, as well as any rights that had been conferred upon them by virtue of this Agreement.

2.6 Stratos will notify the Client, at least 6 months in advance, if it plans to carry out a significant deactivation of its Services. A significant deactivation will be understood as the impossibility for the Client to access all of the contracted Services.

2.7 Stratos may offer additional Services to the Client upon acceptance of the conditions agreed upon to access said Services.

3. CLIENT REGISTRATION

3.1 The Client registration procedure is as follows:

a The Client will generate a Purchase Order through the aGIS Telco Subscription Form to complete the registration process in the Application and the acceptance of this Agreement by selecting the Rate they wish to contract and providing the necessary information;

b The Client will also select the number of additional End Users they wish to contract, as well as additional storage or additional Items, regardless of the chosen Rate.

c Once the previous steps have been completed, the Purchase Order will be generated and processed by Stratos.

d Once the registration process has been carried out by the Client, the Purchase Order has been generated and once this Agreement and the Privacy Policy applicable to the Application have been accepted, their Subscription will have been completed; Stratos will send an email confirming the creation of an account to each of the End Users identified by the Client within what was selected in the aGIS Purchase Order.

e Each End User will receive in said email, a username and a password that must be changed after their first entry into the Application. The new password to be indicated by the End User must contain at least 8 alphanumeric characters and one capital letter.

f Once the previous action has been carried out, the Application can be used.

3.2 The Client confirms that the data provided by themselves and on behalf of the End Users, are accurate, truthful and duly processed in accordance with current regulations on the protection of personal data.

3.3 The Client is responsible for verifying a domain email address or a domain name, with which they will use the Services, in order to use them. If the Client does not have a valid permission to use that Domain Email Address or does not own or control that Domain Name, Stratos will have no obligation to provide the Services to the Client and may delete the Account without prior notice.

4. SCOPE OF THE LICENSE

4.1 The object of this Agreement is the granting of a license to use, of a non-exclusive, non-transferable nature, by Stratos in favor of the Client, for the use of the Application, for the Subscription time indicated in the Purchase Order, and in accordance with the corresponding Service Level Agreement.

4.2 The Client will only have the right to use the Application for those Services and End Users that they have contracted in the Purchase Order and in accordance with the chosen Rate.

4.3 The authorized use of the Application does not include the power to reproduce or transform the Application, introduce improvements, develop updates or any adaptations of the licensed Application, nor the correction of errors, even if said acts are necessary for the use of the same by the Client. The Client may only carry out these actions with the express written consent of Stratos. If the Client needs to access the source code of the Application to carry out transformations necessary for its use, the Client undertakes to request Stratos to carry out said modifications. The Client will not be entitled to access the source code of the application for these purposes without the prior express authorization of Stratos.

4.4 The authorized use of the Application does not include the Client's power to carry out, or commission third parties to carry out, successive versions of the Application.

4.5 Unless Stratos expressly states otherwise, the new Services that Stratos may develop are not included in the scope of the license object of this Agreement. In the event that the Client is interested in improving the Services contracted through the Purchase Order, they may request it from Stratos at any time to the email address indicated in Clause 1 - DEFINITIONS.

4.6 The Client may, at any time during the term of their Subscription, make the following additional modifications of Services in their Subscription:

4.6.1 Modification of the Rate chosen at the time of Subscription. The Client may change Rate to acquire one with more or fewer Services within those offered by Stratos at the time of their Rate change. The change of Rate is subject to the prices indicated in the Rates provided to the client. The decrease to a more economical Rate will take effect on the Client with immediate effect to the change request. When lowering the Rate, those Services not available in the new contracted Rate, will not be accessible to the End Users contracted by the Client. In the case of updating the Rate to its Lite version, all the documentation created or uploaded by the Client and its End Users will only be available in read mode and for the term of the Subscription.

4.6.2 Increase or decrease of the storage space contracted in the Application. The Application is presented in SaaS model, and its use from the license granted by this Agreement, grants the Client a storage space to preserve and exploit the works created in the Application. This storage space is different depending on the Rate chosen by the Client. This storage space can be increased, if the Client requests it.

4.6.3 Increase or decrease of the End Users contracted in the Application. The Application is presented in SaaS model, and its use from the license granted by this Agreement, grants the Client a certain number of End Users so that they can use the Application simultaneously in the contracted Rate. The number of End Users can be expanded or reduced depending on the needs of the Client.

4.6.4 Increase or decrease of the Items contracted in the Application. The Application is presented in SaaS model, and its use from the license granted by this Agreement, grants the Client a certain number of Items with which to work. The number of Items can be expanded or reduced depending on the needs of the Client. According to the contracted Rate, a maximum of Items are allowed for each Project. If these items are reached in any layer in any Project, said Project can only be accessed by the Client in read mode. To continue with the edition of the Project, the Client may increase their Rate to one that includes more Items, or contract an increase of Items. The contracting of supplementary Items will not be paid by the Client until the month following its contracting. In case of cancellation of the Item packages, if it is done in the current month, it will not be reflected in the fee equally until the following month.

4.7 Information on prices for increasing the storage space available in the Application, the increase of Items or the increase of End Users is available in the Customer Portal.

4.8 In the event that the Customer updates to a lower Rate, it is possible that the number of contracted Items may be exceeded as a result of said decrease. In such a case, the Application will be blocked for reaching the number of contracted Items and the Application will become read-only. The Customer is advised to verify their Rate and Projects before proceeding with this update. In any case, the Customer may contract an increase in Items per project in a supplementary manner even if they have reduced the scope of their Rate.

5. OBLIGATIONS AND PROHIBITIONS OF THE CUSTOMER

5.1 The Customer will only access the Application through the web browsers made available to its End Users. Access to the Application is through the following Uniform Resource Locator (URL): [https://agis-eu.stratosgs.com/es/]

5.2 The Customer will ensure that it, and the End Users, comply with this Agreement in its entirety.

5.3 The Customer will ensure that the payments established according to the contracted Rate are made within the terms established in Clause 7 of this Agreement.

5.4 The Customer must not:

a Use reverse engineering techniques or create or recreate the source code of the Application, or decompile, disassemble, access or attempt to access the source code;
b Remove, delete, hide or manipulate any copyright or any other identification or seal, instruction label or notice of proprietary rights of the product printed or stamped, adhered, coded or recorded on any Software or Documentation, nor circumvent the preservation of all copyright notices and other proprietary notices on all copies of the Application made;

c Lease, lend, sell, market, license, sublicense, distribute or otherwise grant to any person or entity any right to use the Application, except to the extent expressly permitted in this Agreement;

d Use the Application to provide, individually or in combination with other products or services, to any person or entity, whether in exchange for a fee or in any other way;

e Modify, adapt, manipulate, translate or create derivative works of the Application;

f Combine or merge any part of the Application with other software or documentation, or use the Application in any other way as part of an Application development initiative (including, without limitation, any routines, scripts, codes or programs) with functional attributes, visual expressions or other functions similar to those of the Application or to compete with Stratos, unless expressly agreed with Stratos;

g Except with the prior written permission of Stratos, publish performance or benchmark tests or analysis related to the Application;
h Use the Application for sending any unsolicited or unauthorized advertising, promotional materials, unwanted emails, chain emails, spam to people or lists of people who have not requested or given their consent in this
regard;

i Give access to third parties outside the Customer's organization as well as access from equipment that is not owned by the Customer or to which the Customer has not expressly authorized its use for professional purposes;

j Carry out any other activity that is not expressly authorized in this Agreement.

5.5 The Customer has exclusive control over all information or content hosted in the Stratos Application, should it occur, being solely responsible for the legality, suitability and accuracy of said content. The Customer guarantees that it is the owner of all Intellectual Property rights over that information and content that is its own.

5.6 The Customer will be solely responsible for ensuring that all information or content hosted in the Stratos Application complies with the legislation and will be responsible for any damage that may occur and for any claim that occurs due to its use in accordance with clause 11 of this Agreement.

6. INTELLECTUAL PROPERTY

6.1 All Intellectual Property rights over the Application, as well as any extension, improvement or modification thereof, are the exclusive property of Stratos, so the Customer will refrain from using or registering in its name any copyright, patents, trademarks or other distinctive signs, and in general any Intellectual Property right of which Stratos is the owner, and are outside the scope of this license, and may not modify, reproduce, distribute or publicly communicate or make the Application available to third parties, except as provided in this Agreement.

6.2 Consequently, the Customer acknowledges that, through this Agreement, it does not acquire any Intellectual Property right, any other type of right over the Application, beyond what is stipulated in the Scope of the license contained in this Agreement and in the Purchase Order. Likewise, this Agreement does not grant the Customer any type of right over the distinctive signs, designs or other rights owned by Stratos.

6.3 Likewise, the Customer undertakes, within the framework of contractual good faith, to inform quickly and effectively of any infringement or well-founded fear of infringement by third parties of the Application, which could affect the legitimate interests of Stratos, of which the Customer may have knowledge.

6.4 The Customer must immediately notify Stratos of any claim from third parties for alleged infringement of Intellectual Property rights and collaborate closely with Stratos providing all the information available in relation to said claim. Said collaboration will allow Stratos to participate actively and directly in the defense of said claim.

6.5 The Customer will retain all Intellectual Property rights of which it is the owner over that information and content that is its own and that it may store through the Application within the framework of its use under this Agreement and the Purchase Order. Therefore, by virtue of this Agreement, the Customer does not transfer to Stratos or any third party the ownership or grant a license or right of use other than that provided for in it, nor of any other type in relation to any information, content or any Intellectual Property right of its ownership.

6.6 The Customer must not remove any identification of the Application or other notes on registered trademark, copyright, confidentiality, ownership or any other type placed on the Application or contained therein.

7. PRICES AND PAYMENTS

7.1 All prices indicated are net and do not include applicable taxes, such as VAT or other similar taxes. Any applicable tax will be added to the total price and will be detailed in the corresponding invoice.

7.2 Payments for services are processed through Stripe, a secure and reliable platform for payment management. By using our services, the user agrees that Stripe processes payments in accordance with its usage policies and terms of service. The user must provide valid and complete payment information to ensure correct payment processing. This includes, but is not limited to, credit/debit card information, cardholder name, expiration date, and security code. The user authorizes Stratos to charge the corresponding amount to the payment method provided.

7.3 The Customer will pay all amounts corresponding to the use of the Services. After making a payment, the user will receive a proof of payment or invoice through the registered email. The invoice will include a breakdown of the service purchased, the price, and any applicable taxes. The Customer will only have access to the Services selected in the Purchase Order and will pay the corresponding amounts for access to them.

7.4 Payments are made at the time of subscription and subsequently on a recurring basis in the selected periodicity (monthly or annual). In the event that a payment cannot be processed, Stratos reserves the right to suspend or cancel access to the services until the payment is successfully completed. In case of non-payment, Stratos reserves the right to temporarily or permanently suspend access to the services until the situation is regularized. Interest or fees for late payment may apply according to Stripe's policies and applicable local laws.

7.5 The billing of the Services will be based on the selection of Services that the Customer makes in the Purchase Order. This without prejudice to another billing system that Stratos may offer to the Customer at its discretion. Stratos may change its offer of billing options, which includes the restriction or cessation of the offer of any billing option in a period of 30 days from the notification in writing to the Customer (including by email).

7.6 Rate updates that are made during the current month will be considered as a cadence/test month and the amount to be billed for the new contracted Rate will not be billed until the following month.

7.7 The user can cancel their subscription at any time through their account in aGIS. The cancellation will be effective at the end of the current billing period, and the user will continue to have access to the services until that date. No refunds will be offered for unused periods within the billing cycle. The Purchase Order and consequently the Agreement, will be automatically renewed for the period initially established by the Customer as long as the cancellation of the services is not requested.

7.8 The additional contracting of Services in the Customer's Subscription such as storage capacity, number of End Users or number of contracted Items will be billed together with the main Rate contracted by the Customer.

7.9 The prices indicated in the Purchase Order and in the Rates do not include taxes. The Customer will pay the taxes that tax the payment of the Services. The detail of the taxes to be paid by the Customer will be identified in each invoice; and/or Purchase Order.

7.10 Stratos reserves the right to change prices at any time, unless expressly agreed otherwise. Stratos will notify the Customer of any price changes at least 30 days in advance.

7.11 Likewise, the Customer agrees that Stratos will have the right to carry out an audit (electronic or otherwise) of the use or access to the Services contracted in the Purchase Order by the Customer or its End Users, in order to verify that said use or access are in accordance with the provisions of this Agreement, Annexes and/or in the Purchase Order. If Stratos determines that the uses or accesses of the Services contracted in the Purchase Order made by the Customer or its End Users are not in accordance with the provisions of this Agreement, Annexes and/or Purchase Order, it must immediately adopt all necessary measures to comply strictly with the stipulations of this Agreement and Annexes that are applicable in terms of the uses or accesses made by the Customer or the End Users, having to pay the sums resulting from said uses or accesses having to adjust their Subscription, as well as the expenses of the audit. In addition to the aforementioned payment rights, Stratos reserves the right to exercise all legal actions recognized in law, whether under this Agreement or any other legal principle.

7.12 All payments made are non-refundable, except in specific cases determined at Stratos' discretion or when required by applicable law. The user is responsible for reviewing the service and subscription details before completing the payment.

8. GUARANTEES

8.1 Stratos declares and guarantees to the Customer that:

a It is the full and exclusive owner of all Intellectual Property Rights over the Application and is fully entitled to license the use of the Application in favor of the Customer.

b Stratos guarantees the correct performance of the object of this Agreement while it remains in force. In particular, the Customer accepts that the Application is supplied “as is”, so Stratos does not guarantee in any case that the functions it contains satisfy the specific needs of the Customer beyond what is established in the user manuals that may be made available to it. The Customer will assume the full cost of all services, repairs and corrections necessary to adapt it to their needs. Any change, adaptation or personalization of the Application will be carried out by Stratos or whoever it designates in accordance with the provisions of this Agreement.

c The Customer guarantees that it complies with all legal and administrative requirements to act as a licensee of the Application.

8.2 Each of the Parties declares that it has full powers and authority to enter into this Agreement; that it will comply with all laws and regulations applicable to the provision or use of the Services, as appropriate.

9. CONFIDENTIALITY AND PROTECTION OF PERSONAL DATA

9.1 The content of this Agreement, the price paid, as well as any information or data about it, with the exception of the existence of the contract itself and the license of the Application in favor of the Customer, will be kept confidential and will not be disclosed by the Parties (“Confidential Information”), except: a) in compliance with a legal obligation or an administrative or judicial order, or (b) to demand or allow compliance with the rights or obligations derived from this Agreement, or for information to the advisors, lawyers, auditors, banks of each party, provided that they undertake to keep it confidential by express agreement or in accordance with their professional standards. (c) to those of its employees who must know the effects of the execution of this Agreement, always requiring that they keep it confidential, (d) to the clients of the Customer who must know the effects of the execution of this Agreement.

9.2 The following information will not be considered Confidential Information and therefore its use will not be subject to the provisions of this contract:

a that is in the public domain on the date of subscription of this Agreement or that after it, has passed into the public domain, provided that said circumstance has not occurred as a result of an infringement by the Customer or Stratos, direct or indirect, of its obligation of confidentiality provided for in the Agreement;

b that can be legitimately obtained from a public registry of any other source without restrictions on its use and without infringing any obligation of confidentiality; or

c that before its dissemination by Stratos, the Customer was already in legitimate possession of it without restrictions on its use, provided that said circumstance can be sufficiently justified.

9.3 Each Party will be responsible for the breach of this Clause, corresponding to the breaching Party the compensation for the damages caused by the disclosure of the Confidential Information.

9.4 The obligation of confidentiality to which this clause refers binds the parties for an indefinite period.

9.5 Each of the Parties is informed that the contact details of its representatives and employees processed under the contract, as well as the others exchanged during the provision of the Services, will be processed by the other Party, in its capacity as Data Controller, in order to allow the development, compliance and control of the agreed Service provision relationship, the basis of the treatment being the fulfillment of the contractual relationship and the data being kept for as long as it is in force, and even after, until the eventual responsibilities derived from it expire.

9.6 Personal data may be communicated by the Parties to: (i) Public Administrations and judicial authorities to comply with the legal and fiscal obligations of the entity; (ii) Accounting audit companies for compliance with the legal obligations of auditing accounts or under the legitimate interest consisting of the correct governance of the Company; (iii) interested third parties and their advisors in the framework of any operation of structural modification of the company or the contribution or transfer of business or branch of business activity under the legitimate interest consisting of the correct governance of the company; and/or (iv) third entities involved in the management of the activities developed, when necessary for the execution of the contract or to comply with your request, and/or suppliers that need to access personal data for the provision of services that the Parties have contracted to said suppliers.

9.7 In the event that the Parties need to contract the services of suppliers located in countries that do not have regulations equivalent to European regulations (“Third Countries”) for the processing of their data, said contracting will be carried out after compliance with all the requirements established by the data protection regulations, and applying the necessary guarantees and safeguards to preserve their privacy. For more information on guarantees in relation to international data transfers, you can contact both Parties, through the electronic addresses indicated below.

9.8 In the event that the execution of this Agreement may give rise to operations or actions that, according to the GDPR and/or any other applicable regulation, are considered processing of personal data, such actions will never constitute a transfer of data, but rather an access to the data by
account of the Data Controller, which in this case will be Stratos, in accordance with Article 28.3 of the aforementioned GDPR. In such case, the Parties will enter into the corresponding agreement for the processing of personal data, which will be linked to this Agreement.

10. FORCE MAJEURE

10.1 Neither Party shall be liable to the other for any loss or damage that may be suffered as a direct or indirect consequence of causes beyond its reasonable control (“fortuitous event”) or that, being foreseeable, are entirely unavoidable (“force majeure events”).

11. LIABILITY

11.1 Stratos is excluded from all liability for damages of any nature that may be due to the fraudulent use, or not, of the Application by the Client and its End Users.

11.2 The Client and its End Users undertake not to introduce, voluntarily or involuntarily, viruses or files of any nature that disrupt the operation of the Application; in which case they would be fully responsible.

11.3 The Client declares that it is perfectly aware of the characteristics and difficulties of the internet, and, in particular, that data and information transmissions on the internet only have technical reliability, since they circulate in heterogeneous networks of diverse technical characteristics and capacities that may disrupt access or make it impossible in some periods. Stratos is not responsible for any disturbance of such nature.

11.4 Due to the complexity of the technological environments, whenever unforeseen situations arise, Stratos reserves the right to temporarily suspend the services related to the Application, for technical reasons, for security reasons or for maintenance. This suspension of the Application services will not grant any right of compensation to the Client. 11.5 In case of breach of any obligation established in this Agreement by the Client, the latter will be liable to Stratos for any damages caused to it by such concept, without any limitations of liability of any nature being applicable.

11.6 Stratos is excluded from any liability for damages of any nature that may be due to the incorrect identity of the Client and its End Users and to the lack of veracity, validity and/or authenticity of the information that the Client provides about itself or about its End Users, with respect to the information provided to reach and sign this Agreement and any other.

12. INDEMNITY

12.1 The Client agrees to indemnify, pay the defense costs and hold Stratos harmless from all liability for any action, claim, demand, cost, expense and damage (including attorneys' fees) arising from any claim relating to the use of the Application by the Client that infringes any copyright, patent, trade secret, trademark or other legal right of any third party with respect to any information, documents and materials provided by the Client to Stratos for the provision of the Services.

12.2 In any case, the Client's indemnification obligations in this Clause will only apply if Stratos complies with the following obligations:

a Notify the Client of the existence of said claim as soon as it becomes aware of it;

b Allow the Client to fully control the defense of said claim and any negotiation of agreement with the claimant; and

c Cooperate with the Client in the defense and in any negotiation, providing the appropriate information, the necessary assistance for said defense or negotiation agreement.

13. TERMINATION

13.1 Both Stratos and the Client may immediately terminate this Agreement:

a By mutual agreement of the Parties.

b The breach by either of the Parties of any of the obligations and prohibitions derived from this Agreement, provided that such breach is not remedied within a maximum period of thirty (30) days after the notification of breach by the other Party.

13.2 The foregoing is understood without prejudice to other causes of suspension or termination of validity of this Agreement, and that are expressly provided for in previous clauses.

13.3 In case of termination for any reason of this Agreement, the obligations related to confidentiality, data protection, liability, guarantee, and respect for intellectual and industrial property rights over the Application object of this Agreement will continue to be in force after said termination.

13.4 In the event of termination, total or partial, of this Agreement, the Client will cease in the use of the Application by it and by its End Users. Likewise, any license of use granted to the Client in accordance with clause 6 of this Agreement will be rescinded.

14. INVALIDITY OF CONTRACTUAL CLAUSES

14.1 In the event that any of the contractual clauses is declared null, ineffective or invalid, said declaration will not affect the remaining clauses of the Agreement, which will remain fully in force. The Parties undertake to replace the clause declared null, invalid or ineffective, with another or others that have equivalent effect and that do not incur in cause of invalidity.

15. ASSIGNMENT, CHANGE OF CONTROL AND SUBCONTRACTING

15.1 This Agreement and the licenses granted under it cannot be assigned, subrogated or transmitted in another way (provided by law or other) by the Client without prior written authorization from Stratos.

15.2 If a party experiences a change of control, in the sense of what is established in art. 42 of the Commercial Code, that is not a restructuring or internal reorganization: a) said party will notify it in writing to the other party before 30 days have elapsed from the change of control; and b) the other party may immediately terminate the Agreement at any time before 30 days have elapsed from the receipt of that written notification.

15.3 Stratos may subcontract the provision of part or all of the Services and may contract third-party providers for the provision thereof.

16. APPLICABLE LAW AND JURISDICTION

16.1 The interpretation and application of the terms and conditions of use of the Application will be governed by Spanish Legislation.

16.2 For any divergence arising from this Agreement, both Parties expressly submit, and with waiver of their own jurisdiction, to the decision of the matter or litigation raised, both parties submit to the Courts and Tribunals of the City of Seville.