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©2019 by Vudoir. 

Framework agreement for the provision of SaaS OneDecision

Updated date 01/09/2018.

 

This Agreement regulates the provision of SaaS services of the OneDecision solution ("Contract or" ODFA ") between the Client and VUDOIR HUB, SL (hereinafter," Vudoir ") registered in the Mercantile Registry of Barcelona in Volume 44899, Page 17 , Sheet B470754, inscription 1, with registered office at Prats de Molló 16, second overprint, 08021 Barcelona (Spain) and provided with NIF B-66469693; represented by Alina Franco who acts in her capacity as sole administrator, a position for which she was appointed by virtue of the articles of incorporation.

By clicking on the button indicating its acceptance or when executing a purchase order by signing the Order Form for the services referred to in this Agreement, the Customer accepts the following conditions that govern the use of the SaaS OneDecision service. , including components for mobile or desktop devices, as these are defined in these general conditions. As part of the ODFA, OneDecision will allow you to use a widget in Javascript, a mobile application available in Appstore and Google Play and a desktop, tablet, and mobile web application (all together, the "SaaS or Software"), as well as the encryption, transmission, access and storage of data collected by the aforementioned applications. Your registration or use of the Software implies full acceptance of the terms and conditions of this Agreement, as well as the OneDecision privacy policies included in the Privacy section within http://vudoir.com/vudoir-one-decision. The Service is offered in several editions and packs that can differ significantly in their functionalities. Check our website http://vudoir.com/vudoir-one-decision/ to know the differences between the different editions and packs. The price will be communicated only on the Order Form.

The Contract is an annex to the Order Form signed by the Parties ("Order Form"). This Contract will be effective as of the last of the dates entered at the end of the Order Form (the "Effective Date") and regulates the relationship between the Client and Vudoir in everything that is not specified in the Order Form. Definitions.

 

• "End Users": that is, people who are browsing the Client's website and use the OneDecision widget.

• The "Corporate Users" are the persons authorized by the Client and by Vudoir to access the service through the Corporate Accounts or the Personal Shopper Accounts.

• "Customer Data" means electronic data and information presented by or for the Client. It includes reports, data, evaluations, analyzes or compilations collected by the Client's Vudoir or shared by the Client.

• "Content" means information obtained by VUDOIR from publicly available sources or third party content providers.

• "Third Party Application" means a Web-based connection or software application that is provided by the Client or by a third party and that may interoperate with the services contracted in the Order Form.

• "Vudoir Services" refers to the products and services contracted by the Customer in the Order Form, governed by said Order Form, the ODFA and any other regulation referred to in the ODFA.

• "ODM" refers to the OneDecision Manager. A web access to the management of the widget accessible to the Client from which you can configure the look & feel of the widget, the events under which the widget appears, where you want the widget to appear and if you want it to be only available on desktop or also on mobile . The Client can see from the ODM data related to the Widget as the number of uses of the widget, the conversions, the duration of the sessions that have used the Widget and the devices and operating systems from which the Widget has been used.

• "ODM Account": user and password granted to a Corporate User for a Corporate Account that allows access to the ODM. • "Widget" refers to the SaaS OneDecision solution displayed on the Client's website to help the End Users of this to decide which product to buy thanks to the collaborative feedback of the Vudoir community or third parties and the account comments authorized. The Widget may also be referred to as the OneDecision or the Software.

• "Vudoir Products": refers to any product or service developed by Vudoir, with a B2B or B2C focus that is susceptible to commercialization or sale.

 

1. By this Agreement, Vudoir grants the Client, who accepts, a license to use the Service, non-transferable and non-exclusive, for the territory contracted in the Order Form. The Customer may only use the Service for its own internal business use, subject to the conditions set forth herein. All rights not expressly granted in this Agreement are reserved to Vudoir and its distributors.

2. The provision of the Service will be governed by the provisions of the Order Form, this Agreement and the use of certain specific services of Vudoir by the Client will be governed by the specific policies or guidelines that are presented to the Client when it is registered. or access the services in question, specifically incorporating this Contract at the time of signing the Order Form.

3. The OneDecision allows the Client to offer on its website a second online opinion about what to buy from the End Users through the Vudoir Widget. The configuration and the metrics of the Widget are collected in the ODM so that the Client can modify their configuration and review the metrics, as well as extract reports. The process on which the OneDecision is based allows the second opinion to reach the Client's website without the End User having to leave the website or the shopping experience thanks to the community connected through the Vudoir application.

Vudoir may make reasonable changes to the Services when it deems appropriate. In the event of a substantial change in the Services, Vudoir must notify the Customer in advance.

4. Applications and third-party content. Vudoir is not responsible for the performance of third-party applications and content that are necessary to provide the Service.

5. License granted by the Client. The Client authorizes Vudoir to store, copy, transmit and display the Client's data and the third-party applications established in the ODFA that govern the use of the VUDOIR services. VUDOIR declares and guarantees that it will not give access to Customer Data not added or that are not percentages to other Customers. You may share them when the Client's data is used in an aggregate form for big data / quality data without Client's identification. The Client acknowledges that Vudoir can access its data collected in the ODM for internal training purposes and the improvement of current and future VUDOIR services. The Client unconditionally grants VUDOIR a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license to use the Client's data to compile and analyze the Client's data for its use and incorporation into the current and future ones. future products or services.

6. Vudoir will create a Corporate User for the Client from which the post created by the End Users of its website will be published ("Corporate Account"). This corporate account will be managed by Vudoir. The Client authorizes VUDOIR to create such account in the App and Web App of Vudoir and to maintain it indefinitely with the name and logo existing at each moment of the Client. In this account there will only be the post created from the widget and the comments that users make to that post. This content will not be removed after the completion of the Service. In the event that one of the End Users of the Client's website includes a negative text in the description in Vudoir's opinion, Vudoir will not be responsible for it, although it undertakes to eliminate said post at its own will or within a period of 12 hours. Skilled by the Client's indication, in the latter case, the 12 hours will count from the moment in which the Client notifies via email his request. This post will count as the use of the widget but will be removed from the timeline of the Vudoir App or its webapp.

7. ODM Account: The Customer will receive a username and password that must be used in order to access the ODM. The Client is responsible for maintaining the confidentiality of said password and account, for which it will designate the employees that will be considered Corporate Users and will have authorization to access the account and will limit the scope of said authorization to the fulfillment of the tasks assigned in function of this Contract and for all the activities that are carried out within the framework of the Client's account.

The Customer agrees to notify Vudoir immediately of any use or unauthorized access to the Service, the Client's ODM password or Account or any other type of breach of security. Vudoir can not be held liable or liable for any loss or damage arising from the breach of security obligations by the Client. The Client acknowledges and accepts that Vudoir shall not be liable in any way or under any circumstance for any action or omission on the part of the Client or any Corporate User, including damages of any kind resulting from such actions or omissions. 8. Likewise, Vudoir will approve other corporate accounts of the Client "Personal Shopper Accounts". The maximum number of accounts will be determined on the Order Form. The Corporate Personal Shopper Accounts will be created and managed by the Client but for its activation the notification of the Client to Vudoir will be necessary. The Client shall be solely responsible for the malicious or inappropriate use of said accounts by the persons or entities authorized to use said accounts. The basic rules of use of these accounts are as follows:

  • No negative comments can be made or include bad words.

  • You can not include references to websites or links.

  • Post created from corporate accounts of other Clients can not be commented.

  • The Law applicable at any time can not be infringed through the comments.

  • The language used by the user of the widget must be used or, if unknown, because it can not be known with the description of the post, the language where the Client is in accordance with the Order Form will be used by default.

  • It must be used constructively to help the user to make a purchase decision, closing the options, not opening the options offering more products or other substitutes of the options proposed by the user.

  • You must act with ethics and advise the product that seems best for the Client and not the product that the Client needs to sell more or the most expensive. This risk is minimized thanks to the votes of the independent community of Vudoir but the Client must also commit to this ethical use of the Corporate Accounts.

  • The username of the Corporate Personal Shopper Accounts must clearly identify that the person behind them belongs or collaborates with the Client in order to be transparent with the End Users of the widget. For example: María - [Client] Personal Shopper. The photo may be corporate or your personal photo or avatar.

8. The Service will be available maximum from 8 a.m. to 11 p.m. CET. The Order Form will specify the hours during which the Service for End Users of the Client's website will be available.

Vudoir reserves the right to suspend the Service during the time it deems appropriate for maintenance, although it will try to not coincide with hours or days of peak traffic if the Customer had communicated with 5 working days in advance that said peak of traffic.

If there is an Emergency Security Incident, Vudoir may proceed to automatically suspend the use of the Corporate Account and / or Corporate Personal Shopper Account and / or ODM Account, the widget and / or the Vudoir App. The Suspension will have the minimum duration and scope necessary to avoid or resolve the emergency security incident. If, for any reason, Vudoir suspends a Corporate Account or Corporate Personal Shopper Account or ODM Account or widget or App without prior notice to the Customer, Vudoir will indicate the reason for the Customer Suspension as soon as reasonably possible, if this is required. latest. 9. Payment of the Service. All payments will be made in euros (EUR) unless otherwise indicated on the Order Form. The invoiced amounts must be paid at the beginning of the period in which the Customer receives the Service and with the periodicity agreed on the Order Form. The payment obligations can not be canceled nor can the amounts paid be reimbursed. The Customer is responsible for paying for all the services requested in the Order Form, whether they are in use or not by the Client. The Client will make the payment of the Amounts indicated in the Order Form of the Services by direct debit. Vudoir will issue an invoice as proof of payment for any order. These invoices will be sent to the Customer at the email address indicated on the Order Form. The Client is obliged to provide complete and accurate billing and contact information to Vudoir. This information includes the name of the company, current account number or credit card (if applicable), postal address, email address, NIF name and telephone number of an authorized contact for billing, the identification number of the intra-community added value tax (if applicable) and data of the Administrator. The Customer undertakes to update this information within a period of ten (10) days after any modification. If the contact information you have provided is false or fraudulent, Vudoir reserves the right to cancel access to the Service, as well as to undertake any other legal action it deems appropriate. If the Client considers that his invoice is not correct, he must contact Vudoir or his supplier in writing, within a maximum period of fifteen (15) days from the date of said invoice, in order to receive a rectification or credit. Vudoir reserves the right to suspend or terminate this Agreement and, consequently, access to the Service by the Client if it incurs delays in payments. Accounts with delays in payments are subject to an applicable monthly interest on the outstanding balance of 1.5% or the legal interest of the money approved by the Bank of Spain, whichever is the lowest at any given time, in addition to all expenses necessary for its collection. This interest can not be divided and a single day of delay will involve the application of the total interest. The amounts for the Services contracted during any period of suspension due to non-payment will continue to be charged to the Client. If the Client or Vudoir resolves this Contract, the Customer will have to pay the outstanding balance of his account. The Client accepts that Vudoir may charge the outstanding amounts on his credit card or in his bank account. Vudoir reserves the right to impose a reconnection fee in case the Client has been suspended and subsequently requested access to the Service.

10. Modification of the Service Plan. In the event that the Customer requests an upgrade of their current Services plan through the Order Form, the corresponding amount for said upgrade will be that established in the Order Form and will be prorated proportionally to the total Contract Period. The Customer may not request a downgrade of its Services plan during the Contract Period, being only applicable once completed, whose request must also be made by sending an email to Vudoir with a minimum of thirty (30) business days before from the date of the invoice for the next period.

11. Taxes. The amounts do not include taxes, fees or other similar surcharges of any nature, including without limitation, taxes on the added value, sales, use or withholdings, established by the applicable legislation (collectively, "Taxes"). The Client will be responsible for the payment of all Taxes in accordance with the terms of this Agreement and will not be able to make payments to Vudoir for the Services with tax deductions included.

12. Intellectual Property Rights. Vudoir and its licensors shall retain ownership of all rights, title and interest including, but not limited to, all intellectual and / or industrial property rights (as defined below) related to the Service and the Products of Vudoir, as well as any work or improvement derived from it, including, without limitation, any software, technology, information, content, materials, guidelines and documentation. The Client will not acquire any right, title or content interest, except for the limited use rights expressly established in this Contract. Any right that is not expressly granted in this document will be considered as not granted. VUDOIR also reserves all intellectual and industrial property rights related to the content that is created in the framework of the Contract and that may be derived even after the end of the Contract, without any temporal, geographical or cost limit for Vudoir. The Client undertakes not to use the logo or registered trademark or not of Vudoir with effects other than those regulated here or to use against the interests of Vudoir the trademark Vudoir or the trademark OneDecision, registered or not. The Client may not request on his behalf the registration of the trademarks used by Vudoir in the framework of the Contract. The Client agrees not to carry out or allow others to carry out the following actions: (i) adapt, translate or modify the Software; (ii) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code or objects of the Software, except where applicable laws prohibit such limitations; (iii) copy the Software; (iv) use the Service for activities other than those identified in this Agreement or for websites that are not fashionable or beautiful (v) grant under license, loan, sell, rent or lease the Service or any component thereof. Any third-party source code included in each of the applications of the Service may only be used in conjunction with such application of the Service, whose use shall be subject to the terms and conditions of this Agreement. IT IS FORBIDDEN TO USE, COPY, TRANSFER AND MODIFY THE TECHNOLOGY (INCLUDING THE INTELLECTUAL AND / OR INDUSTRIAL PROPERTY RIGHTS IN THE SAME) OR ANY PART OF THE SAME, EXCEPT IN THE CASES OF USE IN WHICH THIS CONTRACT EXPRESSLY ALLOWS.

13. Feedback. The Client agrees to provide continuous feedback to VUDOIR regarding the services. VUDOIR will have a worldwide, royalty-free, perpetual, and irrevocable license to use and incorporate in the Beta services and its GA version any suggestion, request for improvement, recommendation, correction or other information provided by the Client or user of the Beta version, relating to the operation of the services. The Client agrees to offer a positive testimonial of Vudoir and the services for the commercial material of Vudoir including its website of its logo, brand and success story. The Parties may also publish a press release about their collaboration in relation to the Vudoir Services. The text that is sent to the press must be agreed by both in what affects the other party. The Client also undertakes to communicate to its customers (End Users), in accordance with its criteria, the use of SaaS on the website. With the periodicity indicated on the Order Form, the Client agrees to provide Vudoir with feedback on the improvement rates of the widget on its website, the usability and satisfaction of its End Users. During communications for feedback, Parties may agree during what hours or on what pages the widget is displayed.

14. Ethical and trustworthy manifestation. Vudoir says he does not use bots to vote posts created from the widget or comment on them. Likewise, it states that it does not oblige its users to vote all the posts or to do so with respect to a certain product. Each user is responsible for the content published in the Vudoir application and from the widget. Vudoir will use its best efforts to moderate such content but can not be responsible for it. Vudoir reserves the right to collect votes from other social networks or communities. If this is the case, a reference to the eventual use of other communities will be included in the foot of the widget to feed the posts created from the widget. On the other hand, Vudoir states that, under the Contract with its loyal knowledge and understanding, the widget does not affect the performance of the Client's website.

15. The Order Form establishes, among other information, the success indicators of the free trial period (if applicable) for the Client. The Parties stipulate that in the event that the Pilot's success indicators are met, the Client will contract the OneDecision solution package indicated on the Order Form. The definition of Conversion will be made together with the Client in the Order Form and the Client will insert the tracking code of said conversion in his web in the agreed point. The conversion is considered valid if the tracing event occurs within three months from the creation of the post through the widget. This control is based on the cookies of the End Users.

16. Protection of confidential information and non-competition. The Client undertakes to maintain the confidentiality of the information, processes and strategy shared by VUDOIR with the Client, both during the negotiation of the contract, the validity of this contract and after it has been concluded, unless the

  • information is in the public domain at the time of the revelation;

  • The information would have been published or disclosed to the public domain, due to an act on the part of Vudoir; o

  • The information was previously known by the Client (before initiating the negotiation of the Contract) or had been obtained through other legal channels to which he had agreed prior to the disclosure of the confidential information, without conflict of interests.

  • Be required by a judicial and / or administrative authority to provide this information.

  • The information, processes and strategy shared by VUDOIR will be assumed confidential unless expressly stated otherwise.

  • By way of non-limiting exemplary nature, the Client may not publish or disclose the prices and conditions of the service contracted on the Order Form, may not copy the Vudoir products or give access to third parties to the ODM without obtaining the written authorization from Vudoir. Under no circumstances will VUDOIR publish or show other companies the customer's own data. Yes, you may publish and display the improvement data and number of uses of SaaS by End Users. By way of non-limiting example: OneDecision improved the conversion ratio in the Client by 5% with respect to its previous conversion ratios. The widget was used 3 times a day on average and of those who used it, 7% ended up buying. Vudoir may need access to analytics data from the client's website to compare them with those that it collects autonomously in order to improve its services; these data will be treated with respect to the rules established in the Contract. The Client undertakes not to compete with VUDOIR directly or indirectly during the term of the Contract or during the two years following the end of the Contract. By subscribing this Agreement, and in the event that the Client has previously accepted it through the corresponding box, the Customer agrees to receive from Vudoir periodically, marketing communications and related to other services that Vudoir may eventually provide. The Client may notify Vudoir, at any time and by electronic mail, of his wish not to receive such communications.

17. Term. This Contract will begin on the effective date indicated in the header and will remain in force for one year unless the Contract is denounced with the following clause.

18. Termination and notices. Vudoir may terminate this Agreement at any time without cause and a) fifteen (15) days in advance and in writing (acceptable email), with the sole obligation to return the money paid in advance by Customer in the remaining months until the termination of the Contract or b) with the fifteen (15) day notice given but with the obligation to provide the service until the end of the period paid by the Client, in case of having been paid in advance. The Client may terminate the Contract three (3) months in advance of the date on which the renewal must take place and by written communication, however, the provisions of the Contract regarding the payment of the entire period contracted by the Client must be taken into account. the client. The contract will be renewed annually unless complaint by any of the Parties as indicated above and the price and services must be satisfied until the full compliance of the current annuity at all times. In the event that the Customer has received a discount for subscribing a multi-year contract, the references made to the year will be understood as made to the contracted years. The years will be counted by periods of twelve months, coinciding or not with the calendar year. The Service will be paid at the beginning of each month or the advance payment of the year or the contracted years will be made, according to the Order Form. Vudoir will notify the Client when it reaches approximately 50% of the maximum number of uses per year of Contract with the contracted pack and when the final 25% of uses per year of the contracted pack arrives. The renewal will be carried out by the Service Plan contracted on the Order Form at the same price as the previous Period of validity, unless Vudoir has notified the Client in writing at least thirty (30) days before an increase of the amounts. In this sense, Vudoir may revise its prices for the following Period of validity of the Services by notifying the Customer by email at least thirty (30) days before the beginning of the Period of validity of the Services for which the price revision is applied. .

19. Returns and proration. Except as expressly stated in this document, in no case will periods of validity be prorated and no refunds of the amounts already paid by the Client will be made.

20. Notifications. The notifications to VUDOIR will be directed to the email indicated in the Order Form and from [email protected] in cc. Without copying [email protected] the notification will not be understood. Notifications to the Client will be directed to the email indicated on the Order Form or to the existing CEO at any time. For technical incidents, the contact email to Vudoir is [email protected] putting [email protected] in copy. The existence of this email does not extend the guarantees described in the Contract.21. Customer Responsibilities The Client will be obliged to satisfy the service contracted on the Order Form in a timely manner. In case of return of the domiciled receipt or not making the corresponding transfer, the service may be canceled, interrupted or not initiated, as the case may be, without prior notice from Vudoir. It is the responsibility of the Client to integrate the OneDecision code on its website following the guidelines established by Vudoir. The Client guarantees the accessibility and access to the images of its website to the so-called software coming from the technical environment of Vudoir. Vudoir will communicate the source URL of these calls to the Customer during the integration phase of the service. The Client must communicate the changes that it implements in its website that may affect the operation of the SaaS or the traceability of the usage and conversion metrics related to the SaaS or that prevent or hinder the identification or tracing of data related to these metrics. . Without limitation, the Client must inform Vudoir in advance of the following changes: changes to the URL of a page of its website, change of checkout procedure, addition or cancellation of pages, changes in the security policy of its website. surroundings that affect the software access of the Vudoir Services in its web, changes in the integration of the Vudoir widget and changes of the attributes of the product images. The consequences of the malfunctioning of the SaaS and the metrics linked to a change not communicated in advance by the Customer shall be the sole responsibility of the Customer and Vudoir may assume that the metrics applicable as of the time of the change are the average of those existing in the three months before. In case of infringement of the substantial obligations contained in the Contract, Vudoir will be entitled to receive compensation of at least twice the value indicated on the Order Form. They are understood as substantial obligations: misuse of Personal Shopper accounts or ODM Accounts, breach of the obligation of confidentiality or failure to comply with the payment obligation. Failure to comply with the obligation of non-competition or infringements of intellectual property or data protection may involve greater damages and losses to be satisfied by the Client. The Client will hold Vudoir harmless for the breach of the applicable legislation at any time; by way of example, not limiting, in case Vudoir is harmed by a breach of the Client with respect to third parties (example: breach of the cookie policy) the Client will leave Vudoir unscathed.

The Client will comply with the conditions of use and limits related to the use of the Service established by Vudoir at all times, including, without limitations: (i) technical and implementation requirements of Vudoir; (ii) treatment guidelines of the Vudoir brand for the Service; (iii) terms of use and privacy policy of the Vudoir website in relation to the OneDecision and (iv) the requirements of Vudoir for data protection. Without limitation, the Client must include in his cookie policy the acceptance of third-party cookies to the extent that Vudoir uses cookies to hinder the use of the Widget and its conversion. The Client must also comply with the Data Protection Policy applicable at all times.

Unless Vudoir specifically agrees in writing, the Client may not carry out any of the actions described below. Likewise, you must make all reasonable efforts to ensure that no third party carries them out: modify, display, adapt, translate, loan, distribute, prepare derivative works, decompile, reverse engineer, disassemble or attempt to derive the source code of the Service . (ii) publish, redistribute, sublicense or sell the Service or any information or material related to the Service. (iii) rent, lease or transfer your rights to the Service. (iv) use the Service in a way that may damage, disable, overburden or deteriorate it, or use it in a way that could interfere with the use and enjoyment of the Service by third parties. (v) remove, hide or alter any notice of copyrights, trademarks or other notices of property rights contained in the Service, (iv) send junk or duplicate or unwanted messages that violate applicable regulations; (iiv) send or store illegal, obscene, threatening, defamatory, illegal or aggravating material, including material that is harmful to children or that infringes the privacy rights of third parties; (iiiv) send or store material that contains software with viruses, worms, Trojans or malicious codes, files, scripts, agents or computer programs; (ix) interfere with or affect the integrity or performance of the Service or the data it contains; or (x) attempt to gain unauthorized access to the Service or related systems or networks.

Vudoir will not be responsible for the internal communications or Final Users that the Client may carry out promising or announcing a functionality or virtue relative to the Services contracted that are not expressly covered by this Contract.

22. Service "AS IS". The SaaS is provided "AS IS", excluding any express or implied legal or contractual guarantee for own or third party damages. The Service is provided without any exclusivity to the Client. Vudoir will not be responsible for typographical errors that may exist in the ODM regarding the text displayed by the end user through the widget. In the event that the Customer communicates in writing a typographical error, Vudoir undertakes to modify it as soon as possible.

TO THE EXTENT PERMITTED BY LAW, UNLESS OTHERWISE EXPRESSED IN THIS DOCUMENT, NEITHER PARTY OFFERS ANY OTHER WARRANTY OF ANY KIND, IMPLIED OR EXPRESSED, COMPULSORY OR OTHERWISE INCLUDED, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VUDOIR IS NOT RESPONSIBLE FOR THE CONTENT OR THE INFORMATION THAT CAN BE ACCESSED THROUGH THE SERVICES.

THE CUSTOMER ACKNOWLEDGES AND AGREES THAT EACH OF THE SERVICES MAY PRESENT ERRORS, DEFECTS AND OTHER PROBLEMS THAT COULD CAUSE A FAILURE OF THE SYSTEM. ACCORDINGLY, THE SERVICE, INCLUDING ALL THE CONTENT, SOFTWARE (INCLUDING ANY UPDATE OR MODIFICATION THEREOF), FUNCTIONS, MATERIALS AND INFORMATION AVAILABLE OR AVAILABLE THROUGH THE SERVICE, AS WELL AS ALL ACCOMPANYING DOCUMENTATION, ARE PROVIDED "AS IS", SO ALL USE OF THIS WILL BE THE SOLE RESPONSIBILITY OF THE CUSTOMER. VUDOIR AND ITS LICENSEE PROVIDERS DO NOT OFFER WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, MANDATORY OR OTHERWISE INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VUDOIR DOES NOT ASSUME ANY TYPE OF LIABILITY ARISING FROM THE CORRECT USE OF THE SERVICE. VUDOIR AND ITS LICENSES PROVIDERS DO NOT MAKE ANY REPRESENTATIONS RELATING TO ANY CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICE. VUDOIR DOES NOT MAKE ANY REPRESENTATIONS THAT VUDOIR, OR ANY THIRD PARTY, WILL PUBLISH UPDATES OR IMPROVEMENTS TO THE SERVICE. VUDOIR DOES NOT WARRANT THAT THE FUNCTIONS INCLUDED IN THE SERVICE WILL NOT BE INTERRUPTED OR THAT THEY HAVE NO ERRORS.

The Client will have to indemnify Vudoir for the claims derived from any breach arising from the combination of the Service with any other product, service, hardware or business process. In no case shall Vudoir have any obligation or liability, as set forth in this section, derived from (i) use of the Vudoir Services or brand elements in a modified or in combination with other materials not provided by Vudoir and (ii) content , information or data provided by Vudoir, Users or other third parties. VUDOIR OR ITS LICENSEE PROVIDERS SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES CAUSED BY THE INTERRUPTION OF THE USE OR LOSS OF DATA OR THE PRESENCE OF IMPRECIATED OR DAMAGED DATA, LOSS OF BENEFITS OR EXPENSES OF THE SUPPLY OF SUBSTITUTE GOODS OR SERVICES, WHATEVER THEIR CAUSE, INCLUDING, WITHOUT LIMITATION, USE, MISUSE, INCAPACITY OF USE OR INTERRUPTED USE, OR UNDER ANY THEORY OF LIABILITY INCLUDING, WITHOUT LIMITATION, CONTRACTS OR GRIEVANCES AND REGARDLESS OF WHETHER VUDOIR HAD OR SHOULD HAVE HAD KNOWLEDGE OR HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES, TO THE MARGIN OF WHETHER ANY REMEDY SPECIFIED IN THIS AGREEMENT DOES NOT FULFILL ITS ESSENTIAL PURPOSE; OR OF ANY CLAIM THAT CLAIMS DAMAGES ARISING FROM ERRORS, OMISSIONS OR OTHER IMPERCISIONS OF THE SERVICE OR THE PROPERTIES OF THE SERVICE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO THE LIABILITY FOR DEATHS, PERSONAL INJURIES, OR MALICIOUS ACTION WHEN APPLICABLE LAW PROHIBITS THIS TYPE OF LIMITATION.

NONE OF THE PARTIES SHALL BE RESPONSIBLE FOR LOST REVENUES OR ANY INDIRECT DAMAGES.

UNDER NO CIRCUMSTANCES, VUDOIR WILL NOT BE RESPONSIBLE FOR THE PAYMENT OF AN AMOUNT GREATER THAN THE CUSTOMER HAS PAID TO VUDE AS PROVIDED IN THIS AGREEMENT, DURING THE SIX (6) MONTHS PRIOR TO THE EVENT THAT HAS GIVEN PLACE TO THE LIABILITY. VUDOIR DOES NOT MAKE ANY WARRANTY FOR THE USE OF SERVICES THAT ARE NOT SUBJECT TO REIMBURSEMENT OR DURING THE USE OF THE SERVICE DURING THE TEST PERIOD.

23. Supported versions. The OneDecision service is accessible through the browser with support of active JavaScript technology. The supported browser versions are most versions from the last two major versions (major versioning) in Chrome, Safari, Internet Explorer and Firefox. In Tablet the Service will continue lending in Beta version. Vudoir reserves the right to unilaterally modify this clause without requiring the consent of the Client, either to include new operating systems, new versions, new devices or to exclude operating systems, versions or devices. This change will not affect the price contracted.

24. No damage. Under no circumstances will Vudoir have any responsibility under this document regarding the Client for any damages, including but not limited to, direct, indirect, special, incidental, punitive or consequential damages, or damages for loss of benefits, data or use. , regardless of its cause.

25. Miscellaneous. The Client may not assign any of its rights or obligations under this contract, either by virtue of law or otherwise, without the prior written consent of VUDOIR (who can not be denied without justified reasons). This Contract will be governed exclusively by the internal laws of Spain, without taking into account its rules on conflicts of international law. Each Party expressly consents to the exclusive jurisdiction of Barcelona to settle any dispute arising out of or related to this Contract. There are no third party beneficiaries under this Contract. This Agreement constitutes the entire Contract between the parties and supersedes all prior and contemporaneous Contracts, proposals or representations, written or oral, in relation to its subject, with the exceptions set forth in the Contract itself. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party with respect to which the change must be enforced.

21. Survival. The following provisions: "Property Rights", "Protection of Client's Confidential Information", "Responsibilities", "AS IS Service", "No Damage" and everything that has been indicated in the contract, will survive the termination of the this contract.

22. Assignment of the Contract. VUDOIR shall be entitled to assign all rights under the Contract to a company or person that acquires, partially or totally by any legal means, VUDOIR, the business, the participations or the assets and / or rights and / or obligations without the consent of the Client. Notwithstanding the foregoing, VUDOIR will notify the Client with 30 days written notice including the legal information regarding the company / person that acquires this Contract, once it is possible from the legal point of view and the contractual point of view . The Client will not have the right to assign this Contract to a company or person that can be considered by VUDOIR directly or indirectly a competitor of VUDOIR. In all other cases, the written consent of VUDOIR will be required prior to the assignment of the Contract.

Each party declares that it has the necessary legal capacity to sign this Contract. Each party guarantees that it will comply with all laws and regulations applicable to the provision or use of the Services, as applicable. The Client guarantees that he will comply with all laws, regulations and ordinances applicable or related to his use of the Service and that all the information provided to Vudoir is truthful and true.

Vudoir reserves the right to change or modify any of the terms and conditions included in this Agreement, as well as any policy governing the Service, at any time, by publishing the conditions on http://vudoir.com/vudoir -one-decision / or any other URL that Vudoir provides. The Client is responsible for consulting regularly the possible updates of this Contract. All changes or modifications made to this Agreement will be binding (i) when both parties accept them in writing, (ii) when the Customer accepts online the update thereof or if (iii) once Vudoir updates said terms , the Customer continues to make continued use of the Service.