END-USER LICENSE AGREEMENT FOR AURA SOFTWARE. IMPORTANT- PLEASE READ CAREFULLY: This AURA End-User License Agreement (“EULA”) is a binding contract between you (either an individual or a single entity, who will be referred to in the present EULA as “You”) and, Aura Difusion, S.L., with respect to the AURA software product that accompanies this EULA, including any associated media, printed material and electronic documentation (the “Software Product”). The Software Product also includes any software updates, complementary components, Web services and/or complements that AURA may provide or make available to You after the date on which the initial copy of the Software Product is obtained, to the extent that such elements are not accompanied by a separate license agreement or any other terms of use. By installing, copying, downloading, accessing or otherwise using the Software Product, You agree to be bound by the terms of this EULA. If You do not agree with the terms of this EULA, do not install, access or use the Software Product in any way; instead return it to Your place of purchase for a refund. SOFTWARE PRODUCT LICENSE The Software Product is protected by intellectual property laws and treaties. The Software Product is granted under license, not sold. 1. GRANT OF LICENSE. This section of the EULA describes the general license rights that are granted for installation and use of the Software Product. The license rights described in this section are subject to all the other terms and conditions of the present EULA. · General License Grant for installation and use of the Software Product. You may install and use one copy of the Software Product on a single computer, device, workstation, terminal or other analogue or digital device (“Device”). · General License Grant for installation and use of the Subscription Product. The following license terms and conditions will be applied instead of the licenses granted in the two previous sections, if You have been granted a license for a subscription based Software Product (a “Subscription Product”). You may install one copy of the Subscription Product on a single Device and use the Subscription Product for the term of Your subscription. You may also exercise the additional license rights described in the following paragraphs, but only during the term of Your subscription. The initial subscription period begins on the date that You first activate Your copy of the Subscription Product and ends three hundred and sixty five (365) days thereafter. You cannot use the Subscription Product after the subscription expires, unless You renew or extend the subscription. By renewing or extending the subscription, You will be authorized to continue using the Subscription Product for a specified time period beyond the date when the initial subscription would have ended. All the terms and conditions of the present EULA will continue to apply to the use of the Subscription Product during all the subsequent renewal periods, unless otherwise specified. When the subscription expires, You may continue to open, view and print the documents created with the Subscription Product. · Additional License Grant for multimedia Elements. The Software Product may include photographs, pre-designed images, animations, sounds, video clips and music (collectively “Media Elements”). In this case, the following terms detail Your rights to the Media Elements: · Except as detailed in the following section, You may use, copy and modify the Media Elements and distribute copies of the Media Elements, together with Your modifications, as part of Your services and software products, including Your site or websites. · You are not granted license to do any of the following: · You may not sell, grant license or distribute copies of the Media Elements independently or as part of a collection, product or service where the principal value of the product or service are the Media Elements. · You may not use or distribute any of the Media Elements that include representations of individuals, governments, logos, initials, emblems, commercial brands or identifiable entities for any commercial purpose or to express or imply Your endorsement or association with a product, service, entity or activity. · You may not create obscene or scandalous works, as defined in the legislation in force at the time the work is created, using Media Elements. · You agree to indemnify, protect and defend AURA from and against any claims or lawsuits (including lawyers’ fees) that arise from or result from the use or distribution of Media Elements as modified by You. · You must include a valid copyright notice on Your products and services that include copies of the Media Elements. · You will not allow third parties to distribution copies of the Media Elements, except as part of Your product or service. · Reservation of Rights. AURA reserves all other rights not expressly granted. Important Note: It is strictly prohibited for a customer that has bought the AuraPortal application to have more users connected to the application than those that have been legally acquired as user licenses. Therefore, if additional developments are contracted it must be clear that these developments, under no circumstances, imply the addition of new users above those contracted and acquired according to the AuraPortal standards. 2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS. · Academic Edition Software. If the Software Product is identified, You must be a “Qualified Educational User” to be able to use the Software Product. If You are not a Qualified Educational User, You will not have any rights under the present EULA. To determine whether or not You are a Qualified Educational User, please contact AURA. · Mandatory Activation. You may not be able to exercise Your rights to the Software Product granted under this EULA after a finite number of product launches unless You activate Your copy of the Software in the manner described during the launch sequence. · Protection against copying. The Software Product may include anti-copy protection technology to prevent the unauthorized copying of the Software Product. This anti-copy protection technology may require original support for the use of the Software Product on the Device. It is illegal to make unauthorized copies of the Software Product or to circumvent the anti-copy protection technology included in the Software Product. · Limitations on Reverse Engineering, Decompilation and Disassembly. You may not reverse engineer, decompile, or disassemble the Software Product, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. · Separation of Component Parts. The Software Product is licensed as a single product. Its component parts may not be separated for use on more than one Device, unless expressly permitted by this EULA. · Trademarks. This EULA does not grant You any rights in connection with any trademark or service mark of AURA. · Technical Assistance Services. AURA may provide technical assistance for the Software Product (“Technical Assistance Services”). The use of the Technical Assistance Services is governed by the terms and policies of AURA. All complementary software code that is supplied to You as part of the Technical Assistance Service will be considered part of the Software Product and subject to the terms and conditions of the present EULA. You agree and acknowledge that AURA may use the technical information that You supply to AURA as part of the Technical Assistance Services for commercial purposes, including for product support and development. AURA will not use this technical information in any way that identifies You personally. · Termination. Without prejudice to any other rights, AURA may terminate this EULA if You fail to comply with the terms and conditions of this EULA. In such event, You must destroy all copies of the Software Product and all of its component parts. 3. UPGRADES. · Standard Software Product. A Software Product for upgrade substitutes or complements (and may disable) the product that formed the basis for the upgrade. You may use the resulting upgrade product only in accordance with the terms and conditions of this EULA. If the Software Product is an upgrade of a component of a package of software programs that You licensed as a single product, the Software Product may be used and transferred only as part of that single product package and may not be separated for use on more than one Device. · Subscription based Software Product. The following terms apply to You instead of the terms in the previous paragraph if You have a Subscription Product License. - If AURA launches any upgrades of the Subscription Product during the term of Your subscription, You will be entitled to receive a copy of the aforementioned upgrade(s) or new version(s) at no additional cost, except for any applicable connection charges, taxes, duties and shipping costs if You select fulfillment by mail. These upgrades are considered to be part of the Subscription Product and therefore subject to all the terms and conditions of the present EULA, unless otherwise indicated in the license agreement that accompanies such upgrade or new version. 4. INTELLECTUAL PROPERTY RIGHTS. All title and intellectual property rights with respect to the Software Product (including, but not limited to, images, photographs, animations, video, audio, music, text and “applets” incorporated into the Software Product), the accompanying printed material and all copies of the Software Product are the property of AURA. All title and intellectual property rights corresponding to the content that does not form part of the Software Product, but may be accessed by using the Software Product, are the property of the respective owners of the content and may be protected by applicable copyright and intellectual property laws and treaties. This EULA does not grant You any right to use such content. If this Software Product should contain documentation provided only in electronic form, You may print one copy of such electronic documentation. You may not copy the printed material that accompanies the Software Product. 5. EXPORT RESTRICTIONS. You acknowledge that the Software Product is of Spanish origin and subject to Spanish export jurisdiction. You agree to comply with all applicable international and national laws that apply to the Software Product, including the Spanish Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by the Spanish exportation authorities and other governments. 6. DISCLAIMER OF WARRANTIES. THE LIMITED WARRANTY THAT APPEARS ABOVE IS THE ONLY EXPRESS WARRANTY MADE TO YOU AND IS PROVIDED IN LIEU OF ANY OTHER EXPRESS WARRANTIES (IF ANY) CREATED BY ANY DOCUMENTATION OR PACKAGING. EXCEPT FOR THE LIMITED WARRANTY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AURA AND ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT AND SUPPORT SERVICES (IF ANY) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY (IF ANY) IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY OR COMPLETENESS OF RESPONSES, OF RESULTS, OF WORKMANLIKE EFFORT, OF LACK OF VIRUSES, AND OF LACK OF NEGLIGENCE, ALL WITH REGARD TO THE SOFTWARE PRODUCT, AND THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITH REGARD TO THE SOFTWARE PRODUCT. 7. EXCLUSION OF INCIDENTAL, CONSEQUENTIAL AND CERTAIN OTHER DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL AURA OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE PRODUCT, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS EULA, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF AURA OR ANY SUPPLIER, AND EVEN IF AURA OR ANY SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8. LIMITATION OF LIABILITY AND REMEDIES. A) AURA IS PROUD TO OFFER ITS PRODUCT, AURAPORTAL, AS ONE OF THE BEST IN THE MARKET WITH VERY LOW PROBABILITY OF MATERIAL SCOPE MALFUNCTION DUE TO PROGRAMMING ERRORS. HOWEVER, NO BUSINESS MANAGEMENT SOFTWARE IS GUARANTEED TO BE FREE OF PROGRAMMING ERRORS, GIVEN THE MILLIONS OF LINES OF DEVELOPMENT CODE AND THE ENDLESS SERIES OF POSSIBLE COMBINATIONS THAT MAY BE PRESENTED DURING USE. ON THE OTHER HAND, THE POSSIBLE DAMAGES THAT MAY OCCUR ARISING FROM PROGRAMMING ERRORS, WHICH GENERALLY TEND TO BE AIDED BY OTHER FACTORS CAUSED BY THE USER, SUCH AS: NOT TAKING THE APPROPRIATE PRECAUTIONS, NOT MAKING DAILY BACKUPS, FAILURE TO FOLLOW THE ESTABLISHED USER GUIDELINES, THE OPERATORS WORKING WITH NEGLIGENCE OR RECKLESSNESS, ETC., ARE UNFORESEEABLE. FOR THIS REASON, IT IS GENERAL PRACTICE THAT, IN THE EVENT OF DAMAGE CAUSED DUE TO THE PRESENCE OF PROGRAMMING ERRORS, THE OWNER OF THE SOFTWARE ONLY TAKES RESPONSIBILITY FOR THE REFUND OF THE AMOUNT CHARGED FOR THE LICENSES ISSUED, AND NOTHING MORE. CONSEQUENTLY, IF THE CUSTOMER DECIDES TO CLAIM COMPENSATION FOR THE DAMAGES INCURRED AND THE CLAIM IS UPHELD, THE MAXIMUM LIMIT TO BE COMPENSATED BY AURA WILL CONSIST OF THE REFUND OF THE AMOUNT RECEIVED FOR THE LICENSE SALES OF ITS PROGRAMS, ALONG WITH THEIR RECOVERY. WITH THIS COMPENSATION, AURA WILL HEREBY BE EXEMPT FROM ANY RESPONSIBILITY AND WILL NOT BE SUBJECT TO ANY OTHER CLAIMS, REGARDLESS OF THE AMOUNT OF DAMAGES PRODUCED. B) IN ADDITION, BECAUSE THE PROGRAMS ARE NOT TAILORED TO EACH INDIVIDUAL CUSTOMER, THE WARRANTY WILL NOT COVER THE DEFICIENCIES THAT MAY BECOME APPARENT WITH REGARD TO THE ADAPTION OF THE PROGRAMS TO THE SPECIFIC NEEDS OF THE CUSTOMER OR THEIR SYSTEMS. IT IS UNDERSTOOD THAT THIS AFOREMENTIONED UNSUITABILITY MUST BE DETECTED IN THE TESTS AND DEMONSTRATIONS CARRIED OUT PRIOR TO THE SIGNING OF THIS AGREEMENT. C) ERRORS THAT OCCUR AS A RESULT OF MANIPULATION OF THE PROGRAMS BY ANYONE OTHER THAN AURA, AFTER THEY HAVE BEEN HANDED OVER TO THE CUSTOMER, WILL NOT BE COVERED BY THE WARRANTY NOR WILL AURA BE HELD RESPONSIBLE. D) AURA WILL NOT BE BOUND BY COMMITMENTS OR PROMISES MADE BY PERSONS WHO ARE NOT LEGALLY REPRESENTED BY THEM, NOR BY ERRONEOUS CUSTOMER EXPECTATIONS WITH REGARD TO THE FUNCTIONALITY OF ITS PROGRAMS OR PRODUCTS. 9. ENTIRE AGREEMENT. This EULA (including any addendum or amendment to this EULA which is included with the Software Product) is the entire agreement between You and AURA relating to the Software Product and the support services (if any) and they supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to the Software Product or any other subject matter covered by this EULA. To the extent the terms of any AURA policies or programs for support services conflict with the terms of this EULA, the terms of this EULA shall control.