Software license commercialisation conditions

SOFTWARE LICENSE COMMERCIALISATION CONDITIONS

Version in force since May 2025

Preliminary.- Definitions.

For the purposes of this document, the terms listed below will have the following meanings:

“Platform(s)”: the digital platforms owned by JCM Technologies, S.A.U, (hereinafter, “JCM”), called “Honoa,” “Kaimai,” and “cloudAssistant.”

“Software”: the IT programmes owned by JCM that provide respective use and functionalities of the Platforms.

“Service(s)”: the different services that the Platforms offer or may offer in the future.

“License”: this is the document that grants the right to use the Software corresponding the Platforms.

“Distributor”: any professional or company to whom JCM directly grants this License.

“Sublicensee”: any professor or company to whom the Distributor or another Sublicensee have granted the right to use the Software corresponding the Platforms' services, using the Sublicensing Right regulated in this License, and who utilises it for company or professional use.

“End User”: all natural or legal persons with an End User Software License Agreement(hereinafter, “EULA”) to use: a) the "Honoa" platform for their own use and as end consumer; and/or b) the "Kaimai" and "cloudAssistant" Platforms for their own use or professional use.

A) Granting and scope of the License.

1.- This document recognises you as Distributor to commercialise Software License Agreements for the Platforms “Honoa,” “Kaimai,” and/or “cloudAssistant,” depending on the orders you place with any of these Platforms' Services.

The features of each one of the Platforms' services are expressly stated in each order.

2.- The Platforms include the Software, which is the exclusive property of JCM, who hereby declares that this Software:

is fully owned by JCM and is not subject to any encumbrances, charges, liens, seizures, or debts of any kind.
is authentic, was not obtained illegally, and is not a falsification, does not violate any patent or industrial or intellectual rights belonging to third parties, and was created or obtained legally and following applicable regulations.
meets the requirements set forth in applicable EEC regulations, standards, and rules that are applicable and in force.

3.- By means of this document, you are hereby granted a non-exclusive License to use and also sublicense the right to use the Software corresponding the services of the Platforms that you are acquiring as a JCM Distributor.

4.- This License shall apply exclusively to the Software corresponding each Platform, to JCM Electronic Equipment, and any documentation, information, specifications, instructions, or materials, whether online, printed, or in electronic format, which are related to said Software. This License shall also apply in the event that there are software updates, added components, web services, or supplements that JCM can provide or make available to the Distributor, to the extent that these items are not accompanied by a specific separate license, in which case the separate license would prevail.

Under no circumstances shall this License be applicable to operating systems, other uses, or IT tools.

5.- This License is exclusive in application. Consequently, any and all of the Distributor's terms and conditions that contravene or differ from those established in this document, as well as any verbal or written agreement that modifies it shall not be applicable, unless they are expressly accepted in writing by JCM.

6.- JCM reserves the right to update and/or modify the content of this License at any time with no prior notice, so it is recommended that the Distributor periodically verify it.

7.- The Distributor agrees that, despite any use of the terms "purchase" and "sale" in relation to the Services, ownership of the Software corresponding said services is not the subject of sale and is not transferred to the Distributor in any way. The Distributor may only make use of the Software under the terms set forth in this License. Consequently, JCM shall maintain all property rights, ownership, and interest over the Software provided to the Distributor.

8.- The Distributor may not modify, adapt, translate, use reverse engineering, decompile, disassemble, or attempt to reconstitute, in any way, the Software's source code of portions of it, nor create projects derived from the Software, nor copy or reproduce the Software in any other way (including manuals and other documentation provided). The Distributor also may not grant sublicenses, lease, subcontract, or rent out the Software License, nor allow third parties to use the Software License for their benefit or the benefit of others, barring provisions in Clause B regarding Sublicense Rights.

9.- The Distributor may not transfer, neither totally nor partially, their position as Licensee of this License to any third party without JCM'S express prior consent. This is not withstanding their power to grant Sublicenses, regulated as follows.

B) Sublicense Rights.

1.- The Distributor is granted the right to grant multiple, non-exclusive Sublicenses to the Software to their clients. These clients are defined as professionals or companies who purchase the Platforms' Services directly from the Distributor to use them as Sublicensees for later commercialisation.

Additionally, Sublicensees may, in turn, grant multiple and non-exclusive Sublicenses to professionals or companies who provide diverse services, either directly to End Users or to other providers of these End Users, provided that these services are related to the Platforms' Services.

2.- Each Distributor or Sublicensee shall be free to decide whether they wish to receive compensation for granting the Sublicenses that they wish to grant. The amount of said compensation shall be entirely for the Distributor or Sublicensee granting it.

3.- All obligations that the Distributor undertakes in relation to JCM by means of this License shall also be applicable and enforceable with corresponding Subdistributors from the moment that the Distributor grants them their Sublicense and it is the Distributor's responsibility to inform Sublicensees to whom they grant the Sublicense of the contents of this License.

Consequently, any and all terms and conditions that Distributors and Subdistributors may agree upon or among themselves that contravene or differ from those established in this License, as well as any verbal or written agreement that modifies the License, shall not bind or force JCM in any way, nor shall JCM accept any liability in this regard.

4.- Granting a Sublicense shall require:

(i) that the Distributor and the Sublicensee, if applicable, inform their corresponding Sublicensees of the terms of this License, especially in relation to their obligations as Sublicensee, guarantees, and JCM'S liability limitations.

(ii) that, when the Distributor or Sublicensee commercialise the "Honoa" and "Kaimai" Platforms, they require that the End User accept the End User Software License Agreement (hereinafter, "EULA"), which allows the End User to use the Software corresponding these Platforms. Attached are Appendices 2-a (EULA Honoa) and 2-b (EULA Kaimai).

(iii) that the Distributor and the Sublicensee appropriately train and provide after-sales support to their Sublicensees and the End User so that they correctly use the Platform(s) and Software.

(iv) that the Distributor and Sublicensee keep information related to the Sublicenses they have granted updated at all times, indicating the name and contact information of the Sublicensees. JCM may access this information at any time in order to enforce provisions in section 7 below.

5.- JCM shall not be bound, nor shall it assume any liability toward the Distributor, the Subdistributor, the End User, or third parties, in the event that the Sublicense does not fully and faithfully comply with the EULA corresponding the Software, as outlined in the aforementioned Appendices.

6.- JCM reserves the right to update and/or modify the content of this License and the EULAs at any time with no prior notice, so it is recommended that the Distributor and Sublicensees periodically verify them.

7.- The Distributor and the Sublicensee shall comply with JCM'S policies and requirements at all times in terms of granting Software Sublicenses.

8.- In the event that this License were revoked or voided for any reason, JCM shall inform all Sublicensees who received their Sublicense directly from this Distributor that it has been voided and shall offer them the possibility of continuing to receive the Services. To this end, JCM shall offer said Subdistributors any of the following options (at JCM'S discretion at all times):

-Option 1: grant them a new License as Distributors, or

-Option 2: Appoint another Distributor who will grant them a new Sublicense.

In either of these cases, the type of License or Sublicense to be granted, as well as its financial conditions, shall be those established at all times based on the Services required by the affected Sublicensees. Under no circumstances is JCM bound to provide the Sublicensee the same financial and service conditions they had agreed upon with the Licensee who granted them the Sublicense.

C) License for the Use of Marks.

1.- All marks, trade names, logotypes, or other distinctive signs (collective, "JCM Marks") contained on the Platforms and in the Software and in accompanying printed materials are the property of JCM.

While the License is in force, JCM grants the Distributor a license to use the JCM Marks identifying the Services purchased by the Distributor in each order.

2.- The Distributor may only use JCM Marks for the purpose of commercialising the Platforms' Services and their corresponding Software as agreed upon with JCM in the order and/or in the general sales conditions and in this License.

3.- While this License is in force, the Distributor is allowed to incorporate their marks, trade names, logotypes, or other distinctive signs (hereinafter, the "Distributor's Marks") into the Platforms and the Software, although they may never use them to the detriment of JCM'S Marks, which may not be eliminated or altered or reduced in size or moved from their location of initial insertion without JCM'S express written authorisation.

D) Distributor Obligations and verification rights

1.- Distributor/Sublicensee Obligations.- For the Software referenced in this License to operate properly, the Distributor (and in the case of Sublicense, the Sublicensee) must fulfil the following obligations:

a) Have the hardware and systems required for the licensed Software to operate correctly.

b) Be responsible for their employees, collaborators, and suppliers, whose intervention is necessary to properly install and handle the Platforms and Software, receiving necessary training to this end.

JCM shall not be held liable for any claim filed by the Distributor, their Clients, or third parties, which are directly or indirectly due to the Distributor's failure to comply with obligations set forth in this section and the use that the Distributor makes of personal data. In these cases, the Distributor may not claim any sort of compensation from JCM for damages, harm, loss of business, or for any other grounds.

2.- JCM'S verification rights.- For the proper operation of the Software referenced in this License, it is hereby agreed that:

a) The Software may periodically connect to JCM'S server in order to inform the Distributor of new versions of the Software and to verify legal use of this License.

b) The Distributor commits to provide JCM with all pertinent records for review during normal working hours, and to allow JCM to examine how they are using this License. If the result of these revisions or inspections indicates that the Distributor is using the License unduly, JCM reserves the right to rescind this License and claim compensation for harm and damages caused.

E) Intellectual and industrial property.

1.- The Platforms, the Software, and all rights, property, interests, technology, and technical knowledge, whether patented or not, included therein, as well as all industrial or intellectual property rights related thereto, including but not limited to, copyright, are the exclusive property of JCM.

2.- No part of this License is considered transfer of any property right over the Platforms nor over the Software to the Distributor. All rights that are not specifically granted under this License are reserved for JCM. JCM does not sell the Platforms or the Software to the Distributor; it only grants the rights defined in this License.

3.- If the Distributor sees any violation of JCM'S property rights over the Platforms and/or the Software, it must immediately inform JCM of this violation and provide all reasonable information JCM may need to defend its interests.

4.- The industrial or intellectual property rights over third-party software that may be included in the Software, or that, in any way, may be provided to the Distributor with the Software will continue to belong to those third parties, and this License does not entail transfer to the Distributor of said third-party rights, neither implicitly nor explicitly.

5.- The Distributor shall keep the following Copyright notice visible in all EULAs, documentation, physical formats, or packaging, and in instruction manuals for Platforms and the Software, or any other reasonable notice that JCM may require at any time:

“ Copyright © JCM Technologies, SAU, 2024. All rights reserved.

The Software and the documentation are an unpublished work and contain valuable trade secrets and information belonging to JCM Technologies, SAU. None of these materials may be copied, duplicated, or shared without the express written authorisation of JCM Technologies, SAU.

JCM Technologies, SAU EXPRESSLY DISCLAIMS ALL GUARANTEES RELATED TO THIS SOFTWARE AND DOCUMENTATION, INCLUDING GUARANTEES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE GUARANTEES, AND ANY OTHER GUARANTEE ARISING FROM THE COURSE OF BUSINESS OR TRADE USES. NO EXPRESS OR IMPLIED GUARANTEE IS PROVIDED REGARDING THE USE OF THE SOFTWARE OR THE DOCUMENTATION. Under no circumstances shall JCM Technologies be held liable for incidental, special, indirect, direct, or consequential damages, loss of profits, business interruptions, or related expenses that may arise from the use of the software or the documentation, including, but not limited to, those resulting from defects in the software and/or documentation, or lass or inaccuracy of any kind of data."

F) Liability limitation

1.- The Software is provided "as is" and with no guarantee of any sort, beyond the guarantees included in Clause G. Moreover, the Distributor acknowledges and agrees that use of the Software is at their exclusive liability, and any risk related to the quality, performance, and precision of the Software is at their liability as licensee. To this end, the Distributor expressly agrees to the following liability limitations:

a) Liability limitation for actions not attributable to JCM. Under no circumstances shall JCM be held liable for any special, direct or indirect, consequential, or incidental harm or damages not due to a direct action that can be objectively attributed to JCM. Consequently, when there is no action that can be directly and objectively attributed to JCM, the Distributor may not claim direct or indirect damages it may have suffered for loss, use, impossibility of use, or improper use of the Software, lost production, lost profit, loss in business activity, lost trade information, claims from clients or third parties for interruption of services, supply failures, or other similar circumstances, including consequential damages and loss of profit.

b) Liability limitation for use not made by JCM. JCM shall not be held liable in any way to the Distributor, to the Sublicensees, or to third parties, for:

(i) the use that the Distributor and/or the Sublicensee makes of the Software.

(ii) the products, programmes, devices, or services of third parties that the Distributor may use, even if introduced to the Distributor by JCM, who shall not be held liable in any way in this regard.

(iii) any amendment, update, translation, or adaptation of the Software, whether authorised or not, made by anyone other than JCM.

2.- The Distributor holds JCM entirely blameless and undertakes to compensate JCM for all damages, liability, expenses, and costs, including lawyer, expert, and professional fees, arising as a result of its own or third-party claims stemming from any liability intended to be attributed to JCM in any of the aforementioned limited liability cases, or any other liability limitation set forth in this License.

G) Guarantees.

1.- The Distributor (and in the case of a Sublicense, the Sublicensee) shall be responsible for properly installing and/or using the Software and shall bear all related costs and expenses. Consequently, no one may claim any sort of compensation from JCM for damages, harm, loss of business, or any other reason stemming from improper installation and/or use.

2.- This license does not bind JCM to provide assistance or maintenance services in relation to the Software, beyond what is strictly covered by the guarantee regulated below, unless separately hired.

3.- Scope of the Guarantee. - For 5 calendar years beginning on the date of the first installation of the Software governed by this License, JCM guarantees that the Software shall substantially function according to its documentation and shall be free from defect.

Throughout the aforementioned period, JCM undertakes to repair possible Software errors and, to this end, to provide technical assistance services provided the payment for the license is current and during JCM'S office hours (business days from 8h to 13h and from 14h to 17h) by telephone or email to remedy any technical incident occurring in the Software. If repair is not possible, the Software or defective license password shall be replaced, all at no cost to the Distributor or User. This is always provided that (i) JCM is informed of the defect according to the procedure set forth in section 4 below and (ii) the defect does not fall under the limitations or exclusions to the guarantee established in sections 2 and 3 below.

In the event of replacing the License password provided within the aforementioned guarantee period, it shall be guaranteed throughout the period of days left over from the original guarantee period or for one year after the repair or replacement, whichever period of the two is longer.

4.- Guarantee limitations.- Insofar as is permitted by applicable law in any country where the Software is installed, executed, or otherwise used, JCM offers no further guarantee than the contents of section 1 above, expressly rejecting all other express or implicit guarantees or statements related to the Software, its updates, and documentation, including, but not limited to, any guarantee to adapt to a specific purpose. Moreover, considering that JCM has taken reasonable precautions to guarantee the exactness of the information, uses, and functions of the Software, it does not offer any express or implicit guarantee regarding the fulfilment of requirements, expectations, or objectives of the Distributor or User in terms of the Software or in terms of the information contained or displayed therein and its documentation. Consequently, JCM shall not be held liable if, after installation, the Distributor or User deems that it does not adapt to their intended purpose.

5.- This guarantee does not include or extend to:

a) Data files, under any circumstances.

b) Reconfigurations or re-installations not included in this License.

c) Any loss of profit, interests for delay, or other damages or harm in relation to use of the Software or stemming from commitments undertaken by the Distributor or User toward third parties or as a consequence of an operational failure of the Software for reasons that cannot be attributed to JCM.

d) Developments or modifications to the Software made by any person other than JCM.

Furthermore, the guarantee shall be lost and be rendered null:

i) If the Software has been altered or fails in its operation as a result of any accident, abuse, neglect or irregular use, such as, but not limited to, using the Software with a third-party product (hardware, software, firmware, or operational system) not intended to be used with the Software, or using hardware inappropriate for the Software, or incorrectly maintaining the Software.

j) If the Client does not comply with the obligations set forth in section D.1.

6.- Procedure. - The Distributor (and in the event of a Sublicense, the Sublicensee) shall inform JCM as quickly as possible of any incident they may have with the Software within the guarantee period. This notice must briefly describe the reasons or causes behind the Software's improper function, and they must abstain from modifying the Software without following JCM'S instructions.

H) Confidentiality.

1.- Protection of Privileged Information. JCM and the Distributor agree to keep confidential and not reveal to third parties all knowledge, information, and data provided to either of them by the other party. JCM and the Distributor agree that none of them shall use any information owned by the other party, or reproduce it for their use in any way, except to foster the commercial relationship existing between them to commercialise the Services. The Provider and the Distributor agree to protect the information owned by the other party with the same standard of care and procedures used by each party to protect their own information of similar importance, using at least a reasonable degree of care at all times.

2.- Limitations. - Section 1 above shall not be applicable and shall not bind any of the parties in terms of information which

a. At the time of its receipt of afterward, without any action or commission on their part, was generally known or available to the public;

b. Was already known by said party at the moment of receipt of said information;

c. Was provided to third parties by the other party without a restriction on sharing;

d. Is provided afterward to said party by a third party that is not restricted from sharing; or

e. Was shared according to legal requirements or a legal order or other regulation protecting against public dissemination, provided that, notwithstanding, the other party was given a reasonable opportunity to oppose said dissemination and/or to obtain a suitable protective order.

3.- Survival. The confidentiality agreements set forth in this License shall remain in effect and persist from the Effective Date onward, with no time limit, even if this License ceases to be applicable for any reason.

I) Personal data protection.

The price, method and deadlines for payment for use of this License, as well as delivery and guarantee conditions shall be as established in the order corresponding each Platform Service.

J) Protección de datos personales.

For the purposes of these Licenses, JCM declares:

It is data controller in terms of processing the personal data of users of the Platforms
Data Processor in terms of processing the personal data that may be processed on the Platform cloudAssistant.
Regarding this latter point, JCM is bound to conduct the Distributor's or, if applicable, the Sublicensee's, processing activities, including any of their personal data, under the conditions set forth in Appendix J - Processing cloudAssistant personal data.

K) Duration.

This License shall be applicable to all orders for Services of the Platforms placed by the Distributor and that are accepted by JCM, from the moment they are accepted, they automatically become a Contract between the parties.

Consequently, placing an order implies the Distributor's previous knowledge and express agreement without reservation to this License.

This License shall remain in force for the period set forth on the invoice corresponding each Service.

1.- Automatic service renewal: By contracting a service with JCM, the customer agrees to the activation of an open order system linked to the contracted equipment, service, or license. This means that, while the auto-renewal option is enabled, JCM will automatically issue the invoice corresponding to the new contracted period without requiring a new purchase order from the customer.

The customer may deactivate the automatic renewal at any time from the service management portal, with effect at the end of the current contracted period.

L) Other provisions.

1.- Transfer.- Barring provisions in Clause B for Sublicensing Rights, the Distributor's rights and obligations in this License cannot be sold, rented, granted, delegated, transferred, and given in any other way without JCM'S express prior consent in writing. However, JCM may grant its rights to any company within its company group or any other company over which it obtains control or with which it merges.

2.- Notifications.- All communications and notifications that must be sent between the Parties in relation to this contract shall be sent to the addresses set forth on the order for each Service.

3.-Processing the personal data of participating parties.- Both parties hereby state that the personal data of the signatories shall be processed by each of them as Data Controllers. The personal data shall be processed in order to enter into the contractual relationship, and, in the event that the data belong to natural personals acting in representation of the parties, additionally to maintain the business relationship between the parties. Once the relationship between both parties has ended, the data shall be stored for the sole purposes of complying with required legal obligations and, if applicable, to formulate, lodge, or defend against claims, for the duration of the prescription of period applicable actions.

The data shall not be transferred to third parties, except in the event of a legal obligation, to group companies for the same purposes indicated above, or to third parties who need to access the data to provide services for which JCM has hired them. The persons appearing on behalf of the parties may exercise their rights of access, rectification, deletion, opposition, limitation of processing, portability, and to not be subject to automated individual decisions, such that they may request human intervention in decision-making, by sending an email with an attached copy of their identification document to the Distributor's email address: admin@jcm-tech.com to address JCM. Moreover, the representatives of the parties may send any claims related to the processing of their personal data to the Agencia Española de Protección de Datos (Spanish Data Protection Agency), located at Calle Jorge Juan, 6 (28001) Madrid, Spain (www.aepd.es).

4.- Jurisdiction and applicable law.

Provisions in this License and its Appendices and any dispute that may arise in relation thereto are subject to the stipulations contained therein; when not referenced, they shall be governed by the law applicable in the location of JCM'S corporate headquarters.

The Courts and Tribunals of the city of Vic (Barcelona) shall have jurisdiction to resolve any dispute.

APPENDIX J - cloudAssistant PERSONAL DATA PROCESSING AGREEMENT

1. Definitions

“Control authority” refers to any control authority in terms of data protection in the European Union, and, specifically, in Spain, where the Agencia Española de Protección de Datos Personales (Spanish Data Protection Agency) (“AEPD”) is the relevant authority.

"Personal data" refers to all information about an identified or identifiable natural person, meaning a person whose identity can be directly or indirectly determined, particularly through an identifier, such as a name, identification number, location data, online ID, or one or several elements of their physical, physiological, genetic, mental, economic, cultural, or social identity. For these purposes, these are data that the Distributor and/or Sublicensee enter into the Platforms, and that imply: (i) the identification of a natural person interested party, (ii) all data for which the Distributor and/or Sublicensee is the Controller, and (iii) which JCM shall process on their behalf, based on the activities set forth in section 2.

“Data controller” or “Controller,” the legal or natural person who, alone or along with others, determines the purposes and methods of processing. For these purposes, this refers to the Distributor and/or Sublicensee, who decides the methods and purposes of personal data processing.

“Data processor,” the natural or legal person who processes the personal data for the data controller. For these purposes, this refers to JCM, who processes the data for the Data Controller.

“Sub-processor” refers to another Data Processor hired by JCM.

“Data protection legislation” refers to all laws and regulations applicable to both the European Union and to Spain, and that regulate the use or processing of personal data, which include EU Regulation 2016/679 of the European Parliament and the Council of 27 April 2016 on personal data processing (“GDPR”), as well as Spanish Organic Law 3/2018 of 5 December on Personal Data Protection and the guarantee of digital rights (“LOPDGDD”), and Spanish Royal Decree 1720/2007 of 21 December, approving the Implementing Regulation of Spanish Organic Law 15/1999 of 13 December on personal data protection, in matters not contradictory to the aforementioned legislation.

“Platform” refers solely to cloudAssistant.

"International Transfers" refers to a transfer of personal data from Spain or another country belonging to the European Economic Area to a third country.

2. Purpose of processing

2.1. For the purposes of this appendix, the Data Controller has entered into a Software License, by means of which they are granted access and use of the Platform, authorising the Data Processor to process the data for them that has been entered by the Data Controller or by other third parties they have authorised into the Platform. The Controller accepts and acknowledges that the Personal Data must be only stored and used within the Platform setting.

2.2. In the event of modification by the Data Controller, or the addition of new activities and/or details to personal data processing, the Data Controller must previously inform JCM by means of a notification sent to the email address: admin@jcm-tech.com.

3. Processing details

The data processing that JCM conducts on the Controller's behalf consists of:

a) Processing activities:

☒Collection.

☒Registration.

☒Organisation.

☒Structuring.

☒Storage.

☒Adaptation.

☒Modification.

☒Extraction.

☒Consultation.

☒Use.

☒Communication via transfer.

☒Dissemination.

☒Access.

☒Comparison or interconnection.

☒Limitation.

☒Deletion.

☒Destruction.

b) Category of personal data subject to processing:

☒Identifying data (name and surnames, National ID Document (DNI)/Foreign ID Document (NIE)/passport, image, voice, telephone, email, postal address, signature, etc.).

☒Personal characteristics (marital status, family data, date of birth, age, sex, nationality, native language, physical features).

☒Social circumstances (housing, family situation, hobbies and lifestyles, membership in foundations, associations, clubs).

☒Work data (profession, professional position, worker record, non-financial data from payslip).

☐Academic and professional data (education, degrees/certifications, work experience, academic background, membership in professional associations).

☐Economic, financial, and insurance data (compensation/income, investments, assets, credits, loans, guarantees, banking information, pension plans, retirements, economic data from the payslip, taxes, tax deductions, insurance, mortgages, subsidies, profits, credit history, credit cards).

☐Special data categories (ethnic or racial origin, political opinions, religious or philosophical convictions, union affiliation, genetic data, biometric data intended to unequivocally identify a natural person, health data, data related to sexual life or orientation).

☐Other (specify): …………………………...

c) Category of interested parties:

☒Homeowners/tenants.

☒Controller Distributors/Agents.

☒Clients.

☐Controller providers (consultants, assessors, professional experts).

☒Employees of the Controller's Clients.

☒Employees of the Controller.

☐Other (specify): …………………………...

d) Place of processing:

Spain.

e) Duration:

This Agreement shall have the same duration as the agreement for the Platform license. It is automatically terminated when the Platform agreement is terminated, notwithstanding certain obligations that remain applicable even after termination of the license, either out of legal and/or contractual obligation.

By means of written notification, the Controller must request that JCM return or delete all data once the service is complete. In the event of return, JCM must delete all existing copies of the Personal Data, unless the data protection legislation requires storing said data. Notwithstanding, JCM reserves the right to store duly blocked data if liability may arise.

4. Data processor obligations

4.1. The Data Processor guarantees that:They will use and process the personal data solely for the purposes set forth by the Controller, following their instructions.

They will use and process the personal data solely for the purposes set forth by the Controller, following their instructions.

If JCM detects that any of the instructions violates data protection legislation, they must immediately inform the Data Controller.

Personnel authorised to process Personal Data have expressly committed and in writing to respect confidentiality and to comply with pertinent security measures, including personal data protection training.

They shall keep accrediting documentation on compliance with the obligation established in the previous section available to the Data Controller.

They shall support the Data Controller in conduct impact assessments and consulting the Control Authority, when applicable.

They shall provide the Data Controller with all information necessary to prove compliance with obligations, as well as for audits or inspections to be conducted by the controller or another auditor authorised by the controller.

They shall process data by implementing appropriate technical and organisational measures to guarantee an appropriate level of security for risks inherent to the processing, considering the state of the art, the costs of implementation, and the type, scope, context, and purposes of data processing, as well as the likelihood and severity of the risk for the rights and freedoms of interested parties, and including, when appropriate, measures to ensure:

(i) pseudonymization and/or encryption of data;

(ii) The ability to guarantee ongoing confidentiality, integrity, availability, and resilience of processing systems and services;

(iii) the ability to restore availability and access to personal data in a timely manner in the event of a physical or technical incident; and

(iv) a process to regularly test, review, and assess the effectiveness of the technical and organisational measures to guarantee the security of processing.

They shall not share the data with third parties, unless under the express authorisation of the Processing Controller, in legally permissible cases.

4.2. Considering the nature of processing, whenever possible and using appropriate technical and organisational measures, JCM shall help the Controller to comply with their obligation to respond to requests from interested parties who are exercising their rights pursuant to data protection legislation. Specifically, if interested parties are exercising their rights to access, rectification, deletion, opposition, limitation on processing, portability of data, and to not be subject to automated decisions toward JCM, JCM shall communicate with the Data Controller by email.

The communication must be immediate, and under no circumstances later than the business day following reception of the request, along with other information that may be relevant to heed to the request.

4.3. JCM shall not internationally transfer the data without prior written authorisation from the Controller, except when it is bound to comply with data protection legislation. In this case, JCM shall notify the Data Controller of the legal requirement in question before making said international transfer, unless the legislation itself prohibits notification on grounds of public interest.

4.4. In the event of a security violation to the personal data under their charge, JCM must inform the Data Controller once made aware of the breach within a maximum of 48 hours. In turn, they must provide information on: a description of the security violation and the personal data (including, whenever possible, the number and category of affected parties), point of contact, description of the possible consequences of the violation, and measures taken or proposed to remedy the security violation. In the event that not all information can be provided in one same communication, it can be provided gradually without undue delay.

5. Data controller obligations

5.1. The Data Controller states and guarantees that:

They shall provide JCM with the personal data referenced in the second clause of this Appendix.

They shall conduct a risk analysis, if required by law, and an assessment of the impact on the protection of personal data from processing operations conducted by JCM.

They shall conduct applicable prior consultations.

Before and throughout all processing, they shall ensure JCM'S compliance with the GDPR.

They shall supervise processing, including inspections and audits.

They shall communicate any modifications to the personal data being processed to JCM.

6. Subcontracting.

6.1. JCM shall follow the conditions set forth in article 28.2 of the GDPR to hire a sub-processor, always informing the Data Controller beforehand, and establishing a sub-processor contract whose obligations must be substantially similar to those set forth in this Agreement. In any event, JCM shall be authorised to hire pertinent providers for the operation and maintenance of the Platform.

6.2. The subcontractor, who shall also act as processor, is also bound to fulfil all obligations set forth in this document for the data processor and the instructions given by the data controller. It is the initial processor's responsibility to regulate the new relationship, such that the new processor is subject to the same conditions (instructions, obligations, security measures, etc.) and with the same formal requirements, insofar as adequate processing of the personal data and the guarantee to the rights of the affected persons are concerned. In the event that the sub-processor fails to comply, the initial processor shall continue to be fully liable to the controller insofar as compliance with obligations is concerned.

7. Joint data controllers.

As of the date of this Appendix, neither JCM nor the Distributor / Sublicensee are considered joint controllers, insofar as JCM does not determine the purposes or methods of processing the personal data for the activities mentioned in this Agreement.

In the event that they both agree to confer one another said role in the future or observe that the processing in question meets joint controller requirements, they undertake to adapt this agreement and comply with the requirements in article 26 GDPR.