These terms of Service (hereinafter, the “TERMS”) govern customer’s relationship with Leanxcale, S.L. collectively (hereinafter, “LEANXCALE” or “WE”) and set forth the terms and conditions under which LEANXCALE makes available LeanXcale Cloud Service, as provided by LEANXCALE (hereinafter, the “SERVICES” or the “CLOUD SERVICES”) to each customer (hereinafter, the “CUSTOMER” or “YOU”) for an account (hereinafter, the “ACCOUNT”) to use or to access the SERVICES.

The TERMS are effective as of the date Customer checks the “I agree” box, agreeing to the terms and conditions of these TERMS (hereinafter, the “EFFECTIVE DATE”).

LEANXCALE may revise the Terms at any time without notice to you. The revised TERMS of will be effective when posted. You can review the most current TERMS at https://leanxcale/cloud-terms.

If you do not agree with any of the TERMS in the agreement, you may not register for an ACCOUNT or use the CLOUD SERVICES for which you have registered. By registering for an ACCOUNT and/or using the CLOUD SERVICES, you irrevocably agree to all of the TERMS and conditions of the agreement applicable to such activity.

“PAY-AS-YOU-GO” refers to the web-based interface where LEANXCALE and the CUSTOMER agree, indicating type of service, quantities, response time, and other features.

“PURCHASE ORDER” refers to the document where LEANXCALE and the CUSTOMER agree, indicating type of service, quantities, response time, and other features.

“CUSTOMER ORDER” refers to PAY-AS-YOU-GO or PURCHASE ORDER indistinctly in these TERMS.

“TECHNICAL SUPPORT” refers to the Maintenance and Technical Support services given to the CLOUD SERVICE.

“SLA” means to the Service Level Agreement governing the support services and maintenance that is described in detail on the “LeanXcale Cloud Services Level Agreement”.

“CONTENT” means any information that the CUSTOMER upload, share, use or make available through the CLOUD SERVICES.

“FEES” refer to all the CUSTOMERS’s payments related to the CLOUD SERVICES, that are applicable to the specific Service selected by CUSTOMER. FEES will be calculated and billed based on the specific terms as set forth in the applicable PURCHASE ORDER or the PAY-AS-YOU-GO agreement. FEES may include additional fees based on any usage that exceeds the processing and storage capacity purchased, as shall be mutually agreed by the parties in the PURCHASE ORDER or on the LEANXCALE website available at: https://www.leanxcale.com/dbaas-pricing

“CONFIDENTIAL INFORMATION” refers to property information that includes materials and all communications concerning LEANXCALE business, including but not limited to employee lists, product strategies, information security policies and procedures (and reports relating thereto), development activities, design and coding, and interfaces with a CLOUD SERVICE, and anything provided by LEANXCALE in connection with the SUPPORT SERVICES, without limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical plans and other information which by its nature can be reasonably expected to be proprietary and confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible form (including information received, stored or transmitted electronically) even though specific designation as CONFIDENTIAL INFORMATION has not been made. CONFIDENTIAL INFORMATION also includes any notes, summaries, analyses of the foregoing that are prepared by the receiving party.

“CUSTOMER AGREEMENT” In order to use CLOUD SERVICES, you must first register for one or more ACCOUNTs for such CLOUD SERVICES. By creating the ACCOUNT, you are responsible for maintaining the security of your ACCOUNT (including, but not limited to, login credentials, security-keys and the correct configuration of access control lists), and you are fully responsible for all activities that occur under your ACCOUNT, and any other actions taken in connection with your ACCOUNT. You agree to immediately notify LEANXCALE of any unauthorized use of your ACCOUNT, or any other breaches of security of which you become aware. LEANXCALE will have no liability for any acts or omissions on your part, including any damages of any kind incurred as a result of such acts or omissions. You may not register multiple accounts to simulate or act as a single account or otherwise access CLOUD SERVICES in a manner intended to avoid incurring FEES. Your ACCOUNT will be your main point of contact for the CLOUD SERVICES. Any notifications regarding a CLOUD SERVICES will be sent to the email address registered with your ACCOUNT.

By checking the click-box that indicates acceptance of the TERMS or by using the SERVICES CUSTOMER is agreeing to follow and be bound by the TERMS. CUSTOMER agrees that it is entering the TERMS on behalf of a legal entity only, and not as an individual person. CUSTOMER represents and warrants that: (i) You have full legal authority to bind CUSTOMER to the TERMS;

(ii) you have read and understand the TERMS;

(iii) you agree, on behalf of CUSTOMER, to the TERMS. If you do not have the legal authority to bind CUSTOMER, please do not check the click-box to accept the TERMS. If CUSTOMER does not accept the TERMS, then it cannot use the SERVICES. As part of the SERVICES we may be required to collect, access and/or process certain information of you. For information on how we collect, use and share personal data, please see our PRIVACY POLICY, available at: https://www.leanxcale.com/privacy

Subject to the terms and conditions of the TERMS, LEANXCALE shall provide you with our database as a service technology to enable you to access and use your database with greater efficiency and connectivity while LEANXCALE manages and operates the database for you in accordance with the TERMS. LEANXCALE CLOUD SERVICES could include the following features according to the CUSTOMER ORDER description.

As we strive to provide you with the highest quality of CLOUD SERVICES, we use our best efforts to use the highest industry standards, including security. We have invested considerable effort in designing and implementing all of our system components in a way which is conducive to the highest level of security in accordance with industry standards.

LEANXCALE provides TECHNICAL SUPPORT to customers wishing to use our expert support services in connection with their use of the SERVICES. The SLA we currently offer with respect to the SERVICES is available at: https://leanxcale.com/cloud-sla LEANXCALE shall use its best commercial efforts to provide CUSTOMER with the SERVICES in accordance with the TERMS. However, LEANXCALE reserves the right to suspend CUSTOMER’s access to the services:

(i) For scheduled maintenance where we have provided you with prior notice of such scheduled maintenance; or

(ii) in the event CUSTOMER is in breach of the TERMS, (including, among others, failure to pay the FEES).

CUSTOMER acknowledges and agrees that LEANXCALE is using the services and/or products of third party partners or service providers to facilitate provisioning the SERVICES to YOU. As such, certain warranties and obligations, including with respect to the SLA, shall be limited to the same warranties as are extended to LEANXCALE by such third-party partners and/or sub-contract.

LEANXCALE does not operate in the territories that are sanctioned by the U.S.(hereinafter, the 'Territories'). Consequently, if the CUSTUMER is a resident or provides services in some of these Territories, unfortunately we will not be able to grant the License.

In the event that the LEANXCALE detects that the CUSTUMER operates within the Territories may withdraw the License and terminate the Services without entitlement to any indemnity or compensation for the CUSTOMER.

TECHNICAL SUPPORT are provided to YOU solely for Your internal use and are subject to limitations described on this section. In addition, YOU agree not to:

(i) Use the TECHNICAL SUPPORT to supply any consulting, support or training services regarding any CLOUD SERVICES to any third party;

(ii) use TECHNICAL SUPPORT to obtain support for any use of any software that is offered as a service by any third party. TECHNICAL SUPPORT shall only assist with queries regarding the installation, configuration, faults, or problems concerning the CLOUD SERVICES.

CLOUD SERVICES problems can be reported via email to support@leanxcale.com Our dedicated TECHNICAL SUPPORT team will analyze each issue and assign a critical level, with a maximum response defined in the CUSTOMER ORDER (section Cloud Services, response time).

TECHNICAL SUPPORT shall only be provided in two languages, English and Spanish; LEANXCALE and the CUSTOMER agree to and declare themselves to be satisfied by this arrangement. Those using Technical Support shall provide the following information when making queries:

(i) User ID;

(ii) CUSTOMER ORDER ID;

(iii) a clear and specific description of the problem or query.

To confirm the inclusion of the following services in the technical support, please refer to the SLA:

(i) The services provided by the LEANXCALE or the authorized CUSTOMER through courses and consultancy are explicitly excluded from the TECHNICAL SUPPORT;

(ii) multi-zone AWS/CGP deployment (section Cloud Services, AWS/GCP deployment, quantity) and (section Cloud Services, AWS deployment, type of server);

(iii) high Availability (section Cloud Services, AWS/GCP HA);

(iv) 24x7 monitoring (section Cloud Services, 24x7 monitoring);

(v) support Services response time (section Cloud Services, response time);

(vi) other features (section Cloud Services, other features);

(vii) the correction of mistakes that may be attributed to a manipulation of the SERVICES personnel not authorized by the CUSTOMER, or the necessary tasks to re-establish the previous situation derived from incorrect operations by the CUSTOMER, causing losses, destruction and/or disruption of programs and/or data;

(viii) the SERVICES adaptation to the specific circumstances of each CUSTOMER;

(ix) the repairs of the damages caused by computer viruses or faults in other software not related to this SERVICES;

(x) travel expenses accumulated by the TECHNICAL SUPPORT.

YOU have the right and authority to grant to LEANXCALE all of the licenses and rights set forth hereunder. By uploading, sharing or using the CONTENT, you grant LEANXCALE a worldwide, limited, royalty-free, non-exclusive, sub-licensable license to use, reproduce, modify, adapt, publicly display, and transmit the CONTENT solely for the purpose of carrying out the SERVICES in accordance with the TERMS.

In connection with the SERVICES CUSTOMER hereby warrants and represents that it shall not upload, share, use or provide LEANXCALE any CONTENT which is:

(i) Infringing on a third party’s privacy or includes, copies or transmits another’s confidential, sensitive or personal information not in accordance with applicable law;

(ii) illegal, harmful, fraudulent, infringing third party rights, including intellectual property rights;

(iii) unauthorized, or for which you do not have the right and authority to share and/or grant the necessary rights and licenses for;

(iv) contains harmful code or any other malicious program;

(v) violates or promotes the violation of any applicable laws or regulations.

CUSTOMER acknowledges and agrees that LEANXCALE shall have the right to retain certain information and/or CONTENT for archival purposes, including, among others, for billing purposes, legal requirements or disaster recovery purposes. LEANXCALE shall use its best commercial efforts to retain such archival copies only for period that is legitimately required.

CUSTOMER agrees that while LEANXCALE makes its best efforts to maintain an up to date back-up of the CONTENT, LEANXCALE does not guarantee to hold the latest version at the time of technical failure or data corruption. In such event of technical failure or data corruption, LEANXCALE shall work towards restoring such CONTENT from the last known good archival version of the CONTENT which LEANXCALE possess.

Without derogating the foregoing, LEANXCALE has no obligation to monitor the SERVICES or screen the CONTENT that is shared on or through the SERVICES.

However, LEANXCALE reserves the right to review the SERVICES and CONTENT and to monitor all use of and activity on the SERVICES, and to remove or choose not to make available on or through the SERVICES any CONTENT in its sole discretion. LEANXCALE may remove CONTENT that might be illegal or might infringe the rights of a third party. The CUSTOMER must provide the LEANXCALE with all the information as well as the necessary permits to perform the review the SERVICES and CONTENT.

CUSTOMER is solely responsible for its Applications, Projects, and Customer Data and for assuring that its Applications, Projects, and Customer Data comply with the LEANXCALE Private Policy (hereinafter, “PRIVATE POLICY”). LEAXCALE reserves the right to review the Application, Project, and Customer Data for compliance with the PRIVATE POLICY. CUSTOMER is responsible for ensuring all Customer End Users comply with Customer's obligations under the PRIVATE POLICY, the TERMS, and the restrictions in Section III.III below.

CUSTOMER will obtain and maintain any required consents necessary to permit the processing of Customer Data under this TERMS.

CUSTOMER will not, and will not allow third parties under its control to:

(i) Copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services (except to the extent such restriction is expressly prohibited by applicable law);

(ii) use the Services for High Risk Activities;

(iii) sublicense, resell, or distribute any or all of the Services separate from any integrated Application;

(iv) create multiple Applications, Accounts, or Projects to simulate or act as a single Application, Account, or Project (respectively) or otherwise access the Services in a manner intended to avoid incurring FEES or exceed usage limits or quotas; or

(v) disclose results of any SERVICE benchmark tests without LEANXCALE’s prior written consent;

(I) MONTHLY UPDATES: LEANXCALE may update the software of the SERVICE used in the provision every month. These updates may include but are not limited to, performance improvements, security patches, bug fixes, and the addition of new features.

(II) NOTIFICATION: LEANXCALE will provide the CUSTOMER with a notice of the scheduled update at least seven (7) days in advance by email or in the console. This notice will include the expected date and time of the update, along with a summary of the changes being implemented.

(III) DOWNTIME AND MAINTENANCE WINDOWS: The CUSTOMER acknowledges and agrees that the implementation of software updates may require temporary downtime or limited access. The LEANXCALE will endeavor to schedule updates during off-peak hours to minimize disruption to the User's operations.

(IV) USER RESPONSIBILITIES: The CUSTOMER is responsible for ensuring that their data and applications are adequately backed up before the scheduled update. LEANXCALE shall not be liable for any data loss or corruption occurring as a result of the CUSTOMER's failure to perform necessary backups.

(V) OPT-OUT OPTION: If the CUSTOMER wishes to defer a scheduled update, they must notify LEANXCALE at least three (3) days before the scheduled update. The Service Provider will evaluate the request and, if possible, reschedule the update. However, all the critical security updates may not be deferred.

(VI) POST-UPDATE SUPPORT: Following the update, LEANXCALE will provide support to address any issues arising directly from the software update. CUSTOMERS are encouraged to report any such issues promptly to ensure they are resolved promptly.

By agreeing to this Cloud Service User Agreement, the CUSTOMER consents to the periodic updating of the SERVICE as described herein. LEANXCALE reserves the right to modify the update schedule or process as necessary to maintain the security and functionality of the SERVICE.

CUSTOMER agrees that all PURCHASE ORDERS are subject to the terms and conditions of the TERMS. PURCHASE ORDERS are subject to the acceptance of LEANXCALE. All PURCHASE ORDERS are non-refundable and non-cancellable.

CUSTOMER’s use SERVICES is subject to the full and timely payment of FEES identified on the LEANXCALE website interface and/or SERVICES that are applicable to the specific service selected by CUSTOMERS Fees will be calculated and billed based on the specific terms as set forth in the applicable PURCHASE ORDER.

If your billing information and the payment source you have provided while registering for the SERVICES is invalid, if charges billed to you are declined or not paid or if you fail to pay the FEES when due, your account may be suspended or cancelled, at LEANXCALE sole discretion.

CUSTOMER is responsible for any taxes applicable to the FEES, and CUSTOMER will pay LEANXCALE for the SERVICES without any reduction for any taxes, including, among others, VAT or sales taxes. If LEANXCALE is required to collect or pay taxes, the taxes will be invoiced to CUSTOMER, unless CUSTOMER provides LEANXCALE with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. If required under applicable law, CUSTOMER will provide LEANXCALE with applicable tax identification information that LEANXCALE may require to ensure its compliance with applicable tax regulations and authorities in applicable jurisdictions. CUSTOMER will be liable to pay (or reimburse LEANXCALE for) any taxes, interest, penalties or fines arising out of any mis-declaration by the CUSTOMER.

Any invoice disputes must be submitted prior to the payment due date. If the parties determine that certain billing inaccuracies are attributable to LEANXCALE, LEANXCALE will issue a corrected invoice, specifying the correct amount of FEES in the affected invoice. CUSTOMER will be responsible for paying the resulting net balance due on that corrected invoice. To the fullest extent permitted by law. Refunds (if any) are at the discretion of LEANXCALE and will only be in the form of credit for the SERVICES. LEANXCALE may use a third-party payment services to process the FEES. LEANXCALE may change them from time to time. CUSTOMER consents to the use of such service and to the transfer of CUSTOMERS’ credit card details or any needed information to such third-party processor. In the case that LEANXCALE switches to another payment processor, the CUSTOMER may be required to update billing details manually. CUSTOMER agrees to be bound by any separate terms applicable to the processing service. CUSTOMER will be charged automatically for CUSTOMER ORDER of the SERVICES and subsequent consumption.

Late payments may bear interest at the rate of 2% per month (or the highest rate permitted by applicable law, if less) from the payment due date until paid in full. CUSTOMER will be responsible for all reasonable expenses (including attorneys’ fees) incurred by LEANXCALE in collecting such late payments amounts. If CUSTOMER is late on payment for the SERVICES, LEANXCALE may suspend the SERVICES or terminate the Agreement.

Both parties acknowledge that, in the course of performing these TERMS, they may obtain information relating to products (such as goods, services, and software) of the other party, or relating to the parties themselves, which is of a confidential and proprietary nature.

The parties shall at all times, both during the period of these TERMS and thereafter keep in trust and confidence all CONFIDENTIAL INFORMATION of the other party using commercially reasonable care (but in no event less than the same degree of care that the receiving party uses to protect its own Confidential Information) and shall not use such CONFIDENTIAL INFORMATION other than as necessary to carry out its duties under these TERMS, nor shall either party disclose any such CONFIDENTIAL INFORMATION to third parties other than to affiliates or as necessary to carry out its duties under these TERMS without the other party’s prior written consent, provided that each party shall be allowed to disclose CONFIDENTIAL INFORMATION of the other party to the extent that such disclosure is approved in writing by such other party, or necessary to enforce its rights under these TERMS.

The obligations of confidentiality shall not apply to information which

(i) Has entered into the public domain or is otherwise publicly available, except where such public appearance or availability is the result of a party’s breach of these TERMS;

(ii) prior to disclosure hereunder was already in the receiving party’s possession without restriction as evidenced by appropriate documentation;

(iii) subsequent to disclosure hereunder is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose such information; or

(iv) was developed by the receiving party without any use of any of the CONFIDENTIAL INFORMATION as evidenced by appropriate documentation.

Notwithstanding anything to the contrary herein, each party may disclose the other party’s CONFIDENTIAL INFORMATION in order to comply with applicable law and/or an order from a court or other governmental body of competent jurisdiction, and, in connection with compliance with such an order only, if such party:

(i) Unless prohibited by law, gives the other party prior written notice to such disclosure if the time between that order and such disclosure reasonably permits or, if time does not permit, gives the other party written notice of such disclosure promptly after complying with that order; and

(ii) fully cooperates with the other party, at the other party’s cost and expense, in seeking a protective order, or confidential treatment, or taking other measures to oppose or limit such disclosure. Each party must not release any more of the other party’s CONFIDENTIAL INFORMATION than is, in the opinion of its counsel, reasonably necessary to comply with an applicable order.

LEANXCALE and CUSTOMER each represents and warrants that they have the right, power, and authority to enter into the TERMS and perform their respective obligations hereunder and it will comply with all laws and regulations applicable to its provision, or use, of the SERVICES, as applicable.

CUSTOMER agrees that LEANXCALE has made no express warranties to it regarding the services and that the services are being provided to customer on an “AS IS” and “AS AVAILABLE” basis without warranty of any kind. LEANXCALE disclaims all warranties with regard to the SERVICES; express or implied; including; without limitation; any implied warranties of fitness for a particular purpose; be timely or secure, merchantability; quality or non-infringement of third-party rights. LEANXCALE does not warrant that the services will operate uninterrupted or error free, or that all errors will be corrected, except as expressly provided hereunder.

Except as expressly provided for in these TERMS, to the maximum extent permitted by applicable law, LEANXCALE makes no warranties or representations that the services have been and will be provided with due skill, care and diligence and assumes no responsibility or liability for:

(i) Any unauthorized access to or use of our servers and/or any and all content stored therein;

(ii) any interruption or cessation of transmission to or from the services;

(iii) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the services through the actions of any third party; and/or

(iv) any loss of your data or content from the SERVICES; customer will not have the right to make or pass on any representation or warranty on behalf of LEANXCALE to any third party, since some states and jurisdictions do not allow limitations on implied warranties, the foregoing limitations may not apply to you. in that event, such warranties are limited to the maximum extent permitted by, and for the minimum warranty period allowed by the mandatory applicable law.

To the extent permissible under applicable law and other than in connection with LEANXCALE willful misconduct or fraud, in no event will LEANXCALE be liable to CUSTOMER for any loss of use; loss of data, interruption of business; or any indirect; special; incidental; or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract; tort (including negligence); strict product liability or otherwise; even if LEANXCALE has been advised of the possibility of such damages.

LEANXCALE SHALL NOT BE LIABLE FOR any loss, damage, or CORRUPTION of any data or CONTENT under any circumstances or for any consequences related to changes, restrictions, suspensions, or termination of the SERVICES or the TERMS. These limitations will apply to CUSTOMER even if the remedies fail of their essential purpose.

Other than in connection with LEANXCALE’s willful misconduct or fraud, in no event shall the total cumulative liability of LEANXCALE’s, for all claims arising out of or relating to the TERMS, exceed the lower of:

(i) Total amounts actually paid by CUSTOMER to LEANXCALE during a 6 month-term preceding the date of such liability; or

(ii) US$ 10,000. The foregoing provision limiting the liability of LEANXCALE shall apply regardless of the form or cause of action, whether in contract or tort, or a breach of a fundamental term or condition.

LEANXCALE may choose to stop, suspend or modify the SERVICES (or any portion of it) and SERVICES’ features at any time without prior notice.

YOU will, at Your expense

(i) Defend, or at Your option settle, but subject to LEANXCALE prior written consent, not to be unreasonably withheld, a claim brought against LEANXCALE, its contractors, suppliers, licensors, and or respective directors, officers, employees and agents, arising out of or related to Your use of the CLOUD SERVICES or the applicable TECHNICAL SUPPORT, including, without limitation, Your breach of these TERMS; and

(ii) indemnify LEANXCALE against and pay (1) any settlement of such claim or (2) any damages finally awarded to such third party by a court of competent jurisdiction as the result of such claim.

All intellectual property rights in the CLOUD SERVICES and user documentation are owned by LEANXCALE or its suppliers and are protected by law, including but not limited to copyright, trade secret, and trademark law, as well as other applicable laws and international treaty provisions. The structure, organization and code are the valuable trade secrets and confidential information of LEANXCALE and its suppliers. YOU shall not remove any product identification, copyright notices or proprietary restrictions.

Except as expressly set forth in the TERMS, these TERMS do not grant either party’s any rights, implied or otherwise, to the other´s content or any of the other´s intellectual Property.

When rendering the SERVICES, LEANXCALE will comply with the PRIVATE POLICY, which is available at https://www.leanxcale.com/privacy and incorporated herein by reference. PRIVATE POLICY is subject to amendments at LEANXSACLE´s discretion; however, LEANXCALE amendments will not result in a material reduction in the level of protection provided for Your personal data provided as part on the CONTENT during the SERVICES.

LEANXCALE´s Data Processing Agreement for LEANXCALE Cloud Service (the “Data Processing Agreement”), which is available https://www.leanxcale.com/privacy and incorporate herein by reference, describes the parties’ respective roles for the processing and control of Personal Data that You provide to LEANXCALE as part of the CLOUD SERVICES. LEANXCALE will act as a data processor and will act on Your instruction concerning the treatment of Your Personal Data residing in the SERVICES environment, as specified in this Agreement, the Data Processing Agreement and the applicable CUSTOMER ORDER. You agree to provide any notices and obtain any consents related to Your use of the Services and LEANXCALE’s provision of the SERVICES, including those related to the collection, use, processing, transfer and disclosure of Personal Data.

The SERVICES specifications applicable to CUSTOMER ORDER define the administrative, physical, technical and other safeguards applied to CONTENT residing in the SERVICES environment and describe other aspects of system management applicable to the SERVICES. You are responsible for any security vulnerabilities, and the consequences of such vulnerabilities, arising from CONTENT, including any viruses, Trojan horses, worms or other programming routines contained in CONTENT that could limit or harm the functionality of a computer or that could damage, intercept or expropriate data.

You may terminate the SERVICES at any time by canceling your ACCOUNT with the CLOUD SERVICE. Termination of the SERVICES shall not release you from any obligations undertaken by YOU under these TERMS, or from any obligations to pay LEANXCALE for any outstanding FEES. YOU will not receive any refunds by canceling your ACCOUNT.

LEANXCALE may terminate your access to all or any part of a CLOUD SERVICES at any time, with or without cause, with or without notice, effective immediately. You agree that LEANXCALE will not be liable to YOU or any third party for any such termination. Upon expiration or termination of the SERVICES.

(i) The rights granted by one part to the other will immediately cease;

(ii) YOU shall have no further right to access or use the CLOUD SERVICE and YOU will delete the CONTENT (YOU will have five days to download the CONTENT from the database since the expiration or termination of the SERVICES); and

(iii) your payment obligations will survive such expiration or termination of the SERVICES. Any outstanding fees shall become immediately due and payable upon expiration or termination of the SERVICES for any reason and will be billed to YOU or withdrawn from your registered credit card.

The TERMS and the rights and obligations deriving therefrom will be governed by the provisions of the laws of Spain in force at the acceptance of the TERMS.

Any dispute, conflict and/or discrepancy that may arise or related in some way to the TERMS will be exclusively resolved by the Arbitration Court of Madrid (Spain), for any kind of arbitration or dispute regarding the TERM. You expressly renounce to your own Jurisdiction.

LEANXCALE and YOU expressly accept this clause and agree to submit to the court and to comply entirely with the provisions of the decision putting an end to the conflict.

The parties hereto confirm that it is their wish that these TERMS as well as other documents relating hereto have been and shall be drawn up in English only. This English version shall be valid and enforceable between the parties and both of them understand entirely any and all of its clauses.

YOU agree that the LEANXCALE and his authorized Partners may use Your name and logo in possible investors’ communications, advertisements, other promotional material and the LEANXCALE website and social networks.

In consequence, YOU grant LEANXCALE and his authorized Partners a worldwide, limited, royalty-free, non-exclusive, sub-licensable license to use, reproduce Your name and logo solely for the objectives specified in the foregoing paragraph.

The CUSTOMER may not assign, transfer, or otherwise dispose of these TERMS or any of its rights, interest, or obligations hereunder without LEANXCALE’s prior written consent. LEANXCALE may transfer or assign the TERMS to:

(i) An affiliate of LEANXCALE;

(ii) an acquirer of all or substantially all of the shares or assets of such party through change of control event;

(iii) a third party as long as the third party can provide the services under the same conditions as LEANXCALE.

All notices and communications hereunder shall be in writing and shall be served by at least one of the following: (1) personal service; (2) registered or certified mail at the address of the receiving party set forth in the TERMS or relevant CUSTOMER ORDER (or at such different address as may be designated by such party by written notice to the other party); (3) electronic mail with electronic confirmation and followed immediately by (1) and/or (2).

We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. These TERMS do not create any third-party beneficiary rights in any individual or entity that is not a party to the TERMS. Our failure to enforce any provision of the TERMS will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time.

These TERMS (including any addendum or amendment to these TERMS included, the SLA and the PURCACHASE ORDER) is the final, complete and exclusive statement of the entire agreement between the LEANXCALE and you relating to the SERVICE. These TERMS supersede any prior and contemporaneous proposals, purchase orders, advertisements, and all other communications in relation to the subject matter of these TERMS, whether oral or written. No terms or conditions, other than those contained in these TERMS, and no other understanding or agreement which in any way modifies these terms and conditions, shall be binding upon the parties unless entered into in writing executed between the parties, or by other non-oral manner of agreement whereby the parties objectively and definitively act in a manner to be bound. Employees, agents and other representatives of the CUSTOMER are not permitted to modify these TERMS. Appendixes of this document will be incorporated and considered as part of the TERMS.

Likewise, both parties agree that, in case any clause and/or mention of this Agreement was declared null or annullable by a competent person or entity to do so in accordance with the applicable legislation in force at each moment, and as long as these clauses are not of an essential nature for the present agreement, the rest of the clauses and provisions of the present Agreement will remain in force and will be applicable in the terms established in this agreement.