Graphext User License Agreement

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GRAPHEXT INC (hereinafter "Graphext") owns all rights , including copyright, intellectual, industrial, commercial exploitation or any other type of the Graphext software platform whose license is in the interest of the User (hereinafter, the "Software") and therefore reserves the powers of reproduction, public communication, distribution, import, translation and any transformation of said technologies, by any means or known or to be known.

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Index

Stipulations

1.         Object of the Contract: Grant and Scope of the License

2.        Technical Specifications of the Software

3.        Obligations of the Parties

4.        Limited Warranty

5.        Limitation of liability and Exclusion / Limitation of Resources and Damages

6 .       Export Control

7.         User Acceptance

8.        Modifications

9.        Duration and termination

10.     Software Ownership

11.       Protection, Security and Data Integrity

12.      Price and Payment

13.      Confidentiality

14.      Treatment of Personal Data

15.       Damages to Third Parties

16.       Notifications

17.        Assignment of the Contract

18.       Modifications of the Contract

19.        Jurisdiction and Applicable Law

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Contract for use of the software

The identifying data of Graphext are the following:

GRAPHEXT INC SUCURSAL EN ESPAÑA with address at Calle de Arlabán 7, Oficina 51 28014 Madrid Madrid Spain NIF: ESW0279624A.

info@graphext.com

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All of this, in accordance with the following

Stipulations

1. Object of the Contract: Granting and scope of the license

1.1. The purpose of this License Agreement (hereinafter, the “Contract”) is to the user knows the rules that govern their relationship with Graphext. This Agreement constitutes a binding legal agreement between the user of the license (hereinafter, the "User") and Graphext, as well as other entities that are part of the contractual relationship. This document regulates the conditions of use of the Software and its express acceptance is necessary for the implementation of the service.

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1.2. Through this Agreement, Graphext grants the User a non-exclusive and non-transferable end-user license right for the period of time stipulated in this Agreement (unless this Agreement is terminated in accordance with the provisions of the Stipulation Ninth) to access and use the Software in the terms described throughout this Agreement.  

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1.3. By accessing, copying, downloading or performing any other action with the Software, the User accepts the terms of this License Agreement. In case the User does not accept the conditions of this Contract, he will not copy, download, access, or use the Software.

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1.4. Graphext affirms and acknowledges that it is the sole owner worldwide of all the rights (whether intellectual, industrial, of exploitation or of any other type) of the Software and that, therefore, it has the capacity to grant its license to the User in the terms included in this Contract.

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1.5. The license granted for the use and access to the Software may comprise one or more of the following services and modalities, depending on the license that the User has acquired:

    1.5.1 Free Services - One (1) "Graphext Public License": Consisting of a license for use and Access to the Software in a free and limited way of the Software, through access through the Graphext servers that will allow the use and access to the Software for free, in the terms that They are described below:

- Account creation will be free.

- The use of the Software will be limited to four thousand (4,000) rows processed per project.

- The use of the Software will be limited to the invitation of three (3) members per shared team.

- The use of the Software will be limited to the creation of four (4) projects per account.

Free Services exclude Services offered as Purchased Services. Customer agrees that Graphext, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that Graphext will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Content from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if Graphext terminates Customer’s account, except as required by law, Graphext will provide Customer a reasonable opportunity to retrieve Customer Content.‍

2. Technical Specifications of the Software

2.1. The Software is designed and prepared to operate on a computer system that complies with certain technical specifications. In this sense, the User accepts that the Software has not been previously tested in its network environment, so the User assumes full responsibility for any compatibility problem that arises due to changes imposed by the User in said network environment.

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3. Obligations of the Parties

3.1. The license to use the Software that is the object of this Contract obliges the Parties to assume the following obligations:

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Graphext's Obligations

- Provide the User with access to the Software, on the date and under the conditions described in this Contract with the characteristics and Availability necessary for the User to be able to use it without more limitations than those contained in this License Grant Agreement or those established by current regulations or the functionality of the Software itself.

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Obligations of the User

Essentially, the following obligations are established:

- Use the Software object of the license according to its own use, prohibiting its use for different purposes and, especially, for any use that implies violation of national security regulations of any State, violation of the rights of third parties, or cause of any damage to the State, or to the privacy or honor of third parties.

- Not to transfer, transmit or deliver by any title, totally or partially, the Software object of this Contract to third parties.

- Not to modify or totally or partially alter the Software object of the Contract, nor its codes, accessories or elements, except with the express permission of Graphext.

- Do not publish by any means the technology object of the Contract, or any derived from it, nor deposit the technology in any public or private storage network to which any third party outside the User may have access, even theoretical. The User may only store or use the technology object of the Contract in the User's own computer equipment and their own internal networks (or private clouds), being responsible for any leaks to third parties of the technology. This without prejudice to being able to make public the inferences and results obtained through the use of the Software.

- Establish the necessary computer security measures to prevent theft and theft of credentials and / or illegitimate access to the Software.

- Inform Graphext, at its request, of the degree of compliance with the obligations subscribed in this Contract, with sufficient detail in each case to allow the correct evaluation and monitoring of compliance.

- Graphext technologies are designed in such a way that they work with the latest technological requirements for hardware, software and communications, which are mostly accepted by the market as standards, so the User must keep their installation adapted to the technological evolution of computer systems: new versions of operating systems, hardware requirements, updating of third-party software applications related to the operation of Graphext technologies, Internet bandwidth, etc. The User will also be responsible for the maintenance of the electrical installation to supply the equipment.

- The User will be solely responsible for the costs caused by the copying and installation of the technologies.

- The User may not reverse engineer, decompile, or disassemble all or part of the Software.

- The User will refrain from deleting, modifying or altering in any other way the mention of the reservation of rights in favor of Graphext, as well as, among others, the name, logo or brand that identifies the latter entity in all the documentation that is provided in any medium in the context of this Agreement.

- The User must notify Graphext of any possible infringement of Graphext's rights as soon as they become aware of it, with Graphext being the sole beneficiary of any compensation that may be awarded under any procedure.

- The User may not create telematic "links" with the services described in this Agreement, beyond the functionalities enabled in the Software, or adapt or duplicate any content of the technologies on any other server or wireless device that is not their property. direct; You will also not be able to access the product or services object of this Contract in order to create a competitive technology, product or service, or create a product using ideas, characteristics, functions or graphics similar to those of the technologies and services provided in it.

- The User may not reproduce, transform, modify, translate, lease, rent, loan, sublicense, adapt, create derivative works or make versions of the technologies in whole or in part, including the Software and / or any documentation or material that accompanies technologies, except with prior express authorization from Graphext.

- The User may not make copies of the technologies or any part thereof except in the event that such copy is necessary for the normal use of the Software in accordance with this Agreement or as a backup copy of the Software.

- The User will be responsible for all the rights, the ownership and the interests on any data that he introduces in the Software and for those obtained with the use of technologies, and will be exclusively responsible for the use, legality, veracity, integrity, accuracy or quality of all this User data.

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4. Limited Warranty

4.1. Graphext guarantees that you are empowered and / or authorized to grant this License.

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4.2. The User assumes any damages, and / or costs that may arise from incompatibilities between the technologies or their updates and the Software owned by third-party companies that the User may have installed on their systems, as well as other problems that may arise from the interaction. between programs or by matching code strings.

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4.3. To the extent that applicable law allows, Graphext does not guarantee or guarantee the error-free operation of the Software, or that it meets the requirements of the User, or that its operation will be carried out without interruptions or errors, or that they will be correct defects in the Software.

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4.4. The User accepts that he is solely responsible for the suitability of the Software and any data entered, generated or processed by the Software for the purposes provided by it, and will defend and exempt Graphext from any responsibility, as well as its managers and employees. , before any claims, demands or lawsuits by third parties based on any lack of suitability of the Software that the User is using or on any data entered and / or generated by the Software that the User is using.

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4.5. Graphext is not responsible for the use that the User may give to the technology, implicitly assuming the legal, ethical use and always within the competence of the User.

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4.6. The technological changes related to the operation of the technology caused by: modifications in the operation or security policies of the service, the owners of the service or the cybersecurity manufacturers, as well as others that affect the Internet itself, cannot be attributed to Graphext, trying this company within the measure of its possibilities to solve these technological changes.

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4.7. The limited warranty established in this fourth stipulation is the only warranty made by Graphext, and the limited judicial remedies set forth in this fourth stipulation refer to the remedies that the User may only and exclusively file against Graphext or its suppliers for breach of the warranty.

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4.8. Graphext and its suppliers do not guarantee and cannot guarantee the performance or the results that you may obtain when using the Software with the exception of the previous limited guarantee, excludes, to the extent that applicable law allows, all other express or implicit guarantees, whether derived from the law of customary law, custom, use or any other source.

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4.9. To the extent permitted by applicable law, Graphext and its suppliers exclude any other warranties and conditions, whether express or implied, including, inter alia, implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, content or precision in terms information, peaceful enjoyment, ownership and non-violation, error-free operation, with respect to the Software and the provision or non-provision of support services. If applicable law does not allow Graphext's exclusion of implied warranties notwithstanding this Agreement, then any implied warranties or endorsements or conditions will be valid for the term of the limited warranty and will be limited as much as permitted applicable law.

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This limited warranty is the only warranty provided by Graphext and its licensors that is expressly disclaimed with respect to any other warranties and conditions, express or implied, (whether established by law or otherwise), including, but not limited to, but not limited to the guarantees regarding the commercialization, quality and suitability for a specific purpose of the Software and accompanying documents. Likewise, no guarantee is given against any impediment to the customer's right to enjoy the Software, or against the infringement of the property rights of third parties that this Software may cause.

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4.10. Additionally, no verbal or written information made by Graphext, or an authorized representative will create an obligation or guarantee.

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5. Limitation of Liability and Exclusion Limitation of Resources and Damage

The User acknowledges that the Software has not been developed to respond to any individual requirements that the User may have, and that it is their responsibility to guarantee that the characteristics and operational capacity of the Software respond to your requirements before purchasing and using the Software.

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5.1. The Software is provided as is, not accepting claims for supposed specifications that the technology should meet. Specifically, Graphext will not be bound by the commitments or promises made by people outside your company, nor by erroneous expectations regarding the functionality of the technologies.

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5.2. In any case, Graphext is not responsible in any way, with any person or entity, for any damage allegedly caused by the use or non-use of technologies, both directly and indirectly, due to operational errors or damage caused by causes of " Events beyond our control ”(as defined in the Fifteenth Stipulation) or for the breach of the obligations of all Users, including, but not limited to: the good condition of the computer system and the electrical supply installation, the control of the access to technology in order to avoid manipulation by unauthorized or inexperienced persons, the hiring of periodic maintenance services for hardware and software, the prevention of viruses and defective programs installed on the same hard drive, work interruptions, losses economic or expected loss of profits as a result of the use of technologies, to yes as any other preventive measure of reasonable application.

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5.3. The User knows and accepts that, due to the modifications made by viruses on the files they infect, it is possible that the disinfection process may introduce unexpected changes in these files.

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5.4. In no event will Graphext or any of its licensors, managers, managers, employees or companies related to any of the foregoing be liable to the licensee for any consequential, incidental, indirect or special damages or direct business losses, of profits or income, whether foreseeable or unpredictable, derived from the use of the Software or the documents that accompany it, where appropriate, or the impossibility of such use, regardless of the origin of the claim (whether contract, negligence or crime , law or any other circumstance) even if Graphext or any of its representatives have been warned of the possibility of such damage.

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5.5. Graphext's total liability to the User for any cause not excluded by the previous stipulation (whether it originates from a contract, negligence or crime, law or any other circumstance) will not exceed the amount paid for access to the Software that caused the damage. . The Parties agree that this stipulation of limitation of damages will be met independently, and will remain in force even in the event of suitability of any guarantee offered.

In the event that the applicable jurisdiction does not allow the exclusion or limitation of liability for consequential or incidental damages, the conditions set forth in this stipulation may not apply.

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5.6. In the event that the User intends to claim compensation from Graphext for any reason, to the extent that applicable law allows, he may only claim compensation for direct loss (as detailed in the following paragraph ) and only equivalent to the amount you would have paid for access to the Software during the current license period (free).

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5.7 To the extent that applicable law allows it, under no circumstances will Graphext be liable to the User for any other damages, whether under a contract, for an unlawful act (including fraud), breach of a legal duty, or in any other way, derived from or in connection with this contract, or derived from the use or improper use of the Software. These other damages (whether direct, greater than the amount set in the previous paragraph, or indirect) may include, among others:

- loss of profits, sales, business or income;

- business suspension;

- loss of early savings;

- loss or corruption of data or information;

- loss of business opportunities, goodwill or reputation; or

- any loss, damage, cost, charge or expense of a special, indirect, resulting or merely economic nature.

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Whether or not it was reasonably foreseeable, and even having warned the User of the possibility that such loss or type of loss could be incurred, or if the repair, replacement of access to or the refund for the Software did not fully compensate any losses that the User may have suffered.

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5.8. This Agreement sets forth the full scope of Graphext's obligations and responsibilities in connection therewith. Unless this Agreement expressly states otherwise, there are no conditions, guarantees, declarations or other terms, express or implicit, legal or of any other kind, that are binding for Graphext. Any condition, guarantee, declaration or other term related to access to the Software, as a service, that could be implicit or be incorporated in another way to the present Contract, either by law, customary Law or in any other way, will be subject to exclusion up to where allowed by law.

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6. Export control

6.1. The User may not use, or export or re-export, the Software, except in the manner permitted by Spanish law. In particular, but without being limited to it, the Software may not be exported or re-exported to any country, person or entity that is being seized or is subject to restriction by Spain or the European Union, without counting for this with the relevant export licenses.  

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6.2. By using the Software, the User declares and guarantees that they are not in one of these countries. The User also agrees to use the Software without any purpose prohibited by Spanish and European legislation.

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7. User Acceptance

7.1. Through this Agreement, the User accepts and assumes that the technologies have been licensed for their own use in their activities under all the conditions established herein, and with the limitations imposed. The User therefore agrees not to use, resell or grant sublicense access to the Software for any other purpose.

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7.2. In case of breach by the User of any of the limitations, Graphext may prohibit the use of the technology, and prevent its use as a precaution, without the need for a legal or judicial requirement for it to the User.

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7.3. Acceptance of the terms of this Agreement does not grant the User any rights not specified in this license on the aforementioned technologies.

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8. Modifications

8.1. Graphext reserves the right to make improvements, substitutions or modifications of any part of the Software, as long as the operation and execution of the Software are not materially affected and, consequently, damage is caused to the User.

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8.2. In the event that said improvements, substitutions or modifications of the Software imply a considerable technical and economic effort for Graphext that implies a significant improvement for the User of the Services provided through the Software, Graphext may increase the price to be paid by the User. for the Software use license. Said increase in prices will be communicated to the User thirty (30) days in advance.

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9. Duration and termination

9.1. The duration of this Agreement will be twelve (12) months, automatically renewable for annual periods, unless it is under any of the circumstances described in the Order Form.

In this sense, in the event that any of the parties does not wish to renew the Contract, they must notify the other party at least ten (10) days before the end of the corresponding period.

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9.2. The condition that is void will be replaced by one whose purpose is, as far as possible, identical to that intended by the condition replaced without, in turn, nullity.

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9.3. According to the previous paragraph, this Contract will be terminated for the general causes established in the applicable legislation and, in particular, Graphext reserves the right to terminate it automatically and without prior notice in case of breach by the User of any terms and conditions contained therein.

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9.4. Similarly, Graphext may terminate the Contract unilaterally and without giving just cause, by giving ten (10) days notice to the User.

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9.5. The early termination of the license or the expiration of the established term or any of its extensions will not give the Parties the right to compensation of any kind, except for any damages that may be caused to the opposite party by intent or fault.

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10. Software Ownership

10.1. The User acknowledges that at all times that:

- Graphext will continue to be the exclusive owner of the technology that is the object of this License Agreement as well as all its documentation and / or information related to it.

- Graphext will retain all legal and effective rights, titles and interests in the Software, as well as all intellectual property and exploitation rights in or in relation to the Software, anywhere in the world.

- The rights to use the Software are granted to the User by license (not by sale), and the User has no right whatsoever over the Software or with respect to access to it, except the right to use it under the terms of this Agreement. .

- Unless expressly authorized in this Agreement, the User may not sublicense, duplicate, reproduce, sell, rent, lease, license, distribute, or in any other way use the Software and / or any of its elements to a use other than that expressly authorized in this Agreement.

- Graphext will also be the exclusive owner of any other work, program and / or technology that will be delivered by Graphext to the User in compliance with this Agreement.

- Unless expressly authorized in this Agreement, the User may not divide or fragment the Software into different parts or modules to be used independently.

- The User will not be able to alter or eliminate any notices related to intellectual property rights, industrial, or of any other nature that were included in the Software.

- The User may not develop inventions of any kind that integrate computer programs, applications, or computer products of any other nature, that fulfill a function similar to that of the Software.

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10.2. The User understands and accepts that the Software contains information on which there are exclusive rights and undertakes that, unless Graphext grants him express written authorization, he will not provide or facilitate or in any other way make the Software accessible and / or the documentation related to the same to any other person, company, society, organization for any reason or reason. This prohibition will be extended to any other companies, companies or legal entities in which the User may have a shareholding or any other type.

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10.3. The User acknowledges the ownership of Graphext over the undisclosed information and know-how used by it in the provision of the services object of this Contract, the same correspond exclusively to Graphext and the User is obliged to maintain strict confidentiality about them in accordance with the established in this Contract. The User will refrain from using, duplicating, sharing or disseminating them in any way, whether oral or written or in any other way, without the express prior and written authorization of a person duly authorized by Graphext. Likewise, the User undertakes not to exploit by itself, or through the intervention of third parties, without the express authorization of Graphext for this purpose, the ideas, strategies or knowledge that, developed and / or created by Graphext under this Agreement, have not been executed or carried out by him.

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11. Protection, Security and Data integrity

11.1. Access to the technology will be carried out by means of an access key consisting of a user code (login) and a password (password). The User will be created an entity and user profiles after successfully completing the order registration process. The identification codes and access codes provided to the User are personal and non-transferable, with the User being obliged to notify Graphext of any changes or modifications that may occur in their data.

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11.2. It is the responsibility of the User to provide due diligence to prevent access or use by third parties who access or use the identification codes or keys on their behalf. Likewise, the User is solely responsible for the choice, loss, theft or unauthorized use of any code or identification key and the consequences that may arise from it. The User agrees to:

- Diligently use the access codes;

- Maintain their secrecy and confidentiality, do not transfer their use to third parties, whether temporary or permanent, or allow their access to outsiders;

- Immediately notify Graphext of the loss, theft, loss, unauthorized access or security violation of the access codes in the shortest possible time. As long as such events are not communicated, Graphext will be exempt from any responsibility that may arise from the improper use of identifiers or passwords by unauthorized third parties;

- Respond to the activities carried out by using the access code. In accordance with the provisions of Law 34/2002, of July 11, on Law of Information Society Services and Electronic Commerce", (hereinafter "LSSI") and to the extent applicable to the Contract between Graphext and the User;

- The User acknowledges and accepts that Graphext does not control the use that the User makes of the technology nor does it have effective knowledge about whether the activity or the data or the information that it sends for its processing and its possible storage on its servers is illegal and does not harm property or rights of a third party. For these purposes, the User declares and guarantees that the data and information are their property and / or that they have an authorization or license that allows them to process them;

- Do not use the Software for the transmission, installation or publication of any virus, malicious code or other harmful programs or files;

- Do not use the Software illegally, against good faith, morality and public order;

- Do not register through the Software with a false identity, impersonating third parties or using a profile or taking any other action that may confuse other users about the identity of the origin of a transaction;

- Not access without authorization any section of the Software, other systems or networks connected to the Software or any Graphext server, by means of hacking or falsification, extraction of passwords or any other illegitimate means;

- Not to break, or attempt to break, the security or authentication measures of the Software or any network connected to it, or the security or protection measures inherent in the content offered in the Software;

- Not to carry out any action that causes a disproportionate or unnecessary saturation in the infrastructure of the Software or in the systems or networks of Graphext, as well as in the systems and networks connected to the Software;

- Not to impede the normal development of the Software or any of its functionalities, through any procedure, and / or through any practice that violates or violates this Agreement in any way;

- Check that the Software adapts to your needs. The User is solely responsible for determining that the Software is ready for operational use in its network environment before it is used;

- Allow Graphext to carry out the necessary studies of the data used with the Software in order to rectify any problems that the Software may present.

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0.1. Therefore, the responsibility for this information and the activities carried out are exclusively those of the User, which exempts Graphext from any responsibility that originates from said information or with the activity related to its processing by technology and temporary and transitory storage in Graphext servers.

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0.2. In accordance with the provisions of the LSSI, in relation to the responsibility of the providers of hosting or data storage services, the providers of an intermediation service consisting of hosting data provided by the recipient of this service will not be responsible for the information stored at the request of the recipient, provided that:

    a) They do not have effective knowledge that the activity or information stored is unlawful or that it damages the property or rights of a third party liable for compensation,

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    b) If they do, they act diligently to withdraw the data or make access to them impossible. It will be understood that the service provider has the effective knowledge referred to in paragraph a) when a competent body has declared the illegality of the data, ordered its removal or makes access to it impossible, or the existence has been declared of the injury, and the provider knows the corresponding resolution, without prejudice to the procedures for detection and removal of content that providers apply under voluntary agreements and other means of effective knowledge that may be established.

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0.3. According to the provisions of the LSSI Graphext has the obligation to collaborate with the competent authority, so Graphext will interrupt the provision of the service and the use of technology when a competent body, by reason of the matter, orders it in the exercise of the functions legally assigned to it, in addition to providing the data required by the security forces and bodies by court order.

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0.4. In the event that the use of the technology (or parts of it) within the scope of the license was the cause of a lawsuit or legal action for an alleged violation of the rights of third parties and such use could produce such a violation, Graphext on its initiative own and at his own expense, may make the necessary modifications or changes so that the User can continue using the technology (or parts thereof), replace it with Software of equivalent functionality and efficacy that does not infringe the rights of those third parties, or pay a reasonable part of the rights paid in order to compensate the User for the termination of the use of the technology (or part of it).

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0.5. Graphext does not guarantee and is not responsible for: (i) the absence of viruses and / or other harmful components in the technology or in the server that supplies it; (ii) the invulnerability of the technology and / or the impregnability of the security measures adopted in it; (iii) the lack of utility or performance of the technology; (iv) technology failures caused by any type of attack on the servers of third-party service providers of Graphext, as well as technical or security failures of the system of any of said providers that impede the operation of the technology; (v) any technical failure of any kind that hinders, delays or impedes the correct operation of the technology, and (vi) the damages or losses caused, to itself or to a third party, by any person who violates the Contract, rules and instructions established in technology or through the violation of its security systems.

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0.6. Despite this, Graphext declares that it has adopted all the necessary measures, within its possibilities and the state of the art, to guarantee the operation of the technology and avoid the existence and transmission of viruses and other harmful components to the User's computer systems.

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0.7. If the User were aware of the existence of any illegal, illegal content, contrary to the laws or that could suppose an infringement of intellectual or industrial property rights, of the applicable regulations regarding the protection of personal data and / or any other right , you must notify Graphext immediately so that it can proceed to adopt the appropriate measures. The use of technology by the User does not guarantee compliance with it with respect to all its obligations attributed to it by the applicable regulations, Graphext not being in any case responsible for the breach of any of these obligations by the User.

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0.8. In any case, Graphext reserves the right to exercise all the corresponding actions, as well as to suspend, modify, restrict or interrupt, either temporarily or permanently, the access, navigation, use, accommodation and / or download of the content and / or use of technology, with or without prior notice, to Users who contravene any of the provisions detailed in this Agreement, without the possibility of the User to demand any compensation for this cause.

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0.9. Graphext will not assume any responsibility for delays or interruptions caused by (i) acts or circumstances not attributable to Graphext; (ii) loss, damage, theft, or misuse of technology not attributable to Graphext; (iii) inaccurate or incomplete hypotheses and requirements; (iv) improper or unauthorized use, exploitation, transfer, modification or repair of the technology by the User; (v) and deficiency of the User in the implementation and maintenance of adequate continuity, redundancy and / or recovery plans for the user's business and operational functions.

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12. Price and Payment

12.1. Obligation to Pay. Customers shall pay all fees set forth on the Order Form (“Fees”).

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12.2. Bank Fees. Graphext is not responsible for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by Graphext. Currency exchange settlements will be based on agreements between Customer and the provider of Customer’s credit card.

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12.3. Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Graphext is responsible for including VAT over the fees set forth on the Order Form.  Customer is responsible for the rest of sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Graphext's property, employees, or income.

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12.4 Invoices. Unless otherwise described on Customer’s Order Form, Graphext will invoice Customer in advance and Customer agrees to pay the fees corresponding to the Services in accordance with what was contracted on the date of issuance of each invoice. Customers shall make all payments in the manner specified on its Order Form or in such other manner as Graphext may specify in writing from time to time.

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12.5. Refunds. All payments made pursuant to this Agreement are non-refundable unless explicitly stated otherwise herein or otherwise provided by applicable law.

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12.6. Suspension for Failure to Pay. If Customer fails to make any payment when due then, in addition to all other remedies that may be available, if such failure continues for thirty (30) days following written notice thereof, Graphext may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

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12.7. Renewal. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, SUBSCRIPTIONS WILL AUTOMATICALLY RENEW FOR ADDITIONAL PERIODS EQUAL TO THE EXPIRING SUBSCRIPTION TERM, unless either Customer or Graphext (each of which is a “Party,” and together, the “Parties”) gives the other notice of non-renewal at least ten (10) days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form,renewal of promotional or one-time priced subscriptions will be at Graphext's applicable list price in effect at the time of the applicable renewal. 

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Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior Service Term will result in repricing at renewal without regard to the prior Service Term’s per-unit pricing.

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13. Confidentiality

13.1. Both the information known in execution of the present Contract as well as the programs and tools known or created based on it will have the character of secret and confidential information (hereinafter, the "Information"), by way of illustration and not limitation, any agreement, report, forecast, analysis, study, techniques, designs or any other material or information of a technical, industrial, economic, financial, legal, commercial or any other type, regardless of the medium in which it is provided, in relation to For projects related to the Contract, either Party discloses or provides to the other.

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13.2.. Under this Agreement, the Parties agree to:

- Treat the Information received from the other Party as secret and keep it confidential and in strict reserve.

- Not disclose, communicate, disclose, publish, sell, market, reproduce, copy and / or transfer in any way, partially or totally, the Information to third parties outside the parties without the prior written authorization of the Party that discloses the Information and only and exclusively to the extent that said party has authorized it. This prohibition extends to personnel or people related to any of the parties as a group of companies in any of its modalities, either temporarily or permanently.

- Not to use the Information received for any purpose other than the object of the Contract.

- Safeguard the Information adopting the appropriate security and protection measures, and protect, as far as possible, said Information from any eventual theft, theft or loss. Likewise, it must immediately inform the other Party of any detected failure that may jeopardize the security and confidentiality of the Information.

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Notwithstanding the foregoing, the parties may disclose the Information in the cases in which:

    a) the information was already known by the party at the time it was disclosed without said Party having any obligation of confidentiality.

    b) the disclosure thereof is derived from the request of a court or body of the Public Administration with jurisdiction in the matter in question.

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13.3. In the event of the assumption set forth in section b) above, the Party obliged to disclose the Information shall notify the other Party in writing, so that it may adopt, where appropriate, the measures that, for the best defense of their interests, are convenient, including avoiding the provision of the Information to the extent permitted by current legislation. If the fulfillment of said obligation or mandate cannot be avoided, the Party obliged to disclose the Information undertakes to provide only to the extent necessary to comply with the aforementioned obligation. Likewise, that Party shall take all reasonable measures to try to keep the Information it provides confidential by its recipient.

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13.4. At the request of the Party that has disclosed it, the Information will be returned to it or it will be destroyed by the receiving Party at the expiration of this Contract.

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13.5. This obligation extends to the work and / or mercantile personnel dependent on or collaborating with the User, as well as people who, in fact or in law, have a relationship with the User and access the use of technology.

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13.6. Notwithstanding the provisions of this Stipulation, Graphext may, in order to carry out internal analyzes and statistical studies, as well as to improve the functionalities of the technology and guarantee an adequate service for the User, use and transmit, in aggregate form, the information that the Users introduce or keep in the Software, without it supposing a violation of the present Stipulation of Confidentiality.

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14. Treatment of personal data

A) Treatment of personal data of Graphext

14.1. Graphext informs the User that the personal data included in this Contract as well as any other that is provided throughout the contractual relationship with the User, will be Treaties for the proper management of the contracted services and products, as well as for the promotion of Graphext's services through commercial communications. Graphext may also conduct satisfaction and market surveys.

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14.2. The legitimizing basis of the treatment is, therefore, the maintenance of the contractual relationship between Graphext and the User, as well as the legitimate interest of Graphext to carry out satisfaction surveys and promotions related to the use of its products and / or services.

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14.3. The signatories undertake to keep their data accurate and up-to-date so that they respond truthfully to their current situation.

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14.4. Graphext may make assignments or communications of personal data to meet its obligations with Public Administrations in cases that are required in accordance with current legislation at all times and, where appropriate, also to other bodies such as State Security Forces and Bodies and to the judicial bodies. Likewise, your data may be communicated to other companies, providers of management services for GRAPHEXT activities, located both within and outside the European Union and the European Economic Area, to countries such as the US, on the basis of Privacy Shield, when it is necessary for the fulfillment and / or control of the Contract. Except for the above, the data will not be transferred to third parties except in cases where (i) there is a legal obligation, (ii) the circumstances of the performance of the contract recommend it or (iii) the communication of the data is made to judicial bodies or state security forces and bodies in order to compel the fulfillment of the contracted obligations, always within the functions that such authorities have entrusted by Law.

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14.5. Likewise, the interested parties may exercise the rights recognized in Regulation (EU) 2016 / 679 of the European Parliament and of the Council of April 27, 2016, regarding the Protection of Natural Persons with regard to the processing of personal data and the free movement of these data, (hereinafter, “GDPR”), as well as in the Organic Law 3/2018, of December 5, on the Protection of Personal Data and guarantee of digital rights (hereinafter, “LOPDGDD”), rectification, opposition, deletion, portability and limi of the treatment as well as to reject the automated treatment of personal data-, by writing identifying the right exercised before the corresponding party at their respective addresses, which appear in this Contract and / or, in the case of Graphext, in the following email address: dpo@graphext.com.

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14.6. In the event that any of the parties fails to comply with their legal obligations regarding data protection, the signatories who are the holders of the data have the right to file a claim with the Spanish Agency for Data Protection. Likewise, the signatories of this Contract are informed that Graphext has appointed a Data Protection Delegate before whom any question regarding personal data may be raised at the address: dpo@graphext.com.

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B) Treatment of personal data of the User

14.7. The Software allows the User to create their database and enter their own information, which belong to and are the sole responsibility of the User. The User will be the one considered responsible for the treatment of the data incorporated in the Software.

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14.8. Graphext will be considered Data Processor on behalf of the Data Controller and for the sole purposes of maintenance and user support tasks.

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14.9. The access that Graphext may have to the data of the Data Controller in the terms established above is not considered in any case transfer or communication of data, but access by third parties in accordance with the provisions of the regulations.

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14.10. Due to the use of the technology object of this Contract, Graphext may access the personal data that the User may have included in the Software, which may imply that Graphext carries out treatments related to the organization, conservation, consultation, extraction, communication by transmission, deletion and destruction of the same. The data may be referred to any category and type of data that the User has considered including in its database, such as data from customers, employees, suppliers, as well as data related to their identification, economic data, commercial information. , academic and professional data, social circumstances, personal characteristics, etc.

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14.11. In the event that the Data Controller intends to process sensitive data, prior to this and so that the Data Controller can comply with the provisions of article 32 (Security of treatment) of the RGPD, he will be obliged to communicate it in writing to Graphext, for the purposes that it decides if it will provide the service or not and after that they adapt to the security measures, to the new level of the data that will be treated. The treatment of data by the Responsible of a sensitive nature, without requesting and obtaining the prior consent of the Person in Charge, will empower the latter to resolve the license to use the Software.

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14.12. The relationship between the Data Controller with Graphext as Data Controller will be governed by these agreements:

Rights and obligations of the Data Controller.

The Responsible is, on a sole basis, who will decide on the purpose of the data treatment that Graphext accesses, exempting Graphext from any responsibility for the use that the Responsible makes of said tool.

The Responsible must comply with the obligations that are required due to their condition in accordance with the data protection regulations in force at all times, as well as supervise the treatment and carry out inspections and audits when necessary.

The Responsible must notify Graphext of any changes in the treatments or personal data processed that motivate the adoption of different security measures in accordance with point 14.11. previous.

The Responsible must carry out the impact evaluations regarding data protection that are necessary, and may have the necessary support from Graphext.

The Responsible must provide the right to information to the holders of personal data at the time of collection, and guarantee the obtaining of a valid consent or any other legitimating basis that allows the treatment of the data for the purposes for which is intended to use the Software tool. In the event that the data is not directly collected by the Data Controller, you also declare that you have the necessary rights and authorizations for the use of the data.

The Data Controller expressly declares that he has a proper inventory of treatments associated with the object of this use license.

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Graphext's Obligations Data

14.13. Graphext, in those cases in which it acts as Controller, undertakes to comply with the provisions of article 28 of the GDPR and, in particular, declares and undertakes to:

- Use and process the data with the sole and exclusive object to comply with this Contract and in any case following the instructions received from the User. They will expressly refrain from giving the data any use other than that agreed.

- Observe the utmost confidentiality and confidentiality with respect to the personal data provided by the User with respect to the development of the object of this Contract, agreeing not to disclose to any third party such information or data that may have been provided. Once the use license and / or the maintenance contract with the customer have expired, Graphext will delete all the information and data of the User or the documents and files in which all or some of the data is reflected, whatever their support or format, as well as copies thereof within thirty (30) days. If the User expressly requests it, Graphext will return within the same maximum period from the receipt of the reliable communication, the information or data from the Software in the format agreed by the parties. The Treatment Manager will keep, duly blocked, the data as long as responsibilities may arise from their relationship with the User.

- Restrict access and use of data to those of its employees, agents and collaborators that are absolutely essential for them to have access and knowledge of them for the development of the purpose of the Services.

- Guarantee the necessary training in the protection of personal data of persons authorized to access and process personal data.

- Maintain a written record of all treatment activities carried out on behalf of the Data Controller.

- Give support to the Data Controller in the fulfillment by the latter of the data protection obligations that are incumbent on him, whenever appropriate and the support of the Person in charge is necessary for the fulfillment of the obligation.

- Make available to the Data Controller all the information necessary to demonstrate compliance with its obligations. Implement the necessary technical, organizational and security measures to guarantee: (i) the permanent confidentiality, integrity, availability and resilience of the systems and services of processing of personal data. (ii) restore the availability and access to personal data quickly, in the event of a physical or technical incident. (iii) verify, evaluate and assess, on a regular basis, the effectiveness of the technical and organizational measures implemented to guarantee the security of data processing (iv) pseudonymize and encrypt personal data, where appropriate. Likewise, adopt the following security measures, without prejudice to those that the Responsible may require in the future:

- Access controls to systems that process personal data, and use of identification and authentication controls.

- Proper management of the media containing personal data: adoption of measures aimed at preventing the subsequent access or recovery of the information once it is decided to discard it.

- Execution of periodic backups and implementation of adequate guarantees of continuity of service in the event of any contingency.

- Use of firewall-based access controls to protect networks, as well as use of updated antivirus. Regular review of security measures.

- Adequate notification and management of incidents or security breaches, as well as their registration.

- Carrying out regular checks to verify the effectiveness of the measures taken.

- Notify the Data Controller without undue delay, and in any case before the maximum period of 48 hours, of the violations of the security of the personal data in his charge of which he has knowledge, including all the relevant information for the documentation and communication of the incidence.

- The Data Controller grants the Data Controller a general authorization to contract auxiliary services subcontractors necessary for the normal operation of the contracted services (including, among others, network and hosting infrastructure operators, anti-fraud and reporting service providers, suppliers analysis services and other providers necessary for the provision of the service). In this sense, it is reported that Graphext has Google Cloud services for the hosting service, whose servers are located in Frankfurt, Germany.  

- In the event of the exercise of any right by the interested parties (rights of access, rectification, deletion, opposition, limitation of the treatment, portability of the data) that could affect the service offered to the Responsible, collaborate diligently in their care and management.

14.14. The signing of this Contract will mean compliance with them, considering the data access contract required by the regulations, between the Data Controller and the Data Processor (the provider with access to data), and in compliance with the provisions of article 28 of the GDPR and 33 of the LOPDGDD.

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14.15. The Parties, by virtue of this Contract, undertake to comply at all times with the applicable personal data protection regulations.

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15. Damages to third parties

15.1. The User will be solely responsible for the damages caused to third parties by the use of the technology object of the Contract, expressly excluding Graphext and renouncing any action of repetition against it.

For the purposes of this Agreement, “Event beyond our control” means any event or event beyond the reasonable control of Graphext, including a breakdown or interruption in public or private telecommunications networks, wars, revolts, disasters, strikes, civil disorder , terrorist acts, unforeseen acts, fires, explosions or any actions of the authorities, including any government regulations.

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15.2. Graphext will do everything reasonably possible to fulfill its obligations under this Agreement, despite events beyond our control. However, it will not be responsible for any breach or delay in the fulfillment of any of its obligations derived from this Contract caused by an event beyond our control.

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15.3. If an event occurs outside our control that affects the fulfillment of our obligations under this Contract, these will be suspended and the period of fulfillment of our obligations will be extended until the event outside our control ceases, but in no case more late on the expiration date of the License Period in which the event is triggered beyond our control.

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16. Notifications

16.1. Any notification made by Graphext or by the User under or in connection with this Agreement must be made in writing (including email) and will be: (a) delivered by hand, by certified or urgent mail with postage paid or another next business day delivery service, at the other party's registered office (if it is a business user) or at the usual or last known address (if it is an institution); or sent by email to the email address notified promptly by the other Party.

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16.2. A notification shall be deemed to have been received: (a) if it is delivered by hand, upon signature of an acknowledgment of receipt, or at the time the notification is delivered to the appropriate address; (b) if sent by certified or express mail with postage paid or other delivery service on the next Business Day, at 9:00 on the second Business Day after shipment or at the time recorded by the delivery service; (c) if sent by email, at 9:00 a.m. on the business day following the transmission. This section shall not apply to the notification of any procedure or other documents related to a judicial action or, where appropriate, of any arbitration.

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16.3. Graphext has designated the following address for notification purposes:

Calle Arlabán, 7

Oficina 51

28014 Madrid, Spain

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17. Assignment of the Contract

17.1. Graphext may assign its rights and obligations under this Contract to another organization, although this will not affect the rights of the User or Graphext's obligations under this Agreement.        

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17.2. The User may not transfer or assign this Contract or part of it to another person or company or organization without the prior written consent of Graphext, which could be denied in its sole discretion, and for which it could demand a financial compensation.

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18. Modifications of the Contract

18.1. This Contract constitutes the integrity of the Contract between Graphext and the User and replaces and cancels all previous agreements, promises, affirmations, guarantees, declarations or understandings between Graphext and the User, whether oral or written, regarding the object of the same. The User accepts that he has not made use of and has not filed legal actions in relation to any affirmation, declaration, promise or guarantee (whether made innocently or intentionally) that is not included in this Agreement. The User declares that he will not present claims for innocent or intentional misrepresentation or intentional misrepresentation with respect to any statement made by Graphext before signing this Agreement or included expressly or implicitly in it.

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18.2. Each provision of this Agreement shall take effect separately. If any court or competent authority decides that any of these provisions is illegal, invalid or unenforceable, but is legal, valid or applicable if a part of it is removed or modified, the provision in question shall apply with such removal or modification in accordance it is necessary for it to become legal, valid or applicable, and the remaining terms will continue to maintain their full validity and effect.

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18.3. Any modification, addition or clarification of the present Contract will require for its validity the written expression. The modification of a part of the present Contract will only affect said part, remaining in force the rest of the Contract, unless written against.

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18.4. Graphext reserves the right to modify this Agreement at any time.

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19. Jurisdiction and Applicable Law

19.1. In the event that the User is considered a consumer or user under applicable law, this Agreement will be governed by Spanish law and any conflict and / or controversy arising therefrom will be submitted to the courts. competent under the applicable regulations (jurisdiction of the consumer).

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19.2. In cases where the law allows the parties, renouncing their own jurisdiction, the Judges and Courts of Madrid (Capital) agree to submit any conflict, controversy and / or claim related to this Contract.

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19.3. Likewise, Users will have the possibility at all times to access the European Commission's online dispute resolution platform, which can be accessed through this link.