THIS END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR AN ENTITY) AND BEQUANT S.L., A SPANISH PRIVATE LIMITED LIABILITY CORPORATION, HAVING ITS PRINCIPAL PLACE OF BUSINESS AT CALLE RAIMUNDO FERNÁNDEZ VILLAVERDE 61, MADRID 28003, SPAIN, WITH CIF (TAX ID) ESB85612539, REGISTERED IN THE MADRID MERCANTILE REGISTRY, VOLUME 26.401, FOLIO 62, SECTION 8, SHEET M-475.780, 1st INSCRIPTION. ("BEQUANT"). THIS AGREEMENT GOVERNS ALL SOFTWARE ("SOFTWARE") AND ANY UPGRADES, UPDATES, PATCHES, HOTFIXES, MODULES, ROUTINES, FEATURE ENHANCEMENTS AND ADDITIONAL VERSIONS OF THE SOFTWARE THAT REPLACE OR SUPPLEMENT THE ORIGINAL SOFTWARE (COLLECTIVELY CALLED "UPDATES") AND THEIR ASSOCIATED MEDIA, PRINTED MATERIALS, ONLINE OR ELECTRONIC DOCUMENTATION, DISTRIBUTED BY OR ON BEHALF OF BEQUANT. THE "SOFTWARE" SHALL MEAN COLLECTIVELY THE SOFTWARE PROGRAM AND UPDATES AND ANY COPIES THEREOF. THIS EULA, IN AND OF ITSELF, DOES NOT ENTITLE YOU TO ANY UPDATES AT ANY TIME IN THE FUTURE. BY EXPRESSLY ACCEPTING THESE TERMS OR BY DOWNLOADING, INSTALLING, ACTIVATING AND/OR OTHERWISE USING THE SOFTWARE, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND ARE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA AND ALL APPLICABLE LAWS AND REGULATIONS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA, THEN YOU MAY NOT DOWNLOAD, INSTALL, ACTIVATE OR OTHERWISE USE ANY OF THE SOFTWARE. IF YOU ARE ACCEPTING THESE TERMS AND CONDITIONS ON BEHALF OF AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THESE TERMS AND CONDITIONS ON BEHALF OF SUCH ENTITY.

1.       License. Subject to the terms, conditions and restrictions of this EULA (as a condition to the grant below), Bequant hereby grants you a limited, nonexclusive, nontransferable, non-assignable license, without rights to sublicense, to install or have installed, display and use the Software (in object code form only) solely for internal purposes, only on the computers, devices and/or in such configurations as expressly permitted by Bequant (e.g., as set forth in the applicable Bequant, or its authorized RESELLER, sales quote or invoice), and for such period specified in a term license, or perpetually if no term is specified. The SOFTWARE license is limited to a maximum amount of data processing rate, as expressly permitted by Bequant (e.g., as set forth in the applicable Bequant, or its authorized RESELLER, sales quote or invoice), with this limitation enforced automatically by the software. The SOFTWARE shall require a license code for activation, which shall be specific for each hardware or virtual machine where the SOFTWARE is allowed to run. This activation code may be supplied directly by BEQUANT or may be obtained by the SOFTWARE by connecting it to an online license server provided by BEQUANT, and may require periodic validation.

2.       License Conditions. This license is conditioned upon BEQUANT, or a RESELLER authorized by BEQUANT, receiving your timely payment of any fees or royalties applicable to the Software, according to an official quote from BEQUANT, or from a RESELLER authorized by BEQUANT, to you for which you place an order. If no such quotation and order exist, the license is void and you have no rights over the Software.

3.       License Limitations. You may not copy the Software except for a reasonable number of copies solely as needed for backup or archival purposes or as otherwise expressly permitted in Section 1 "License" above. You may not modify or remove any titles, trademarks or trade names, copyright notices, legends, or other proprietary notices or markings on or in the Software. The rights granted herein are limited to Bequant’s and its licensors’ and suppliers’ intellectual property rights in the Software and do not include any other third party’s intellectual property rights. If the Software was provided to you on removable media (e.g., CD, DVD, or USB drive), you may own the media on which the Software is recorded but Bequant, Bequant’s licensor(s) and/or supplier(s) retain ownership of the Software itself and all related intellectual property rights. You are not granted any rights to any trademarks or service marks of Bequant or any of its licensors or suppliers.

4.       Rights Reserved. THE SOFTWARE IS LICENSED, NOT SOLD. Except for the license expressly granted in this EULA, Bequant, on behalf of itself and its licensors and suppliers, retains all right, title, and interest in and to the Software and in all related content, materials, copyrights, trade secrets, patents, trademarks, derivative works and any other intellectual and industrial property and proprietary rights, including moral rights, registrations, applications, renewals and extensions of such rights (the "Works"). The rights in these Works are valid and protected in all forms, media and technologies existing now or hereafter developed and any use other than as expressly set forth herein, including the reproduction, modification, distribution, transmission, adaptations, translation, display, republication or performance of the Works is strictly prohibited. Bequant, on behalf of itself and its licensors and suppliers, retains all rights not expressly granted herein.

5.       Derivative works or contributions. To the extent that your use of the Product and/or contributions through the use of the Product, including any feedback or information given to Bequant or its agents during any support or maintenance services rendered by Bequant give rise to any copyright interest or any intellectual and/or industrial property rights, Bequant shall be the sole and exclusive owner of such rights which shall be deemed automatically included in this License and licensed to you in the terms hereof. Such ownership shall entitle Bequant to use the contributions in any way and for any purpose in connection with the Product and related goods and services including the rights to reproduce, copy, adapt, modify, perform, display, publish, broadcast, transmit, or otherwise communicate to the public and/or exploit by any means whether now known or hereinafter devised without any further notice or compensation to you of any kind. To the extent permitted, you hereby waive any moral rights or attribution under applicable law with respect to Bequant and its licensees use and enjoyment of such assets in connection with the Product and related goods and services. The transfer of ownership to Bequant and the above waiver of any applicable moral rights, survives any termination of this License. In the event that Bequant communicates and/or exploits by any means any feedback, information or contribution from the user, the personal data of the latter will be anonymized or pseudonymized prior to the publication of such contributions, according to the GDPR or any other applicable data protection legislation.

6.       Restrictions. Except as otherwise provided herein or expressly agreed by Bequant, you may not, and will not allow a third party to: (A) sell, lease, license, sublicense, assign, distribute or otherwise transfer or encumber by any means (including by lien, hypothecation or otherwise) in whole or in part the Software; (B) provide, make available to, or permit use of the Software in whole or in part by, any third party, including contractors, without Bequant’s prior written consent, unless such use by the third party is solely on your behalf, is strictly in compliance with the terms and conditions of this EULA, and you are liable for any breach of this EULA by such third party (a "Permitted Third Party"); (C) copy, reproduce, republish, upload, post or transmit the Software in any way; (D) decompile, disassemble, reverse engineer, or otherwise attempt to derive source code (or underlying ideas, algorithms, structure or organization) from the Software program, in whole or in part; (E) modify or create derivative works based upon the Software, even for fault correction; (F) use the Software on a service bureau, rental or managed services basis or permit other individuals or entities to create Internet "links" to the Software or "frame" or "mirror" the Software on any other server or wireless or Internet-based device; (G) use the Software to create a competitive offering; or (H) share or publish the results of any benchmarking of the Software without Bequant’s prior written consent. You may not, and will not allow a Permitted Third Party to, use the Software in excess of the number of licenses purchased from or expressly authorized by Bequant.

7.       Compliance. Upon request by Bequant, you will certify in writing that all use of Software is in compliance with the terms of this EULA, indicating the number of Software licenses deployed at that time. You grant Bequant, or an agent selected by Bequant, the right to perform, during normal business hours, a reasonable audit of your compliance with this EULA. You agree to cooperate and provide Bequant with all records reasonably related to your compliance with this EULA. Such audits will be performed according to any provisions on data protection, non-disclosure and/ or confidentiality on this contract and/ or provided by law.

8.       Non-Transferability. This license is non-transferable. You may not distribute, sublicense, assign, share, sell, grant a security interest in, use for service bureau purposes, or otherwise transfer the Software or your license to use the Software without the prior written consent of Bequant.

9.       Maintenance and Support Services Not Included. Bequant does not provide any maintenance or support services under this EULA. Maintenance and support services, if any, are provided under a separate agreement.

10.    Open-Source: Certain components of the Software may be subject to open-source software licenses ("Open-Source Components"), which means any software license approved as open-source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format. The Software documentation includes copies of the licenses applicable to the Open-Source Components. To the extent there is conflict between the license terms covering the Open-Source Components and this EULA, the terms of such licenses will apply in lieu of the terms of this EULA. To the extent the terms of the licenses applicable to Open-Source Components prohibit any of the restrictions in this Agreement with respect to such Open-Source Component, such restrictions will not apply to such Open-Source Component. To the extent the terms of the licenses applicable to Open-Source Components require Licensor to make an offer to provide source code in connection with the Product, such offer is hereby made, and you may exercise it by contacting Bequant.

11.    Termination. Bequant may terminate this EULA immediately and without prior notice if you fail to comply with any term or condition of this EULA or if Bequant does not receive timely payment for the licenses to the Software. This EULA will terminate automatically if you fail to comply with any of its terms or if the license term ends. You may terminate this EULA at any time on written notice to Bequant. In the event of termination of this EULA, all licenses granted hereunder shall automatically terminate and you must immediately cease use of the Software and return or destroy all copies of the Software. The parties recognize and agree that their obligations under this EULA, as well as obligations for payment, shall survive the cancellation, termination and/or expiration of this EULA, and/or the licenses granted hereunder. Bequant will not have any obligation upon the termination of this EULA to refund any portion of any license fee.

12.    Export, Import and Government Restrictions. The Software is subject to European Union ("EU") export laws (in particular Regulation (EC) No 428/2009), as well as the laws of the country where it is delivered or used. You agree to abide by these laws.

13.    Warranty. The software is covered by a one-year guarantee service, free of charge. The guarantee service consists on access to patches and fault fixes, or to a software update collecting a number of such patches and fixes. This guarantee starts from the day of the software delivery. Bequant makes, and you receive, no other warranties related to the software whether express, implied or statutory, and Bequant specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Bequant does not warrant that the functions of the software will meet your requirements or that operation of the software will be uninterrupted or error free. You assume responsibility for selecting the software and the results achieved. Your sole and exclusive remedy, and Bequant’s entire liability, is for Bequant, at its sole discretion, to either use commercially reasonable efforts to remedy any defect in the software or to provide a refund of the license fees received by Bequant for the software and terminate this agreement. This disclaimer of warranty may not be valid in some jurisdictions and you may have warranty rights under law which may not be waived or disclaimed.

14.    Limitation of Liability. Bequant will not be liable for any lost profits, lost savings, lost value or lost sales (whether such profits, savings, value or sales are direct, indirect, consequential or of any other nature), lost or corrupted data or software, loss of use of system(s) or network(s), or the recovery of such data, systems(s) or network(s), loss of business opportunity, business interruption or downtime, loss of goodwill or reputation, software not being available for use or the procurement of substitute software or goods, incidental, indirect, punitive, special or consequential damages arising out of or in connection with this EULA under any theory of liability even if advised or aware of the possibility of such damages. Notwithstanding anything to the contrary set forth in this EULA, Bequant’s total liability for any and all claims arising out of or in connection with this EULA and/or the software shall not exceed the total amount received by Bequant for the applicable software license during the twelve month period immediately preceding the date on which the relevant claim arose. Insofar as applicable law prohibits any limitation on liability herein, the parties agree that such limitation will be automatically modified, but only to the extent required to make the limitation compliant with applicable law.

15.    Injunctive Relief. You agree that a breach of this License may cause irreparable injury to Bequant for which monetary damages would or may not be an adequate remedy and Bequant shall be entitled to seek equitable relief in addition to any other remedies it may have hereunder or at law.

16.    High-Risk Disclaimer. The Software is not designed or intended for high-risk applications, for use as online control systems or use in hazardous environments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, life support, weapons systems or in any other device or system in which function or malfunction of the software could result in death, personal injury or physical or environmental damage.

17.    Choice of Law. This agreement and any claims under any theory of liability in any way to this agreement or any relationships contemplated herein shall be governed and construed in accordance with the laws of Spain.

18.    No Waiver. No waiver of breach or failure to exercise any option, right, or privilege under the terms of this EULA on any occasion by Bequant shall be construed to be a waiver of a subsequent breach or right to exercise any option, right, or privilege.

19.    No Assignment. Customer may not assign or transfer its interests, rights or obligations under this EULA, in whole or in part, whether voluntarily, by contract, or by merger (whether that party is the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or order, or otherwise. Any attempt to assign this EULA without prior written consent from an authorized executive officer of Bequant shall be null and void.

20.    Entire Agreement. Unless you have entered into another written agreement with respect to the Software which has been signed by you and an authorized representative of Bequant and which conflicts with the terms of this EULA, you agree that this EULA supersedes all prior written or oral agreements, warranties or representations with respect to the use of the Software. If any term (or part thereof) of this EULA is found to be invalid or unenforceable, the remaining provisions (including other valid parts within the affected term) will remain effective. You acknowledge that you have read this Agreement, that you understand it, that you agree to be bound by its terms, and that this is the complete and exclusive agreement between you and Bequant.

21.    Confidentiality. Each party must treat all Confidential Information received from the other party as it would treat its own confidential information generally, but with no less than a reasonable degree of care.

22.    Data Protection. Bequant will scrupulously respect the confidentiality of the personal data submitted by you, and it will initiate any measures necessary for their processing according to the observance of the regulations in force on the protection of data and, among others, the provisions of the Spanish Organic Law3/2018, of 5th December, on the Protection of Personal Data and Guarantee of Digital Rights. The personal data that you provide to Bequant will be used for the maintenance of the business relationship between you and Bequant, or any other legitimate reason under such regulations. Refusal to provide your essential personal data will not allow Bequant to offer you our services. Besides, under your specific consent, Bequant will inform you about new products that affect the development of the present Bequant’s license. You have the following rights with regards to your personal data: the right to be informed, of access, to rectification, to erasure, to restrict processing, to data portability, to object processing, and to object to automated decision making and profiling. If you wish to exercise such rights, you will have to contact Bequant in writing at the abovementioned address enclosing an official means of identification. You can also exercise at any time your right to opt-out from receiving any marketing communication or chose other communication modalities. You can also lodge a complaint with the Spanish Data Protection Authority (Agencia Española de Protección de Datos).

23.    Data for License Validation and Preventive Maintenance. The Bequant Software may contact a secure on-line license validation server over Internet. Said server, maintained by Bequant, will collect usage information for the purpose of validating the capacity limitation of the license, as well as allowing preventive maintenance. It shall therefore be necessary for you to ensure the Bequant software has access to said server over Internet to allow a daily validation of the software license.

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