SaaS legal terms

2. SOFTWARE AS A SERVICE

2.1. The object of this Agreement is to render, grant and regulate the following:

• The service to use the SaaS Software as an IT service rendered to the Customer.
• The Customer may also sign up for hosting services to be provided by StockCrowd, whose options depends on the chosen price plan.
• The SaaS Software will enable the Customer to access the StockCrowd Platform to create fundraising Campaigns to be posted on the websites or other digital channels specified by the Customer.
• The service of providing the StockCrowd Platform, including maintenance.
• Licence for the non-exclusive use of StockCrowd’s Trademarks, which may not be sub-licensed or transferred.
• Provision of Consulting Services, whenever expressly contracted by the Customer.

2.2. The Service

a) Creating Campaigns

The Customer will be the one that fully creates the content of the Campaigns through the StockCrowd Platform, which will be posted on the websites and digital channels specified by the Customer.

In addition, the StockCrowd Platform will offer different ways to integrate the Campaigns into the Client’s online domain, such as:

• The embedding of an iFrame, which will only be available for some products; or
• The download of an of an HTML file, which will only be available for some Plans (as described below); or
• By hosting on the StockCrowd Platform of custom domains, which will only be available for some Plans; or
• The use of the standard domains made available to Customers by StockCrowd, which is available for all Plans

b) Consulting Services

The Customer can sign up for the Consulting Services with the scope, fees and others conditions to be agreed in the Special Terms and Conditions.

The Consulting Services will always be remotely rendered at distance. If the Customer wishes to obtain the training included in the Consulting Services in situ, the corresponding expenses, which will be notified by StockCrowd, shall be borne by the Customer.

2.3. SaaS Software maintenance and updates

The Parties agree that rendering the service for use of the SaaS Software includes all the upgrades and/or updates of such SaaS Software that, at any time, are available and that may be developed within the framework of this Agreement.

StockCrowd also undertakes to deal with any incidents or errors that occur when rendering the services pursuant to the service level agreement (“SLA”), according to the terms and conditions included in section 5 of this Agreement.

StockCrowd will provide the Customer with access to the StockCrowd Support Center, which consists of a support webpage related to the use of StockCrowd’s software: https://academy.stockcrowd.com.

2.4. Licence for use of StockCrowd’s Trademarks

StockCrowd grants the Customer, which hereby accepts, a non-exclusive licence for the Trademarks provided on the Platform (hereinafter referred to as “StockCrowd’s Trademarks”), with a worldwide scope for no additional consideration, which cannot be sub-licensed, assigned or transferred. The licence will be for the same term as the term of this Agreement and the trademarks may only be used according to this Agreement.

2.5. Use of the StockCrowd Platform

The Customer undertakes to use the StockCrowd Platform according to the terms and conditions in this Agreement and pursuant to the terms and conditions posted on StockCrowd’s website.

The Customer also represents and guarantees to use the StockCrowd Platform pursuant to the laws, rules and regulations that may be applicable from time to time.

The Customer acknowledges to use the Service and StockCrowd Platform solely include the purposes specified in this Agreement and, according to the provisions in the applicable laws on Intellectual Property, it is prohibited to directly or indirectly develop software or technology that implies a partial or full copy of the SaaS Software and/or the StockCrowd Platform or the functions of the aforementioned SaaS Software, reverse engineer, decompile, disassemble, reproduce, translate, modify, create a version of, market, duplicate, remove, convert or transfer to any person or enterprise any ownership disclaimer or application labels, logic diagrams, source codes, data object and/or model, either partially or fully, in any manner or by any means whatsoever, whether mechanical, magnetic, by photocopying or any other means.

The Customer also undertakes not to use the StockCrowd Platform for a purpose or in a manner that could be considered illegal or is prohibited pursuant to the provisions in this document and it will not upload any viruses or malicious code, nor perform any activities that could disable, overload or alter the correct functioning of the StockCrowd Platform, such as automated systems (robots, offline readers, etc.). The Customer may not use the StockCrowd Platform if the applicable laws in its country of residence or the country from where it is accessed prevent access to the Platform and the use thereof.

Apart from the provisions herein, the Customer undertakes to abide by the terms and conditions for use posted on StockCrowd’s website.

If the Customer commits any of the aforementioned prohibited uses, its account will be immediately suspended and the Campaign created, according to section 3.1, will be cancelled, pursuant to the laws in force from time to time.

3. THE CAMPAIGN

3.1. Contents of the Campaign

The Customer shall be the only one responsible for creating the Campaigns for its company on the StockCrowd Platform, according to the templates available from time to time on the StockCrowd Platform. The Parties may agree on additional templates to those offered on the StockCrowd Platform, whenever their contracting is expressly included in the Quote.

The contents of the Campaigns must be decided by the Customer. Therefore, the Customer acknowledges and accepts that the information included in the contents of the Campaigns will be available to the general public and the Customer will be the only party responsible for their content.

For such purpose, the Customer expressly represents and guarantees that it is the holder and/or licensee of the intellectual and industrial property rights that form part of the contents of the Campaigns and will comply with the applicable laws and/or the obligations and/or commitments undertaken with third parties. If the information in the Campaign includes any information related to any person or enterprise other than the Parties, the Customer represents and guarantees that it has previously obtained the relevant express authorisation to be able to publish it and, any obligation, inter alia, for confidentiality or duty of secrecy that could be applicable to the contents subject to publication, will be deemed null and void. The Customer also represents and guarantees that both the information published in the Campaign and that, if any, provided to StockCrowd does not infringe any legally or contractually applicable and enforceable privacy, confidentiality or secrecy obligation whatsoever.

The Customer must indemnify and hold StockCrowd, its executives and employees harmless for any claim, penalty, case or dispute that could arise related to the actions, contents and/or information related to the Campaigns or the use thereof; therefore, the Customer accepts to compensate and hold the StockCrowd Group, its directors, partners, executives and employees harmless for any liability caused by damages, losses and expenses of any kind (including reasonable court costs and fees) related to any claim, case or dispute.

StockCrowd reserves the right to cancel a Campaign, even if it has already been launched and/or is in force, if there are signs or knowledge that the activity and/or material posted by the Customer violates human rights, third-parties rights, industrial and intellectual property, personal data protection rights or is against general interest and/or does not fulfil the law in force from time to time, or even if it detects that socially irresponsible, misleading, discriminatory, fraudulent and/or negative conduct has been committed that could imply risks to StockCrowd’s prestige or any other act that could harm the interests of StockCrowd or another enterprise.

If the Customer includes connections or links to other portals or websites not managed by StockCrowd, StockCrowd hereby states that it has no control whatsoever over such portals or websites nor is it responsible for their contents. Under no circumstances may the aforementioned links be considered a recommendation, sponsorship or distribution by StockCrowd of the information, products and/or services or, in general terms, the contents offered by third parties or in any manner disclosed thereby.

The Customer will choose the online payment method available on the StockCrowd Platform to activate it in its Campaign. Therefore, the Customer will directly contract such service from the provider of the payment method.

The Customer will be the only one responsible for providing information about the tax treatment of the Campaign and, if need be, for issuing and sending the tax certificates for each donation to each of its Users. The StockCrowd Platform enables the Customer to generate an electronic version of the tax certificates. Therefore, StockCrowd‘s involvement is limited to allowing the Customer to access information and generate tax certificates based on the guidelines and information provided by the Users and/or the Customer; therefore the StockCrowd Group does not accept any responsibility for the information provided nor for the fulfilment of the tax obligations by the Customer.

3.2. Use of StockCrowd’s Trademarks

The StockCrowd Trademarks may only be used to advertise the use of the StockCrowd Platform for the Campaign. Under no circumstances may the StockCrowd Trademarks be used for any purposes that are denigratory or that could damage or undermine StockCrowd's reputation.

3.3. Terms and Conditions between the Customer and Users

The Users of the Campaigns published by the Customer shall only hold a legal relationship with the Customer, which will be governed by the terms and conditions stipulated and published in the Campaign, according to which the User must accept the terms and conditions of the Campaign, which must include a disclaimer of third party liability in relation to each Campaign published by the Customer on the Platform.

3.4. The Customer’s licence granted to StockCrowd

The Customer expressly authorises the reference of its position as a customer to be included in StockCrowd’s portfolio, the latter being able to reproduce the Customer’s trademarks and logos for this sole purpose, both on its website and in the presentations and documents provided to other potential customers, whenever the Customer does not notify its express opposition in this respect.

The Parties are also authorised to publish the customary advertisements in the publications of their choice. to advertise the Campaign, being able to mention the provision of the Services by StockCrowd. To this effect, StockCrowd expressly authorises the Client to publish information related to the Campaign and/or its creation, in accordance with clause 3.1.

StockCrowd may use the contents of any of the Customer’s Campaigns as a business case, providing these contents have been previously approved between the Parties.

For the avoidance of doubt, it is hereby stated that StockCrowd is under no obligation to carry out any promotional or publication activity for the Campaigns, unless this has been agreed in the Special Terms and Conditions or afterwards in writing between the Parties.

4. SUBSCRIPTION TO THE SERVICE

4.1. Tariff and terms of payment. Subscription system.

StockCrowd makes available to you different subscription plans ("Plan") details of which can be found at the following link: https://www.stockcrowd.com/es-es/pricing (these terms will apply only in the jurisdictions set out in such link). The terms and conditions set out in the above link for each Plan shall form part of these Terms and Conditions.

Please note that the rates applicable to the place of the Customer's tax residence shall apply.

The remuneration for the Service shall be as set out on the website for each Plan and may consist, where applicable, of:

• A software commission ("Software Commission") which will be determined by applying a percentage (%) on the total transactions carried out in all of the Client's Campaigns active through the Platform; and depending on the contracted Plan; plus.
• A fixed fee ("Fixed Base Fee"), which will come into effect when the Client has access to the StockCrowd Platform for the publication of Campaigns through the same. The aforementioned fee corresponding to the use of the Platform shall accrue on an annual basis, at the beginning of each year as from the subscription of this Contract, without prejudice to the payment being split monthly, amount corresponding to the Fixed Base Fee.

The remunerations described above shall be calculated and invoiced in the currency stated in the price plan.

The Software Commission will be paid automatically through SC PAY (defined below) for the Plans in which this payment method is incorporated. StockCrowd will periodically issue an invoice with a breakdown of the Software Services Fee charged to the Customer during the previous month. For Plans that allow the use of payment methods other than SC PAY, the Software Fee will be invoiced in the same manner as the Fixed Base Fee.

The Fixed Base Fee shall be invoiced in advance on the last day of the previous month and shall be paid on the date indicated on the corresponding invoice by direct debit to the Customer's account indicated for this purpose in the Particular Conditions.

The Fixed Base Fee will accrue, where applicable, regardless of the use that the Client makes of the Platform, therefore, your fee will not be reduced by the use that you make of the Platform.

Likewise, the remuneration will be updated annually in accordance with the variations experienced by the General National Index of the Consumer Price Index System (I.P.C.) published by the National Institute of Statistics or the body that replaces it. However, in any case, StockCrowd may revise the remuneration, and whenever the scope of the services foreseen varies, and said modifications must be agreed by means of the acceptance of a Quotation or update of the Particular Conditions.

By signing this Contract, the Client expressly agrees and consents to receive invoices by telematic means.

4.2 Payment method

The payment methods that are integrated in the StockCrowd Platform and that the Client may offer to Users are StockCrowd Pay, Redsys, Adyen, Paypal, PayU, Mercado Pago, Netpay, PesoPay, among others. However, some Plans only allow the Client to offer StockCrowd PAY ("SC PAY") as a payment method to Users.

SC PAY operates through the Stripe platform ("Stripe"), operated by Stripe Payments Europe, Ltd., whose payments are processed by the Irish entity Stripe Technology Europe, Ltd., authorised as an electronic money financial institution and regulated by the Central Bank of Ireland (European code: IEC187865 and identification number (LEI) 549300T7WU87LQYO0K16).

The Customer will register with Stripe, thereby creating an account connected to SC PAY on this platform. By registering with Stripe, the Customer accepts Stripe's terms and conditions, including its privacy policy.

From SC PAY, StockCrowd will be able to accept payments made by Users, which will be transferred to the Customer's bank account after deduction of the corresponding Software Commission, which will be deducted from the User's donation and transferred to StockCrowd's account. The Software Commission includes the Stripe platform fee, details of which can be found at the following link:

• Spain: https://stripe.com/es/pricing
• UK: https://stripe.com/gb/pricing
• Mexico: https://stripe.com/mx/pricing

Without prejudice to the foregoing, the User will be given the option of collaborating with the payment of the Software Commission in the percentage that has been established according to the Plan contracted by the Client, in such a way that they will increase their donation by said percentage for the purposes of paying the corresponding Software Commission. If the User does not collaborate in the payment of the Software Commission, this will be deducted from the amount of the donation.

4.3. Change in the Tariff and contracting of additional products

The Client may, at any time during the term of the Services, change their Plan through their StockCrowd account.

If you decide to change your Plan to a higher Plan, the higher Plan will come into effect immediately so that you can enjoy all the additional products and/or services offered by our StockCrowd Platform. The Campaigns in force at the time of the change of Plan to a higher Plan will remain operative and the Client will be able to apply all the advantages offered by the higher Plan to them. Once the higher Plan has been applied, the days that the Client has used one Plan or the other will be taken into account and each of them will be invoiced proportionally, compensating, where appropriate, the amount that you would have paid for your old Plan. For these purposes, the change of Plan will take effect at 00:00h. on the day on which it is made.

If, on the other hand, you choose to change to a lower Plan, you must contact us by e-mail at administracion@stockcrowd.com. Once you have negotiated with us the change of Plan for one with a reduced price, this change will take effect on your next billing date. Therefore, the change of Plan will be effective on that date and you will be able to continue using the products and/or services offered by the higher Plan until your next billing date.

In addition, the Customer may, at any time during the term of the Services, purchase additional services and/or products that do not correspond to its Plan and that are offered separately on the StockCrowd Platform. The additional product and/or service will be available to the Client from the moment it is contracted, which will be carried out through the StockCrowd Platform, and the corresponding rate will be applied in the month of contracting.

4.4. Taxes

The aforementioned tariffs of StockCrowd exclude any taxes or rates that are levied in the jurisdiction where they must be paid or received; therefore, the corresponding tax rate according to the applicable tax laws in force from time to time will be added to the agreed tariffs and fees. The Customer hence accepts to pay the taxes related to StockCrowd’s services.

We hereby inform you that the Value Added Tax (VAT) will be added to the tariffs for customers residing in Spain. The VAT will not be added if the Customer resides in the European Union and the services are billed by the company StockCrowd Fanraising, S.L. because we presume you are registered for VAT purposes in your Member State and you must provide us with your VAT registration number under which you are registered.

4.5. Default

In the case of default by the Customer, StockCrowd will request the Customer to pay the whole of the outstanding amount within a maximum term of fifteen (15) days. If the invoices have not been paid when such term has expired, StockCrowd will cancel the Customer’s account and delete the contents of the Campaign/s, along with the data obtained related thereto, within a term of sixty (60) days counted from when the aforementioned term of thirty (30) days expires, all the foregoing according to section 9.2 in this Agreement.

In the case of default, the interest that is applicable to default in commercial transactions, according to the laws in force from time to time, will be added to late payment in commercial transactions.

4.6. Update payment information

In the event that an update of payment information is required, the StockCrowd Platform will allow such update to be made within the Client's personal area.

In the event that the payment information is not properly updated and StockCrowd is unable to process the collection of its remuneration, the Client acknowledges and agrees that StockCrowd shall be entitled to suspend the Client's account until such update occurs.

• SERVICE LEVEL AGREEMENT
  • StockCrowd will provide and maintain the SaaS Software according to the service levels specified in this section.
  • StockCrowd undertakes to place a priority on the contracted service and respond to any incidents according to the provisions in this section. The response time by StockCrowd will depend on the tariff contracted and the type of incident, according to the provisions in sections 5.6 and 5.7 below. Response time is deemed to mean the time elapsed between the incident being reported and StockCrowd’s technical response. The incident may be reported by sending an email to the following address: help@stockcrowd.com, calling the number specified on the StockCrowd Platform or through any support ticketing system that StockCrowd makes available to the Customer on the Platform, which will result in a possible solution to the incident or a request for further information.
    
    The incidents will be resolved by phone support, email or through the StockCrowd academy referred to in section 2.3 or by any other means made available to the Customer on the Platform. For such purpose, it is indispensable that the Customer has computer and phone connection so that this service can be provided.
  • StockCrowd’s technical team will be available at the following times:
    • CET (UTC and UTC +1): Continuously from 8 am to 7 pm, Monday to Friday. Outside of this timetable, the Customer can contact us by email with a system for urgent technical service by StockCrowd through the 24x7x365 option.
    • CST (UTC -6h): Continuously from 8 am to 7 pm, Monday to Thursday and Friday from 8 am to 3 pm. Outside of this timetable, the Customer can contact us by email or by the support ticketing system for urgent technical service by StockCrowd through the 24x7x365 option.
  • The Customer must immediately report all incidents and provide access to the facilities, equipment and services included in the SaaS Software.
  • Service levels
    StockCrowd guarantees that the SaaS Software will be available for the percentage of time specified below, which is considered as being within the period stipulated in the Agreement.
    The service level of the SaaS Software will be measured in each month of the term of this Agreement. It will be calculated considering the number of minutes in each month, counting 44,640 minutes for a month with 31 days.
    If the time of availability of any element in the SaaS Software falls below the service levels specified below, a penalty will be applied as a credit for the Customer, a quantity that will be compensated in the next invoice issued by StockCrowd to the Customer for the SaaS Software. Under no circumstances will the penalty be in cash; therefore, no monetary amount will be paid to the Customer. The penalty will not be applicable if the Agreement in force has expired or if there is any default in payment by the Customer.
    The scheduled maintenance work is not considered to be included in a period of unavailability. StockCrowd will make its best efforts to perform the maintenance work that could affect the system’s productivity at a time with the least traffic for the Customer, with 48 hours’ prior notice. You will be notified seven (7) days beforehand by email if the maintenance work implies a technical stoppage of longer than 120 minutes.
    In any case, the maximum total penalty in any month will be limited to 60% of StockCrowd’s total Fixed Base Fee, or, if the Fixed Base Fee is not applicable, 40% of the amount actually paid by the Client to StockCrowd for the Services during the immediately preceding base monthly fee, regardless of the reason, as the percentage corresponding to the remuneration StockCrowd receives for the provision of the SaaS Software service.
    We provide below the details of the compensation scheme due to failure to fulfil the stipulated minimum service levels:

    Availability	Compensation with services
    Between 99% and 99.95%	1%
    Between 95% and 99%	2%
    < 95%	4%

  • Troubleshooting
    StockCrowd undertakes a commitment to apply the following table of penalties that will be applicable to the parameter of time taken to resolve a service incident when this occurs in the SaaS Software. The time is calculated from when the incident is reported until StockCrowd’s response, according to the provisions in section 5.7 below, depending on the tariff contracted and the type of incident.
    If StockCrowd does not reach the guaranteed response time or the time for resolving the incident specified in this section, a penalty will be applicable as a credit for the Customer to be compensated in the next invoice issued by StockCrowd to the Customer for the SaaS Software. Under no circumstances will the penalty be in cash or any other monetary form. The penalty will not be applicable if the Agreement has expired or if there is any default in payment by the Customer.

    Service Level	Compensation with services
    Up to 2 hours	1%
    From 2 to 4 hours	3%
    From 4 to 6 hours	5%
    More than 6 hours	5%

    It is important that the incidents are reported according to the provisions in this section.
  • Response time
    The response times that StockCrowd guarantees to the Customer are specified below, depending on the priority placed on the type of incident, which will be determined by StockCrowd based on its criteria, technical know-how and experience.

    Priority	Type of incident	Response time
    	1 - Very serious (the software cannot be normally operated)	Up to 2 hours
    	2 - Serious (the software can be normally operated but some functions are not available)	From 2 to 4 hours
    	3 - Normal (some functionality of the software is affected, but it operates normally)	From 4 to 6 hours
    	4 - Minor (no aspect related to the normal operation of the software is affected)	After analysing the incident, StockCrowd will notify you of the estimated time for resolution

    The Customer will be entitled to use the support service referred to in this section at the times allowed in the contracted tariff, which will be specified in the description of the services included in such tariff.
    The response times will be calculated from the time when the Customer sends a request for support, according to section 5.3 above. Similarly, working hours will be considered to calculate the response time according to the applicable time slots and the official schedule for working hours in force in the relevant jurisdiction.
  • Limited liability
    The quantity subject to possible compensation derived from Saas Software will amount to the equivalent of 60% of the aforementioned Fixed Base Fee, as it is the percentage corresponding to the remuneration that StockCrowd receives for the SaaS Software. In the event that the Fixed Base Fee does not apply, for the purpose of calculating the limit of liability, 40% of the amount actually paid by the Client to StockCrowd as remuneration for the SaaS Software Services during the immediately preceding month shall apply, i.e. the amount subject to any compensation for services would amount to 40% of the amount actually paid by the Client to StockCrowd, as the case may be.
    The guarantees for the service levels referred to in this section shall not be applicable if the Customer is in a situation of default in payment for StockCrowd’s services, for any reason, including merely being in arrears in its payment obligations.

• 5.9. Exclusions
  For the purpose of this section 5, the following situations shall not be considered incidents:
  • Any incident that is not caused by the SaaS Software.
  • The incident is caused by incorrect use of the Platform by the Customer, in other words not in accordance with the specifications and permissions provided by StockCrowd.
  • The Customer makes changes that are not authorised by StockCrowd.
  • The Customer hinders StockCrowd in the maintenance and updates of the Platform and in providing possible solutions to incidents.
  • The incident is caused by equipment, software or services that are not part of this Agreement or the StockCrowd Platform (including network or other failures outside the StockCrowd Platform) or due to incorrect repair of equipment by the Customer or a third party not authorised by StockCrowd.
  • Loss of business, profits, consequential loss, equity harm and any other damages caused by intruders in the system. StockCrowd will not accept any liability for loss of business, profits, consequential loss, or equity harm (including cash or payment methods) due to failures or breakdowns that are not related to the activity performed by StockCrowd.
  • Situations of force majeure, such as floods, fires, earthquakes, strikes, nuclear disasters, terrorist acts and any similar extraordinary event that could also affect the availability of StockCrowd’s staff or access to the Customer’s premises or systems, including Internet connection.
  In any case, the liability of StockCrowd for fault or minor negligence may not exceed the annual amount equivalent to 60% of the Monthly Fees paid during one (1) year, as it is the percentage corresponding to the remuneration that StockCrowd receives for the provision of the SaaS Software Service. In the event that the Fixed Base Fee does not apply to a tariff, for the purposes of calculating the limit of liability, 40% of the amount actually paid by the Client to StockCrowd during one (1) year shall be applied as remuneration for the Services, i.e. StockCrowd's liability for fault or slight negligence may not exceed, in the event that the Fixed Base Fee does not apply to the tariff contracted by the Client, 40% of the amount actually paid by the Client to StockCrowd.

6. PRIVACY AND CONFIDENTIALITY

The Parties shall keep the following absolutely confidential: any information, data or materials they are aware of, are disclosed to them or that they handle in order to provide the service, except for information considered to be in the public domain. For such purpose, they undertake to handle all the information that they have access to while this Agreement is in force with the utmost confidentiality and to ensure and guarantee the secrecy of any information they obtain by virtue thereof and they may not use it for any purpose other than that specified herein.

Since the Parties could share confidential information with their employees, they agree to reinforce the confidential nature among them, being responsible for them committing any possible infringement of this obligation.

7. INDUSTRIAL AND INTELLECTUAL PROPERTY

7.1. Industrial and intellectual property rights

The following shall be deemed to be exclusively owned by StockCrowd: all the texts, graphics, trademarks, user interfaces, videos, artwork, software and source code, in other words any industrial and intellectual property rights for the SaaS Software, the StockCrowd Platform and/or any related supporting material, identification symbols, banners and graphics, as well as any upgrades and updates that could be developed by StockCrowd during the valid term of this Agreement; therefore the Customer must abstain from using or registering intellectual property works, patents, trademarks and other distinctive signs related to the SaaS Software and the StockCrowd Platform in its name or in the name of any third party.

No provision in this Agreement may be implicitly or explicitly interpreted as an assignment or transfer of the industrial or intellectual property rights related to the SaaS Software as a Service and/or technology to the Customer. By virtue of this Agreement, the Customer is obliged to meticulously observe the ownership of these rights and to notify StockCrowd in writing of any infringement of these rights of which it may become aware.

The Customer undertakes to inform the Users that access the Campaign that they are prohibited from copying, modifying, distributing, transferring, reproducing, publishing, assigning or selling the aforementioned elements or creating new products or services based on the information obtained. The Customer shall not be held liable in any manner for the use made by third-party users of the Customer’s website where the campaigns are posted and the Customer shall be exonerated from any infringement or violation of StockCrowd’s rights committed by third parties.

7.2. Indemnity, liability and guarantees

STOCKCROWD WILL MAKE THE SAAS SOFTWARE AND STOCKCROWD PLATFORM AVAILABLE TO THE CUSTOMER IN “AS IS” CONDITION AND, TO THE MAXIMUM EXTENT PERMITTED BY LAW, WITH NO EXPRESS OR IMPLICIT GUARANTEES OF ANY KIND BEING GRANTED, INCLUDING, BUT NOT LIMITED THERETO, ANY GUARANTEE OF MARKETABILITY, PATENTABILITY AND/OR FITNESS FOR A CERTAIN PURPOSE, NOR THE EXISTENCE OF DEFECTS OR ERRORS, NOR REGARDING ITS CAPACITY TO BE INTEGRATED IN A CERTAIN SYSTEM, TITLE OR THAT THEY WILL NOT INFRINGE A PATENT OR OTHER INTELLECTUAL AND/OR INDUSTRIAL PROPERTY RIGHTS HELD BY THIRD PARTIES.

STOCKCROWD SHALL NOT BE HELD LIABLE FOR ANY ERROR THAT COULD BE CAUSED BY THE STOCKCROWD PLATFORM OR DUE TO ITS USE, APART FROM THE PROVISIONS IN SECTION 5 ABOVE, EVEN IF IT CAUSES AN INTERRUPTION IN THE SERVICE RENDERED TO THE CUSTOMER OR IN CASES OF DELAYS OR MALFUNCTIONING. IT SHALL NEITHER BE HELD LIABLE FOR ANY EFFECT OR CONSEQUENCE DIRECTLY OR INDIRECTLY RELATED TO USING THE PLATFORM OR BEING UNABLE TO USE IT OR THE MALFUNCTIONING THEREOF, THE ACTIONS STEMMING FROM INCORRECT USE OF THE PROGRAM OR CLAIMS MADE BY THIRD PARTIES. IN THIS REGARD, THE CLIENT DISCLAIMS ALL RESPONSIBILITY TO STOCKCROWD REGARDING THE SERVICES THAT THE PAYMENT GATEWAY(S), FREELY CHOSEN BY THE CLIENT FROM AMONG THOSE AVAILABLE ON THE PLATFORM, PROVIDES TO THE CLIENT.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, STOCKCROWD SHALL BE EXONERATED FROM ALL LIABILITY RELATED TO THE SERVICES RENDERED BY SUCH THIRD PARTIES FOR ANY CLAIMS OF ANY KIND AND LEGAL ACTIONS THAT COULD BE FILED RELATED THERETO.

ALTHOUGH STOCKCROWD HAS ADOPTED ALL THE APPROPRIATE MEASURES TO GUARANTEE SECURITY IN THIS RESPECT, IT DOES NOT CONTROL OR GUARANTEE THAT THERE ARE NO VIRUSES OR OTHER ELEMENTS IN THE CONTENTS THAT COULD CAUSE ALTERATIONS TO THE IT SYSTEM (SOFTWARE) OF THE CUSTOMER, THE USER OR IN THE ELECTRONIC DOCUMENTS AND FILES STORED IN THEIR IT SYSTEMS. THE CUSTOMER EXONERATES THE STOCKCROWD GROUP, ITS DIRECTORS, PARTNERS, EXECUTIVES AND EMPLOYEES FROM ALL LIABILITY FOR DAMAGES OF ANY KIND THAT COULD BE CAUSED DUE TO THE PRESENCE OF A VIRUS IN THE CONTENTS.

IF ANY OTHER REGULATION OR LAW OF COMPULSORY APPLICATION IN FAVOUR OF THE CUSTOMER PREVAILS OVER THESE TERMS AND CONDITIONS, THE PARTIES AGREE THAT THEY SHALL BE LIMITED TO THE SHORTEST PERIOD OF TIME POSSIBLE AND TO THE MINIMUM AMOUNT OF LIABILITY REQUIRED BY THAT REGULATION OR LAW.

IF STOCKCROWD HOLDS ANY LIABILITY RELATED TO THIS AGREEMENT, THE PARTIES AGREE THAT THIS SHALL BE LIMITED TO THAT STIPULATED IN SECTION 9.

UNDER NO CIRCUMSTANCES SHALL EITHER OF THE PARTIES BE HELD LIABLE IN ANY MANNER BY THE OTHER PARTY FOR ANY CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT.

8. DATA PROTECTION

8.1. Between StockCrowd and the Customer that enters into the agreement with StockCrowd Fanraising, S.L.

Since rendering the services object of this Agreement means that StockCrowd must process personal information, it shall at all times comply with the data protection law in force. In its position as data processor, StockCrowd undertakes to access and process the data in accordance with the instructions provided by the data controller company. It may not use the data for any purpose apart from the one specified in this Agreement.

StockCrowd shall process the data it receives from the Customer in an aggregate and anonymous manner, being able to use them as part of the internal data processing procedures in order to improve the quality of the service StockCrowd offers. Under no circumstances may StockCrowd disclose data about the Customer or data provided by the Customer beyond what is permitted by virtue of this Agreement, nor may it provide the data to third parties unless it is legally obliged to do so.

StockCrowd shall maintain the duty of secrecy for the data provided by the Customer, even after the end of the assignment. It also expressly undertakes to ensure that the non-disclosure commitment is expressly undertaken in writing by the staff that carries out the data processing, and this commitment must be documented and provided to the Customer.

StockCrowd undertakes not to disclose to other persons or institutions the data it processes in order to fulfil this Agreement. The Customer authorises StockCrowd to use another processor (sub-processor), in order to render all or part of the service, object of this Agreement. StockCrowd undertakes to enter into a written agreement or binding legal document with the sub-processor, in which it accepts the instructions received by the company to process the personal data and undertakes the same obligations and security measures outlined in this Agreement.

StockCrowd expressly undertakes to adopt the required security measures, implementing appropriate techniques to ensure a suitable level of security based on the risk assessment conducted. StockCrowd ensures the ongoing confidentiality, integrity, availability and recovery of the processing systems and services. It must notify the Customer immediately if there is a security breach, outlining the nature of the breach, the number of data subjects concerned, the consequences, the measures adopted and the name and contact details of the Data Protection Officer, if any. StockCrowd shall provide the Customer with all the information required to prove its compliance with the data protection regulations, including inspections and audits conducted by the Customer, or any other auditor authorised thereby.

StockCrowd is obliged to immediately provide the Customer with the information it receives from any data subject in relation to exercising their rights of access, rectification, erasure and objection, restriction of processing, data portability and their right not to be subject to individualised automated decision-making.

Once the service has been rendered, the Customer may export the data provided or entered on the Platform; however, StockCrowd may keep them, providing they are previously anonymised, if liabilities could arise related to the service. This data processor agreement will remain in force for as long as the contractual relationship lasts between the signatory parties.

The data contained in this Agreement, as well as those stemming from the contractual relationship, must be processed by the parties in order to fulfil this Agreement. Similarly, such data shall be processed by StockCrowd in an aggregate and anonymous manner and they may form part of the internal data processing procedures in order to improve the services it offers. The data will be stored until the statute of limitations expires to claim liability for their processing, and they must not be assigned to third parties unless there is a legal obligation to do so. The legal basis for the data processing is to execute this Agreement. The data subject may exercise, at any time, his/her rights of access, rectification, erasure, objection, restriction and data portability. This can be carried out by sending a letter, along with a copy of an official document that identifies the data subject, to the address specified by the Customer for such purpose. If the data subject disagrees with the data processing, he/she is also entitled to submit a claim to the Spanish Data Protection Agency or the competent body, according to the applicable laws.

Notwithstanding the foregoing, the Parties may agree to a separate privacy policy for each Campaign, the terms of which will be set out in the Special Terms and Conditions.

8.2. Between StockCrowd and the Customer that enters into the agreement with StockCrowd UK Limited, a corporation incorporated under the laws of England & Wales, with registered company number 12353984 and whose office address is Nexus House, 2 Cray Road, Sidcup, Kent, DA14 5DA, United Kingdom.

Given that in the provision of the services covered by this contract StockCrowd must process information of a personal nature, it will at all times comply with current legislation on Data Protection. StockCrowd, in its role as data processor, undertakes to access and process the data in accordance with the instructions provided by the responsible company, without being able to use the data for any purpose other than that determined in this contract.

StockCrowd will process the data it receives from the Client in a global and anonymous manner, and may use it as part of the internal data processing processes with the aim of improving the quality of the service offered by StockCrowd. Under no circumstances may StockCrowd disclose the Client's data or data provided to it by the Client beyond what is permitted under this Agreement or provide the data to third parties unless legally obliged to do so.

StockCrowd will maintain the duty of secrecy regarding the data supplied by the Client, even after the end of the assignment. StockCrowd also expressly assumes the obligation to have the confidentiality commitment, expressly and in writing, on the part of the personnel who carry out the processing, and this obligation must be documented and available to the Client.

StockCrowd assumes the obligation not to communicate to other persons or entities the data that it processes for the fulfilment of the present contract. The Client authorises StockCrowd to use another person in charge (subcontractor) for the provision of part or all of the service that is the object of the present contract. StockCrowd undertakes to enter into a written agreement or binding legal act with the sub-processor, in which it assumes the instructions received by the company for the processing of personal data and the same obligations and security measures that are expressed in this contract.

StockCrowd expressly assumes the obligation to implement the necessary security measures, applying the appropriate techniques to ensure an adequate level of security based on the risk assessment carried out. StockCrowd guarantees the confidentiality, integrity, availability and permanent recovery of the processing systems and services. In the event of security breaches, it shall immediately notify the Client, describing the nature of the breach, the number of people affected, the consequences, the measures taken and, if available, the name and contact details of the Data Protection Officer. StockCrowd shall make available to the Client all information necessary to demonstrate its compliance with data protection regulations, including inspections or audits by the Client, or another auditor authorised by the Client.

StockCrowd has the obligation, immediately, to communicate to the Client the information it has received from any affected party in relation to the exercise of the rights of access, rectification, suppression and opposition, limitation of processing, data portability and not to be subject to automated individualised decisions.

Once the service has been completed, the Client may export the data provided or entered on the Platform, although StockCrowd may retain them provided that it previously proceeds to anonymise them, as long as liabilities may arise from the provision of the service. This data processor agreement shall remain in force for the duration of the contractual relationship between the signatory parties.

The data contained in this contract, as well as those derived from the contractual relationship, will be processed by the parties for the purpose of complying with this contract. Likewise, said data will be processed by StockCrowd in a global and anonymous manner and may be part of the internal processes of data processing with the aim of improving the services offered. The data will be kept until the liabilities arising from its processing expire and will not be passed on to third parties unless legally obliged to do so. The legal basis for the processing is the performance of this contract. At any time, the data subject may exercise the rights of access, rectification, deletion, opposition, limitation and portability. This can be done in writing, accompanied by a copy of an official document that identifies him/her, addressed to the address of StockCrowd. In the event of disagreement with the processing, you also have the right to lodge a complaint with the Information Commissioner's Office or competent body in accordance with the applicable legislation. For this purpose, the Customer is informed that StockCrowd UK Limited is registered under number ZB326934 with the Information Commissioner's Office.

Notwithstanding the foregoing, the Parties may agree on a separate privacy policy for each Campaign, the terms of which shall be set out in the Particular Conditions.

8.3. Between StockCrowd and the Customer that enters into the agreement with StockCrowd Fan Mexico, Sociedad Anónima Promotora de Inversión de Capital Variable.

Given that in the provision of the services covered by this contract StockCrowd must process information of a personal nature, it will at all times comply with current legislation on Data Protection. StockCrowd, in its role as data processor, undertakes to access and process the data in accordance with the instructions provided by the responsible company, without being able to use the data for any purpose other than that determined in this contract.

StockCrowd will process the data it receives from the Client in a global and anonymous manner, and may use it as part of the internal data processing processes with the aim of improving the quality of the service offered by StockCrowd. Under no circumstances may StockCrowd disclose the Client's data or data provided to it by the Client beyond what is permitted under this Agreement or provide the data to third parties unless legally obliged to do so.

StockCrowd shall maintain the duty of secrecy with respect to the data provided by the Client, even after the completion of the assignment. It also expressly assumes the obligation to have the commitment of confidentiality, expressly and in writing, on the part of the personnel who carry out the processing, and this obligation must be documented and available to the Client.

StockCrowd assumes the obligation not to communicate to other persons or entities the data that it processes for the fulfilment of this contract. The Client authorises StockCrowd to use another person in charge (subcontractor) to provide part or all of the service that is the object of this contract. StockCrowd undertakes to enter into a written agreement or binding legal act with the sub-processor, in which it assumes the instructions received by the company for the processing of personal data and the same obligations and security measures that are expressed in this contract.

StockCrowd expressly assumes the obligation to implement the necessary security measures, applying the appropriate techniques to guarantee an adequate level of security based on the risk assessment carried out. StockCrowd guarantees the permanent confidentiality, integrity, availability and recovery of the processing systems and services. In the event of security breaches, it shall immediately notify the Client, describing the nature of the breach, the number of people affected, the consequences, the measures taken and, if available, the name and contact details of the Data Protection Officer. StockCrowd shall make available to the Client all information necessary to demonstrate its compliance with data protection regulations, including inspections or audits by the Client, or another auditor authorised by the Client.

StockCrowd has the obligation, immediately, to communicate to the Client the information it has received from any affected party in relation to the exercise of the rights of access, rectification, suppression and opposition, limitation of processing, data portability and not to be subject to automated individualised decisions.

Once the service has been completed, the Client may export the data provided or entered on the Platform, although StockCrowd may retain them provided that it previously proceeds to anonymise them, as long as liabilities may arise from the provision of the service. This data processor agreement shall remain in force for the duration of the contractual relationship between the signatory parties.

Notwithstanding the foregoing, the Parties may agree on a separate privacy policy for each Campaign, the terms of which shall be set out in the Particular Conditions.

8.4. Campaign data protection

The Customer must process personal information obtained from the Campaign, and therefore undertakes to fulfil the data protection laws and regulations in force, holding the StockCrowd Group, directors, partners, executives and employees harmless for any liability.

The Customer undertakes to include the terms and conditions that will regulate its legal relationship with the User of its Campaigns. Therefore, the Customer will hold the StockCrowd Group, directors, partners, executives and employees harmless for any claims and/or penalties that the latter may incur as a result of third-party claims related to or stemming from the Campaign, and this must be stated in the Campaign’s terms and conditions.

Moreover, the Customer undertakes to inform the Users of the applicable terms and conditions stipulated in this Agreement, in particular the following, inter alia:

The following shall be deemed to be exclusively owned by StockCrowd: all the industrial and intellectual property rights for the SaaS Software, the StockCrowd Platform and/or any related supporting material, identification symbols, banners and graphics, as well as any upgrades and updates that could be developed by StockCrowd during the valid term of this Agreement; therefore, the User must abstain from using or registering in its name or the name of any third party intellectual property works, patents, trademarks and other distinctive signs related to the SaaS Software and the StockCrowd Platform that imply a full or partial copy of the SaaS Software and/or StockCrowd Platform in accordance with the provisions in the Intellectual Property Act and applicable law.

The Customer can find examples of data protection provisions on the StockCrowd Platform. However, the Customer acknowledges and accepts that it will be the only party responsible for such provisions, undertaking to check its contents in order to ensure that the text complies with the applicable laws. Therefore, the Customer shall exonerate the StockCrowd Group, directors, partners, executives and employees from all liability, undertaking to hold them harmless in this respect.

9. TERM AND TERMINATION

9.1. Term

This Agreement will come into force on the date it is signed and remain in force for one (1) year, and it may be extended indefinitely for periods of one year, unless either of the Parties, i.e. StockCrowd or the Customer, provides written notice of its intention to terminate the Agreement at least fifteen (15) days before the expiry date of its term or any of its extensions.

Therefore, the Customer must, in all cases, complete each full year for payment; hence, the full year for payment will end on the expiry date. In the event of early termination of the Agreement for any reason, the Customer must pay StockCrowd the outstanding Fixed Base Fees up to the time such year ends.

Notwithstanding the foregoing, both parties expressly accept that the obligations related to non-disclosure and intellectual property regulated in this Agreement, as well as the guarantees undertaken by the Customer to hold StockCrowd harmless, shall remain in force for the maximum term permitted by the law in force and, in any case, while the information remains confidential.

9.2. Termination

This Agreement will terminate upon the expiry of its valid term if the Parties decide not to extend the collaboration at the end of the term stipulated in section 9.1 or any of its extensions.

Notwithstanding the foregoing, the Parties will be authorised to terminate this Agreement immediately for any of the following reasons:

• Mutual agreement between the Parties.
• Serious and repeated breach of the contractual object or the stipulated terms to be fulfilled.
• Breach of any of the sections of this Agreement by any of the parties if the breach is capable of remedy and the party fails to remedy such breach within fifteen (15) business days, counted from the date written notice is received thereof.
• If the Campaigns posted or activities developed by the Customer through the StockCrowd Platform violate human rights, third-party rights, industrial and intellectual property rights, personal data protection rights or are against general interest and/or do not fulfil the law in force from time to time, or even if it detects that socially irresponsible and negative conduct has been committed that could imply risks to StockCrowd’s prestige or any other act that could harm the interests of StockCrowd or another enterprise.

Under no circumstances may the maximum aggregate liability of StockCrowd for any claim related to this Agreement exceed the amount of the annual payment of the Fixed Base Fees effectively paid for the services rendered by virtue of this Agreement, except in cases of fraud or wilful misconduct.

The termination of the Agreement for any of the aforementioned reasons will also imply the automatic and immediate economic settlement of the outstanding obligations by both parties, notwithstanding the compensation for damages that could arise, if any.

Once the Agreement has been terminated, the Customer will have thirty (30) days to access its data and remove the information from the Platform. After such term has elapsed, StockCrowd will have the right to delete the information and close the Customer’s account on its Platform.

10. NOTICES

Any notices that must be provided by the parties in relation to this Agreement must be sent in writing, by email with acknowledgement of receipt, to the email addresses of the parties specified below in this section. Moreover, the parties are authorised to send notices by any registered means that guarantees receipt by the addressee and they must be sent to the addresses stated ut supra in this Agreement to the contact persons who are recorded as the parties’ legal representatives.

On behalf of the Customer: specified in the Special Terms and Conditions.

On behalf of StockCrowd: administracion@stockcrowd.com.

The parties may change their address for notices by sending notification thereof to the other party at least ten (10) days before the date when the change will be applicable.

11. MISCELLANEOUS

11.1. Assignment

The Parties may not assign any of the obligations and rights undertaken by virtue of this Agreement to any third party without the prior written consent of the other Party. Notwithstanding the foregoing, StockCrowd may fully or partially assign the rights and obligations in this Agreement to any company in its group, including its subsidiaries and affiliates, with no need to obtain the prior consent of the other Party and, in any case, notifying the Customer of such aspect.

11.2. Severability

If any section in this Agreement is declared fully or partially null and void, such nullity and invalidity shall only affect such provision or the part thereof that is deemed null and void and the rest of the Agreement shall remain in force, with such provision or the part thereof that is deemed null and void being considered as not included. For such purpose, the Agreement shall only be deemed invalid in the cases expressly mentioned in the previous sections, as well as exclusively with respect to the null and void provision, and no other part or provision of this Agreement shall be deemed null, void, impaired or affected by such nullity or invalidity, except when it would fully affect it because it is an essential element of this Agreement.

11.3. Independence of the Parties

The parties accept that the relationship they hold by virtue of this agreement under no circumstances implies that a company, agency, labour relationship, mandate or partnership is created and neither of them may undertake obligations of any kind on behalf of the other party without the express written consent of the latter.

12. SPECIFIC TERMS ACCORDING TO THE JURISDICTION

Depending on the place where you are resident, you will sign this Agreement with the company in the StockCrowd Group specified below, and the terms and conditions set out in this section shall be applicable:

• a) If the Customer is a resident of the United Kingdom, this Agreement is signed with the company StockCrowd UK Limited with registered company number 12353984, and in this case:
  This Agreement shall be governed and construed according to the laws of England & Wales.
  The parties expressly agree to submit any dispute that may arise related to this Agreement to the courts and tribunals of the city of London, except where the applicable law dictates a different mandatory forum.
  Except for a member of the StockCrowd Group and unless expressly specified in this Agreement, a person who is not Party to this Agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce or rely on a provision of this Agreement.
  To the maximum extent permitted by law, including the Consumer Rights Act 2015, the liability of any StockCrowd Group member is limited to the liability, scope and extent expressly set out in this Agreement.
  
  
  
• b) If the Customer is a resident of the United Mexican States, this Agreement is signed with the company StockCrowd Fan Mexico, Sociedad Anónima Promotora de Inversión de Capital Variable wit registered company number RFC SFM200824EJ0, and in this case:
  This Agreement shall be governed and construed according to the laws of the United Mexican States.
  The parties expressly agree to submit any dispute that may arise related to this Agreement to the courts and tribunals of the City of Mexico, except where the applicable law dictates a different mandatory forum.
  To the maximum extent permitted by law, the liability of any StockCrowd Group member is limited to the liability, scope and extent expressly set out in this Agreement.
  
  
  
• c) If the Customer is a resident in any other country not included in the previous section, the Agreement shall be signed with the Spanish Company StockCrowd Fanraising, S.L., and in this case:
  This Agreement shall be governed and construed according to Spanish law.
  The parties expressly agree to submit any dispute that may arise related to this Agreement to the courts and tribunals of the city of Barcelona, except where the applicable law dictates a different mandatory forum.