TERMS AND CONDITIONS OF SERVICE

Company: KUFLOW, S.L. (hereinafter referred to as KUFLOW)

CIF (Spanish Tax Identification number for companies): B02951978

January 2022

1. PURPOSE AND ACCEPTANCE OF TERMS AND CONDITIONS

These terms and conditions (hereinafter referred to as the “Conditions”) regulate acquisition and management by the user (hereinafter referred to as the “User” or “You”) of the right to use the KUFLOW service (hereinafter referred to as the “Service”) through the website https://www.kuflow.com (hereinafter referred to as “KUFLOW Website”), as well as the use of the Service. Access to and use of the Service may be by any of the following means: iOs, Android, or App operating systems or by any other means. The platform will be accessed through an internet browser and through the Application Programming Interfaces(API) of the tool or any other means established by KUFLOW, S.L. at any time.

By accesing the KUFLOW Website or using the Service, as appropriate, you declare that you have read and agree to be bound by these Conditions of use in full. If you do not agree with any of these Conditions or with any part of the Conditions, you must immediately stop access and use of the KUFLOW Website or the Service. The access and use of the KUFLOW Website and the Service by the User is conditioned on your acceptance to these Conditions without reservations.

Unless stated otherwise in these Conditions, these may be modified by KUFLOW, S.L. at any time, prior notice to the User at the email address registered to their account. The date indicated at the beginning of these Conditions corresponds to the latest update. If you do not agree with the new Conditions, with any part or with any provision of the new Conditions you may stop access and use of the KUFLOW Website and Service before the new Conditions take effect. If you continue using the KUFLOW Website and the Service, once the new version of the Conditions takes effect, you are declaring that you have read and agreed to be bound by the new Conditions without reservations.

2. LEGAL CAPACITY TO AGREE WITH CONDITIONS

The Service is intended for legal entities or natural persons over 18 years of age, who act in their capacity as companies or individual professionals. This Service is not intended for individual consumers, so the regulations in those areas do not apply.

If you are a natural person, by agreeing with these Conditions, you declare you are over 18 years of age and that you are of legal capacity to assume and be bound to the provisions established in these Conditions. If you are under 18 years of age, please, do not access or use the Service.

If you have registered and are already using the Service on behalf of a legal entity, company or business, you are expressly declaring that you are duly authorized and legitimated to (I) represent the legal entity, business or company, (II) accept and agree with these Conditions and manage the Account (as defined below) on behalf of that legal entity, business or company, and (III) make that legal entity, business or company be bound by these Conditions. In such case, for the purposes of these Conditions, “you” or the “User” will mean the corresponding legal entity, business or company.

3. USE OF THE SERVICE

The User is only authorized to access and use the Service in accordance with the provisions established in these Conditions. You hereby agree to using the Service in good faith and you must not use it in any way which is negligent, illegal or fraudulent. Likewise, you hereby agree not to conduct any actions or behaviour which damages or may damage the image, interests and/or rights of KUFLOW, S.L., or of other users or third parties, for instance but not limited to, the use of reverse engineering and exploitation of the service, which may affect other users of the platform, or violate the security regulations and access to confidential information and details of other users.

The User will be responsible for making sure, before using the Service, that its characteristics and different functionalitiessatisfy their needs and that they meet the requirements and have the necessary equipment and software for that purpose, assuming the necessary costs to use the Service.

The rights granted to the User under these Conditions are personal and may not be transferred to third parties (including branches, entities of the same business group or companies which are affiliated by any other way), totally or partially, by any means, without prior express written consent of KUFLOW, S.L.

Commercialization, reselling or any other similar use of the Service is not authorized under no circumstance and will entail the immediate termination of the Service.

Notwithstanding the information above, the User is authorized to facilitate access to the Service to other individuals such as employees, clients, collaborators or third parties (either as Licensed Users or Collaborators and in compliance with these Conditions) as an added value to their commercial relationship, either free of charge or in a remunerated way. In these cases, the User only shall be liable for the contractual relationship with those employees, clients, collaborators or third parties and for their compliance with these Conditions. KUFLOW, S.L. shall not take any kind of liability or legal obligation towards those employees, clients, collaborators or third parties.

The User is solely and exclusively responsible for the aforementioned files and their conduct, file content or communications using the Service, in accordance with the indications established below or on the Website. Under no circumstance will KUFLOW, S.L. control, review, edit, guarantee or be responsible for the content published, stored or shared by the User through the Service.

4. REGISTRATION

In order to use the Service, the User must register in the KUFLOW Website and create and activate a user account (the “Account”). To do so, the User will have to provide the registration information requested by KUFLOW Website in each case. For these purposes, the User shall provide a valid email address, to which the user will receive any notices regarding Service. Once the User has provided the registration information, KUFLOW, S.L. will automatically send a validation email to the email address indicated by the User to validate the Account. The Account will be created once it has been validated by the User.

The User acknowledges that the information provided through registration is true, complete and up to date. The User shall be solely responsible for updating such information. The User shall not impersonate someone else upon registration.

Shall the information provided by the User in the registration process not be true, or shall KUFLOW, S.L. have any reasons to suspect that said information is false, incomplete or not up to date, KUFLOW, S.L. may suspend or cancel the Account, the use of the Service by the User and/or the data or files stored by the User.

The User must keep their password, treat it as confidential and not reveal it to other persons. Likewise, the User must not publish, distribute or disclose their password. The User must never allow other users or third parties to access their Account, or allow any other user to use the Account. The User will immediately inform KUFLOW, S.L. of any breach or suspicion of security breach or unauthorized use of their Account.

Shall KUFLOW, S.L. have any reasons to suspect that the Account is being used by non-authorized third parties, KUFLOW, S.L. may suspend the Account, the use of the Service by the User and/or the data and files stored by the User.

The User is solely responsible for the use, configuration, management and administration of the Account and for any use of the Service through their Account or by Licensed Users and Collaborators attached to their Account or of any other third party to whom the User authorizes to use the functionalities of the Service through any device or location, assuming the obligation to indemnify and hold KUFLOW, S.L. harmless.

5. FILE HOSTING, DOCUMENT MANAGEMENT AND KUFLOW PROCESS CONTROL

KUFLOW includes a service for file hosting, document management and process control.

All stored, edited and managed files and data will be hosted in servers controlled by KUFLOW, S.L.

In order to enjoy all the functionalities of the Service, for instance, but not limited to, performing advanced and configuration tasks, establishing permissions or defining workflows, the user must access the data and files stored through the Application.

The User shall make sure that they have all the authorizations which are appropriate in each case in order to employ brands or third-party names. The User guarantees to be holder of the rights required to use the User Content under the terms set forth in this paragraph and shall indemnify and hold KUFLOW, S.L. harmless against any claim by third parties for the use of such User Content, being liable for any damage or prejudice (including legal costs) which may arise from such claim

6. CONTRACTED SERVICES

In order to use and access the Service, the User must contract a license (hereinafter referred to as the “License”).

Once the user has contracted a Plan, the User will store, edit and manage their files and data and shall establish the parameters, which, in turn, will determine the price.

There are different subscription plans based on the capacity of use of the platform, both regarding functionalities and intensity of use.

KUFLOW, S.L. may suspend or eliminate the Account if KUFLOW, S.L. considers that you, or the Licensed Users or Collaborators attached to the Account, do not comply with the terms set forth in these Conditions.

7. PRICING

In order to use the Service subject of a License Plan, the User shall pay a fee calculated according to the monthly application and the Plan and the Parameters of their use of the Platform.

The User may check the applicable fee for each Plan according to the different Parameters on the KUFLOW Website.

The Fee covers the use of the software subject of the Service, the hosting and the maintenance service as well as additional functionalities, according to the Plan and Parameters contracted under the terms set forth in these Conditions.

Monthly fees shall be paid at the end of the month. The Licenses will be renewed automatically and successively at the end of each month.

The prices shown for each Plan on the KUFLOW Website are in euros and they do not include taxes, unless indicated otherwise.

KUFLOW, S.L. reserves the capacity to modify the fares applicable for the Service (which will imply a change of the corresponding Fees) with notice of at least three (3) months prior to the date when the new fares take effect.

Such changes will be notified to the User by email and it will be understood that the User agrees with them if the User continues using the Service after the changes take effect.

8. PAYMENT AND INVOICING

In order to contract a License, the User must follow the instructions on the KUFLOW Website, which will entail to provide the details of a credit or debit card with which the payment of the Fees will be made and which will be linked to the Account.

The payment of the Fees will be made through a payment platform. The use of the Payment Platform will be subject to the terms, conditions and privacy policy of said platform, which shall be accepted by the User. The credit or debit card details of the User will be automatically stored by the payment platform, which will be responsible for their storage and custody.

Under no circumstance will KUFLOW, S.L. have direct access to the credit or debit card details as entered by the User in the Payment Platform. KUFLOW, S.L. is not responsible for the functioning of the Payment Platform.

When contracting the Plan chosen, you authorize KUFLOW, S.L. to make charges through the Payment Platform. For subsequent payments, the Fees will be charged at the end of the month, in accordance with the terms provided in these Conditions.

Since this Service is not a service for individual consumers, no right of withdrawal nor the warranties set forth in consumer and user regulations apply in this case.

The License will not be active until payment has been received or has been authorized by the corresponding bank.

Upon each renewal, the appropriate Fee will be charged through the payment method linked to the Account at each time.

In the event of non-payment of any Fee, the User will not be able to access the stored files or use the functionalities of the Service.

The User shall include or modify their invoicing details, as well as the corresponding tax information through their Account. The User is solely responsible for the accuracy of the data provided for the calculation of the applicable tax rate, as well as the type of invoice to be issued.

Shall the User be an intra-EU operator, they may request validation of their details in order for the correct tax rate to be applied. The User is hereby obliged to indemnify and hold KUFLOW, S.L. harmless with regard to any damages, costs, prejudice, claims, lawsuits and legal actions, which may be incurred by KUFLOW, S.L. as a consequence or in connection with any incompliance of all the agreed in this paragraph.

9. RESTRICTIONS

Regarding the use of the Service, of the KUFLOW Website or the Means of Access, you may not:

Perform any reverse engineering actions, decompile, decode or hack the technology used by KUFLOW, S.L. to provide this Service.

Impersonate another individual or entity, or falsely declare or manipulate the association or affiliation to a person or entity.

Interfere, interrupt, or violate the safety of the Service, of the KUFLOW Website or of the Means of Access, or of the servers or networks used by KUFLOW, S.L. to provide the Service or operate the KUFLOW Website or the Means of Access.

Conduct any actions that may damage, make unavailable, overload (as established by KUFLOW, S.L. at their sole discretion), or deteriorate or impede the normal use of the Service, of the KUFLOW Website or of the Means of Access, which may affect their safety, impede or interfere with them.

Interfere or attempt to interfere in the proper functioning of the Service, the KUFLOW Website or the Means of Access.

Access the Service through any program, application or tool different to those provided by KUFLOW, S.L. (excluding those created according to the API conditions), or intended for any other purpose different to the normal use of the Service, such as malicious attempts to gain control or rejection of the Service, performance tests or comparisons. This restriction applies to the KUFLOW Website and the Means of Access, as well as to any other electronic activity which has KUFLOW, S.L. infrastructure as final destination (its servers and public IP addresses), which is contrary to the normal operations in accordance with the provisions set forth in these Conditions or which unreasonably damages or may damage KUFLOW, S.L. interests, without prior express and written authorization from KUFLOW, S.L

10. TERMINATION OF SERVICE

The User acknowledges that KUFLOW, S.L. is entitled to terminate the Service, and, therefore, to cancel access and use of the Service by the User (including access to the KUFLOW Website or the Means of Access and to the stored data and files, even by any Licensed User or Collaborator attached to the Account) if there is a breach or KUFLOW, S.L. suspects there is a breach of the terms set forth in these Conditions, at any time, with or without prior notice, effective immediately.

Especially, KUFLOW, S.L. will terminate the Service immediately if the user uses it for fraudulent or illegal purposes, or performs unlawful actions, such as contracting our hosting services for their disclosure on an illegal website.

Termination of Service will imply the termination of the contractual relationship between both parties, and will imply that the User will not have access to the files stored, or the rest of functionalities of the Service.

The User may terminate the Service at any time, following the instructions provided to such extent on the KUFLOW Website.

All of the above is without prejudice to the obligations of conservation of documents which may apply according to the applicable regulations. All the provisions set forth in the present Conditions which, according to their nature should survive the termination of the contractual relationship between the User and KUFLOW, S.L., will remain in force after termination of the contractual relationship, including, but not limited to, the provisions regarding intellectual property, warranty disclaimers, indemnification and liability limitations.

11. INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS

All industrial and intellectual property rights over the Service, the KUFLOW Website or the Means of Access, their design and the source code, including, but not limited to, logos, trademarks, distinctive signs, graphic design or software belong to and are owned completely and exclusively by KUFLOW, S.L. or its licensed partners, and are protected by international industrial and intellectual property regulations.

The User is only authorized to access and use the Service, the KUFLOW Website or the Means of Access, as provided by KUFLOW, S.L. and as permitted by these Conditions. Unless specifically authorized otherwise, the User may not reproduce, transform, distribute, carry out any derivative work, make available, communicate to third parties, extract and/or use the Service, the KUFLOW Website or the Means of Access.

Upon contracting the Service, KUFLOW, S.L. grants the User personal, limited, revokable, non-exclusive and untransferable authorization to use the Service (including the software subject of the Service), in accordance with the terms set forth in these Conditions.

The User will be sole owner of the files stored, edited or managed through the Service. KUFLOW, S.L. shall have no right over such files, except the rights required to provide the Service. Consequently, the User grants KUFLOW, S.L., who hereby accepts, a non-exclusive, free of charge and universal license of use to access the files stored, edited or managed by the User when the provision of the Service allows it, including, when necessary, compliance with the applicable regulations, the application of these Conditions, detection and prevention of fraud and technical or security issues, or the protection of KUFLOW, S.L. rights or the rights of others or of third parties.

The User hereby guarantees that they hold all the necessary rights over the files for their storage, editing and management through the Service and for the granting of the previous license in favour of KUFLOW, S.L. and shall indemnify and hold KUFLOW, S.L. harmless against any third-party claims for the use of such files, assuming any damages or prejudice (including legal costs) which may arise from those claims.

KUFLOW, S.L. does not allow to perform any activities which infringe industrial or property rights through the use of the Service. KUFLOW, S.L. will eliminate any files stored, edited or managed if duly notified that such files infringe the industrial or intellectual property rights of third parties. In such cases, KUFLOW, S.L. reserves the right to remove any files without prior notice.

12. PROTECTION OF PERSONAL DATA

In the event that the provision of the Service requires the processing of personal data which are responsibility of the User, on the side of KUFLOW, S.L., KUFLOW, S.L. will act as the part in charge of the processing in accordance with the provisions established in the Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (hereinafter referred to as “GDPR”).

Such access to personal data does not have the consideration of a communication or assignment of data, it only implies the access to personal data by the User to provide the Service.

The subject-matter, duration and nature of the processing of personal data are those set forth for this Service under these Conditions and the purpose for the processing of personal data is the provision of the Service.

In accordance with the provisions established in the GDPR, KUFLOW, S.L. hereby agrees and undertakes to:

Use such data in accordance with the documented instructions of the User, in compliance with the provisions of article 28.3.a of the GDPR. In the event that, in KUFLOW, S.L.’s opinion, the instructions of the User are contrary to the regulation on personal data protection, KUFLOW, S.L. will notify the user immediately.

Process personal data in accordance with the security criteria set forth in the regulation on personal data protection and, in particular, article 32 of the GDPR.

Assist the User to guarantee compliance with the obligations established in articles 32 to 36 of the GDPR, according to the nature of the processing and information made available to KUFLOW, S.L.

Guarantee that the persons authorized to process personal data have committed to respecting confidentiality or are subject to a statutory obligation of confidentiality.

Inform the User, immediately and without delay, of any breach of security which may affect their personal data and which are subject of communication as established in articles 33 and 34 of the DGPR or in any other applicable regulation.

Collaborate with the User in a reasonable way in order to carry out impact evaluations with regard to personal data protection and previous consultations regarding the competent authorities, considering the nature of the processing of data and the information provided.

Assist the User, considering the nature of the processing of data, by taking appropriate technical and organizational measures, whenever possible, so that the User is able to comply with their obligation to respond to the request to exercise rights by interested parties.

Provide the user with the necessary information to demonstrate the accomplishment of the obligations set forth in this provision, always in accordance with reasonable criteria.

Not hire any processor of data which requires access to personal data without prior written consent of the User, except in case of hosting service providers, which are hereby expressly authorized by the User.

Erase all personal data we have accessed, and erase all existing copies, once the Service has been accomplished, unless it is required to keep the personal data by virtue of the regulation currently in force.

The User represents and warrants to KUFLOW, S.L. that they comply and have complied in a timely, complete and precise way, regarding the processing of personal data commissioned to KUFLOW, S.L., with all formal and material obligations derived from the regulations on personal data protection, hereby undertaking to indemnify and hold KUFLOW, S.L. harmless regarding any damages, costs, prejudice, claims, lawsuits and legal actions incurred or which may be incurred by KUFLOW, S.L. as a consequence of or in connection with a breach of the above.

13. CONFIDENTIALITY

Both the data and documents provided by the User, as well as the files stored shall be strictly confidential, and will therefore be used only to provide the Service, and will not be disclosed to third parties other than employees or subcontractors of KUFLOW, S.L. or third parties designated by the User.

In general, the employees or subcontractors of KUFLOW, S.L. will not have access to such files. KUFLOW, S.L. employees may access the metadata of the files whenever there is a duly justified reason, but will not have access to the content of the files.

Nevertheless, in those exceptional cases where the applicable regulation requires so, a certain number of KUFLOW, S.L. employees may access the stored files or the data or documents provided by the User.

14. LIABILITY

The User hereby acknowledges and agrees to use the Service at their own risk and venture at all times, and therefore KUFLOW, S.L. shall not be liable for any misuse or inappropriate use of the Service or the breach of these Conditions.

If you use the Service, you are using it at your own risk and venture and you are responsible for the compliance of the laws of your jurisdiction

If the User should proceed to register in order to use and/or contract any functionality of the Service, the User is responsible for providing truthful and lawful information. If, as a result of registration or in order to use any functionality of the Service, the User is provided with a password, the User hereby agrees to make diligent use of it and keep the password secret to access the Service.

Consequently, the User is responsible for the appropriate custody and confidentiality of any identifying information and/or passwords provided by KUFLOW, S.L. and hereby agrees not to assign their use to non-authorized third parties, either temporarily or permanently. The User is responsible for the illicit use of the Service by any illegitimate third party who employs a password for this purpose as a consequence of a non-diligent use or loss of the password by the User.

By virtue of the foregoing, it is the obligation of the User to notify KUFLOW, S.L. immediately of any fact or circumstance which allows the inappropriate use of identifying information and/or passwords, such as theft, loss or non-authorized access to such information, in order to proceed with the immediate cancellation of said information. If KUFLOW, S.L. is not notified of these facts or circumstances, KUFLOW, S.L. exempt from any liability which may arise from the inappropriate use of identifying information or passwords by unauthorized third parties.

Regarding the User’s stored or managed files through the Service, KUFLOW, S.L. acts exclusively as an intermediary service provider which consists in allowing Users to store their files and transfer them through the Service. The User who stores and transfers the files, except in the specific circumstances provided for in the applicable regulation, is solely and exclusively responsible for storing and managing their files or any other information, data, text, software, sound files, photos, graphics, videos, news or any other material. Under no circumstance will KUFLOW, S.L. be responsible for the stored files or their content.

15. APPLICABLE LAW AND JURISDICTION

These Conditions shall be governed and interpreted in accordance with the Laws of Spain, unless any other regulations apply due to the nature of the User and the applicable regulations on a mandatory basis.