LICENSE TERMS AND CONDITIONS EVERGINE 

(Access and use of the Source Code) 

OF ONE PART, 

PLAIN CONCEPTS S.L.U., whose registered office is at Avenida Ordoño II, 32-1º left. 24001 León, Spain and registration/fiscal number is B24532178 (hereinafter, PLAIN CONCEPTS or LICENSOR) represented by Pablo Peláez Aller in his capacity as CEO of the same and duly empowered for this act. 

AND OF THE OTHER PART, 

The CLIENT, who accepts the Terms and Conditions of this Agreement. 

They are hereinafter jointly referred to as the “Parties” and individually as the “Party”. 

DECLARE THAT 

1. PLAIN CONCEPTS is the exclusive owner of all intellectual property rights of Evergine.
2. The CLIENT is interested in having access to Evergine’s source code, in accordance with the terms and conditions established in this agreement, for the purpose of debugging and improving its projects in which it uses Evergine and to ensure that it is in possession of the Source Code in the event that PLAIN CONCEPTS ceases to provide its services.
3. These terms and conditions only regulate access to Evergine’s source code. IF the CLIENT wants to use Evergine’s software to develop and distribute projects, the terms and conditions founds at the following link will apply. https://evergine.com/terms-condition
4. The Parties acknowledge that they have sufficient power and legal capacity to enter this service contract (hereinafter the “Contract”). 

CLAUSES 

1. AGREEMENT GRANT

1. 1. This agreement regulates the Terms and Conditions of access, download, and use of the Evergine’s source code which is granted to a single CLIENT who accepts the rights and obligations set forth herein. 

1. 2. This agreement is granted for the version of the source code that is available at the time this agreement is entered into and for such updates as PLAIN CONCEPTS may make during the term as regulated in point 2 (Duration). 

2. DURATION

1. This agreement shall enter into force, prior payment of the fee as regulated in point 3 (Source Code Access Fee) and from the date of acceptance by the CLIENT of this agreement (initial term). 
2. The present agreement will end one (1) year after initial term. This agreement may be terminated earlier in accordance with the provisions of points 11 (Termination) and 12 (Rescission). 
3. This agreement won’t be automatically renewed. If the CLIENT wants to renew, must accept a new agreement that will be provided by PLAIN CONCEPTS. 
4. Those clauses which, due to their nature, may survive the validity of these terms and conditions, will maintain their effects once these terms and conditions have been resolved or terminated. By way of example and no limitation, point 7 (Intellectual Property) and point 8 (Non-Disclosure and Confidentiality) shall remain in effect indefinitely, and/or as established by the applicable legislation in force. 

3.SOURCE CODE ACCESS FEE

1. The CLIENT undertakes to pay PLAIN CONCEPTS a non-refundable annual fee (except as provided for in point 12.3) which will be established on the Evergine web page or in the corresponding documentation delivered by the authorised personnel of PLAIN CONCEPTS. 
2. The CLIENT will pay the fee through a single payment prior to making the source code available by PLAIN CONCEPTS. 
3. All taxes that are caused for the formalization of these terms and conditions will be paid as appropriate and in accordance with the law. 

4. RIGHTS AND OBLIGATIONS OF THE CLIENT

1. Under this agreement, the CLIENT has the right to access Evergine’s source code for the version available at the time this agreement is entered. 
2. The CLIENT is entitled to all updates and experimental features of Evergine that PLAIN CONCEPTS makes to the source code during the term of this agreement, without any additional charge or cost to the CLIENT. Upon termination of this agreement, (either due to expiration of the term in accordance with point 2 or due to violation by the CLIENT of some or all the terms of this agreement) PLAIN CONCEPTS’ obligation to provide new versions of the Evergine´s source code shall cease. 
3. CLIENT will have the right of access to source code from the moment of pay the fee and acceptance of this agreement. 
4. CLIENT understands and agrees that the access to source code is subject to the following conditions and limitations:
   • Not to make the source code available to the general public. 
   • Not to transmit, lease, lend or assign the rights to use it. 
   • Not to sell, sublicense, distribute or redistribute it or make it visible to a third party. 
5. The CLIENT has right to download Evergine’s source code. In this case, the CLIENT understands that is exclusively responsible for implementing all necessary measures to enforce the Terms and Conditions governed by this agreement. The CLIENT shall be solely responsible for any malicious use that violates or exceeds the limitations of use of the source code. 
6. The CLIENT doesn’t have any right, tittle or interest in the intellectual and industrial property associated with the Evergine´s source code, including but no limited to possible patents, copyrights, trademarks, trad names, trade secrets, know-how, technical information, processes, appearance, improvements, and modifications. You may remove, obscure, or alter the copyright notice, trademarks or other intellectual and/or industrial property rights associated with Evergine. 
7. The CLIENT understands and agrees that the Evergine’s source code may work in conjunction with this party products. The third-party library used, with their licences, are referenced in the following link https://evergine.com/thirdparty. PLAIN CONCEPTS reserves the right to add, delete or modify the list by providing updated information to the CLIENT during the term of this agreement. 
8. The presents obligations regulated in this section shall also apply to all documentation belonging to the Evergine´s source code, which the CLIENT may have or make available. 
9. The CLIENT undertakes to abstain from using Evergine´s source code for illicit purposes or effects, contrary to what is established in the present terms and conditions or that may be detrimental to the interests of PLAIN CONCEPTS. 

5.CONTRIBUTIONS

1. The CLIENT will be able to share ideas, knowledges, algorithms, code contribution, suggestions, improvement request, recommendation or any other comment about the products or services in the Evergine´s repository.  
2. The CLIENT grants to PLAIN CONCEPTS all the rights, tittles, and interests (including all copyrights, patents, and other intellectual property rights) on a non-exclusive, fully paid, irrevocable, transferable, and sub-licensable basis to reproduce, distribute, publicly perform, publicly display, make, use, sell, offer for sale, import, modify and make derivative works based on such contribution for all current and future methods and forms of exploitation in any country. 
3. PLAIN CONCEPTS won’t have the obligation to make contributions carried out by the CLIENT. 

6. PLAIN CONCEPTS OBLIGATIONS 

1. PLAIN CONCEPTS has the obligation of make available and give access to Evergine´s source code as soon as possible, after prior payment and acceptance of this agreement by the CLIENT. In any case, PLAIN CONCEPTS undertakes to make available the source code within a maximum of 5 working days (a working day for the purposes of this Agreement shall be understood to mean Monday to Friday) from the initial deadline in accordance with the provisions of point 2.1. If after the aforementioned term, PLAIN CONCEPTS still doesn’t make the source code available, the CLIENT shall have the right to terminate the Agreement under the terms established in point 12.3. 
2. PLAIN CONCEPTS is obligated to make available to the CLIENT the updates of the Evergine´s source code and all the experimental features that have been implemented during the term of this agreement. Upon termination of this Agreement, PLAIN CONCEPTS’ obligation to provide updates to the code shall cease. 
3. PLAIN CONCEPTS isn’t obligated by these Terms and conditions to provide any additional professional ser maintenance, technical support, or consulting services to the CLIENT. 
4. PLAIN CONCEPTS guarantees the CLIENT the possession of the Source Code, of the version acquired, in the event that PLAIN CONCEPTS ceases to provide its services.

7. INTELLECTUAL PROPERTY RIGHTS

1. PLAIN CONCEPTS is the legitimate and exclusive owner of the property and other rights and interests inherent to the ownership of Evergine, including copyright, the documentation technical/operational manuals, as well as the successive and derived versions of the same, including the modifications and improvements made to the source code. The CLIENT acknowledges and respect the totality of intellectual and industrial property rights held by PLAIN CONCEPTS. 
2. PLAIN CONCEPTS´ Intellectual Property Rights over Evergine´s source code extend to the binaries generated based on source code  
3. The CLIENT acknowledges and undertakes not to copy, sell, rent, assign, lend or reinvent the Evergine’s source code, either directly or indirectly. In the same way, the CLIENT accepts that the acquired rights of use don’t authorise him/her under any circumstances to market o distribute the source code.  
4. In general, the CLIENT understands that all trade secrets, as well as copyrights, trademarks, patents any other intellectual property rights relating with Evergine,  specifically, everything related to the structure and organisation, algorithms, functions, internal protocols, interfaces, graphics, data structures and other internal and external features, source code, APIs, among others, are intellectual property and confidential information of PLAIN CONCEPTS protected by the applicable regulations. 
5. The CLIENT undertakes to immediately notify to PLAIN CONCEPTS if it becomes aware of any third-party infringement of the intellectual property rights described above, including mis appropriation of any components of Evergine, including the Source Code and the violation of this Licence agreement. 

8. NON- DISCLOSURE AND CONFIDENTIALITY

1. The CLIENT guarantees and undertakes to protect the confidentiality of all the materials that make up Evergine. The CLIENT acknowledges that all the information related to Evergine, including but not limited to source code, algorithmic processes, mathematical formulas ad security measures are confidential. The CLIENT is not allowed to disclose any confidential information to any third party without the express permission of PLAIN CONCEPTS. 
2. During the term of this agreement and indefinitely after its termination for any reason, the CLIENT undertakes to: 
   • Treat as confidential all the information, general and specific, including, but not limited to, oral and written, technical, business, technological, commercial, industrial, know-how, knowledge, data and materials, and any other information provided by the other party under these Terms and Conditions or of which it becomes aware during and because of its performance, including copies and reproductions. 
   • Take all the necessary measures and keep strict confidentiality of the information. 
   • Use Confidential Information or extracts thereof with the utmost diligence and care, and only in relation with the performance of these terms and conditions and refrain from any other use. 
   • Restrict and limit, as much as possible, the number of persons who will have access to the Confidential Information. 
3. The CLIENT acknowledges that unauthorised disclosure of confidential information, whether intentional or accidental, may cause significant and irreparable damage to PLAIN CONCEPTS and that it may be difficult assign a monetary value to such damages. Therefore, in the event of a breach of this section, PLAIN CONCEPTS will be entitled, without waiving any other right or remedy, to request a court order or equitable reparation that a court of competent jurisdiction may deem appropriate.
4. The CLIENT won’t be responsible of the disclosure of confidential information when: 

• • The confidential information is public knowledge or becomes public knowledge by intention of PLAIN CONCEPTS. 
  • Disclosure is required in response to a valid order of a court or other governmental agency, provided that the CLIENT gives PLAIN CONCEPTS at least 10 days prior written notice of such disclosure to allow PLAIN CONCEPTS to seek confidential treatment of such information. 

9.LIABILITY AND WARRANTIES

1. PLAIN CONCEPTS ensure that, from the delivery of the source code to the CLIENT and for the duration of this agreement, the source code acquired will provide the features and functions that are described in the documentation, being free of any initial defect and providing updates for its proper functioning during the term of the agreement, although it isn’t guaranteed that errors may arise. 
2. The CLIENT may make changes request about aspects of the source code, although PLAIN CONCEPTS isn’t under any obligation to carry put such modifications. 
3. PLAIN CONCEPTS won’t be responsible in case of a breach of its obligations when they are due to force majeure. “Force majeure” means all circumstances beyond the control of PLAIN CONCEPTS, including, but not limited to: natural disasters, terrorism, riots, sabotage, labour disputes, war, acts or omissions by the Government, delays in transportation, power failure, telecommunications and device failures and any event reasonably beyond the control of PLAIN CONCEPTS. 

10. LIMITATION OF LIABILITY

1. In no case shall PLAIN CONCEPTS’ cumulative liability to the CLIENT or any other party for any loss or damage resulting from any claim, suit or action arising out of or related to this Agreement exceed the One Year Fee paid to PLAIN CONCEPTS. 
2. PLAIN CONCEPTS shall not be liable for any indirect, consequential, exemplary, special, incidental, or punitive damage under this agreement (including the damages for loss of business or loss of profits) or the cost of procurement of substitute products or services, regardless of whether the customer knows or has reason to know of the possibility of such damages and regardless of whether any remedy set out herein fails of its essential purpose. 
3. The CLIENT may not bring any action arising out of or in connection with this agreement, regardless of the form, if more than one (1) year has passed since initial access to the source code by the CLIENT. 

If one (1) year term isn’t valid under applicable law, such term shall be limited to that which is permitted by law. 

 11. TERMINATION

1. This agreement shall terminate upon expiry of the one-year period as regulated in point 2. 

 12. RESCISSION

1. PLAIN CONCEPTS can (without indemnification in favour of the CLIENT), without waiving any right, cancel this agreement under any of the following conditions: 
2. The CLIENT violates any of the Terms of this agreement. 
3. The CLIENT misrepresents its identity or intentions in connection with this agreement. 
4. The CLIENT provides information to others who facilitate illegal copying of Evergine source code. 
5. The assignment of the agreement by the CLIENT or the subrogation of its position involving a subrogation of a third party in its rights and obligations, which would entail the assignment of the rights contained in this agreement to an unauthorised third party. 
6. In case of termination of this agreement, PLAIN CONCEPTS shall notify the CLIENT by e-mail or by the usual channel of communication that this agreement has been terminated. 
7. The CLIENT shall have right to cancel this agreement if PLAIN CONCEPTS don’t make available or give access to Evergine´s source code in accordance with the Terms established in point 6.1. In this case, the CLIENT shall be entitled to a refund of the agreed fee within the shortest possible period, which in any case shall not exceed 5 working days. 

 13. NOTIFICATIONS

1. Any communication relating to this Terms and Conditions must be made in writing by e-mail to the account of legal@plainconcepts.com  and shall be deemed to have been made when it is received by the addressee. If the notification takes place by means of a printed document, it shall be deemed to have been given when it is received at the physical address shown at the head of this agreement. 

 14. APPLICABLE LAW AND JURISDICTION

1. This is an exclusive agreement between the parties respect the object of this document and matter hereof and supersedes all prior oral or written agreements and negotiations between the parties with respect to such subject. 
2. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Spain and all actions of either party and for any dispute regarding the interpretation, application and performance of this agreement, the Courts and Tribunals of the city of  León, Spain shall have jurisdiction, and the CLIENT expressly waives any other jurisdiction to which it may be entitled.