General conditions

General Terms and Conditions – Lightflow Platform

EPIC LABS, S.L. (hereinafter “EPIC LABS”) with its registered address at Salvatierra 4, 28034, Madrid and Company ID ESB-87380655, is offering certain services through their proprietary Lightflow Platform to Customers.

The following provisions will govern the provision of Services by EPIC LABS to Customers (hereinafter each respective being referred to as “CUSTOMER”). Additionally, EPIC LABS will enter into a Supplementary Agreement individually with each CUSTOMER which will regulate the specific terms and conditions of the provision of Services with regards to each CUSTOMER.

• Definitions

“Agreement” means these Terms and Conditions, including the Supplementary Agreements made by CUSTOMER and EPIC LABS, which inseparably form the Agreement and any amendments to the Agreement from time to time;

“Business Day” means any weekday other than a bank or public holiday in [Spain];

“Business Hours” means the hours of [09:00 to 17:00 CET] on a Business Day;

“Confidential Information” means any means ,including but not limited, (a) any information of whatever nature relating to the Transaction, the Agreement, discussions or negotiations between the Parties, supplied to either of them or their advisers by or on behalf of the Disclosing Party or the Receiving Party in writing, orally or otherwise; (b) any information obtained by the Parties , in writing or orally, through discussions with the management, employees and advisers of the Parties; (c) technical and business information relating to proprietary ideas, patentable ideas and/or trade secrets, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure; (d) any reports, analyses, compilations, studies or other documents prepared by the Disclosing Party and/or the Receiving Party which contain or otherwise reflect any information described in (a), (b), and (c) and/or disclosed by in any other manner and identified as confidential at the time of disclosure;

“CUSTOMER” shall include any outsourced or other third-party consultants or similar personnel supporting CUSTOMER as part of its typical business practices, acting under CUSTOMER’s direction and for whom CUSTOMER is fully responsible hereunder.

“CUSTOMER Data” means all CUSTOMER registration information and other data that CUSTOMER provides to EPIC LABS in connection with providing the Services.

“Documentation” means the manuals, instructions, documentation and materials that EPIC LABS makes available to CUSTOMER hereunder.

“Effective Date” means the date in which the Supplementary Agreement is signed by EPIC LABS and the CUSTOMER.

“Exhibit” means any exhibit attached to the main body of the Agreement;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected without fault or negligence (including failures of the internet or any public telecommunications network, a fault or failure of the CUSTOMER’s computer systems or networks, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights, including  but not limited copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs;

“Lightflow Platform” means proprietary software and provisioned as a service by EPIC LABS.  It can be used to support different uses in analyzing, optimizing and transcoding CUSTOMER’S videos. CUSTOMER will be able to access Platform through various methods such using a web browser or URL address or and API.

“Maintenance Services” means the general maintenance of the SaaS, upgrades and hosted Services, and the application of updates and upgrades if applicable as described in Exhibit B;

“Personal Data” has the meaning given to it in the Data Protection Laws applicable in European Union from time to time; specially the General Data Protection Regulation (Regulation (EU) 2016/679);

 “SaaS” means EPIC LABS’s Software as a Service.

“Services” means any services that EPIC LABS provides to the CUSTOMER, or has an obligation to provide to the CUSTOMER, under the Agreement in accordance with the Terms and Conditions and the respective Supplementary Agreement;

“Supplementary Agreement” means an agreement signed by EPIC LABS and CUSTOMER which shall complete these Terms and Conditions and regulate the specific terms and conditions under which EPIC LABS is providing the Services to CUSTOMER.

“Support Services” means support in relation to the use of, and the identification and resolution of errors in connection with the provision of the Services as described in Exhibit B;

“Terms and Conditions” means the following Terms and Conditions which are the base for the provision of the Lightflow Platform.

• Application

These present General Terms and Conditions (hereinafter “Terms and Conditions”) are applicable to all contracts made between EPIC LABS and CUSTOMER regarding the provision of the Lightflow Platform as a Service for the use by CUSTOMER.

CUSTOMER, has read and understood these Terms and Conditions. CUSTOMER furthermore, acknowledges that its own terms and conditions, as far as they are not compatible with EPIC LAB’s Terms and Conditions, are excluded from application.

The acceptance of these Terms and Conditions is through any way the CUSTOMER is contracting the provision of the Services by EPIC LABS and does not require signing. The contracting of the Services can be through any mean and expressly includes, without being limited to, online, through the control panel.

These Terms and Conditions shall only be complemented, deviated, amended or opposed through the Supplementary Agreement or any other written document duly signed by EPIC LABS.

• Provision of Services

These Terms and Conditions govern the provisions under which EPIC LABS agrees to provide to CUSTOMER the Lightflow Platform as hosted software and provide all other services selected for productive use of such software including Maintenance and Support services under the different plans offered by EPIC LABS (the “Services“) as further set out in the Supplementary Agreement for the respective CUSTOMER or in other statements of services containing substantially similar information and identified as a Supplementary Agreement.

• Payment & Service Fee

CUSTOMER shall be responsible to pay all fees for the Services in accordance with the terms and conditions specified in the Supplementary Agreement according to the selected option plan and any other provisions of the Agreement (“Service Fees”).

All amounts set out in this clause are excluding the taxes applicable. All fees and Expenses are expressed in Euros.

CUSTOMER shall transfer the Service Fees with in a period of thirty (30) natural days after EPIC LABS has issued the corresponding invoice. In case CUSTOMER fails to pay the outstanding Service Fees fully or in part, EPIC LABS will have the right to interrupt the provision of the Service for the time the overdue Service Fee is not paid fully.

Furthermore, in the case that Service Fees are not paid fully or partially within the period provided, EPIC LABS will have the right to charge interest for the outstanding and overdue Service Fees (“Late Payment Interest Fee”). The Late Payment Interest Fee will be calculated by applying an annual interest rate [of X% / equal to the legal interest rate set out by the laws of Spain applicable at the time], which shall compound daily. The Late Payment Interest Fee will start accruing on the first day after the lapse of the corresponding payment period and shall stop on the day CUSTOMER has paid all overdue Service Fees and all Late Payment Interest Fee connected with such overdue Service Fees.

• Term

These Terms and Conditions shall come into force upon the Effective Date. The Agreement shall continue in force indefinitely subject to termination in accordance with clause 9 or any other provision of the Agreement.

• License and Proprietary rights

License grants. – Subject to the terms and conditions of the Agreement, EPIC LABS hereby grants CUSTOMER a geographically unrestricted, non-exclusive, non-transferable, non-sublicensable, terminable, right and license to access and use the Services, tools and applications provided through use the SaaS for the purpose of the Agreement.

CUSTOMER shall not receive any more extensive right or license over the SaaS, including (i) any and all trade secrets, copyrights, patents and other proprietary rights therein or thereto or (ii) any Trademarks used in connection therewith, except for those expressly granted to CUSTOMER within the Agreement. All other rights and licenses not expressly granted herein are reserved by EPIC LABS and all uses of the Services not expressly permitted hereunder are prohibited.

Ownership and restrictions. – CUSTOMER acknowledges and agrees that the Services, the SaaS and any materials used in connection with the Services (collectively, the “Pre-existing Materials,”) contain proprietary and confidential information that is protected by applicable intellectual property and other laws. CUSTOMER further acknowledges and agrees that the content or information presented to the CUSTOMER through the Services may be protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.  Except where expressly provided otherwise by EPIC LABS nothing in the Services, the SaaS, the material or the Agreement shall be construed to confer any license to any of EPIC LABS’s (or third parties) intellectual property rights, whether by estoppel, implication, or otherwise.  Without limiting the generality of the foregoing, any names or trademarks of EPIC LABS Software and other service marks, logos and product service names are marks of EPIC LABS and shall remain the sole and exclusive property of EPIC LABS.

Except as expressly set forth herein, no license is granted by either Party to the other with respect to the Confidential Information or Pre-existing Materials.

In no event shall CUSTOMER will have any right to distribute EPIC LABS’ Software or to use the SaaS in source code format. CUSTOMER shall remain liable at all times for the acts and omissions of its customers in connection with the Services.

Prohibited Uses. –Except as expressly permitted herein, CUSTOMER agrees that it will not, nor allow any third-party on its behalf, to use or otherwise interact with the Services in a manner that:

1. infringes or violates the intellectual property rights or any other rights of any other person or entity (including EPIC LABS);
2. violates any law, rule or regulation;
3. is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, pornographic, contains or depicts nudity, or otherwise objectionable, as determined by EPIC LABS in its sole discretion;
4. attempts, in any manner, to obtain the password, account, or other security information from any other user;
5. decompiles, reverse engineers, or otherwise attempts to obtain the source code, algorithms, engine configuration or underlying ideas or information of or relating to the Services;
6. uses or copies any significant portion of the content any of EPIC LABS’ Confidential Information, algorithms or engine configuration to create any software, documentation or service similar to the Lightflow Platform, the Services or any Documentation provided in connection therewith;
7. copies, licenses, sublicenses, sells, resells, encumbers, rents, leases, time-shares, distributes, transfers or otherwise uses or exploits or makes available the Services in any service bureau arrangement or otherwise for the benefit of any third party without the prior written consent of EPIC LABS.

• Maintenance and Support Services

Maintenance and Support Services shall be provided to the CUSTOMER by EPIC LABS during the Term of the Agreement in accordance with the standards set forth under the Service Level Agreement in the Supplementary Agreement.

Notwithstanding the aforementioned, EPIC LABS may suspend the provision of the Maintenance and Support Services if any amount due to be paid by the CUSTOMER to EPIC LABS under the Agreement is overdue, and EPIC LABS has given to the CUSTOMER at least 15 calendar days written notice, following the amount becoming overdue, of its intention to suspend the Maintenance and Support Services on this basis.

• Representations & Warranties

Each party represents and warrants:

1. that it has full legal capacity and powers to enter into the Agreement and furthermore it is a business duly incorporated, validly existing, and in good standing under the laws of its state of incorporation;
2. that the execution, delivery, and performance of the Agreement has been duly authorized by it and the Agreement constitutes the legal, valid, and binding agreement of it and is enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganizations, moratoriums, and similar laws affecting creditors’ rights generally and by general equitable principles;
3. that the Agreement does not violate any agreement existing between it and any other person or entity, and throughout the effective term hereof, it will not make any agreement with any person or entity that is inconsistent with any of the provisions of the Agreement.
4. there is no outstanding litigation, arbitration matter or other dispute to which it is a party which, if decided unfavorably to it, would reasonably be expected to have a potential or actual material adverse effect on its ability to fulfill its obligations under the Agreement.

CUSTOMER represents and warrants:

1. that it read, understood and accepts the Terms and Conditions in combination with the Supplementary Agreement.
2. that it will not sell, rent, lease, license or sublicense, assign or otherwise transfer the SaaS, or any of CUSTOMER’s rights and obligations under the Agreement except as expressly permitted herein;
3. that it will not make any attempt to decompile, disassemble, or reverse engineer the SaaS, in whole or in part;
4. that it will not disclose information about the performance or operation of the Product or SaaS to any third party without the prior written consent of EPIC LABS;
5. that will comply with all applicable local, state, national and international laws and regulations,

EPIC LABS represents and warrants:

1. that during the Term of the Agreement that the Service will comply with the material functionality described in the Agreement.
2. it is the lawful licensee or owner of the SaaS, including but not limited to all Intellectual Property such as the copyright of the source code, and has all the required rights over the SaaS to grant the use of the SaaS to CUSTOMER
3. that it ensures to the best of its abilities that the SaaS provided contains no viruses, malware or similar damaging third party code which would be introduced into the CUSTOMER’S IT Systems during the Term of the Agreement. However, EPIC LABS cannot give complete assurance as unauthorized third-party alterations might be possible beyond what is reasonably avoidable when using its best efforts.

SaaS is provided “as it is” and except as stated in the Agreement, EPIC LABS makes no representation or warranty regarding the SaaS or the Services and disclaims all warranties regarding the Services or the SaaS whether expressed or implied, oral or written, including all warranties of title, noninfringement, merchantability and fitness for a particular purpose. CUSTOMER acknowledges that EPIC LABS does not control the transfer of data over communications facilities, including internet, and that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Hence, EPIC LABS will not be responsible for any delays, delivery failures or other damages resulting from such problems.

• Termination

The Agreement may be terminated at any time by the mutual agreement of the Parties expressed in writing signed by their designated representatives.

Each Party shall have the right to immediately terminate the Agreement:

(i) upon written notice to the other Party in the event of the other Party’s material breach of any representations, warranties or obligations under the Agreement and such breach is not cured or the breaching Party is not diligently pursuing the cure within 15 calendar days after written notice of the breach;

(ii) if the other Party or its creditors or any other eligible party files for its liquidation, bankruptcy, reorganization, composition or dissolution, or if the other Party is unable to pay any kind of debts as they become due, or the creditors of the other Party have taken over its management;

(iii) for convenience by providing the other Party with written notice with 30 calendar days prior notice

Upon the termination of the Agreement, (i) CUSTOMER shall pay to EPIC LABS all undisputed amounts due and payable hereunder; (ii) all rights granted to CUSTOMER shall cease and will revert to EPIC LABS; (iii) the Receiving Party will return to the Disclosing Party or destroy all copies of Confidential Information disclosed by the Disclosing Party.

The expiration or termination of the Agreement will not affect the effectiveness of clauses intended to survive after such expiration or termination in accordance with their terms.

In the event the Agreement is terminated by either Party, the Party so electing to terminate the Agreement shall not be liable to the other Party for any compensation, reimbursement, or damages of any kind as a result thereof, other than as expressly set forth herein.  The termination of the Agreement shall not, however, relieve either Party of any obligations or liabilities incurred prior to the date of such termination.

Termination of the Agreement is understood to be the termination of the Agreement which is composed of these Terms and Conditions and the respective Supplementary Agreement.

• Indemnification & Limitation of Liability

A Party shall be liable to the other for any direct damages arising out of or relating to its performance or failure to perform under the Agreement subject to the terms and conditions set forth in this clause.

Each Party shall be liable for, and shall indemnify the aggrieved Party and hold it harmless from any losses, damages, liabilities, claims, costs and expenses including reasonable legal and other professional fees in relation to any such matters, circumstances or items, but excluding special, indirect, incidental, punitive, exemplary and consequential losses, loss of profits and tax losses carried forward (the “Losses” or the “Loss”) suffered or incurred by the aggrieved Party arising from (i) any breach of the Representations and Warranties, (ii) any other breach of the Agreement and/or (iii) reckless or willful conduct.

Furthermore, EPIC LABS agrees to indemnify, defend, and hold harmless CUSTOMER against any claims, including reasonable lawyers’ fees, costs, and reasonably related expenses, which are incurred by CUSTOMER, by reason of any claim arising out of or relating to the SaaS, infringement or misappropriation of any patent, copyright, trade secret, trademark, or other Intellectual Property right under the Agreement.

If a Party receives a claim from a third party with respect to any matter, or otherwise discover a potential claim, which may cause a Loss as described and indemnifiable under this clause (a “Third Party Claim”) the procedure set out below shall be followed by the Parties:

The Party receiving the claim shall notify in writing the other Party within a maximum time of 30 calendar/business days from the date which it becomes aware of the Third Party Claim. Following the notification, the other Party has 15 calendar/business days in order to state whether it wishes to assume the defense of the claim or not. The acceptance of the defense of the claim shall not amount to an acceptance of such claim or an acknowledgement of any obligation to indemnify the other Party. In case of claims regarding any Intellectual Property rights, the CUSTOMER shall at no point in time have the right to settle those claims without the express consent over the settlement agreement of EPIC LABS.

In case either Party fails to notify the other Party about a third party claim as specified, their right to claim indemnification forfeits.

Neither Party shall be liable for any indirect, special, and/or consequential damages arising out of or in connection with the Agreement. This limitation of liability shall not apply with respect to damages incurred as a result of the recklessness or willful misconduct of a Party.

Neither Party shall be liable to the other for any direct damages arising out of or relating to its performance or failure to perform under the Agreement for an amount exceeding the Service Fees paid or payable under the Agreement over the course of one (1) year, and provided, further, that the foregoing limitation shall not apply to damages caused by a party’s gross negligence or willful misconduct or otherwise .

EPIC LABS will not be responsible or liable for any failure in the Services resulting from or attributable to: (a) CUSTOMER’s Systems, or CUSTOMER Data, (b) network, telecommunications or other service or equipment failures outside of EPIC LABS’ facilities, (c) CUSTOMER’s or third party’s products (including open source software utilized in the Services), services, negligence, acts or omissions, (d) any Force Majeure Event  or cause beyond EPIC LABS’ reasonable control, (e) scheduled maintenance or (f) unauthorized access, breach of firewalls or other hacking by third parties.

• Confidential Information

All confidential information disclosed by a Party (the “Disclosing Party”) under the Agreement and/or in connection with it (hereinafter, “Confidential Information”) will be maintained in confidence by the other Party (the “Receiving Party”) and will not be used for any purpose other than explicitly permitted under the Agreement during and after the Term of the Agreement for a period of 5 years.

The Receiving Party will provide the Confidential Information of the Disclosing Party only to its employees, consultants and advisors who need to know the Confidential Information for the Receiving Party’s performance of the Agreement and provided that such employees, consultants and advisors have executed written confidentiality agreements, or otherwise be bound by confidentiality obligations no less stringent than those provided in this Clause.

The Receiving Party will be responsible for any breach of such confidentiality obligations by its employees, consultants and advisors.

CUSTOMER shall not engage in any activities for purposes of obtaining the source code for the SaaS unless permitted herein or agreed to separately in writing by EPIC LABS, provided that if the CUSTOMER becomes aware of any source code of the SaaS, it shall treat such source code as Confidential Information of EPIC LABS and comply with duty of confidentiality set forth herein.

The obligations of this clause will not apply to information that: (a) at the time of disclosure to the Receiving Party, is in the public domain; (b) after disclosure, becomes part of the public domain by publication or otherwise, except by breach of the Agreement; (c) was in the Receiving Party’s possession at the time of disclosure to the Receiving Party, and which was not acquired, directly or indirectly, from the Disclosing Party; (d) the Receiving Party can demonstrate resulted from its own research and development, independent of disclosure from the Disclosing Party; (e) the Receiving Party received from third parties, provided that such information was not obtained by such third parties from the Disclosing Party on a confidential basis; or (f) is produced in compliance with applicable law or a court order, provide that the Disclosing Party is given reasonable notice of such law or order and an opportunity to attempt, at the expense of the Disclosing Party, to preclude or limit such production.

Any press release that a Party proposes to issue with regard to the execution of the Agreement will be subject to the prior consultation with the other Party.

• Data protection

Each Party shall comply with the Data Protection Laws with respect to the processing of the CUSTOMER Personal Data.

The CUSTOMER warrants to the EPIC LABS that it has the legal right to disclose all Personal Data that it does in fact disclose to the EPIC LABS under or in connection with the Agreement.

CUSTOMER hereby acknowledges and agrees that EPIC LABS’ performance of the Agreement may require EPIC LABS to process, transmit and/or store CUSTOMER personal data or the personal data of CUSTOMER employees and Affiliates.

By submitting personal data to EPIC LABS, CUSTOMER agrees that EPIC LABS and its Affiliates may process, transmit and/or store personal data only to the extent necessary for, and for the sole purpose of, enabling EPIC LABS to perform its obligations to under this SaaS Agreement. In relation to all Personal Data provided by or through CUSTOMER to EPIC LABS, CUSTOMER will be responsible as sole Data Controller for complying with all applicable data protection or similar laws such as EU Directive 2016/679 and laws implementing that Directive that regulate the processing of Personal Data.

CUSTOMER agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in using EPIC LABS SaaS. CUSTOMER confirms that CUSTOMER is solely responsible for any Personal Data that may be contained, including any information which any final user of the CUSTOMER may share.

CUSTOMER is solely responsible for determining the purposes and means of processing CUSTOMER Personal Data by EPIC LABS under the Agreement, including that such processing according to CUSTOMER’s instructions will not place EPIC LABS in breach of applicable data protection laws.

Prior to processing, CUSTOMER will inform EPIC LABS about the categories of data contained within CUSTOMER Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross-border transfer restrictions. CUSTOMER is responsible for ensuring that EPIC LABS meets such restrictions or special requirements.

In performing the Services, EPIC LABS will comply EPIC LABS’ privacy policy contained available at https://www.epiclabs.io/privacy-policy/ and incorporated herein by reference. EPIC LABS will only process Customer Personal Data in delivering the Services.

13. Communications

All notices, requests, orders, invoices, and other official communications required under or in connection with the Agreement by CUSTOMER to EPIC LABS shall be made in writing and must be delivered by registered post or by email (whose receipt is acknowledged by an officer of the receiving Party) or by any written means to the main point of contact to the address specified hereunder:

For Epic Labs:

EPIC LABS S.L.

FAO:

Street: SALVATIERRA 4,

Zip code: 28034, MADRID

Mail: info@epiclabs.io

The Parties shall be deemed to have been served on the day of transmission, if transmitted before 17.00 hours (in the receiving Party’s time zone) on a Business day but otherwise on the next Business day or five business days after posting if by mail.

In the Supplementary Agreement CUSTOMER shall specify the point of contacts in accordance with this provision.

• Miscellaneous

Entire Agreement.  This Terms and Conditions and the respective Supplementary Agreement now or hereafter made is part of the Agreement and contains the complete and exclusive statement of the terms of the understanding of the Parties with respect to the subject matter hereof, and merges any prior or contemporaneous agreements, commitments, proposals, representations, or communications, oral or written, with respect to the subject matter hereof.

Modification. EPIC LABS reserves itself the right to modify the Agreement unilaterally, expressly referring to both parts of the Agreement: (i) the Terms and Conditions, and (ii) the Supplementary Agreement. EPIC LABS will communicate any modifications of the present Terms and Conditions or the signed Supplementary Agreement to the CUSTOMER in advance. In case CUSTOMER wants to object the change of the provisions of the Agreement it will have fifteen (15) to notify EPIC LABS, thereafter the modifications will be seen as duly accepted by CUSTOMER.

Assignment. Neither Party may assign the Agreement or any of their rights or obligations under the Agreement without the other Party’s written consent.

Severability. All provisions of the Agreement are severable.  If any provision or portion hereof is determined by a court of competent jurisdiction to be unenforceable, the rest of the Agreement shall remain in effect, provided that its general purposes are still reasonably capable of being affected.

Expenses. Each Party is responsible for all costs and other expenses that it incurs in connection with the Agreement.

Independent contractors. Both CUSTOMER and EPIC LABS are independent contractors, and nothing herein shall be construed as creating an employment, joint venture or partnership relationship between them.  Neither Party shall be an agent of the other Party, and neither Party shall have any right, power, or authority to enter any Agreement for or on behalf of, incur any obligation or liability, or otherwise bind the other Party.

Non-Waiver.  In no way shall a failure or delay of any Party to exercise a right granted in the Agreement or by law, constitute a waiver of this right, if not explicitly waived. Furthermore, an explicit waiver by any Party of any term or right under the Agreement shall not be interpreted as a general waiver of any subsequent action.

Force Majeure. Notwithstanding anything in the Agreement to the contrary, no default, delay or failure to perform on the part of either Party will be considered a breach of the Agreement        if such default, delay or failure to perform is shown to be due entirely to causes beyond the reasonable control of the Party charged with such default, delay or failure, including, without limitation, cause such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquake, acts of God or the public enemy; and the affected Party shall promptly notify the other Party of the event and its expected duration and uses its diligent efforts to remedy the effect of such causes.

If the default, delay or failure to perform as set forth herein exceeds 30 calendar days from the initial occurrence, the Party who is not affected by the force majeure event will have the right to terminate the Agreement with a written notice to the other Party.

15. Applicable law and jurisdiction

The Agreement, referring to these Terms and Conditions and the Supplementary Agreement, as well as any non-contractual obligations arising out of or in connection with it are governed by Spanish law and the language to be used will be Spanish.

All disputes arising out of or in connection with the Agreement shall be submitted to exclusive jurisdiction of the Courts of Madrid.