retailCRM
SOFTWARE ASSIGNMENT AGREEMENT
Madrid, Kingdom of Spain
№ 1-PO
2019
DIGITAL RETAIL TECHNOLOGIES SL (Address: 28001, Spain, Madrid, calle Serrano 19, 6ta dcha), NIF (TIN) B70567656 (hereinafter referred to as the LICENSOR), incorporated before the Notary Public of Mr. Manuel Tejuca García, on September 27, 2018, with protocol number 3321, it is duly registered in the Mercantile Registry of A Coruña and is currently in force, on the one
hand,

On the other hand, The Client, hereinafter referred to as "The LICENSEE" may be a legal entity, a natural person of legal age or a self-employed person.

Both parties mutually recognise the legal consequences which may arise from conclusion this SOFTWARE ASSIGNMENT AGREEMENT and to that end, agree on the following:

First. - The LICENSOR is a commercial company whose corporate purpose is consulting and work in the field of technologies and information technology.

Second.- The LICENSOR is the owner and full owner of all the exploitation rights of the computer program known as "RETAILCRM", including intellectual property, trademarks / commercial signatures, copyrights, patents, databases, subsystems, know-hows, trade secrets or other information not mentioned, but is necessary for the correct operation, "RETAILCRM" is a system designed for use on computer equipment and other information technology devices (hereinafter, "the COMPUTER ") which is accessed via the Internet.

Third. - The LICENSEE is a commercial company / self-employed / natural person whose corporate purpose is (Activity), and that, to optimize productivity, achieve a competitive advantage and greater efficiency, he or she needs a license to use the System.

Fourth. - That both parties are interested in the LICENSOR assigning the use of the System to the LICENSEE, and THEREFORE, for in consideration of the foregoing, the parties freely and voluntarily enter into this Agreement under the following terms and conditions:
CLAUSES
1. THE SUBJECT OF THE AGREEMENT

1.1. The LICENSOR assigns the use of the System to the LICENSEE so that he can use it for a determined price and in the manner and under the conditions provided for in this AGREEMENT.

1.2. The license grants the simple, non-exclusive right to use the "RETAILCRM" system for applications on computer equipment (hereinafter "THE COMPUTER") as a set of instructions for the operation of computer devices (hereinafter "the System") .

1.3. Regarding the amount of the license. The price of the license described in this AGREEMENT is specified in the following link https://www.retailcrm.pro/pricing plus the corresponding VAT.

1.4.System configuration, system maintenance, adaptations or readjustments to the LICENSEE's own needs, are not prescribed by this AGREEMENT and are subject to other contractual relationships between the PARTIES.
2. TERMS AND DEFINITIONS

2.1 The System is a "RETAILCRM" computer program specialized in CRM (Customer Relationship Management) for electronic commerce (eCommerce) and communications, carrying out a set of instructions designed for computer devices in order to obtain a certain result. The System is the intellectual property of the LICENSOR and is protected by intellectual property law. "RETAILCRM"® (in Latin letters) is a registered trademark and a service mark.

2.2. The user account is the registry identification account of the LICENSEE. It defines the amount of times the number of times the LICENSEE initiates the session, as well as the result of using the System.

2.3. Subscription - the LICENSEE's acquisition of the rights to operate the System by paying the amount of the license fee under the Tariff scale indicated here https://www.retailcrm.pro/pricing.

2.4. Tariff scale - the scope of the System's capabilities with the indication of the terms and cost of using the System in the form of setting the amount of the license fee. The established Tariff scale is given here https://www.retailcrm.pro/pricing.

2.5. Internet site - a system of software (computer programs, software packages), hardware, and information created by the LICENSOR for posting on the Internet and displayed in specific text, graphic and sound forms.

2.6. The Licensor's server is a complex of computers controlled by the LICENSOR in order to ensure the functioning of the System for the LICENSEE.

2.7. The control panel is the LICENSEE's interface that allows the Licensee to adjust the Program settings provided to the LICENSEE and take other actions in the System.

2.8. E-mail - for the LICENSOR: any address of the group @retailcrm.pro; for the LICENSEE: the address specified by the LICENSEE when activating the Account. Access to e-mail is provided by the Parties themselves.

2.9. Simple (non-exclusive) right to use the System is the LICENSEE's right to use the Program based on the amount paid by the LICENSEE according to the Tariff scale here https://www.retailcrm.pro/pricing.

2.10. The Licensee's personal account is the sum of money in the personal account in the system to keep the LICENSEE's account active on a monthly basis.

2.11. The final cost is the price established for the calendar month based on the chosen tariff, updated with the final results of the month. If the Final cost is different from the Preliminary cost, the difference between these values is counted.

2.12. User is a person or organisation that uses the services of the LICENSOR to use and exploit the System, faithfully limited to the acquired tariffs described (who acquires the System services) through the System and being in a legal relationship with the LICENSEE.
3. RIGHTS AND OBLIGATIONS OF THE PARTIES

3.1 The duration of the AGREEMENT is 1 year from the date of signature, and can be extended, at the will of the PARTIES and by mutual agreement for annual periods. The renewal of the AGREEMENT is automatic, unless one of the PARTIES expresses its intention not to renew it within the period established in point 3.2 of this AGREEMENT.

3.2. The number of extensions is not limited. When the moment of term expiration is soon, and any of the PARTIES decide to terminate this Agreement, they should communicate their intention to each other at least two months before the expiration date in the way specified by them.
4. RIGHTS AND OBLIGATIONS OF THE PARTIES

4.1. The LICENSEE has the right to:

4.1.1. To acquire in accordance with the procedure and on the terms and conditions provided for in this Agreement a simple (non-exclusive) right to use the System.

4.1.2. Refuse to use the System and cancel the Subscription in the manner prescribed by paragraph 3.2 of this Agreement.

4.1.3. Grant access to his/her/its Account to a third party (third parties) on terms of the paid Tariff if the LICENSEE ensures this third party complies with the prohibitions set forth in clause 4.3 of this Agreement.

4.1.4. Submit to the LICENSOR proposals for improving and finalizing the System in Spanish, and (or) English language.

4.1.5. Consider the results of the use of the System by the LICENSEE as his/her/its own property, including all types of primary data of the LICENSEE entered to the System.

4.1.6. Change the settings of the System within the limits granted to the LICENSEE in the Control Panel.

4.2. The LICENSEE is obliged to:

4.2.1. Comply with the instructions and indications that appear in the user manuals and materials for the System, posted on the LICENSOR's website (www.retailcrm.pro) at: help.retailcrm.pro.

4.2.2. Pay the license fee in a timely way, in the amount and in the terms provided by the selected Tariff of the LICENSEE.

4.2.3. To ensure the safety of the parameters of access to the System received from the LICENSOR in order to prevent the access of unauthorised persons who are not a third party (third parties) determined in accordance with sub-clause 4.1.3 of this Agreement.

4.3. The LICENSEE is prohibited from:

4.3.1. Using the System to commit unlawful acts, including spam mailings, sending threats and insults, spreading false advertising, calls for violence, certain kinds of information and materials distributed through the information and telecommunication network "Internet", the distribution of which is prohibited, and others.

4.3.2.To access the source codes of the System, studying and editing them as well as disclosing the Principles of the technological functions of the System. To use reverse engineering techniques, decompile or disassemble the licensed System, except and only in the event that such activity is expressly authorised by the LICENSOR.

4.3.3. Copying and reproducing the System or its individual elements and saving the System on any media for the purpose of transferring it to a third party (third parties), selling, distributing, as well as publishing the System providing the third party (third parties) with the possibility of copying it.

4.3.4. Trying to overcome the technical limitations set in the System.

4.3.5. osting in the System and / or using the System to distribute malicious programs for computers (viruses).

4.4. The LICENSOR has the right to:

4.4.1. Block the LICENSEE's access to the System if the LICENSEE violates any terms of this Agreement, or at the request of the court and (or) other authorised state bodies. With such a lock, no license fee is charged. After 7 calendar days of Account Lockout, the System automatically activates the requests for data from the LICENSEE's website to the LICENSOR's server, to the link specified by the System parameters.

4.4.2. Delete information posted by the LICENSEE using the System if it violates the requirements of the Spanish legislation and / or the terms of this Agreement, and also in case of a request from a third party (third parties) confirming that the information placed infringes their rights.

4.4.3. Temporarily block the LICENSEE's access to the System in the event of debt formation.

4.4.4. Delete the LICENSEE's Account for non-payment of consecutive debts.

4.4.5. To require from the LICENSEE additional contact information, as well as certificates and (or) licenses, if there is reason to believe that the LICENSEE does not comply with the legislation, or upon receipt of a request from authorised law enforcement bodies, and if the LICENSEE refuses to provide such information, the LICENSOR has the right to restrict the LICENSEE's access to the System.

4.4.6. To improve the System without the consent of the LICENSEE and implement various updates to the System.

4.5. The LICENSOR is obliged to:

4.5.1. Provide to the LICENSEE a simple (non-exclusive) right to use the System in the manner and on the terms provided for in this Agreement.

4.5.2. Ensure the functioning of the System and admission of the LICENSEE to the System.

4.5.3. To inform the LICENSEE about significant updates of the System and about changes in terms of transfer of rights to use the System by electronic mailing and (or) publishing on the LICENSOR's website (www.retailcrm.pro).


4.5.4 Inform the LICENSEE about changes in the Tariff scale by electronic mailing and (or) publication on the LICENSOR's website (www.retailcrm.pro).

4.5.5. On the basis of the LICENSEE's application within 24 hours, remove all information about the LICENSEE's Account from the LICENSOR's server.
5. PROCEDURE FOR TRANSFER OF RIGHTS

5.1. Granting to the LICENSEE of a right to use the System is provided within one working day from the moment of payment by the LICENSEE of the license fee. The right is considered transferred by the LICENSOR from the moment of providing the LICENSEE with an electronic login and password to the Account and after this transfer the right to use the System is considered to be received by the LICENSEE if the LICENSEE does not report errors in the transfer of the login and password within 24 hours from the date of transmission. The transfer of the System to the physical media is prohibited.

In the event that the System does not work correctly, the LICENSEE should notify the LICENSOR within 5 days from the transfer of the right. The LICENSOR is obliged to make the appropriate modifications for a maximum period of 5 business days from the acceptance and recognition of the request, or the LICENSOR sends the instructions how to fix the problems independently.
6. BILLING and PAYMENT

6.1 The price of the license for each User is specified in the following link https://www.retailcrm.pro/pricing. The corresponding Value Added Tax must be charged at the chosen rate.

6.2 Payment: Within 15 days after the bill is sent, the payment should be carried out to the account specified in the following link https://www.retailcrm.pro/pricing.

6.3.DELAY OF PAYMENT: A delay of more than 60 days entitles the LICENSOR to demand from the LICENSEE a default interest of 4% with respect to each of the payments not paid on time. If the LICENSEE is delayed in more than 2 payments, the LICENSOR may choose between demanding payment of the pending payments or terminating the AGREEMENT.

6.4 The LICENSEE can pay in advance in order to get the right to use the System for the future periods.
7. RESPONSIBILITY OF THE PARTIES

7.1 The PARTIES are responsible for compliance with the terms of this AGREEMENT in accordance with current Spanish legislation.

7.2 The LICENSOR is not responsible:
- for the impossibility of the use of the System by the LICENSEE, when the causes that originate this impossibility are beyond the LICENSOR, including: electricity interruptions, global interruptions in the work of the network on "Internet", routing system failures, domain name system failures, failures caused by hackers and DDOS attacks, as well as other illegal actions caused by a third party.

- for the result of the use and / or the usefulness for the LICENSEE of the rights to use the System.

- for the quality of the LICENSEE's access to the System through the Internet.

7.3.The LICENSOR is not responsible:

- for the own actions and actions of third parties carried out in the System under your user account, whether it is for or against your will;

- for the use of operations using the System, as well as the configurations, templates and / or data of the System;

- for the safety of the LICENSEE's access to the System and for the losses that the unauthorised use of his/her/its access may have caused;

- for the placement of any material, including advertisements and materials, that are subject to copyright under the Intellectual Property Law;

7.4. The LICENSOR does not guarantee the possibility of correcting the results of the independent actions of the LICENSEE and/or the third party (third parties) in the System.

7.5. The LICENSEE independently decides whether to register the LICENSEE as an entity of entrepreneurial activity, in the forms of his entrepreneurial activity using the System and the acquisition of all necessary certificates, licenses, permits, and other necessary documents.
8. INTELLECTUAL PROPERTY

8.1 Ownership of rights: The LICENSEE recognises the LICENSOR's intellectual property rights over the result of its analysis, programming, repair, prevention, training and / or adaptation to the LICENSEE's computer system.

8.2 Scope of protection: Intellectual property rights protect both the System developed by the LICENSOR, as well as all the data, lists, diagrams and schemes elaborated in the analysis phase, the instruction manual or the rest of support materials, the identification symbols or any partial or total copy made by the LICENSOR itself or by any other person, copyrights, patents, trademarks, "Know how", trade secrets and any other aspects that may arise in compliance with this Agreement, including any information or documentation that the LICENSOR may provide to the LICENSEE.
8.3 Authorised copies: the LICENSEE refrains from copying the System developed for profit or not, adopting the necessary internal measures so that the people under his/her/its control and direction are aware of the protection of the rights of the LICENSOR.
9. SUBCONTRACTING AND ASSIGNMENT

9.1 This software license use does not imply the sale of the PRODUCT or any of the rights that the LICENSOR holds over it.he LICENSEE may not resell or transfer it to third parties, nor may it lease, rent, loan or distribute the assigned product.

9.2. Rights at redemption are limited to the following:
- the System can be used by the LICENSEE only;
- the source code of the System cannot be changed by the LICENSEE without the written notice and written consent of the LICENSOR;

9.3. Under a sublicense contract, a sub-licensee may be granted rights only within the limits of those rights and those uses that are provided by this license Agreement for the LICENSEE.

The LICENSEE is responsible to the LICENSOR for the actions and contraventions of the sub-licensee. The LICENSEE independently and responsibly decides whether to allow other persons or organisations (i.e. sub-sub-licensees) to gain access to the System through the services of sub-licensees. However, in this case, the LICENSEE shall be responsible to the LICENSOR for the actions and violations of both sub-licensees and sub-sub-licensees.

At the same time, the LICENSOR reserves the right to issue licenses to other persons or organisations (licensees) and make changes to the specified source code with notification to the LICENSEE.
10. CONFIDENTIALITY CONDITIONS

10.1. The PARTIES consider confidential terms of this Agreement, as well as all information received by one Party from the other Party upon its conclusion and execution (hereinafter - "Confidential Information").

10.2. The PARTIES undertake not to reveal, assign or transfer to third parties any information regarding businesses, clients, operations, facilities, procedures, methods, transactions, "know-how", or any other aspect related to the activity of the counterparty that they may know or have known on the occasion of the conclusion of this Agreement.

10.3. Each Party will take all necessary measures to protect Confidential Information using the same measures that the Party applies to protect its own Confidential Information.

10.4. Each of the Parties undertakes to familiarize its employees with the obligations to ensure the security of the Confidential Information, which are provided for in this Agreement in respect of the Parties.

10.5. The obligation to preserve Confidential Information in secret is in force during the validity of this Agreement and within 5 (five) years after the date of termination of the Agreement, unless otherwise specified by the Parties in the future.
11. SETTLEMENT OF DISPUTES

11.1. All disputes, differences, and disagreements which may arise between the Parties out of or in connection with issues related to the implementation of this Agreement, as well as all pre-contractual disputes will be resolved by the Parties through negotiations.

11.2. In the event that the Parties have not settled the disputes and disagreements through negotiations, within 30 days of one of the PARTIES having notified the other of its existence and the corresponding willingness to initiate the settlement process, any of the PARTIES may resort to the judicial means contemplated in the following clause.
12. JURISDICTION AND APPLICABLE LAW

For any questions or divergences that may arise in relation to this Agreement, the jurisdiction of the Courts and Tribunals that must hear the matter is to be determined in accordance with the criteria of objective, functional and territorial jurisdiction legally applicable.

This Agreement has a commercial nature and is governed by its own clauses, and in what is not provided in them, by the applicable regulations established by the Civil Code and the Commercial Code; as well as, the content, scope, limits and rights are determined in accordance with the provisions of articles 43 and next ones, and in article 95 and next ones of Royal Legislative Decree 1/1996, of April 12, which approves the Text Consolidated of the Intellectual Property Law ("LPI").
13. WARRANTY

The LICENSOR guarantees the correct functioning of the System for a maximum period of 12 months / 1 year, within which he is obliged to make necessary repairs to correct any errors that the "System" may present.

Nevertheless, negligence in the operation of the System is not covered by this warranty clause. To determine the cases of negligence, the provisions of the LICENSOR's instructions must be followed: https://help.retailcrm.pro
14. FORCE MAJEURE

14.1. The LICENSOR is exempt from liability for full or partial default of obligations under this Agreement if such failure is a result of force majeure, that is, extraordinary conditions unavoidable by the Parties under the given circumstances; including mass riots, revolutions, wars, prohibitive actions of the authorities, spontaneous disasters, fires, earthquakes, floodwaters, distresses, including the fall of a plane or other aircraft, either space objects, and other circumstances of force majeure, as well as:

- Interruptions in power supply;

- Global interruptions in the work of national or international segments of the Internet;

- Failures of routing systems;

- Faults in the distributed system of domain names;

- Failures caused by hacker and DOS-attacks, as well as other illegal actions of a third party (third parties).

14.2. The LICENSOR undertakes, if technically possible, to notify the LICENSEE about the occurrence of force majeure circumstances by e-mail within 7 (seven) days from the date of their occurrence.

14.3. If, owing to the effects of force majeure circumstances, the LICENSOR will be deprived of the opportunity to fulfill its obligations under the Agreement for 3 (three) or more months, the Agreement will be deemed terminated without monetary compensation for damages caused by them.
15. NON-CONTRACTING AGREEMENT

The LICENSEE agrees not to hire any of those who provide services for the LICENSOR. This clause extends its validity for a period of 2 years after the termination of this Agreement.
16. RESOLUTION OF THE AGREEMENT

The Agreement may be terminated for the following reasons:

16.1 By will of any of the PARTIES when there is a serious breach of the agreed obligations or circumstances of force majeure.

16.2 By mutual agreement of the PARTIES in written form within two months before the scheduled date of termination of the Agreement.

16.3 The extinction of the legal or autonomous company of any of the PARTIES or the suspension of payments, bankruptcy, tender or seizure of assets of any of them unless the debt is guaranteed.

In any case, the Party that intends to terminate this Agreement alleging non-compliance by the counterpart, must require it to comply with the obligation in a reliable manner, granting a period of 60 days to the non-compliant Party so that it can correct the aforementioned non-compliance. After the aforementioned period has passed without the breaches having been corrected, the injured party may exercise the aforementioned power.

If the breaches are impossible to rectify within 30 days, the injured party may directly exercise the option power, without having to previously submit the aforementioned requirement.
17. NOTIFICATIONS

Any notification between the PARTIES should be made in writing and be delivered personally or in any other way that certifies the receipt by the notified party at the addresses indicated in this Agreement.

Any change of address of one of the PARTIES must be notified to the other immediately and by means that guarantees the reception of the message.

However, as long as it is possible to guarantee the identity of the sender, the recipient, and the content of the message, and in order to maintain good communication between the PARTIES, the following email address is provided: mail@retailcrm.es
18. GENERAL

18.1 This Agreement cancels and replaces any previous similar agreement or contract between the PARTIES and may only be modified by a new agreement or contract signed by both parties.

18.2 If any of the clauses of this Agreement were declared null or unenforceable, this clause is considered excluded from the Agreement, without implying its nullity. In this case, the PARTIES should do everything in their power to find an equivalent solution that is valid and that duly reflects their intentions.

18.3 The headings of the different clauses are given for informational purposes only, and do not affect, qualify or expand the interpretation of this Agreement.

18.4. The LICENSEE agrees to receive additional information and newsletters of the LICENSOR at the registered address on the LICENSOR's website (www.retailcrm.pro), at the postal address, and by telephone number. Information and newsletters can contain information about changes and improvements to the System, changes in Tariff scale, other products and services offered by the LICENSOR, announcements of the LICENSOR's topical events.

The payment made as agreed in the Agreement (non-exclusive right), constitutes a complete and definitive acceptance by the LICENSEE of each of the conditions set forth in present Agreement.

Appendix № 1

to the Agreement on transfer of a simple

(non-exclusive) right (license) № 10-OF

Tariff Scale
License fee consists of:

1. Operational Activity – 50 euros per each User per month;
2. Marketing – from 30 to 200 euros depending on the number of clients;
3. retailCRM Chat – 15 euros per User per month;
4. Instant Messenger Modules: Facebook, Viber, Online Chat – 15 euros, WhatsApp – 20 euros, Instagram – 20 or 40 euros depending on restrictions on the number of messages.
5. E-mail Packages – from 8 to 563 euros depending on the number of messages.

Note. The minimal license fee per month is 50 EUROS.

All listed prices (license fee) do (does) not include the value added tax (VAT).

All listed prices (license fee) do (does) not include the value added tax (VAT).

REQUISITES OF THE LICENSOR
DIGITAL RETAIL TECHNOLOGIES S.L.
Address: 28001, Spain, Madrid, Serrano St. 19, 6 floor
CIF B70567656

Payment details:
Bank: BANCO SANTANDER
SWIFT: BSCHESMMXXX
IBAN: ES88 0049 6977 71 2310022050

E-mail: support@retailcrm.pro
Contact phone: +34 911 87 67 81
Administrator: Borozdin D. S.

ADMINISTRATOR:
Mr. D. Borozdin

Appendix № 2

to the Agreement on transfer of a simple

(non-exclusive) right (license) № 10-OF

The act on granting a simple (non-exclusive) license № LC_____

__.__.2019

Legal basis: public offer of LLC "DIGITAL RETAIL TECHNOLOGIES SL" is located at: www.retailcrm.pro/license. This act was compiled by LLC "DIGITAL RETAIL TECHNOLOGIES SL" (represented by Administrator Borozdin D.S., acting on the basis of the Charter of LLC "DIGITAL RETAIL TECHNOLOGIES SL"), to confirm that LLC "DIGITAL RETAIL TECHNOLOGIES SL" granted ____________ "______" a simple (non-exclusive) license for the computer program "RetailCRM" at the address: _______.

The cost of a simple (non-exclusive) right is ____ (______). VAT accruals and exemptions from its payment are governed by EU legislation on VAT.

Name of goods, works, services Amount, euro(s).

Granting ____ "____" of a simple (non-exclusive) license for the computer program "RetailCRM".

Total in the act: _____ euro(s).

The license is deemed to be provided by LLC "DIGITAL RETAIL TECHNOLOGIES SL" duly and accepted if no reasoned written objections have been received within 15 (fifteen) calendar days after the date of drawing up this Act from _____ "_____".

After the expiration of the period specified above, no claims regarding the shortcomings of the granted simple (non-exclusive) license, including by quantity (volume) and quality, are accepted.

Administrator of
DIGITAL RETAIL TECHNOLOGIES S.L.______________________ Borozdin D.S.

REQUISITES OF THE LICENSOR
DIGITAL RETAIL TECHNOLOGIES S.L.
Address: 28001, Spain, Madrid, Serrano St. 19, 6th floor
NIF B70567656

Payment details:
Bank: BANCO SANTANDER
SWIFT: BSCHESMMXXX
IBAN: ES88 0049 6977 71 2310022050

E-mail: support@retailcrm.pro
Contact phone: +34 911 87 67 81
Administrator: Borozdin D. S.

ADMINISTRATOR:
D. Borozdin