Software license assignment agreement


DIGITAL RETAIL TECHNOLOGIES SL, with VAT No B70567656 and address at
Serrano str.19, floor 6, DCHA, Madrid, hereinafter "the LICENSOR"; incorporated
before the Notary Public of Mr. Manuel Tejuca García, on September 27, 2018, with
protocol number 3321, and is duly registered in the Mercantile Registry of A Coruña
and is in force, on the one hand.

On the other hand, the Client, hereinafter "the LICENSEE" is a legal person or an
individual of legal age, or a self-employed person.

All the parties mutually recognise the legal capacity of law necessary to conclude
this purpose, freely and by mutual agreement,


First. - That the LICENSOR is a commercial company with the corporate purpose to
consult and work in the field of information technologies.

Second.- That the LICENSOR has the right to grant the LICENSEE the rights to use
a computer program "SIMLA.COM" (hereinafter, "SYSTEM") based on an agreement
between the LICENSOR and the owner of all the Intellectual property rights
(copyright) of the System (Retail Driver LLC). The authorisation received by the
LICENSOR by virtue of the mentioned agreement allows him to grant the rights to
use the System to the LICENSEE (right of distribution). The mentioned granting of
rights to use the System does not imply exclusivity for the LICENSEE. The license is
not transferable. "SIMLA.COM" is a system (computer program) intended for use on
computer equipment and other information technology devices (hereinafter, "the
COMPUTER") with access through the Internet.

Third. - That the LICENSEE is a commercial company / autonomous / 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. The LICENSOR acts independently. The LICENSOR enters into all
agreements with clients independently, in its own name and in its own interest.

Fourth. - That both parties are interested in the LICENSOR granting the right to use
the System to the LICENSEE. The objective of the granting of the license is to use
the System in the commercial activities of the LICENSEE. Therefore, both parties by

common agreement carry out this agreement under conditions regulated in the
agreement itself and in accordance with the following:



1.1 By this Agreement, the LICENSOR assigns the use of the Program to the
LICENSEE so that he can use it, in exchange for the specified price and in
accordance with the conditions detailed in this Agreement.

1.2. The license grants a simple and non-exclusive right to use the System as a
sequence of instructions and indications intended to be used in computing devices,
to perform functions or tasks, or to achieve a specific result.

1.3 Regarding the price of the license. The price of the license described in this
Agreement is specified at the following url plus the
corresponding Value Added Tax.

1.4 System configuration, system maintenance, adaptations or readjustments to the
LICENSEE's own needs, are services which are not related to this Agreement and
are the subject of other contractual relationships between THE PARTIES.


2.1 The System is a "SIMLA.COM" computer program specialized in CRM
(Customer Relationship Management) for electronic commerce and communications,
carrying out a set of instructions designed for computer devices in order to obtain a
certain result. Compliance with this Agreement is protected by the Intellectual
Property Law. "SIMLA.COM" ® (in Latin letters) is a registered trademark and a
service mark.

2.2 The User's account (hereinafter, “the account”) is the LICENSEE's registration
identification account. The account defines the number of times the LICENSEE
starts the session, as well as the result of the use of the System.

2.3 Subscription: is the acquisition of the license by the LICENSEE, obtaining all the
rights of use and exploitation of the System, object of this Agreement, this implies
the payment of the license price, which is subject to the rate table established in the
following url

2.4 Table of Rates: this is the list of prices according to the scope of the System
functions with the indications and the terms to be used. The price table is located in
the following url of this Agreement.

2.5 Internet Site: it is the set of information created by the LICENSOR to publish on
the Internet and display in specific ways the texts, graphics and sound through a
software system (computer system, software packages) and hardware.

2.6 Licensor's Server: it is a complex of computers controlled by the LICENSOR to
guarantee the operation of the System for the LICENSEE.

2.7 The control panel: it is the LICENSEE's interface that allows adjusting the
System settings and to perform other actions in the System.

2.8 Email: for the LICENSOR: it is any address from the @ email group;
for the LICENSEE: it is the address specified by the LICENSEE to activate the
Account. Access to email is provided by the PARTIES.

2.9 The simple (non-exclusive) right to use the System: it is the privilege obtained by
the LICENSEE to use and exploit the System, faithfully limited to the acquired rates
described in the following url

2.10 The personal Licensee’s account: - the virtual Licensee’s account, with which
the accounting of the monetary settlements with the LICENSOR is carried out on a
monthly basis.

2.11 The final cost is the established price of the calendar month based on the
chosen rate, updated with the final results of the month. If the final cost is different
from the preliminary cost, the difference between these values is enforceable by the

2.12 User is a person or organization that uses the services of the LICENSOR for
the use and exploitation of the System, which is faithfully limited to the acquired rates
described (who acquires the service of the System) through the System and is in a
contractual relationship with the LICENSOR .


3.1 The duration of the Agreement is 1 year from the moment it is signed, and may
be extended, at the will of THE PARTIES and by mutual agreement for annual
periods. The renewal of the Agreement will be automatic, unless one of THE
PARTIES expresses its intention not to renew within the term established in point 3.2
of this Agreement.

3.2. The number of extensions is not limited. If the expiration of the initial term or of
any of its extensions, any of THE PARTIES decides to terminate this Agreement, it
must communicate its intention to the other party at least two months in advance of
the expiration date through a means that proves its reception.


4.1.1 Acquire in accordance with the procedure, terms and conditions of this
Agreement a simple (non-exclusive) license right to use the System.

4.1.2 Refuse to use the System and cancel the Subscription in the manner
established in point 3.2 of this Agreement.

4.1.3 Grant access to its Account to a third party (third parties) under the terms of the
Fee paid, hence the LICENSEE (User) guarantees compliance with the rights,
obligations and restrictions established in Clause 4.3 of this Agreement. These are
the employees of the LICENSEE. The LICENSEE is responsible for the actions of
these third parties.

4.1.4 Make offers to the LICENSOR about the improvement and update of the
Spanish System.

4.1.5 Consider the results of the LICENSEE’s System use as their property, including
all primary data entered in the System.

4.1.6 Change the System configuration settings within the limits provided to
LICENSEE in the Control Panel.

4.2 The obligations OF THE LICENSEE:
4.2.1 Comply with the instructions and indications that appear in the user manuals
and materials for the System, published on the LICENSOR's website
( at:

4.2.2 Pay the license fee in time in the amount and in the terms provided according to the LICENSEE's selected tariff and in compliance with subparagraph 6.1 of this Agreement.

4.2.3 Ensure the security of access to the System received from the LICENSOR
against unauthorized access by third parties, in accordance with subparagraph 4.1.3
of this Agreement.

4.3 Restrictions for THE LICENSEE:
4.3.1 Do not use the System to commit illegal acts, including sending spam emails,
sending threats and insults, spreading false advertising, calls for violence and any
type of information and materials distributed through the information network and
telecommunications "Internet".

4.3.2 Do not access the source codes of the System, do not study them, do not edit
them, and do not disclose the Principles of the technological functions of the System.
Do not use reverse engineering techniques, decompile or disassemble the Licensed
System, except and only in the event that such activity is expressly authorized by the

4.3.3 Do not copy or reproduce the System or its individual elements, do not save
the System in any medium with the purpose of transferring it to a third party (third
parties), sell, distribute, as well as publish the System with the purpose that third
parties have the ability to copy it.

4.3.4 Do not attempt to overcome the technical limitations established in the System.

4.3.5 Do not post on the System and / or use the System to distribute malicious
programs to infect computers with (viruses).

4.3.6 The rights of use are limited to the following:
- The System can only be used by the authorized LICENSEE;
- The source of the System code cannot be changed by the LICENSEE without the
prior written notice and without the written consent of the LICENSOR.

4.4 The rights of THE LICENSOR:
4.4.1 Block LICENSEE's access to the System if LICENSEE violates the terms of
this Agreement, or at the request of the court and (or) other authorized bodies. With
such a block, the license fee is not charged. After 7 calendar days from the blocking
of the Account, the System automatically activates the diversion of data requests
from the LICENSEE's website to the LICENSOR's Server and to the URL specified
by the System parameters.

4.4.2 Delete the information published by the LICENSEE with the use of the System
if it violates Spanish legislation and / or the terms of this Agreement, also in the
event of a request from a third party (third parties) to confirm that the published
information violates their Rights.

4.4.3 Temporarily block the LICENSEE's access to the System in case of

4.4.4 Delete the LICENSEE's Account due to consecutive defaults of payment.

4.4.5 Require the LICENSEE for additional information, as well as certificates and
(or) licenses, if there are reasons to believe that the LICENSEE does not comply
with the regulations, or at the request of public authorities by virtue of the legal
mandate, by judicial resolution or in accordance with the rules of the administrative
entity. In the event that the LICENSEE refuses to provide such information, the
LICENSOR has the right to restrict the LICENSEE's access to the System.

4.4.6 Improve the System without the LICENSEE's consent and implement it.
Perform System updates.

4.4.7 Change the terms of this Agreement by posting changes on the website, which
takes effect from the time of their publication.

4.5 The obligations of THE LICENSOR:
4.5.1 Provide LICENSEE with a simple (non-exclusive) right to use the System in the
manner and under the terms provided in this Agreement.

4.5.2 Ensure the operation of the System and the admission of the LICENSEE to the
System database.

4.5.3 Inform the LICENSEE about significant updates to the System, also about
changes in the terms of the transfer of rights to use the System, the notification will
be provided by email and / or publication on the LICENSOR's website (www.simla

4.5.4 Inform the LICENSEE about changes to the Rate Table by email and / or
publication on the LICENSOR's website (

4.5.5 Based on the LICENSEE's request, delete all information about the
LICENSEE's Account from the LICENSOR's server within 24 hours.


5.1 The transfer to the LICENSEE of the license to use the System will be provided
within one business day from the time of payment. The right will be considered

transferred by the LICENSOR from the moment of providing the LICENSEE with a
Username and an electronic password for the Account, as long as the LICENSEE
does not report errors in the login and password within 24 hours of the date of
transmission. The System is not transferred to a physical medium.
In the event that the System does not work properly, the LICENSEE will notify the
LICENSOR within 5 days from the transfer of the right. The LICENSOR will make the
appropriate modifications for a maximum period of 5 business days from the
acceptance and recognition of the request, or the instructions to eliminate the
deficiencies by the LICENSEE himself will be sent to the LICENSEE.


6.1 The price of the License for the LICENSEE (depending on the number of users and other parameters, including the additional functionality of the System) is specified in the following url, at the chosen rate the corresponding Value Added Tax should be added. The Licensee’s Personal Account is credited with the amount of funds received into the Licensor’s account after payment of all taxes, mandatory payments and commissions.

6.2 Regarding the payment of the price: The payment should be made within 15
days after the invoice is issued, in the current account indicated in the following url

6.3 DELAY IN PAYMENT: A delay of more than 60 days in any of the payments
entitles the LICENSOR to demand from the LICENSEE a default interest of 4% with
respect to each of the delayed payments. If the LICENSEE delays more than 2
payments, the LICENSOR may choose between demanding the payment of the
pending installments or terminating the Agreement, or applying both mentioned

6.4 The LICENSEE may pay in advance to obtain the right of use for the future

6.5 The LICENSEE is entitled to refund in case:
- The LICENSOR makes the System unavailable to the LICENSEE without proper
basis (i.g. delay in payment, breach of the Terms of use, etc.).
- The System becomes unavailable to the LICENSEE because of the LICENSOR’s
- The LICENSEE paid in advance and terminates the agreement under any basis set
out in this public offer. In this case, the LICENSEE may only refund money, which
was not used for purchase of services or subscriptions in the System.

The inconvenience of the System, loss of interest for it or any other personal or
business matter shall not be a basis for a refund, unless otherwise mentioned in this
public offer.

6.6 The LICENSEE shall demand refund via electronic communication with tech
support in the System. The LICENSOR shall return money to the LICENSEE during
30 days after the reception of the demand.


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

7.2 The LICENSOR is not responsible:
- for the inability of the LICENSEE’s use of the System, when the causes that
originate this inability are beyond the control of the LICENSOR, including in relation
to: 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 use and / or utility for the LICENSEE of the rights to use the
- for the quality of the LICENSEE's access to the System through the Internet

- for the availability and performance of third-party services, which the LICENSEE accesses through integration with the System, for the actions or inactions of third parties - owners of such third-party services, for the LICENSEE’s settlements with such third parties

7.3 The LICENSEE is responsible:
- for own actions and of third parties actions carried out in the System under your
user account, whether it is for or against his will;
- for the use of operations using the System, as well as the configurations, templates
and / or data of the System;
- for the security of the LICENSEE's access to the System and for the losses that the
unauthorized use of their access may have caused;
- for the placement of any material, including advertisements and materials, that are
subject to copyright under the Intellectual Property Law;

- for the will of the LICENSEE to register as a User in the System, on the forms of
their entrepreneurial activity through the System and the acquisition of all necessary
certificates, licenses, permits and other documents.

7.4 The LICENSOR does not guarantee the possibility of correcting the results of the
actions carried out by the LICENSEE and / or a third party (third parties) in the


8.1 On the ownership of the rights: The LICENSEE acknowledges the LICENSOR's
right of ownership of the System and the legality of granting the LICENSEE the right
to use the System in the terms of this Agreement.

8.2 On the scope of protection: Intellectual property rights protect both the System,
as well as all the data, lists, diagrams and schemes prepared in the analysis phase,
the instruction manual or the other 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 that may
arise in compliance with this Agreement, including all the information or
documentation that the LICENSOR may provide to the LICENSEE.

8.3 Regarding the prohibition of copying: The LICENSEE should refrain from copying
the System developed for profit or not, adopting the necessary internal measures so
that the people under his control and direction are aware of the protection of the
LICENSOR's rights.


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

9.2. Assignment to third parties (sublicensees or subusers) is prohibited under the
terms of the sublicense. The aforementioned points do not apply to LICENSEE's
employees. Assignment is allowed in the cases expressly provided for by Spanish
law (section 3 of article 49 LPI). The license is not transferable.

9.3. In the event that the LICENSEE enters into a sublicense contract or actually
provides the possibility of using the System to third parties in a violation of clauses
9.1, 9.2 of this Agreement, such actions will be considered a material violation of the
terms of this Agreement and allow LICENSOR to terminate this Agreement.

However, the LICENSEE is considered responsible to the LICENSOR for the actions
and disputes produced by mentioned illegitimate Sublicensee.
At the same time, the LICENSOR reserves the right to issue licenses to other people
or organizations (users / LICENSEES).
The LICENSOR may make updates to the source of the System code resulting in a
new version and notifying the user.


10.1 THE PARTIES consider the terms of this Agreement confidential, as well as all
the information received by a Party from the other Party after 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 shall take all necessary measures to protect confidential information
using the same measures that the Party applies to protect its own confidential

10.4 Each of THE PARTIES undertakes to familiarize its employees with the
obligation to ensure the security of Confidential Information, which is provided to
them in this Agreement with respect to THE PARTIES.

10.5 The obligation to keep Confidential Information secret is valid during the term of
this Agreement and within 5 (five) years after the termination date of the Agreement,
unless THE PARTIES specify other conditions in the future.


11.1 All disputes, differences and disagreements that may arise between THE
PARTIES outside of or in relation to the conditions related to what is stipulated in this
Agreement as well as all pre-contractual controversies should be resolved by THE
PARTIES through negotiations.

11.2 In the event that THE PARTIES have not resolved the controversies or
discrepancies amicably, within 30 days of one of THE PARTIES having notified the

other of their existence and their willingness to initiate the resolution process, any of
THE PARTIES may resort to the judicial means contemplated in the following clause.


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 will be determined
in accordance with the criteria of objective, functional and territorial jurisdiction
legally applicable.

This Agreement is commercial in nature and will be 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 the Spanish legislation.
The applicable law in the contractual relationship of the Parties in all cases is the
Spanish legislation.


The LICENSOR guarantees the proper functioning of the System for a paid period,
within which it is obliged to solve those repairs that are necessary to correct any
errors that the System may present.
However, the foregoing assumptions to exclude negligence shall not be considered
covered by this warranty clause, the provisions of the LICENSOR's instructions
should be followed:


14.1 The LICENSOR is exempt from liability for total or partial breach of the
obligations of this Agreement in the cases in which it is understood that the breach is
not attributable to it, which are called force majeure and acts of major force, including
massive disturbances, revolutions, wars, prohibitive actions of the authorities,
spontaneous disasters, fires, earthquakes, floods, catastrophes, including the fall of
an airplane and / or other space objects, in addition to other circumstances of force
majeure such as:
-Interruption of electric light;
-Global interruptions in the work of national or international internet segments;
-Routing systems failures;

-Bugs in the domain name system;
-Failures caused by hackers and DDOS attacks, as well as other illegal actions
caused by a third party.

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

14.3 If, due to force majeure circumstances, the LICENSOR will be deprived of the
ability to comply with its obligations for 3 months or more, the Agreement may be
terminated without compensation for damages.


The LICENSEE agrees not to hire any person who provides the services for the
LICENSOR. This clause will extend its validity even after the termination of this
Agreement for a period of 2 years.


The Agreement may be terminated for the following reasons:
16.1 By the will of either of THE PARTIES when there is a serious breach of the
agreed obligations or force majeure circumstances.

16.2 By agreement of THE PARTIES in writing within two months before the
expected date of the Agreement termination.

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

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

In the event that 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.


Any notification that is made between THE PARTIES should be made in writing and
will be delivered personally or in any other way that certifies receipt by the notified
party at the respective addresses indicated in the heading of this Agreement.
Any change of address of one of THE PARTIES must be notified to the other
immediately and by such means that guarantee the reception of the message.
However, as long as it is possible to guarantee the identity of the issuer, the
recipient, and the content of the message, and in order to maintain fluid
communication between THE PARTIES, the following email addresses are provided:


18.1 This Agreement cancels and replaces any previous agreement or contract
between THE PARTIES for the same purpose 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 are declared canceled or unenforceable,
the mentioned clause will be considered excluded from the Agreement, without
implying its nullity. In this case, THE PARTIES will 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 for informational purposes only, and
will not affect, qualify or expand the interpretation of this Agreement.

18.4 The LICENSEE agrees to receive additional information and newsletters from
the LICENSOR at the address registered on the LICENSOR's website
(, at the postal address and by telephone. The information and
Newsletters may contain information about changes and improvements to the
System, changes in the tariff scale, other products and services offered by the
LICENSOR, announcements of the topics of upcoming events of the LICENSOR

The payment made as it is stipulated in the Agreement (non-exclusive right),
constitutes a LICENSEE’s complete and definitive acceptance of each of the
conditions set forth in this Agreement.