By and between, THE CLIENT, whose identification, personal and contact details appear in the “client area” of the web site http://backbeam.io . And, Alberto Gimeno Brieba with Tax Identification Number 72979084S representing LEVEL APPS SL., with Company Tax Identification Number B-99339400 as the holder of the rights to the Backbeam web application for the purposes of this contract, hereinafter called LEVEL APPS. This party states that for notification purposes his registered address is at Calle Baltasar Gracián 21, 3º derecha, 50005 Zaragoza (Spain) and his electronic mail address is: firstname.lastname@example.org
Both parties herein mutually recognise they hold the legal capacity necessary to enter into this contract, with each party confirming that the authority under which they are acting has not been withdrawn or limited, and that they are authorised to bind the people they represent under the terms of this contract, and, in this representative role,
That LEVEL APPS performs the activity of marketing web tools for the development of mobile applications, and in this role it is the holder of the rights to the “Backbeam” web-based computer application.
That the computer application is covered by all the protection regulations concerning intellectual rights, trademarks, patents and industrial registrations and that it has implemented the high level security measures established in Royal Decree 1720/2007 regulating the Organic Law 15/1999 on Personal Data Protection. That THE CLIENT, is interested in contracting the hosting service and computer application tools included in the web application that allow Apps to be developed for mobiles and web applications and that by marking the “I accept the terms and conditions of use” box, THE CLIENT hereby accepts and signs the contents of the following
The purpose of the contract herein is to transfer the right of use of the web application and its attached databases to THE CLIENT, therefore, subject to the terms and conditions, and within the limits established in this contract, LEVEL APPS hereby grants, on a revocable, non-exclusive and non-transferable basis, the right of use of the web application so that THE CLIENT may develop web-based and mobile applications with the aim of marketing them to third parties. The right of use is not a sale, therefore LEVEL APPS, the owner of the web application, will retain the ownership of it.
THE CLIENT may not transfer or transmit in any way the rights acquired under this contract to third parties, nor may he grant permission for third parties to use these rights in any way. Third parties may only enjoy the end product resulting from the development and marketing of web or mobile applications by THE CLIENT using the Backbeam application.
THE CLIENT shall abstain from using the web application for purposes deemed unlawful, contrary to the provisions contained in this document and in the web application, detrimental to the rights and interests of the owner of the web application and third parties, or for purposes which could in any way damage, disable, overload or impair the normal use or enjoyment of the web application by the other clients or users. Additionally, THE CLIENT will sign clauses similar to this one with the third parties who procure the end product and will warn them that breaching this clause could lead to the definitive or temporary suspension of the service.
Because of the special internet settings, LEVEL APPS cannot guarantee the availability and continuity of the access to the application which may become inoperative or inaccessible for any reason including but not limited to:
- (I) Malfunctioning of the software or equipment,
- (II) Scheduled or non-scheduled repair or maintenance procedures or
- (III) Other reasons that are beyond the control of the owner or that are not reasonably predictable. However, whenever it is reasonably possible, LEVEL APPS will give prior warning of any possible interruptions of the service.
If LEVEL APPS is responsible for the interruption of the service it will compensate THE CLIENT, deducting the proportional amount corresponding to the time during which the Backbeam application was inoperative from the next invoice. In order to calculate this compensation, the prices in force contracted by THE CLIENT can be used to obtain the price per minute and this will be multiplied by the total number of minutes throughout the month during which the application was inoperative.
THE CLIENT is prohibited from carrying out several operations, including but not limited to: reverse engineering, decompiling, disassembling, reproducing, translating, modifying, producing versions, marketing, duplicating, transforming or transmitting to a person or entity, partially or in full, in any way or form, whether mechanically, magnetically, by photocopying or any other way, or removing any ownership notice or labels from the web application, including but not limited to, logic diagrams, source codes, data objects and/or models, without prior written authorisation from the owner and even if these operations are necessary for interoperability with other independent programmes or web applications.
The web application must only and exclusively be used to process data belonging to THE CLIENT, data belonging to third parties that is not protected by intellectual or industrial property rights, and data belonging to third parties that use the applications developed by THE CLIENT. THE CLIENT and the authorised users must protect and safeguard the web application, physically and logically, including its contents, logic procedures and access mechanisms, and will provide the means necessary to guarantee, among other things, that the web application will not be disclosed, copied, duplicated, manipulated, reproduced, translated, transformed or accessed by third parties, or any other act that implies a breach of the duty to protect an asset belonging to a third party.
The knowledge and experience inherent in the web application, as well as the knowledge used for the web application settings, is confidential information belonging to LEVEL APPS. THE CLIENT acknowledges this and takes responsibility for any fraudulent use or illegal copies that third parties may make of the web application or accessory web applications or programmes, or of this information, and will be liable for any offence committed by any parties he is responsible for or who have gained access to the web application directly or indirectly through him.
Interpretation of scope. All rights that are not detailed herein or have not been explicitly mentioned in this contract are reserved for the owner, and the provisions contained herein may not be interpreted in a manner which would mean that their implementation would be in any way detrimental to the owner, or would contravene the normal use of the web application. The owner reserves the right to carry out scheduled inspections, with prior written notice, to check that the terms of this contract are being upheld.
As far as legally permitted, LEVEL APPS does not guarantee, nor can it guarantee, explicitly or implicitly, the performance or results that can be obtained through the use of the web application.
LEVEL APPS will, in the quickest time possible, adjust the application in line with any future changes made to the regulations governing data protection and information society services and electronic commerce.
LEVEL APPS guarantees compliance with the legislation in force regarding the security of the information stored in the application. All the information stored in the application is covered by the security and safeguarding guarantees necessary for it to be recovered in the event of a disaster occurring to the storage equipment. Under no circumstances will LEVEL APPS be liable for any damages, direct or indirect, consequential, incidental or special, including but not limited to, any actual loss or loss of profit, downtime, breakage, failure or loss, even if a representative of the owner has been notified of the possibility of these damages occurring, or for any claim made by third parties.
The owner is not responsible for the provision and the payment of costs necessary for ensuring that the web application is compatible with the equipment, including all the hardware, software, electrical components and other physical components required to access and use the web application that belong to the clients of THE CLIENT, including but not limited to services concerning telecommunications, internet access and connection, browsers, or other programmes, equipment and services required to access and use the web application.
The web application may include links to third party material. LEVEL APPS is not responsible for the quality, safety, or legality of the items, products or services of third parties or of their truthfulness or accuracy. Furthermore, unless indicated otherwise, this third party material does not imply that any type of relationship exists with this material or its suppliers.
4. INTELLECTUAL AND INDUSTRIAL PROPERTY
The web application is the intellectual property of LEVEL APPS and is protected by the Spanish intellectual property laws and by the laws applicable in the country where it is used. The structure, organisation and coding of the web application are all valuable trade secrets and confidential information belonging to the owner. Therefore THE CLIENT must treat the computer application in the same way he would treat any other material with intellectual property rights and may not copy the web application.
This concession does not imply, implicitly or explicitly, the assignment of the rights to the intellectual property of the web application, the hardware, or the data model. LEVEL APPS guarantees the assignee that it owns the original intellectual property rights of the computer application, as well as, if applicable, the operational rights corresponding to the authors or creators and, in particular, the fact that using the computer application in accordance with the terms of this contract does not breach any legal ruling, contract, right or property belonging to third parties, and in no way constitutes unfair competition.
The owner guarantees that the technical features of the computer application as well as its tools will function in accordance with the user’s manual.
The owner guarantees that the computer application does not contain technical faults that prevent their use from being regulated, as well as viruses and any other elements that could cause alterations to the computer systems of the end client or licensee, or to the electronic documents and files stored in these computer systems.
5. EXCLUSION AND TERMINATION OF THE CONCESSION OF USE AND SUSPENSION OF THE SERVICE
The owner reserves the right to exclude, terminate, suspend, temporarily or definitively for THE CLIENT and the third parties that procure the end product through him, the services of usages, access and even to prevent access to the application and its contents, in any of the following circumstances:
- a. In the event of a breach of any of the terms and conditions established in this document.
- b. If THE CLIENT, of any of the third parties procuring the end product, commits criminal conduct or breaches the rights of third parties or the legislation in force.
- c. If the owner is made aware, under the terms of articles 13 to17 of Law 34/2002 on information society services and electronic commerce, that THE CLIENT or third parties are using the web application to develop the activities mentioned in these articles.
The exclusion or termination of the rights of use does not mean that the owner will not undertake the corresponding legal action or will waive the corresponding compensation if the assignee has deliberately acted in bad faith, to damage the web application or to directly or indirectly harm the owner.
For notification purposes concerning this contract both parties explicitly designate the electronic mail address listed in the “user area” of THE CLIENT, which must be kept permanently up-to-date.
If this address is not updated, as applicable, any notifications sent to the address listed will be considered valid. LEVEL APPS is obliged to communicate all relevant price lists that may partially or fully amend the existing ones through the “prices” section on the website http://backbeam.io and will send an electronic mail giving notification of this modification to the account designated by THE CLIENT.
This contract will come into force on the date of acceptance by THE CLIENT and will be valid for one month and will be automatically renewable for one-month periods. Either of the parties may explicitly request the termination of the contract with fifteen days’ notice. This notice will not relieve the parties from fulfilling their applicable enforceable obligations.
8. FINANCIAL CONDITIONS
The price, method of payment, invoicing and charging for the concession of use for the web application detailed in this contract is specified on the website http://backbeam.io, which forms an integral part of this agreement for all purposes. The prices stated include VAT, if liable for tax.
9. DATA PROTECTION
The personal data belonging to the assignee (or to the personnel he is responsible for) will be included in groups of files belonging to THE CLIENT for the purposes of managing the services contracted and offering identical or similar services that may interest the client. The rights to access, rectify, cancel and oppose the data may be exercised by writing to LEVEL APPS, Calle Baltasar Gracián 21, 3º derecha, 50005 Zaragoza.
LEVEL APPS provides the service as the party responsible for processing personal data, and shall not transfer this data, and is therefore governed by article 12 of Organic Law 15/99 of 13 December, on Personal Data Protection and articles 20, 21 and 22 of its implementing Regulation, Royal Decree 1720/2007, of 21 December. The services subject to this document will be provided remotely at the premises where the servers of LEVEL APPS are located. Therefore, LEVEL APPS guarantees that the personal data will be processed in accordance with system described in its SECURITY DOCUMENT and always in line with Royal Decree 1720/2007 implementing the Data Protection Act.
LEVEL APPS will only process the data in accordance with the instructions given by THE CLIENT, and will not apply the data or use it for any purposes other than the correct provision of the above mentioned service.
LEVEL APPS is responsible for applying the technical and organisational measures necessary to guarantee the security of the personal data applicable to the service provided to THE CLIENT and to safeguard the data against alteration, loss or unauthorised access or processing. For the files it processes for the provision of the services described LEVEL APPS will apply the level of security measures required at all times by the legislation in force on matters of personal data protection, in accordance with the informative fields contained in the file(s). In particular, LEVEL APPS guarantees that it has implemented high level security measures and that it will carry out external inspections every two years.
By accepting this document THE CLIENT authorises the tasks, storage, processing, and recovery tasks of the personal data collected for the purposes of the described services, as established by this document.
At the end of the contractual relationship between THE CLIENT and LEVEL APPS, LEVEL APPS must destroy or return the personal data using a readable, commonly used medium (chosen by THE CLIENT), as well as any medium and documents that contain any personal data that has been processed. LEVEL APPS may retain any data that is strictly necessary for proving it has fulfilled its contractual obligations, in accordance with the applicable legislation in force at all times, or with any other industry regulations governing the retention of information.
THE SUPPLIER will not disclose the data, even for it to be retained, to third parties, except for the assignment of personal data permitted by the legislation in force. LEVEL APPS will be held responsible for personal data processing and as such will be responsible for any infringements that may occur, in the event that it uses the personal data for purposes other than those established in this contract, or if it discloses the data to third parties, breaches its obligation to keep the data confidential or uses it inappropriately contravening the provisions of the legal rules and regulations on personal data protection.
LEVEL APPS may not subcontract a third party to carry out any of the processing commissioned by THE CLIENT, unless it obtains prior written authorisation to do so from THE CLIENT. The acceptance of this contract authorises the subcontracting expressed in point 10.
10. WEB STORAGE
The storage of the web application and the associated databases is subcontracted by LEVEL APPS with ADW Europe SL with registered business address in Calle Edificio Amboto. Oficinas 8 y 9. 48220 Abadiano (Bizkaia) and with Company Tax Identification Number B-50966613.
By accepting this contract THE CLIENT acknowledges and authorises the contracted storage for the databases associated with the application.
This contract shall be terminated for the general reasons stipulated in the Civil Code and in the Code of Commerce and, especially, for the breach of the obligations set forth herein.
If either of the parties should breach their obligations under the terms of this contract, the other party may fully terminate the contract, without prior notice and without any type of compensation, with it being sufficient to simply inform the other party of this termination, unless the defaulting party rectifies the infringement to the satisfaction of the other party within a period of 15 days starting from the date on which the request was made to that effect.
Notwithstanding the stipulation agreed in the foregoing point, either of the parties may terminate the contractual relationship in the event that the other party breaches the obligations assigned to them under the terms of this contract, without prejudice to any compensation for damages and loss which may be applicable.
12. ENTIRE AGREEMENT AND SAFEGUARD CLAUSE
Each and every one of the stipulations contained in this agreement should be interpreted separately and independently of the others. If any of the stipulations should become invalid, illegal or unenforceable under any legal regulations or if any of them should be declared null and void by any court or administrative authority, the annulment or invalidity of this stipulation will not affect the other stipulations, which will remain fully valid and effective. The contracting parties hereby agree to replace the affected clause or clauses by another or others that serve the same purpose as those agreed by the parties under this contract.
This contract includes all the agreements existing between the parties, and cancels and supersedes, if applicable, any other covenants or agreements, whether they be verbal or written, which may be valid on the date this contracted is signed. This contract may only be amended if both parties give their acceptance in writing.
13. APPLICABLE LEGISLATION
This contract is commercial in nature, and will be governed by Spanish law. The parties waive their right to any other jurisdiction that may correspond to them and are subject to the Courts and Tribunals of the city of Zaragoza for matters of binding law and interpretation of the clauses of this contract.
This page is a translation of the Spanish terms and conditions. In case of discrepancies Spanish version prevails