INTELLIGENT LOCKING SYSTEMS

TERMS AND CONDITIONS OF USE OF THE CLOUD PLATFORM ASSOCIATED WITH THE OTS LOCK

1. Definitions

1.1. “Terms and Conditions”: A set of legal terms defined by the Provider that govern the use of its Platform and the relationship between Users and the owner of the Platform.

1.2. “The Platform”: Cloud software platform associated withOjmar’s connected locks  named [Ojmar.cloud].

1.3. “The Supplier”: OJMAR, S.A.

1.4. “The User”: A person who, under the Contract, has the right to use the Platform with certain limitations.

1.5. “The Parties”: OJMAR, S.A. and the User.

2. Scope and Applicability

2.1. These Terms and Conditions cover and regulate the User’s use of the cloud software platform, associated with the connected lock called [Ojmar.cloud] and provided by the Provider.

2.2. The User agrees to be bound by these Terms and Conditions by:

1. Tacit acceptance through the use and utilization of the Platform.
2. Express acceptance by notification

2.3. If you are entering into this Agreement on behalf of a company or other legal entity, you affirm that you have the power to bind such entity and its affiliates to adhere to these Terms and Conditions, in which case the terms “you”, “your” and “User” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree to these Terms and Conditions, you must not accept this Agreement and may not use the services.

2.4. If you are not entitled to enter into these Terms and Conditions or do not agree with them, you must not use the Platform, otherwise you will be deemed to be in compliance with them.

3. Term and Termination

3.1. These Terms and Conditions shall enter into force on the date of their acceptance (express or implied) and shall continue until terminated by the User or the Provider.

3.2. The Provider reserves the right to terminate your access to the Platform in the event of a breach of these Terms, without this implying a waiver by the Provider of its right to take legal action arising from the same breach.

3.3. In the event of termination of access by the Provider, the User shall delete all data files in his/her possession within one month of their expiry. This period of time is considered reasonable in order to, if the User so wishes, be able to save or export all the data entered by him, relating to his business (Users, professionals, billing, etc.), in the formats allowed by the software (for example, Microsoft Excel).

3.4. In the event of termination of access by the Provider, part or all of the Platform may cease to function without prior notice. After the expiry of the Agreement, the User may not use the Platform.

3.5. For the renewal of the rights to use the Platform, it will be necessary to notify the Provider at least one month before the expiry date of this Agreement.

4. License to Use and Right to Use

4.1. The grant of the license is subject to the User’s continued compliance with the Agreement, the Terms and Conditions of Use and the payment of the applicable license fees.

4.2. The license is exclusive and non-transferable to third parties, has a limited duration, and gives the right to use the program on any computer through a User account and email via the Internet, provided that it is used in a manner consistent with the terms of this Agreement.

5. Use of the Platform

5.1. Verification, Privacy and Security: In order to access the Platform, the User may be asked to provide certain information as part of the registration process. The User undertakes to ensure that all the information provided is always accurate, correct and up-to-date.

You will keep all of your account information up to date, use reasonable means to protect your account data, passwords and other login credentials, and promptly notify Provider of any known or suspected unauthorized access or use of your account. That is, the Provider is committed to protecting your privacy and implementing reasonable security measures to protect your data.

During the term of use and for a period of 12 months from its expiration or termination, the User shall take reasonable steps to maintain complete and accurate records of the use made by the User of the Platform, sufficient to verify compliance with these Terms and Conditions. Upon reasonable notice, and not more than once per 12-month period, the User shall allow the Provider and its auditors, within 30 days of the Supplier’s notification, access to the Verification Records and to all applicable books, systems (including products or other equipment) and accounts,  during the User’s normal working hours.

5.2. Restrictions:

The User may not:

1. Transfer, sell, sublicense, monetize, or otherwise make available the functionality of any Provider Technology;
2. Remove, modify, or obscure any product identification, copyright, proprietary, intellectual property notices, or other markings;
3. Reverse engineer, decompile, decipher, disassemble, modify, or make derivative works of the Vendor Technology; or
4. Use the Platform for purposes other than the permitted use of the Provider’s Technology.
5. No modifications: Except in the cases expressly permitted and unless otherwise agreed between the Parties, the User may not modify the Platform.

5.3. Evolution of the Platform:

The Provider may make such changes as it deems appropriate to the Platform. In particular, including but not limited to, the Provider may:

1. Improve or improve a service on the Platform.
2. Perform scheduled maintenance tasks for the Platform, during which the User may experience some interruption of the Platform’s services. Whenever reasonably practicable, the Provider shall notify the User in advance of the commencement of maintenance work.
3. The User acknowledges that the Provider may need to perform emergency maintenance tasks without prior notice.

5.4. End of life:

1. The Provider may terminate the useful life of the Platform, including the functionality of its components. In the event that the User has paid a fee in advance for the use of the Platform and the Platform has already reached the end of its useful life, before the expiry of the term of use in force at that time, the Provider shall use all commercially reasonable efforts to make the User switch to a substantially similar Platform. In the event that the Provider does not have a substantially similar Platform, then it will pay any unused portion of the fee prepaid by the Platform.
2. The Credit will be calculated from the last date of availability of the Platform to the last date of the applicable Terms of Use. Such credit may be applied to the future purchase of products from the Supplier.

6. Fees

6.1. The Provider will invoice the User for the services and/or products at the rates in force at any given time, which will be increased by the corresponding VAT. Payment will be made by bank deposit or transfer, always in advance, and the supply or provision of the corresponding service will not be made until it is effectively confirmed.

6.2. To the extent permitted by law, the Contracts for the use of the Platform are not cancellable and if the User uses the Platform in excess of his/her rights, the Provider shall be entitled to invoice such excesses and, if applicable, terminate the Contract.

7. Notice and Consent

7.1. To the extent required by the use of the Platform, the User shall be responsible for notifying natural persons of the collection, processing, transfer and storage of their data through the use of the Platform, as well as obtaining their consent.

8. Indemnification

8.1. Complaints. The Provider shall defend the User against any third-party claim alleging that the User’s valid use of the Platform under its right infringes a patent, copyright or trademark of a third party (the “Intellectual Property Claim”). The Provider shall indemnify the User for the final judgment rendered by a competent court or for any out-of-court settlement arising from an intellectual property claim, provided that the User:

1. Promptly notify the Provider in writing of the existence of the Intellectual Property Claim;
2. Cooperate fully with the Provider in the defense of the Intellectual Property Claim; and
3. Grant Provider the right to exclusively control the defense and settlement of the Intellectual Property Claim, as well as any subsequent remedies.

The Provider shall have no obligation to reimburse the User for attorneys’ fees and costs incurred prior to the Provider’s receipt of notice of the Intellectual Property Claim. The User may hire his/her own lawyer, at his/her own expense.

8.2 Additional Resources. In the event of a claim for intellectual property rights that prevents the User from exercising the rights of use, the Provider shall grant the right to continue using the Platform, or replace or modify it with at least equivalent functionality. Only in the event that the Provider determines that these alternatives are not reasonably available, the Provider may terminate the Rights of Use granted to the User under the terms and conditions upon written notice, and refund the User a prorated portion of the fee paid by the Platform for the remainder of the unexpired Terms of Use.

8.3. Exclusions. Supplier has no obligation whatsoever in connection with any intellectual property claim based on:

1. Compliance with any design, specification or requirement provided by the User or provided by a third party;
2. The modification by the User or a third party of any parameter of the Platform;
3. The amount or duration of your use of the Platform, the revenue you earn, or the services you offer;
4. The combination, operation or use of the Platform with products, software or business processes outside the Provider;
5. Your failure to comply with the obligation to modify or replace the Platform as required by the Provider.

9. Warranties and Liability

9.1. Nothing in this section shall limit or exclude any warranty implied by law which it would be unlawful to limit or exclude. The Platform and all of its content are provided on an “as is” and “as available” basis and may include inaccuracies or typographical errors. We expressly disclaim all warranties of any kind, whether express or implied, as to the availability, accuracy, or completeness of the content.  We do not guarantee that:

a) The Platform will meet your needs.

b) The Platform will be available on an uninterrupted, timely, secure, or error-free basis.

9.2. In no event shall the Provider be liable  for any incidental, exemplary, special, consequential, direct or indirect damages (including any damages for loss of profits or revenue, loss or corruption of data, software or database, or loss of or damage to property or data) incurred by you or any third party, arising out of your access to or use of the Platform.

The Provider shall not be liable under any circumstances for any damages and/or losses caused by the User due to the malfunction of the Platform, if, after the installation of the Platform, other programs, software or devices are installed on the same computer or server (by personnel other than the Provider) that affect, directly or indirectly, the operation of the software tool.

The Provider shall not be liable for any damage or loss to your personal computer arising from the use of the Platform.

The Provider declines all liability for damages and/or losses arising from cyberattacks, hackers, computer viruses or situations of a similar nature.

Except to the extent otherwise expressly provided by any Additional Agreement, our maximum liability to you for all damages arising out of or related to the Platform, regardless of the form of legal action imposing liability (whether in contract, equity, negligence, willful misconduct, tort, or otherwise) shall be limited to the total price you paid for the license to use the OTS Pulse lock software. Such limitation shall apply in the aggregate to all of your claims, actions, and causes of action of every kind and nature.

10. Termination and Suspension

10.1. The Provider reserves the right to immediately  terminate the service at any time, either permanently or temporarily, in the event of a breach of the Terms and Conditions. The Provider may unilaterally terminate a User’s account if, among other things:

1. The User uses the Platform for purposes contrary to the law, especially those that contravene the intellectual property rights of third parties and/or the Provider and other Users
2. The User is making use of his/her account for the transmission of malicious programs such as viruses, malware, spyware, Trojan horses or similar, which may compromise the proper functioning of the Platform or harm third parties.
3. In the event of not receiving payment for any service contracted by the User to the Provider.

10.2. Upon termination of the Agreement, the User shall cease using the Platform and destroy all copies of the Software and Confidential Information under its control.

10.3. In the event that the Contract is terminated due to a material breach by the Provider, the Provider shall reimburse the User for the pro-rata portion of the fees paid in advance by the User for Rights of Use after the date of termination.

10.4. In the event that the Provider terminates the Contract due to a serious breach by the User, the User shall pay the Provider the unpaid fees until the end of the then-current period of use. If the User continues to use or access the Platform after termination, the Provider may invoice the Provider, and the User agrees to pay, for such continued use.

11. Intellectual Property

11.1. The Provider owns all intellectual property rights, without limitation of any limitation that restricts or limits the performance of the obligations arising from these Terms and Conditions, to the software, source code, idea, trademarks of its products and other related on its website ojmar.com, concept, know-how, written and digital documents and related technical information that comprise it. These Terms and Conditions are not deemed to have been transferred to You by means of these Terms and Conditions.

11.2. The Provider does not sell or assign the intellectual or operational property on the Platform. The service constitutes only a temporary access to the User to use the platform.

11.3. The structure, organization and source code of the Platform are valuable trade secrets and confidential information of the Provider. Except as expressly stated herein, this agreement does not grant the User any intellectual property rights in the Platform. All rights not expressly granted are reserved by the Provider.

12. Data Protection

12.1. The Provider shall guarantee and maintain the confidentiality of all data provided by Users and stored in its databases. Any data of a personal nature will be treated with the confidentiality requirements required by the regulations on data protection, Organic Law 3/2018, of 5 December, on the Protection of Personal Data and guarantee of digital rights. The User may exercise their rights of access, rectification, cancellation and opposition at any time by writing to the registered office of OJMAR, S.A.  located in Polígono Lerún, s/n, Elgoibar (Gipuzkoa), Spain.

13. Backup and Data Loss

13.1. You are responsible for making regular backups of your data stored on the Platform. The Provider is not responsible for the loss of data.

14. Confidentiality

14.1. The User shall maintain confidentiality and take all reasonable precautions to avoid disclosure of any Confidential Information to third parties, except to its employees, affiliates and contractors who have a need to know.

15. General Provisions

15.1. Third Party Beneficiaries: These Terms and Conditions do not grant any rights or causes of action to any third party.

15.2 Assignment and Subcontracting: Except as provided below, the User may not assign or novate these Terms and Conditions in whole or in part without the express written consent of the other party.

1. The Provider may, upon written notice to the User, assign or novate these Terms and Conditions in whole or in part as part of a sale or transfer of any part of its business;
2. Or subcontract to third parties any services associated with the Platform, provided that such subcontracting does not relieve the Provider of any of its obligations hereunder.

15.3. Modifications to the Terms and Conditions: The Provider may amend these Terms and Conditions or any of its components by updating them at https://www.ojmar.com/es/. Modifications to the Terms and Conditions will apply to all Entitlements acquired or renewed after the date of modification.

15.4. Compliance with legislation:

1. General: Each party will comply with all laws and regulations applicable to its respective obligations under these Terms and Conditions. The Provider may restrict the availability of the Platform in any particular location or modify or discontinue functions to comply with applicable laws and regulations.
2. Data Collection and Transfer. If the User uses the Platform in a location where local law requires a designated entity to be responsible for the collection of data on individual end users and the transfer of data outside such jurisdiction (e.g., Russia and China), the User acknowledges that it is the entity responsible for compliance with such laws.

15.5. Force Majeure: Except in respect of payment obligations, neither party shall be liable for any failure to perform its obligations due to an event or circumstance beyond its reasonable control.

15.6. No Waiver: Failure by either party to assert any right under these Terms and Conditions shall not constitute a waiver of such right.

15.7. Severability: If any part of these Terms and Conditions is unenforceable, it shall not affect the other terms. And if any part of these Terms and Conditions is held to be void and unenforceable, it will not affect the validity of the remainder of the agreement, which will remain valid and enforceable in accordance with its terms.

15.8. Entire Agreement: These Terms and Conditions are the entire agreement between the parties relating to the subject matter of these Terms and Conditions and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral).

15.9. Dispute Resolution: For the resolution of any conflict that may arise related to the same, the parties, expressly waiving the jurisdiction that may correspond to them, expressly submit to the Jurisdiction of the Courts and Tribunals of Donostia-San Sebastián (Spain).

15.10. Applicable Law: All matters relating to this software tool and its license shall be subject to Spanish legislation and regulations.

If there is any discrepancy in the interpretation of this document between its Spanish version and that of any other language in which it is available, the Spanish version shall prevail.

15.11. Contact: In case of problems or doubts during the installation process, or after it, the User may contact the technical team of OJMAR, S.A. either by e-mail (soportetecnico@ojmar.es) or by telephone (943748484). Any intervention by OJMAR, S.A. requested by the User will be subject to billing, provided that the reasons for the intervention are not directly attributable to OJMAR, S.A.