PARTIES

(1)RENTLY SOFTWARE LLC with registration number 37-1953758 and registered offices at 2035 Sunset Lake Road, Suite B-2, 19702 Newark, Delaware USA, in his character of LICENSOR.

(2) XXXXXXX, VAT :  XXXXXXX, with address at XXXXXXX in his character of LICENSEE (Hereinafter also called "Client")
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‍PREAMBLE
 That the LICENSOR is engaged, among other activities, in the commercialization of the license to use the “RentlySoft” Software. In relation to its activity, the LICENSOR is the owner of the exploitation rights of mentioned software. The LICENSEE has full knowledge that this contract does not grant him any intellectual or industrial property rights over the software object of this and recognizes that and the marks that could be reproduced are the absolute property of the LICENSOR. The parties wish to enter into a commercial agreement for the implementation of the RentlySoft platform that encompasses all the technical functionalities "Corporate Plan" specified in www.rentlysoft.com for all the offices and subsidiaries of the client., That rotate exclusively under that name. Consequently, the terms, conditions, prices and procedures by which the LICENSOR will provide the LICENSEE with the use and enjoyment of RentlySoft, for the management of rental vehicles, professional services, evolution and managed support services, are established through this contract , which will be governed under the clauses detailed below:

 DEFINITIONS  
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The following terms will have the following meaning. Additional definitions are included elsewhere in the contract.  
“Licensor”: Natural or legal person who grants a license. A licensor owns or has rights to license an intellectual property (trademark, patent, computer program, copyright, etc.) and, in this regard, acts as one of the parties to the license agreements.  
"Licensee": Natural or legal person who obtains a license to make use of an intellectual property right (trademark, patent, computer program, copyright, etc.) and, in this sense, acts as one of the parties in the license agreements.   "Subsidiaries and / or offices of the client": All those legal entities under the same name of the Client., Located geographically throughout its territory. According to the information provided at the time of signing this contract.  
“Software” For the purposes of this, it is called Rentlysoft and refers to the IT software product included within the Licensor's family of products, intended to be used by Rent a Car service providers and / or tourism companies and transportation.

1. OBJECT
‍ Service between the LICENSOR, software provider, and the LICENSEE, a car rental company, aims to establish the terms and conditions for the acquisition, use, and support of the provided software, defining the license agreement, implementation services, maintenance, and updates, as well as the rights and responsibilities of both parties to ensure proper software provision within the specific context of the car rental industry.
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2. PRODUCTS - LICENSES
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2.1 LICENSES
‍ The license granted on “RentlySoft” is a temporary license, conditional on the payment of the price, not exclusive, non-transferable, limited to the benefits and specifications of the “Contracted Plan”. The license to use the Software will be valid for the period that the Client pays in time and forms the price agreed between the parties.
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The "Contracted Plan" by the client will determine:  1. Unlimited users
2. Unlimited contracts
3. Customizable email templates for clients. (5)
4. Unlimited Branches
5. Integration with payment methods.
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  The LICENSOR reserves all rights not explicitly assigned or authorized. The license will be terminated by right in case of non-payment of the price. The "Client" must ensure that the username and password required to access the "Software" are secure, confidential, and exclusively in their possession. The LICENSOR will not be responsible for the loss or alteration of data in the "Software".
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  The Client is expressly prohibited from:
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- Attempt to gain unauthorized access to materials, Software or resources other than those to which you have contracted.
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- Use the Software in any way that may harm its functionalities or those of other complementary products or services; as well as those of other Clients.
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- Attempt to gain unauthorized access to materials, Software or resources other than those to which you have contracted.
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- Transmit or enter the Software files that may damage the devices or that contain offensive material or that violate the regulations.

2.2 RIGHTS OF USE
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The LICENSOR will grant the Client and its subsidiaries that rotate in the plaza exclusively under the same name, the right of use (License) for a measured number of active Cars that are obtained for a license fee as established in Quotation sent as Commercial Offer. This right of use is not exclusive, is not transferable or assignable and cannot be sublicensed, except for use by the client's subsidiaries.
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2.2.1 ACTIVE CARS AUDIT
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The audit of active cars will be conducted by the LICENSOR on a recurring basis. Every month, the system's count of "Active/Available" cars will be audited, and billing will be based on that number. The parties will confirm the exact number of active vehicles each month prior to invoice issuance.

2.2.2 LICENSES RESTRICTIONS
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1) The Client shall not (and undertakes that no other affiliate of the Client do so):
 (i) reverse engineer, decompile, disassemble, combine, modify, create derivative works or translate the “Software” or any part of the platform; or
 (ii) undertake or allow any activity intended to reproduce the source code of the "Software" by reverse engineering, disassembling, decompiling or translating the "Software"; or
 (iii) use RentlySoft or any part of the "Software" for any other purpose than to support the commercial operations of the Client's subsidiary; or
 (iv) remove or hide any copyright, trademark or other proprietary notices or captions from any part of RentlySoft or the documentation.
 The LICENSOR will not transmit copyright or intellectual property rights on RentlySoft and its related documentation. No rights are granted under this contract or a Purchase Order to the property of any trademark or copyright of the LICENSOR that appears in RentlySoft and its related documentation or any data and / or information provided or made available by the LICENSOR . The Source Code is outside the scope of licenses granted under this or other contracts.
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Suggestions, enhancements, requests and recommendations submitted by Client and it users do not provide any grant, royalty, right or other claim; it is to the sole discretion of the Supplier to review if each customer request and accept, decline or maintain it on-hold for future implementation.
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3.  CHANGES IN THE PLATFORM AND ITS EVOLUTION.  
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‍LICENSOR warrants that RentlySoft is state-of-the-art (meaning that it has functionality that is considered an industry standard). All future functionalities and features provided within the evolution of the product will be supported after prior approval by the Client. This period, which is the "Evolution Period", will begin as established in the Commercial Offer section.
The LICENSOR guarantees that the version of the RentlySoft Software that is in use will remain in continuous development and that all the features of RentlySoft that are currently used and that were previously compatible with the previous version of RentlySoft will continue to be compatible with the new platform or alternatively .

4. TRAINING AND DOCUMENTATION.
‍  The compliance with this contract will also include the provision of any Documentation required or convenient for the proper use of Rentlysoft. The LICENSOR must keep such documentation updated during the contract's duration. The LICENSOR will provide training and instruction (via interactive videos) to the Client's employees necessary for the proper use of the software. Training will be conducted using the "train the trainees" method and will be carried out via telepresence/teleconference/remote access/video call. In case additional training is required after the initial training, it must be requested via email to [email protected] and/or by calling
+549 1135829237.  

5. MULTIPLE USES
The right to the simultaneous use of the software in various devices / computers / servers / data centers or in the network of affiliated Clients is included in the license granted.  

6. RELEASES, UPDATES AND UPGRADES
The multiple use right will include the following versions: major versions, minor versions, and patch sets, as well as all future RentlySoft features, and functionality installed on the platform. After implementation by THE LICENSOR under its evolution and / or, as appropriate, the respective rights of use will be included in the license fees established in the economic offer.
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Minor versions and Fix Sets of RentlySoft, if any, will be updated in accordance with RentlySoft's terms. Except as provided in this Section, RentlySoft is required to provide the Client with all Software Updates and Upgrades as part of the rates defined in the commercial agreement.  

7. SOFTWARE
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The LICENSOR shall ensure that the Software, while supplied, is free of “viruses”, “Trojan horse”, “time bomb”, “back door device” or other code (Malware) that is harmful, destructive, incapacitating or allowing the theft or alternation of data or allowing access or use of any of the Client´s systems, or interrupting or damaging the normal operation of said systems.
 
In addition, during the period that the contract is in force, the Client will receive the new versions of the software that are released by the LICENSOR, with the same rights as those already established. Note the difference between Upgrades and Updates. The Client will automatically receive all the new versions that the platform announces (Updates). In the case of Upgrades, the licensor will communicate through its commercial channels the availability of the new business tools.

8. DATA HOSTING AND SERVERS
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‍ The software provides its functionalities from the "cloud". This implies that the Client will be able to access remotely from any computer with Internet access that meets the technical specifications. The software provides its functionalities from the "cloud." This means that the Client will be able to access remotely from any computer with internet access (minimum 512 Kb) that meets the technical specifications. All information uploaded by the Client to the Software is their exclusive property and responsibility. The LICENSOR will not control, manipulate, or observe in any way the information that the Client uploads to the Software, except for what is necessary for the fulfillment of its contractual obligations, and must maintain strict confidentiality regarding it.  

The Client may at any time generate reports with the information loaded into the software. The LICENSOR will not be liable for the total or partial, temporary, or definitive loss of data or hosted information, except in cases of willful misconduct or gross negligence, or for causes directly or indirectly attributable to it.  

The LICENSOR states that it uses cloud hosting services provided by "Microsoft Azure" and transfers its terms and conditions (Privacy & Legal) to the Client, which the Client accepts. Any contingency or eventuality of any nature causing harm to the Client due to failures, alterations, or modifications of the services provided by "Microsoft Azure" will not be the responsibility of the LICENSOR, as these are beyond its control and will not be attributable to it in any way, unless it is understood that the Licensor, based on its knowledge and experience, could have taken appropriate actions or omissions to prevent any type of failure, alteration, or modification of the provided services.

The LICENSOR may not, at any time, change the service provider for "hosting" to one other than "Microsoft Azure," which must have - at least - similar technical characteristics, availability, and security. The Client has the right to host users and units up to the maximum contracted during the subscription process. The aforementioned database contains an incremental backup every 5 minutes, ensuring the highest backup and security for the Client's peace of mind. For more information, visithttps://azure.microsoft.com/en-us/overview/security/
‍.8.1 RETURN OF INFORMATION:  
Each receiving party shall promptly upon request by the disclosing party at any time return all copies of the Confidential Information disclosed to it together with all copies and extracts made or, at the option of the disclosing party, destroy such information and provide confirmation of such destruction.

‍9. SUPPORT & MAINTENANCE
‍ During the term of the contract, the LICENSOR will provide the Client with support and maintenance with an Active 99.9 SLA (Service Level Agreement). Regarding the response times, a timetable is entered:
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.  Regarding a critical level, it is understood when the Software is out of service and is not working.
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Regarding the Higher level, it is understood when the Software is not operating in a way that allows the client to carry out its daily operation. Regarding the Minor level, they are those bugs and fixes that the Software requires for a general understanding of the tool.
 The support and maintenance service involves responding to "incidents" notified by the Client regarding anomalies detected in the use of the Software or lack of knowledge for its use. This does not imply in any way the customization of the Software, advice or work necessary for the Software to be compatible or interconnected with the Client's own Software or "Hardware" and which are different from those established in the technical specifications for the correct operation of the Software. The Client may only report incidents and request support through "Users" who have completed the training course.
The LICENSOR shall be the one to categorize the reported incidents and shall have the sole discretion to determine if the reported incidents are incidents supported or not, and may reject the requests. Incidents will be considered resolved once notified that a permanent or temporary solution has been established. Requests for explanation regarding the use of the Software will not be considered an “incident”, however, the parties may agree on the explanation and necessary training. Notwithstanding the provisions of 5.4., Incidents will not be processed in the event that their cause is related to elements outside the Software, such as connectivity factors, networks, operating systems, browsers or any other dysfunction caused by a " Basic software ”, other than'' Software ”or for reasons of“ hardware ”or“ connectivity ”.In the event of technical problems, Client shall make every reasonable effort to investigate and diagnose problems before reporting them. To use the support service, the Client must be subscribed to it and communicate via e-mail to the following address  

Support email: [email protected]  

10. PAYMENT TERMS AND INVOICING
4.1. The fees for the rights and services agreed in this contract with the amount determined in the subscription process indicated in " Quotation "  
4.2. Payments will be made per month in advance, before the 5^th day of each month, by bank transfer to an account provided by the LICENSOR Or a Credit Card Subscription.
4.3. Suspension of Service: Failure to pay within the agreed terms will entitle the LICENSOR to block access to the Software within 10 calendar days.
4.4. The LICENSOR will totally and irretrievably destroy all the information that was in the Software within 60 calendar days from when the Client failed to pay the subscription.
4.5. The LICENSOR will issue a monthly invoice for the amount to be received according to what is established by the parties in “Quotation”. Invoices are dispatched by e-mail, automatically to an e-mail account of the Client´s choice.
4.6. For other specific products or services not included and / or provided for in Quotiation - Commercial Offer, the corresponding invoice will be issued as agreed between the parties.
4.7. Invoices will be sent according to the tax information provided by the Client, who will be responsible for keeping that information updated.
4.8. In the event of a change in the current macroeconomic situation, the price may be readjusted by mutual agreement of the parties.
4.9. All amounts and fees stated or referred to in this agreement are based on EUR or USD depending Clients Region. All amounts are non-cancellable and non-refundable; Due to the nature of our digital products and services, we operate under a strict no refund policy. Once a purchase is made and the software or services are delivered, refunds will not be provided unless under exceptional circumstances and at the sole discretion of RENTLY.

Exceptions for Refund Consideration:
     Product Defects: In the event that the software is found to be defective or non-functional, we will work diligently to resolve the issue. If we are unable to provide a satisfactory solution within a reasonable time frame, a refund may be considered.
     Unauthorized Charges: If you believe there has been an unauthorized charge made to your account, please contact our customer support team immediately for investigation. If the charge is confirmed to be unauthorized, a refund may be issued.
     Cancellation of Services: For subscription-based services, customers may cancel their subscription at any time. However, refunds for unused portions of prepaid subscription fees will not be provided.

 Requesting a Refund:
 To request a refund under exceptional circumstances as outlined above, please contact our customer support team at [email protected]. Refund requests must be submitted within 10 days of the purchase date for consideration.

CONFIDENTIALITY
‍ All information received or accessed by either party by virtue of the relationship arising from this contract shall be of a confidential nature ("Confidential Information"). Such Confidential Information shall not be disclosed, published, disseminated, or used in any way by the receiving party without the express authorization of the other party.
 The receiving party shall protect the confidential information of the disclosing party with the same degree of care and confidentiality as it protects its own confidential information.
 These terms and conditions do not impose any obligation on either party regarding the other party's confidential information when the receiving party can establish by sufficient legal evidence that:
 a) It was in its possession or legitimately known to the receiving party without the obligation of confidentiality before receiving it from the disclosing party,
b) The information was in the public domain without violating the provisions of this contract,
c) It was obtained in good faith by the receiving party from a third party with the right to disclose it and without the obligation of confidentiality,
d) It was independently developed by the receiving party without the participation of persons who had access to the confidential information, or its disclosure is required by applicable laws, provided that the receiving party notified the disclosing party of such requirement before disclosure, and provided that the receiving party made diligent efforts to limit such disclosure.

 The receiving party shall not acquire, under this contract, any ownership rights or interests in any part of the disclosing party's Confidential Information.

 Personal data obtained by either party for the execution of the contract binding them may only be used for the fulfillment of the contract's purpose and may not be transferred or disclosed to third parties under any circumstances. In this regard, all personal data to which they have access or participate in any phase of personal data processing must be treated with confidentiality and discretion, and strict professional secrecy must also be maintained.

 The licensor undertakes, indefinitely, to keep secret and maintain the strictest confidentiality over all information belonging to the Client to which it has access as a result of this contract.
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     The licensor, without the prior express consent of the Client, shall refrain from carrying out any activity, whether it be reproduction, use, storage, modification, or of any other kind, with the information received, belonging to the Client, for purposes other than the strict compliance with this contract.
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    In no case shall third parties access the data, belonging to the client, to which the licensor has access, without the express consent of the Client.

 Upon termination of the contract, each party shall destroy, in a definitive and irretrievable manner, the information or personal data obtained from the other party during the term of the contract. Each party shall be solely responsible for safeguarding its own data.

 Neither party shall be liable to the other party or third parties for damages or losses resulting from the delay or impossibility of fulfilling its legal or contractual obligations, in the event that any unforeseen circumstance occurs, or if, being foreseen, it was inevitable as it was beyond its control, and no compensation may be demanded for a force majeure event.

 12. PERSONAL DATA

It is noted that the LICENSOR may eventually host personal data of which the Client is the owner or data processor.

 It is the sole responsibility of the Client to verify compliance with personal data protection regulations. To this end, the LICENSOR informs that the Software and data hosting are carried out on "Microsoft Azure," whose main data hosting center is located in Colorado, United States.

 Both parties expressly declare and undertake to submit to, respect, and comply with the provisions of the Organic Law on Data Protection, 3/2018, of December 5, as well as Regulation (EU) 2016/679 of the European Parliament and of the Council, of April 27, 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).

 Specifically, both parties undertake to:
 (I) Use and process the data solely for the purpose of fulfilling this Contract and always following the instructions received from the client. They expressly agree not to give the data any use other than agreed upon and, in particular, refrain from altering them, using them for their own business interests, or communicating or allowing third-party access to them, not even for their retention.
 (II) Maintain maximum confidentiality and secrecy regarding the personal data provided by the client regarding the development of the purpose of this Contract, committing not to disclose such information or data provided to any third party.
 (III) If expressly requested, return to the client, once the services provided under this Contract have been completed, all documents and files containing all or some of the data, regardless of their support or format, as well as any copies thereof.
 (IV) Restrict access to and use of the data to those of its employees, agents, and collaborators who absolutely need access to and knowledge of them for the development of the purpose of this Contract.
 (V) Adopt the appropriate security measures for the protection of the data.

 TERM OF CONTRACT AND TERMINATION.
‍  The contract is valid for 6 months, with no automatic renewal, without prejudice to the following:

The parties undertake NOT to unilaterally terminate this contract before the first 6 months have elapsed. If the client terminates the contract within that period, they must pay the total monthly fees agreed upon in Annex 1 for the first 6 months of the contract.After the first 6 months, the LICENSOR may terminate this contract at any time with prior notice to the other party of at least 180 days in advance. Likewise, after this period, the Client may terminate the contract at any time by notifying the LICENSOR with 15 days' notice, and they must only fulfill their obligations for the current month in which they notified the termination.

Either party may terminate the contract if there are serious breaches by the other party of the main obligations arising from the contract or repeated breaches of secondary obligations. Non-payment of the price is considered a serious breach.If the LICENSOR breaches any of its obligations, the CLIENT may, at its sole discretion, terminate or suspend the contract and its payments.

Both parties may terminate this contract, upon written notice or by any other means,when any of the following events occur:

- When, after starting the provision of services, the LICENSOR determines that it is not feasible to continue providing any of the services due to force majeure.
- When the Client provides false information to the LICENSOR for the hiring of services.
- Either party ceases its activity or makes any involuntary assignment of its assets or businesses for the benefit of creditors.
- A trustee or receiver is appointed to manage the commercial affairs of either party.
- Any insolvency proceeding is initiated against either party and is not resolved or dismissed within 120 days.
- Regular fulfillment of the contract.
- Loss of legal personality and/or bankruptcy of either contracting party, except in cases where the contract cannot be terminated by law or by mutual agreement to maintain its validity.
- Mutual agreement on the exact terms agreed upon by the parties.  Upon termination of this contract, the Client will remain responsible for any debts incurred whose payment date is before or after the termination date of the agreement

.14. NOTIFICATIONS AND COMMUNICATIONS

The parties will consider valid the notifications made to the respective emails provided by the parties.
Any notification will also be considered valid as long as the acknowledgment of the other party granted by a person with sufficient powers of representation for such purposes is obtained. The Client agrees to use the various means of communication implemented by the LICENSOR, and must refrain from using them to disseminate material not related to the legitimate use of the Software. The Client must ensure that they use the collective information spaces.  

15. JURISDICTION OF COMMERCIAL DISPUTES

‍ For any dispute or claim that arises in relation to this contract, the parties submit to the Ordinary Commercial Justice of the Courts of Newark, Delaware USA not being able to renounce said jurisdiction, and constituting for such purposes the legal addresses mentioned in the heading of this contract.  

16. Client GENERAL RESPONSIBILITIES.

‍ The Client must comply with the following obligations; Collaborate with LICENSOR in a spirit of trust and cooperation, and perform recommended operation and maintenance of the Software in accordance with Licensor's instructions for each Software Update. Designate appropriate personnel to liaise with the LICENSOR related to the Services; and provide access to its facilities to carry out the agreed services, if required. .  

17. PROCESSING OF PERSONAL DATA & MARKETING

 The client Authorizes the LICENSOR to use its brand and / or logo for marketing and promotion purposes on its websites (Internet) and internal pages (Intranet), on social networks, as well as in articles and publications, during events, in newsletters and other publications (eg White Paper or Case Study).