GENERAL CONTRACTING CONDITIONS

In compliance with the Royal Decree 1906/99 dated December 17th, which regulates electronic contracting with general conditions, and the Retail Commerce Regulation Law (Act 7/1996 dated January 15th , modified by the Act 47/2002 dated December 19th) on sales at a distance in the sections 38 and the following, Scoremind, S. L. (hereinafter Scoremind) informs:

This documents entails the general regulation of the services provided by Scoremind through the www.Scoremind.com web page, being the legal framework that develops this purchasing/sales relationship.

Scoremind is currently operating through the Internet under the following domain names: www.Scoremind.com, www.Scoremind.es and other similar ones. The www.Scoremind.com website shall be taken as reference hereinafter and in this document.

These General Conditions comply with the Act 7/1988, dated April 13th on the General Contracting Conditions, to the Act 26/1984, dated July 19th, General for the Defence of Consumers and Users, to the Royal Decree 1906/1999, dated December 17th, 1999, regulating the Telephone or Electronic Contracting with general conditions, the Organic Law 15/1999, dated December 13th, on Personal Data Protection, and the Act 7/1996, dated January 15th of Retail Commerce Regulation, and the Act 34/2002 dated July 11th, of Information and Electronic Commerce Society Services.

The services offered by www.Scoremind.com may be contracted in Spanish or English by any user complying with the requirements established in these "General Contracting Conditions" and in the "Legal Notice" available at any moment on the Scoremind website.

For all purposes this document is basic, and it is compulsory that it is read and has express acceptance by all the customers contracting the services Scoremind offers through the www.Scoremind.com website.

1. CONTRACT OBJECTIVE

The contract objective is to regulate the general service conditions for the PROVIDED SERVICE offered by Scoremind:

The Scoremind services consist in the use of management tools available on the www.Scoremind.com web page for exploitation through Internet, with the application being hosted in one of the Data Process Centres managed by Scoremind.

The Scoremind services involve the introduction of one powerful management tool in the CUSTOMER's corporative process. Optionally, Scoremind may offer the CUSTOMER its professional services for the following activities:

• Consulting and training in the definition, start-up, and execution of planning and management processes on the Scoremind platforms.
• Analysis, design, and development of information system solutions for the automation of the Scoremind platform integration in the CUSTOMER's management process.
• Analysis, design, and development of information systems solutions that are supplementary to the Scoremind platforms. Other needs for professional services required by the CUSTOMER.

These additional services will require the corresponding project contract in each case, where Scoremind will apply the current rates at that moment for these types of services according to the personnel profile required for its execution and the specific conditions in each case.

2. IDENTIFICATION OF THE PARTIES

These general contracting conditions of the service offered through www.Scoremind.com are signed by Scoremind S.L., business address: Arequipa, 1 28341 Madrid (Spain), telephone number: 91 431 6956 94 431 6956 , CIF: B-37671627, registered in the Madrid Commerce Register, Book 5345, Folio 124, Page BI-15951, 1st Inscription.

And the other party, the CUSTOMER, whose data is included in the contracting form. All the data included in it has been stated directly by the customer; therefore, its authenticity and its quality is the CUSTOMER's direct and exclusive responsibility.

Scoremind states that in accordance with section 9 of LSSICE, it has notified the MadridCommerce Register regarding the website domain name under which it operates on the Internet.

3. OBLIGATIONS RELATED TO THE PURCHASING PROCEDURE

The CUSTOMER agrees that these general contracting conditions are fully valid, agreeing to comply with tem, and taking full responsibility in the event of breach before Scoremind.

The CUSTOMER is the only party responsible for the authenticity of the data provided by him in the contracting procedure, and agrees to provide true, accurate, and complete data. In the event that the CUSTOMER does not comply with this, he shall be responsible for the possible damages caused to Scoremind.

The CUSTOMER may not resell or commercialise the service provided by Scoremind in any way, contracting it to third parties, nor transfer the rights and obligations derived from this contract to third parties.

The CUSTOMER does not acquire the software copyright provided by Scoremind, which is Scoremind property in any case, and observing the agreement between Scoremind and the CUSTOMER to a non-exclusive use license, with a duration determined by the specific contract.

The CUSTOMER may not perform reverse engineering or disassembly of the information elements which are part of the Scoremind applications, which would be considered a breach of the copyright belonging to Scoremind in such case.

4. SERVICE CONDITIONS

The business conditions of this service and the offers that eventually may be made by Scoremind are always in the above mentioned web page; therefore, they may be consulted, saved, or printed by the user.

Scoremind reserves the right to modify these General Contracting Conditions at any time, as well as any other document in the website; in said case the texts published on the website at the time of the contract shall be applied.

4.1 Application and Data Availability

In order to guarantee the best return regarding physical safety and transmission accessibility possible, Scoremind does not keep the information equipment supporting the Scoremind - Online services in its own facilities, but it works with renowned suppliers to host its equipment and applications. By accepting these general contracting conditions, the customer expressly authorizes that the data introduced by him in the Scoremind information system be hosted in the servers managed by said supplier or in the company in charge of hosting its systems. The company in charge of the system hosting may vary due to technical reasons for management needs, always aiming to provide a better service for the users; therefore, the CUSTOMER authorizes in such a case to change the company providing the service.

Scoremind transfers the "Service Level Agreement" to the CUSTOMER from the companies providing hosting and connectivity which host the Scoremind - Online services. This service agreement may be regularly modified, always towards more strict parameters of availability guarantee, as Scoremind and its providers take advantage of the technology evolution and the market competitiveness to improve the service offer conditions. Scoremind operates with all the technical means and human resources available, and together with the hosting and connectivity providing companies to keep the applications available and operating at all times.

Scoremind guarantees the daily back-up copies of the data saved in the systems hosting the Scoremind - Online services. The data, including the user's documents and files, are completely saved in database systems. In the very unlikely event of a lack of continuity of the Scoremind - Online services, the CUSTOMER shall receive the latest back-up copy with his data and documents free of additional charge.

4.2 Data and Communication Dimensioning for Online Scoremind Payment Services Customers

Scoremind does not currently establish data volume limits for the CUSTOMER to use and save information in any Scoremind - Online services, nor the data volume he may transfer among its installations and said services during certain periods of time.

Scoremind reserves the right to modify these conditions at any time according to the service evolution and always searching for better quality in the use of the service for its users, developing at the same time specific solutions for those users with specially intense needs in data saving or transfer.

4.3 Visit Record

Scoremind informs the CUSTOMER that the user navigation through the Scoremind applications may be recorded and analysed in order to improve the service and the application. The access record for this purpose shall not have personal nor business information related to the CUSTOMER, being limited to the statistical access data to the application web pages.

4.4 Copyright

The CUSTOMER acknowledges that all the information elements, programs, web pages, data models, images, designs, contents, logos, brands, and any other product prone to be protected according to the regulation applicable to the Copyright, Patents, and Brands that it might have access to by subscribing to the Scoremind - Online service belong to Scoremind or to the third parties that hold the rights. The CUSTOMER agrees to make use of the Scoremind - Online service observing said rights.

Contracting the Scoremind - Online service by the CUSTOMER does not imply the transfer of rights by Scoremind regarding Copyright, Patents, or Brands. Scoremind prohibits the use of the service in any way that directly or indirectly entails the contravention of the legislation applicable to Copyright, Patents, and Brands, this and its consequences being the CUSTOMER's sole responsibility, which shall not harm Scoremind in any case.

Under no circumstance may the CUSTOMER resell or commercialise in any way the Scoremind - Online service contracted to third parties, nor transfer to third parties the rights and liabilities derived from this Contract. The CUSTOMER may not perform reverse engineering or disassembly of the information elements that are part of the Scoremind applications.

4.5 Maintenance and Updates

The Scoremind - Online services include the corrective maintenance actions (resolution of software errors and the recovery of all the data) and preventive maintenance (monitoring of the application evolution and its data, the system stability, the system dimensioning adjustment). Additionally, the Scoremind - Online services include the update of the Scoremind applications with new and improved functionalities as these may be available, to which the CUSTOMER may have access while this Contract is still valid. Scoremind shall promptly inform the CUSTOMER about these updates.

5. RESPONSIBILITIES

Scoremind shall not be responsible of the delays or faults in the web access and operation, or in its services and/or contents, as well as in the interruptions, suspensions, or its bad operation when caused by natural catastrophes or fore majeure situations, technical or extreme emergency situations, such as strikes, attacks or information intrusions, or any other force majeure situation or accidental cause, as well as by errors in the data transfer networks or the server breakdowns. Nevertheless, Scoremind guarantees the users that as soon as the technical department learns about any error it shall start the repair tasks.

Except for the event of serious fault, Scoremind's responsibility regarding this Contract shall be subject to the following limitations:

Scoremind does not guarantee the infallibility of the service or software which is a substantial part of it, although it agrees to adopt all the measures available to make the system as robust as possible, and at the same time it offers the best functionalities to the CUSTOMER.

• The total amount that may be obtained from Scoremind regarding the wrong operation of the Scoremind-Online service or any breach related to this Contract shall not exceed as a whole 50% of the amount received by Scoremind as a result of the corresponding Contract.
• Under no circumstance shall Scoremind be responsible of damages, whether they are direct or indirect consequence of the wrong operation of the Scoremind - Online service or any breach from Scoremind under the corresponding Use Contract, that may be classified as loss of profits, loss of business, loss of data or business reputation, indirect damages, nor any similar damages.

The CUSTOMER agrees by complying with that established in the "Legal Notice" and with the "General Contracting Conditions" published by Scoremind on its website at the moment it is accessed.

6. ONLINE CONTRACTING PROCEDURE

The CUSTOMER registers in www.Scoremind.com and activates one or several of the applications available for his TEST or DEMO during 30 days maximum. During this time he may use the registered application absolutely FREE OF CHARGE.

Before this period expires the user shall receive notices about the DEMO period expiration, and the application shall be blocked after 30 days. After this period, the CUSTOMER may request an extension, to be considered by Scoremind.

In the event of not contracting the application used in DEMO mode, all his data shall be eliminated 30 days after the trial period expires without prior notice. To contract an application the CUSTOMER should click on the "Contract" key of the application he wishes in the "My Application" screen.

7. PURCHASE PROCEDURE VALIDITY AS PROOF OF ACCEPTANCE

Both parties expressly state that the acceptance of the Scoremind service offer by the CUSTOMER is done through the contracting procedure follow-up described in section 7, CONTRACTING PROCEDURE. The Online contracting shall be perfected from the date on which the CUSTOMER confirms the data in the contracting process described in point 6.

8. CLAIMS AND CANCELATIONS

For any type of consultation related to the Scoremind - Online service, the CUSTOMER may call Scoremind main telephone number available on working days from 9 am to 6 pm Spain time (GMT+01:00): Service Consultation Telephone Number: +34 94 431 69 56 +34 94 431 69 56 Additionally, there is the following e-mail for doubts related to the provided service: support@Scoremind.com.

9. PARTIAL NULLITY

If any part of these service conditions was against the law, and therefore, non valid, this shall not affect the other dispositions according to the law. The parties agree to re-negotiate those parts of the service conditions that may be null, and to include them with the rest of the service conditions.

10. RESOLUTION OF CONTROVERSY

For any legal matter or related to the website, or in its case the service provided by Scoremind, the parties expressly waive to its own Courts, are voluntarily subject to the Spanish legislation, the Bilbao Courts (Spain) are the competent authorities to rule on all conflicts from or related to the use of this website, and in its case, the Arbitration Courts to which Scoremind complies at the moment of the controversy. To submit claims regarding the use of our services, please contact us: support@Scoremind.com.

Not withstanding the above mentioned, the Parties agree to amicably resolve any doubt or disagreement that may arise between them in the interpretation or execution of this Contract, prior to the start of legal procedures, so in any case said controversy solution try is reliably evidenced.