End User License Agreement
Version dated June 6, 2024
IMPORTANT, READ THE FOLLOWING DOCUMENT CAREFULLY BEFORE USING THE SOFTWARE:
THIS END USER LICENSE AGREEMENT ("Agreement") constitutes a legal and binding contract entered into between DIIP AI, S.L., with its principal place of business at Carrer de la Llacuna 56, 08005 Barcelona ("Licensor" or “Budquo”), and you ("User" or "Licensee"). By accessing or using the web-based software application www.budquo.app, alone or together with other Budquo software applications, technology and/or websites (the "Software"), you agree to be bound by the terms and conditions of this Agreement, as well as the rights and restrictions described herein. If you do not accept these terms, do not use the Software.
This EULA is a global contract and is not specific to any country, state or territory.
Hereinafter, the User and Budquo may be referred to individually and interchangeably as the Party and, jointly, as the Parties.
1.1 The Software that is the subject of this Agreement is granted to the User under license and, under no circumstances, may the license granted for use of the Software be interpreted as a sale thereof.
1.2 The Software is protected by international, Community and national laws and treaties on copyright, as well as by laws and treaties relating to intellectual and industrial property.
1.3 Budquo grants the User a non-exclusive, non-transferable and non-sublicensable right to use the Software owned by Budquo.
2.1 In accordance with the limited rights expressly granted in this EULA, Budquo reserves all rights, title and interests related to the Software, including all related intellectual property rights, as defined below. No rights are granted to the User hereafter, other than those expressly mentioned in this document.
2.2 For the purpose of this EULA, “intellectual property rights” means any intellectual property right and other (property) right worldwide, in all media, now existing or created in the future, for all versions and elements, in all languages and for the entire duration of such rights, arising under common law or statutory law, contract or otherwise, and whether registered or registrable, including (a) rights to all inventions, discoveries, utility models, patents, patent reissues and reexamined patents or patent applications (regardless of where they have been filed and issued, including continuations, continuations in part, substitutions and divisions of such applications and all priority rights derived from such applications) that currently exist or are subsequently filed, issued or acquired; (b) rights associated with works and authorship, including database rights, intellectual property rights, moral rights, copyright applications and copyright registrations; (c) rights in software and computer programs, source codes or business methods; (d) rights in materials; (e) rights associated with trademarks, service marks, trade names, Internet domain names, company names, logos, brand images and applications for registration and registrations thereof; (f) rights related to the protection of trade secrets, know-how and/or other confidential information; (g) design rights, whether registered or not, and (h) rights analogous to those in this definition and any other property right related to intangible properties.
2.3 Possessing and using the Software does not grant the User any right or title with respect to the intellectual property of the Software. Beyond those granted to the User by virtue of this Agreement, Budquo reserves all rights related to the Software, including, by way of example but not limitation, all copyrights, patents, trade secrets, trademarks and other associated intellectual and industrial property rights.
3.1 The User may not, in any way, use the Software for uses beyond those agreed, and the copying, lending, distribution, transmission, sale, rental, leasing, pledging, sublicensing or publication of the Software owned by Budquo is expressly prohibited.
3.2 Likewise, the User may not adapt, redistribute, attempt to decipher the source code, modify, reverse engineer, decompile or disassemble, in whole or in part, the Software.
3.3 The User shall not modify, translate, decompile or disassemble Budquo Software and/or the accompanying documentation and information without Budquo’s prior written consent, unless and to the extent permitted by applicable mandatory law. If the license holder intends to decompile Budquo’s device software in order to obtain information necessary to establish the interoperability of an independently created computer program with other programs, the license holder shall inform Budquo in writing of its intention and Budquo, at its sole discretion, shall provide the necessary information within a reasonable period of time.
3.4 The User may not modify or alter the digital rights management functions of the Software. The User may not circumvent, modify, override or avoid any of the functions and protections of the Software or any mechanism operationally linked to the Software. The User may not separate any individual component of the Software for use on more than one device, unless Budquo expressly authorizes it. The User may not suppress, alter, conceal or remove any of the Software’s marks and notices.
3.5 The User may not change or remove any intellectual property and/or authorship notice attributable to Budquo Software.
3.6 Budquo remains the owner of all rights in Budquo’s device software, even if the license holder modifies Budquo’s device software and/or combines it with programs belonging to the license holder or to a third party, which constitutes a breach of this EULA. If, due to applicable mandatory legislation, the license holder or any third party contracted by the license holder are considered owners of rights to the modifications or links, the license holder grants Budquo rights of use in this regard, to the greatest extent possible, including, by way of example but not limitation, an exclusive, perpetual, worldwide, transferable and sublicensable right to use, market, copy, disclose and make public these modifications/links and (if applicable) the license holder shall ensure that the relevant third party also grants these rights to Budquo.
4.1 Budquo may update or modify the Software automatically and without the User’s express consent for various purposes such as, by way of example, improving security functions, correcting errors or improving functions, at any time. Such updates or modifications may remove or change the nature of the features or other aspects of the Software including, without any limitation, the functions that the User habitually uses. As a result of such update, you may not be able to use the Software until installation of the update has been completed. The User acknowledges and accepts that such activities may be carried out at Budquo’s sole choice and that Budquo may require the User to install or fully accept such updates or modifications in order to continue using the Software. Budquo shall determine the content, characteristics and functions of the updated Software at its sole discretion. Budquo shall not be obliged to provide the User with the option to reject or delay updates, although, in any case, the User may have to download and allow the installation or activation of all available updates in order to obtain the maximum benefit from the Software. Budquo may cease to provide support for the Software until the User has accepted all updates and installed or activated them. Budquo, at its sole discretion, shall determine when updates are appropriate and shall have no obligation to provide them. Budquo, at its sole discretion, may cease to provide updates for versions of the Software that are not the most recent. Any update/modification shall be considered and shall constitute an integral part of the Software for the purposes of this EULA. By accepting this EULA, the User gives consent for the aforementioned updates to be carried out under the conditions described in this clause.
4.2 The provisions of this EULA shall apply to new updates of the Software that are implemented (and to the Software, once modified or updated) unless Budquo, together with the update in question, notifies the User of the modification of the initially signed EULA, attaching a copy thereof. In the event that, together with the aforementioned update, a new EULA is included with which the User does not agree, the User must immediately contact Budquo. If the User continues to use the Software after the effective date of the new update, it shall be understood that the User has accepted the modification and is bound to comply with it.
5.1 Unless expressly agreed otherwise between Budquo and the User, the User acknowledges and accepts that the Software is provided “as is”, that use thereof shall be at the User’s own risk, that the User shall be responsible for its use and that Budquo offers no express or implied warranties with respect to the Software, including, by way of example but not limitation, any warranty of merchantability or fitness for a particular purpose. Budquo does not warrant or establish any type of condition or representation to the effect that (i) the functions contained in the Software will meet the User’s requirements or will be updated, (ii) the Software will function correctly, will be error-free or its possible faults will be corrected, (iii) the Software will not damage any other Software, hardware or data, (iv) the Software, network services (including the internet) or products (other than the Software) on which the operation of the Software depends will remain available, or will not experience interruptions or modifications, and (v), with respect to the use or the results of use of the Software, Budquo does not warrant or establish any type of condition or representation as to its accuracy, precision, reliability or any other aspect. Budquo does not warrant that the Software will meet the license holder’s requirements or that the Software will be free of errors. Budquo does not warrant an absence of infringements.
5.2 No information or indication provided orally or in writing by Budquo or an authorized representative of Budquo shall constitute a warranty, obligation or condition or in any way expand the scope of application of this warranty. In the event that the Software proves defective, the User shall assume the full cost of all review, repair or correction work that may be necessary.
6.1 To the extent that such exclusion is possible in accordance with applicable legislation, Budquo shall in no case be liable for loss of profits, loss of data, or for indirect, special, incidental, consequential or other damages arising out of or in connection with this EULA or related to the use of the Software, whether such claim is based on a breach of warranty, a breach of the Agreement, tort or other legal theory and regardless of the cause of such loss or damage.
7.1 This Agreement and any dispute or controversy arising therefrom shall be governed, exclusively and whenever possible in accordance with applicable legislation, by Spanish law and laws, and the courts competent to hear such disputes shall be the Spanish courts. This EULA shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
8.1 Notices. Budquo may at any time send notices to the User by email, pop-up window, dialog box or any other means. Such notices shall be deemed delivered from the moment Budquo provides them, regardless of when they are actually received.
8.2 Severability. If any one or more of the provisions of this Agreement is considered illegal, invalid, null or unenforceable under applicable legislation, such clause shall be deemed not included, but the remainder of the document shall retain its validity and enforceability to the maximum extent permitted by applicable legislation.
8.3 Force Majeure. Budquo shall not be responsible for failures or delays in performance due, in whole or in part, to failures in facilities (including power supply), Internet failures, failures in telecommunications or computer services, failures in telecommunications or computer equipment, strikes or other labor problems, acts of war or terrorism, denial-of-service attacks or other computer attacks or infringements affecting any Budquo member, floods, sabotage, fires, pandemics, other natural disasters or force majeure, or any other cause beyond the reasonable control of Budquo members.
8.4 Waiver. The fact that either Party does not insist on strict compliance with any of the terms, conditions and provisions set forth in this EULA shall not in any case constitute a total or partial waiver of compliance with them in the future, and therefore such terms, conditions and provisions set forth in this Agreement shall remain fully in force for all purposes. The waiver of any of the terms or conditions of this Agreement by either Party shall not be effective for any purpose unless such waiver is submitted in writing and duly signed by the Parties. The waiver by one Party of a claim for breach of a provision of this EULA by the other party shall not constitute a permanent waiver for such infringement nor shall it constitute a waiver of a claim for such infringement of the same provision or other provisions of this Agreement.