SERVICES AGREEMENT

Of the first part, INTE, Implantación de Nuevas Técnicas Empresariales, S.L., a limited liability company organized and existing under the laws of Spain, domiciled at C. Granollers 51 2-2 de Sant Cugat del Vallès, Barcelona, registered at the business registry of Barcelona, volume 29858, page 0073, sheet 163237 and 1st inscription and holder of the tax identification number (CIF) B-61386777. This Party will hereinafter be referred to as 'INTE'.

Of the other part, . . . . . a limited liability/incorporated company organized and existing under the laws of Spain, domiciled at . . . . . . . . . . , . . . . . , holder of the tax identification number . . . . . , duly represented by . . . . . . . . . . , of legal age. This Party will hereinafter be referred to as the 'CLIENT'.

In consideration of the receipt and sufficiency of which is hereby acknowledged and of the mutual covenants set forth herein, the Parties agree as follows:

1.- Definitions

In addition to any other defined terms in this Agreement and except as otherwise expressly provided for in this Agreement, the following terms shall have the following meanings:

1.1.- INTE is a company that works within the New Technologies sector, being Website Hosting one of the services, among others, rendered habitually by the aforementioned company.

1.2.- CLIENT shall mean every individual or company that fills in the covenant form and that selects one of the services rendered by INTE through the following URL www.inte.es and that appears as a contracting party.

2. Purpose of the Agreement

It is the purpose of the present contract to regulate the conditions in which the CLIENT gains access to the technical services selected by itself and rendered by INTE (hereinafter referred as the 'Service' or 'Services'), as well as set to establish the conditions and remuneration to be received by INTE.

3. Parties commitments

INTE is committed to comply with all professional responsibilities arising from the services rendered in accordance with the conditions regulated hereto, and to exert its best efforts, experience and professional abilities.

As for what Website Hosting services is concerned, INTE is committed to use those technical means and staff that are necessary to allow a correct website hosting.

The CLIENT is committed to promptly pay the compensation agreed hereto, as well as to provide INTE with all the information that is necessary in order to fulfil the duties INTE is committed in accordance with this contract. In this sense, any delay caused by the CLIENT will consequently imply the delay in the Website Hosting.

5. Payment

Payment of the aforementioned corresponding sums for the services rendered by INTE will be made monthly by means of subscription to PayPal, Inc. payment system (www.paypal.com)

The rendered services will be invoiced thirty (30) calendar days upon the CLIENT's acceptance of the aforementioned subscription.

6. Enforcement period, duration and renewal

The present contract will take effect upon its formalization, that is, when the CLIENT it is allowed to use normally the services contracted for. This Agreement will remain in full force and effect during the period of ONE (1) MONTH and shall be tacitly renewed with payment of the next invoice until the Client does not give a thirty (30) days written notice to INTE certifying its intention to cancel the present agreement. The last version of this Agreement will be available at all time at http://www.inte.es/eng/contractacio/contracte.php?cl=2 and shall be deemed as the agreement in full force and in effect.

7. Intellectual Property Rights

The Client guarantees the intellectual property of the information and contents stored for public access on the internet and hereby holds INTE harmless for any responsibility arising from and connected with the aforementioned information and contents.

Therefore, the CLIENT shall indemnify INTE, its contractors, agents, employees, officers, directors and affiliates from and against any loss, judicial or extrajudicial claim, liability, damage, action or cause of action (including, without limitation, reasonable attorneys' fees) brought against INTE by a third party and arising from or related to the inclusion in the materials, information and contents stored for public access on the internet provided to INTE of any materials which infringe the copyrights, trademarks, service marks or any other proprietary right of any third party or in any other manner violate any applicable laws.

Hereinafter, the CLIENT grants its consent and allows INTE to monitor the contents and information stored in the server provided by INTE in order to check its legality and suitability.

8. Warrants and responsibilities of the parties

During the period of enforcement of this Agreement, INTE warrants the availability of the area assigned to the CLIENT to store the information and contents for public and uninterrupted access on the internet.

INTE shall not be liable for any delay or failure to perform any obligation hereunder, or from any delay in the performance thereof, due to causes beyond its control, Force Majeure or Fortuitous Case, as it is acknowledged by Jurisprudence, including but not limited to industrial disputes of whatever nature, acts of God, public enemy, acts of war or hostilities of any nature, acts of government, failure of telecommunications, fire or other casualty or any other similar cause beyond the reasonable control of INTE.

Warranty of net availability: in the event of loss of net availability INTE is committed to apply the following discount upon monthly invoicing of hosting technical services as a penalty and in accordance with the following table:

 

Discount

Service Availability (D)

99% > D >= 98%

10%

98% > D >= 96%

20%

96% > D >= 90%

30%

D < 90%

100%


Service availability is calculated in accordance with the following formula: D=(T-Td)/T

D shall mean time of service availability.
T shall mean total monthly time.
Td shall mean total loss of connection time. This loss of connection time shall mean the time within the beginning and ending of the incident.

System Failure time reckoning: The CLIENT's written notice to INTE reporting the incident or the incident detection by INTE shall be deemed as 'Beginning of the incident'. 'Ending of the incident' shall mean the complete verification by INTE that the incident has been completely restored.

Incidents arising from negligent net use or abnormal net configuration by the CLIENT shall not be deemed as System Failure time, nor any planned connection outage. Punctual service interruptions for maintenance reasons shall be carried out during night time and shall be planned, brief and under control. In the event of interruptions up to one (1) hour, INTE must give a 24 hours notice through electronic mail.

Likewise, INTE may cancel the Service at his own discretion in the following events: (a) when protection of the Service integrity and security is needed, as well as computers, systems or net property of INTE or third parties. (b) when it is required due to operative reasons regarding INTE's rendered Services.

In any of the aforementioned events, and when it is possible, INTE must give due notice in advance to the CLIENT prior to the aforementioned Service interruption and/or cancellation.

When warranty of net availability it is of application, the corresponding refund will be noted into the CLIENT's personal account and it will be detracted from the next due payment.

Both, INTE and the CLIENT, shall be responsible for direct damages caused to the aggrieved party with respect to the subject matter hereof as a result of guilt or negligence, including but not limited to third-parties claims or actions, damages, debts, loss, fines and outstanding expenses. Such responsibility is solely limited to the amount paid by the CLIENT for the Services rendered by INTE hereof.

9. Services proactive monitoring

INTE shall carry out monitor and continuous back up duties regarding the Services set forth in this Agreement by means of its automatic back up mechanisms and in accordance with the following:

The Web Page hosting system shall be equipped with an alarm system which monitors the internet availability. In the event of an incident and if the activity can not be retrieved by the system, the alarm system will notify such loss of activity to INTE by means of SMS in less than five (5) minutes time.

- All incidents that must be solved within a time up to one (1) hour will be duly registered at the Incident Registry owned by INTE, who will notify the Client the incident thereof by means of electronic mail, as well as inform him about the preventive and/or corrective mechanisms implemented to prevent and/or solve the incident thereof.

-In the event of an incident, the response time shall not be of up to six(6) hours.

10. Termination

Without prejudice to legal causes, either party may terminate this Agreement if:

a) there is a continued and material breach by the other party of any of the terms and conditions of this Agreement, provided that the party not at fault has given the other party fifteen (15) days prior written notice of such breach, such other party has not remedied the breach and it is possible for the defaulting party to take such remedial action. In such event, the party not at fault shall be entitled to claim a compensation for damages to the defaulting party; or

b) the other party becomes insolvent, is generally not paying its debts as such debts become due, makes an assignment for the benefit of creditors, is the subject of any proceeding under any applicable laws of any jurisdiction regarding bankruptcy, insolvency, reorganization, adjustment of debt or other forms of relief for debtors, has a receiver, trustee, liquidator, assignee, custodian or similar official appointed for it or for any substantial part of its property, or is the subject of any dissolution or liquidation proceeding.

In the event of termination urged by the CLIENT without cause or justification and out of the causes set hereinabove, said CLIENT is committed to pay the pending fees due up to termination date.

11. Confidentiality

Each party ("the Receiving Party") undertakes, during the term of this agreement and its renewals, not to disclose to any third parties, or to use other than as contemplated in the course of its performance of this agreement or as required by law, any technical information, any other industrial or commercial trade secrets or confidential information (collectively "Confidential Information") received in the course of the performance of this agreement from or concerning the other party ("the Disclosing Party").

Notwithstanding the above, "Confidential Information" shall not include information that is at the time of disclosure, or subsequently becomes, generally available to the public through no fault or breach on the part of Recipient, as of the date such information becomes generally available.

The breach by the Receiving Party of this present condition will entitle the party not at fault to claim the corresponding compensation for damages.

12. Data Protection

Both Parties undertake to strictly fulfil the Spanish and European current legislation on data protection. In accordance with section 12 of the Act 15/1999, of 13 December, on Personal Data Protection, INTE undertakes the following obligations:

a) INTE has thereby adopted the security levels legally requested for personal data and has adopted all legal measures within its reach to prevent any alteration, loss and mishandling of or non-authorised access to said data, in accordance with R.D. 994/1999, june 11th.

In the event that the personal data provided by the CLIENT and/or its clients should require medium or high security levels, the CLIENT must notify such requirement to INTE who, for the aforementioned cause, may terminate this Agreement and the CLIENT shall not receive any compensation for damages.

b) In the event of termination of this Agreement, INTE shall cancel all personal data provided by the CLIENT that is no longer required. Such personal data shall be either removed or returned to the CLIENT or its clients, as well as any document that contains personal data.

13. Modifications

INTE may proceed to modify at any time the characteristics and conditions of the hosting services, always for the developing and profit of such services, by giving the corresponding on-line notice to the CLIENT and or formalize such change in this Agreement and or send it by means of electronic mail.

If as a result of INTE's continuous I+D developing, as well as technical and technological advances, changes in hosting services, other services, management or administration should arise, INTE, if deemed necessary, shall perform all modifications that are necessary in order to implement such advances. Prior to the aforementioned event, INTE shall notify such changes to the CLIENT who will be given a certain period to decide whether to continue or to terminate this Agreement.

INTE, always acting diligently and according to bona fide, shall proceed to the aforementioned changes in the benefit of new technologies developing as well as in the benefit of the company and the Services rendered in accordance with this Agreement. If prejudice to a small group of clients and INTE's development and/or implementation of technical and technological advances came into conflict, the benefit of the majority of clients in the aforementioned implementation and INTE's developing in the scope of new technologies will prevail.

14. Miscellaneous

The headings to the Articles of this Agreement shall not affect the construction of this Agreement.

The delay or failure by either party to exercise or enforce any of its rights under this Agreement shall not constitute or be deemed a waiver of that party's right thereafter to enforce those rights, nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right.

No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against which it is sought to be enforced.

Those terms and conditions that both parties agree to enforce in the event of termination of this agreement will remain in full force and effect as agreed. This Agreement contains the entire agreement and understanding between the parties and is subject to no understandings, conditions or representations that are not set forth herein. This Agreement may only be amended in writing and signed by both parties. Time is of the essence in the performance of this Agreement.

15. Notices

Any notice to be given hereunder shall be in writing and shall be sent by e-mail to the party notified, addressed to such party at the following address, or to such other address as a party may designate pursuant to this notice provision, and will be deemed given as of the day they are received.

If to INTE: global@inte.es
If to the CLIENT: . . . . .

16. Governing Law and Jurisidiction

This contract is governed by the laws of Spain. The court of Barcelona shall have exclusive jurisdiction to hear all disputes arising herefrom, as the court of first instance.