END USER LICENSE AGREEMENT

Publication date: 15 September 2025

This End-User License Agreement (“EULA”) constitutes a binding contract between Everyday Software, S.L. (“Factorial”), and You – a legal entity (a company, a Distributorship, or any other legal entity) or an individual (an employee or authorized agent of an entity); hereinafter the “End-User” or "You". This EULA shall govern any use of the Factorial Platform, as defined below, and as detailed in your Signed Agreement or other signed documentation with the Partner to which this EULA is attached/incorporated.

This EULA also applies to any update of the Factorial Platform as may be used by You.

By executing this agreement, you hereby specifically acknowledge and agree that Factorial (as defined below) is a beneficiary to this agreement and is entitled to the rights and benefits hereunder, and may enforce the provisions hereof as if it were a Party hereto.

Please read these terms and conditions carefully.

1. Definitions

1.1 For the purpose of this EULA, the following terms shall have the meanings set forth below:

a) “Confidential Information” means all documentation and information that is facilitated, transmitted or disclosed regardless of the method, form or support used, including without limitation, your data, its existence, its structure, promotion and sales plans, source and object codes of computer programs, systems, techniques, Industrial and Intellectual Property, technical and non-technical data, drawings, sketches, financial data, plans relating to new products, data related to customers or potential customers, and any other information used in Factorial's business realm;

b) "Control" and "Controlled" refers to the ability to direct the management of the entity concerned.

c) "Data Processing Agreement" means the agreement available at factorialhr.com/security which governs the obligations concerning personal data protection established in Article 28 of the GDPR when Factorial is providing the Service.

d) “EULA” or “Agreement” means this end-user license agreement;

e) "End User", "User", or "You" means the entity accessing the Factorial Platform through the Partner who accepts this Agreement.

f) "Factorial", "We", "Us" means EVERYDAY SOFTWARE, S.L., a Spanish company with registered office at C/ d'Àlaba, number 61, 5-2, 08005 - Barcelona (Spain), registered in the Commercial Registry of Barcelona, Volume 45613, Folio 156, Page 493653, 1st Registration and holder of Tax Identification No. B-66854530, with e-mail address: [email protected]; and its Subsidiaries

g) “Feedback” means information or content concerning enhancements, changes or additions to the Factorial Platform that you request, desire or suggest.

h) "Industrial and Intellectual Property" means all intellectual and industrial property rights worldwide, whether registered or unregistered, owned or legitimately used by Factorial, including: (i) patents, trademarks, trade names, logos, domain names, and designs; (ii) confidential information, trade secrets, and commercial reputation rights; (iii) copyright in original works in any medium or format, including written materials, software, databases, and related documentation; and (iv) all applications, renewals, extensions, and similar or equivalent forms of protection that exist now or may be recognised in the future.

i) "Integrations" means third-party systems and/or physical devices that facilitate data exchange with the Factorial Platform

j) "Licence" means the non-exclusive, time-limited, non-transferable, and non-assignable licence, which is revocable, granted by Factorial to access and use the Platform for internal professional use or resale to third parties.

k) “Marks” means all trademarks, service marks, logos, insignia or any other designation of source or origin, whether registered or not;

l) "Partner" or "Partners" means the company through which you signed the Factorial Platform, as well as other distributors, resellers, or third-party entities through which Factorial makes the Platform available

m) “Partner/Client Agreement” means a written Agreement, Purchase Order, Order Form or any other signed agreement entered into between You and Partner to which this EULA is attached;

n) “Service” means the HR and administrative processes centralised and digitalised through the Platform, as well as compliance with related legal obligations;

o) "Subsidiaries" means any company, partnership, corporation or other type of entity controlled by or otherwise under the control of EVERYDAY SOFTWARE, S.L. or which, in accordance with Article 42 of the Spanish Commercial Code, forms part of the same group of undertakings. By way of example but not limitation, the following are Subsidiaries of EVERYDAY SOFTWARE, SL:

FACTORIAL LTDA (Brazil), with registered office at Av. Paulista 1439, Conj. 12, Bela Vista - CEP: 01311-926 São Paulo - Brazil. CNPJ: 44.259.221/0001-54.
FACTORIAL HR SA de CV (Mexico), with registered office at Colonia Lomas de Chapultepec III Sección, Delegación Miguel Hidalgo, 11000 Mexico City. RFC: FHR2206232G7.
FACTORIAL GmbH (Germany), with registered office at Ganghoferstr. 31, 80339 Munich, HRB number (Handelsregister-Buchnummer) 294374 and Tax Number DE453484164

p) “Factorial Platform” means the online platform for Human Resources management and administrative/business management, which includes the Factorial platform and the Factorial software available on it, accessible through the authorised websites and applications property of EVERYDAY SOFTWARE, S.L. and its subsidiaries.

2. Binding Terms and Conditions of Use

2.1 You are subject to the terms hereof and of the Partner/Client Agreement, as well as the General Terms and Conditions of Use of the Factorial Platform and its Terms of Use for Users, in all matters applicable and compatible here, Factorial hereby grants You a limited, non-exclusive, non-transferable, non-sublicensable and revocable license, to use the Factorial Platform for such human resources & business management purposes as specified in the Partner/Client Agreement, and in accordance with the relevant Documentation provided to by Factorial, solely within the scope and limited to the territory, if and as set forth in the Partner/Client Agreement .

2.2 All rights not specifically granted to You herein are exclusively reserved to the Partner and/or Factorial as the case may be.

2.3 You are solely responsible and liable to obtain and secure, and You shall obtain and secure, in advance, any and all permissions, informed consents, clearances, releases and waivers concerning the copyrights, performance rights, publicity and privacy rights, personal data rights, and all other pertinent rights, title and interest, from any third party having any such right, title or interest in or to the uploaded information , which may be required to allow You to lawfully capture, record, retain, edit, modify, publicly transmit and share and use the uploaded information, through the Factorial Platform and its features and functionality, throughout any territory in the world.

2.4 Accessing the Factorial Platform through the Partner confers upon you the status of End User and entails the thorough and total acceptance of this Agreement as well as the Privacy Policy of Factorial. The full and unreserved acceptance of this Agreement is necessary for the use of the Platform. You acknowledge that you have read, understood and accepted this Agreement in full. If you disagree with this Agreement, we kindly ask that you refrain from accessing or using the Factorial Platform or any software owned by Factorial. In the event that You provide documentation authored by yourself that contradicts this Agreement, the provisions of this Agreement shall take precedence.

2.5 YOU ARE NOT AUTHORISED TO USE THE PLATFORM AND THE SOFTWARE ACCESSIBLE THROUGH IT IF (a) YOU ARE UNDERAGE, DO NOT REACH THE LEGAL WORKING AGE, AND/OR DO NOT HAVE THE LEGAL CAPACITY TO CONTRACT OR (b) IF YOU HAVE BEEN PROHIBITED BY A JUDICIAL OR ADMINISTRATIVE AUTHORITY FROM ACCESSING AND/OR USING THIS TYPE OF SERVICES IN YOUR JURISDICTION, IN THE PLACE WHERE YOU LIVE OR IN THE PLACE WHERE YOU ACCESS THE PLATFORM. OR (c) IF IN THE LAST 12 MONTHS YOU HAVE BEEN DECLARED IN BANKRUPTCY PROCEEDINGS, DUE TO BEING IN A STATE OF CURRENT OR IMMINENT INSOLVENCY.

2.6 THE USE OF THE PLATFORM AND THE SOFTWARE ACCESSIBLE THROUGH IT ALSO INVOLVES YOUR ACCEPTANCE OF ANY NOTICES, RULES OF USE AND INSTRUCTIONS THAT ARE MADE KNOWN TO YOU BY FACTORIAL AFTER THE ACCEPTANCE OF THIS AGREEMENT.

2.7 YOU WARRANT THAT THE PERSON WHO PROCEEDS TO THE ACCEPTANCE OF THIS AGREEMENT ON YOUR BEHALF DOES SO AS A LEGAL REPRESENTATIVE DULY AUTHORISED AND HAS SUFFICIENT LEGAL CAPACITY TO CONTRACT, ASSUMING FULL RESPONSIBILITY FOR IT.

3. Use of the Platform

3.1 You are strictly forbidden to use the Platform, as well as the Factorial software and/or any of the contents of the Platform, for purposes or effects that are (or may be) illegal, prohibited, harmful to the rights and interests of third parties, as well as the performance of any action that may damage, disable, overload, or deteriorate the Platform and/or cause damage or alterations of any type not consented to by Factorial to the Platform, its contents, or other users. More specifically, for illustrative and not limiting purposes, You shall not:

(a) Create or compile, directly or indirectly, a collection, compilation, database or directory property of Factorial, or to carry out data mining of such contents without Factorial's prior written consent.

(b) Circumvent, disable, breach, interfere with, interrupt, manipulate, impair, disrupt or otherwise compromise the security features, operation, functionality, or technical limitations of the Platform, or unduly burden the Platform or the Services connected to the Platform, including but not limited to identifying security vulnerabilities, working around technical restrictions, or enabling disabled, inaccessible or undocumented features.

(d) Deceive or defraud Factorial or other Users, especially in any attempt to learn sensitive information from the accounts or passwords of other Users, or to impersonate another User or person, or to use the name of another User.

(e) Misuse our Support Services or submit false reports of abuse or misconduct.

(f) Sell, share or otherwise transfer your profile or credentials.

(g) Use any information obtained from the Platform to coerce, intimidate, threaten, abuse, or harm another person, including other Users or Factorial employees.

(h) Upload or transmit (or attempt to upload or transmit) viruses, worms, Trojans, or any other malware that interferes or may interfere with any User's use and enjoyment of the Platform.

(i) Use or provide the Services in any way that modifies, damages, interrupts, alters, or interferes with the use, features, functions, operation and/or maintenance of the Platform, including but not limited to any form of testing, scanning, scraping, probing, robotic navigating, bulk extracting or hacking of the Factorial Platform.

(j) Infringe, contest, or take any action against Factorial's Industrial and Intellectual Property rights, among others, rights over databases, software (source code and object code), interfaces and trademarks (whether registered or not), or directly or indirectly infringe Factorial's intellectual property and proprietary rights in any way.

(k) Act against applicable anti-money laundering regulations and shall provide all necessary proof documentation as required by Factorial.

(l) Be subject to any kind of international sanctions, either as a legal entity or as a natural person.

(m) Make use of the Factorial Platform from prohibited countries that are listed within any kind of international sanctions by the United Nations, the European Union, and/or any of the EU State members. You agree not to use the software in violation of these restrictions and not to allow third parties to do so.

(n) Attempt to reverse engineer, decompile, disassemble, translate or otherwise seek to develop, copy or expose the Factorial Platform, the Software (including the source code), the underlying ideas thereof, or any part thereof or assist or allow any third party to do the same.

(o) Use, copy, modify, merge, distribute, transfer or sublicense the Factorial Platform or any part thereof, except as expressly authorised in this EULA or in the Documentation.

(p) Use or license the Factorial Platform for the benefit of third parties not in conjunction with the Partner/Client Agreement, this EULA or the Documentation.

(q) Represent that you possess any proprietary interest in the Factorial Platform or any part thereof, nor delete, deface or otherwise erase any proprietary notice of Factorial from the Factorial Platform, the Software or any part thereof.

(r) Write or develop any derivative software or any other software program based upon all or any part of the Factorial Platform (including, without limitations, any user manuals) or any other proprietary or confidential information of Factorial.

(s) Develop, or create, or permit others to develop or create, a product or service similar to or in competition with the Factorial Platform.

3.2 You may use the Platform as a web application, as well as through the compatible mobile application for iOS, Android, or other system compatible with the Platform, available for download through the major mobile application platforms.

3.3 You must use the Platform only for the purpose that is proper in good faith, in accordance with current legislation, generally accepted morals and good customs, public order, and this Agreement, as well as in accordance with the applicable subscription terms set forth in the Partner/Client Agreement. The License permits the use of the Factorial Platform in accordance with the type of Factorial Platform, and those functions indicated in Your Partner/Client Agreement and any other term set forth herein and/or in any applicable Partner/Client Agreement. Similarly, You must respect at all times the Industrial and Intellectual Property rights owned by Factorial.

3.4 You may not use the Factorial Platform for any activity that constitutes, or encourages conduct that would constitute, a criminal offense, give rise to civil liability or otherwise violate any applicable law or industry standard, including any applicable laws and regulations governing copyrights, computer hacking, privacy and export control.

3.5 In accordance with the above, Factorial reserves the right to deny access and use the Platform and other services, including the suspension or deletion of your account, whenever You use the Platform contrary to this Agreement. Ultimately, if necessary, Factorial also reserves the right to take legal action whenever it deems appropriate.

4. Price and Seats (“Active Users”)

4.1 The Price, the minimum committed “Seats” (also referred to as "Active Users/Employees" or "Employees"—those who are registered on the Platform, whether invited or not, and not terminated), as well as the type of plan (annual, monthly, semester, or any other specified and approved by Factorial), are stated in the Partner/Client Agreement signed by You. The prices indicated are expressed according to the type of currency specified in the respective Partner/Client Agreement presented to You (Euros, US Dollars, Mexican Pesos, or Brazilian Reais) and, if not specified, then based on the local currency of Factorial (or its subsidiaries, if applicable). The price, as a general rule, does not include any applicable taxes. These prices, unless expressly indicated otherwise in the Partner/Client Agreement, do not include the costs of any other additional Services (understood as Premium services) and annexes/add-ons to the service purchased.

4.2 The number of employees/users (Seats) committed in the Partner/Client Agreement represents the minimum to be invoiced and may be adjusted as established in this EULA. In any case, the minimum amount of Seats Factorial or the Partner can bill You is the publicly specified by Factorial to the specific market.

4.3 The duration of the discounts is subject to the period specified for them in the Partner/Client Agreement. Any services not specified in the Partner/Client Agreement and requested by You from Factorial or Partner will be charged separately.

4.7 REGULATION OF NUMBER OF ACTIVE USERS “SEATS” ON THE PLATFORM (applicable to NON-MONTHLY billing plans): In non-monthly billing plans, when the number of active users “Seats” changes, the price adjustment (and invoicing or crediting) will be calculated for the remaining subscription period. For example, if a “Seat” is added when there are six months left of an annual subscription, Factorial will issue an invoice for the amount of 50% (6 months) of the price of an annual “Seat”. “Seat” adjustments will be calculated and invoiced monthly. In any case, the number of “Seats” billed by the Partner will not be less than the number committed to by You in the Partner/Client Agreement. Certain features will be billed based on the number of users and/or other usage metric of that feature. In these cases, the basis of calculation will be specified in the Partner/Client Agreement.

4.8 REGULATION OF NUMBER OF ACTIVE USERS “SEATS” ON THE PLATFORM (applicable to MONTHLY billing plans): In monthly billing plans, the regulation of active users “Seats” when they are adjusted above the agreed committed quantity by the parties in the Partner/Client Agreement, will be carried out by Factorial twenty-four hours (24h) before issuing the invoice or the Partner issue the invoice, taking as a basis the number of active users at that time, with Factorial then scheduling the amount of the next invoice according to that number of active Seats. If You wish to adjust the number of Seats below the agreed committed quantity, You shall inform the Partner in writing (with a minimum notice of 15 calendar days before the issuance of your next invoice) and they should request the adjustment to Factorial. The downgrade of Seats can only be made three months after the onboarding process (platform implementation) has concluded. For clarity, You are not eligible for a prorated refund in case of reducing the number of Seats. Certain features will be billed based on the number of users and/or other usage metric of that feature. In these cases, the basis of calculation will be specified in the Partner/Client Agreement.

4.9 It is possible that some of the services offered by Factorial may be free of charge. The User and You understand that the free nature of a service does not exempt the application of this EULA. Without prejudice to the above, Factorial reserves the right that, in the future, these services may be subject to a financial consideration, discontinuation and specific conditions. In this sense, Factorial or Partner will notify You of the new features of the service sufficiently in advance. If You are not in agreement with the new terms of the service Factorial will consider the service immediately terminated and the User must automatically cease its use.

4.10 Factorial will make the best efforts to ensure a smooth process and to support Factorial’s Clients (where they are not managed directly with the Partner or where the Partner requests Factorial’s help) with regard to the Factorial Platform. However, any delay or issue that is not directly attributable to Factorial in (a) the onboarding process, (b) implementation or configuration, or (c) integration services with third-party providers and/or Partners, will not exempt You from your obligation to pay Factorial or Partner, nor will it be considered a valid reason for contract termination. To avoid any misunderstandings, please note that Factorial will not be able to issue refunds for amounts already paid by You, nor provide any form of compensation.

4.11 If you pay Factorial directly, Factorial reserves the right to charge You the difference between the regular price (base price per Seat/Active User/Employee) and the discounted price for the duration of their time with Factorial if You terminate your agreement (subscription to Factorial) before the end of the discount period granted.

5. Modification of the EULA

5.1 During the term of the Partner/Client Agreement, Factorial may at any time change the conditions of this EULA. The most recent version of this EULA shall always be available on Factorial’s website at this link and the most recent version shall supersede any and all other versions agreed previously. Continued use of the Software following the posting of these changes or modifications will constitute acceptance of such changes or modifications.

6. Industrial and Intellectual Property Rights

6.1 Factorial is the full and exclusive owner and/or holder of all the Industrial and Intellectual Property rights to the Services and to the Platform, including the Software, the Documentation, the Feedback and all ideas underlying the Platform, as well as to its updates, improvements, revisions, extensions, modifications, adaptations, rectifications, translations, corrections, enhancements or new versions (updates and upgrades) that Factorial may carry out at its sole discretion and voluntarily.

6.2 Without prejudice to the Licence for the use of the Platform, you acknowledge and accept that, through this Agreement, no ownership, usage rights, or any type of licence are granted or recognised in your favour over the trade names, trademarks, logos, domain names or any other distinctive signs of Factorial, or over the Industrial and Intellectual Property rights of Factorial on the Platform and the Services. The Licence granted to You hereunder does not convey to You any interest in or to the Platform, but only a limited right of use, revocable in accordance with the terms and conditions of this Agreement.

6.3 Furthermore, Factorial has all the necessary permits, licences, rights and authorisations to fully comply with its obligations under this Agreement, including the ownership or valid licences of all Industrial and Intellectual Property rights (including, among others, patents, if any, registered trademarks, database rights, copyright, and design rights) that are necessary for the fulfilment of any of its obligations in accordance with this Agreement.

6.4 You undertake to respect and maintain the Industrial and Intellectual Property rights of the Platform and other services, as well as the supplementary documentation and information that Factorial makes available in accordance with these Terms and Conditions. More specifically, You agree and undertake not to remove, hide or modify any legal notice and/or property rights reservation (including copyright and trademark notices) that are attached to or included in the Services and/or the Platform.

6.5 You will cooperate in good faith with Factorial in protecting the Industrial and Intellectual Property rights of the Platform and Services, or any other Industrial and Intellectual Property rights, and will immediately inform Factorial of any infringement of these rights of which the User has direct or indirect knowledge. If You have knowledge or reasonable suspicion that Factorial’s Industrial and Intellectual Property rights are being infringed, please contact us at the following email address: [email protected].

6.6 You acknowledge that the reproduction, modification, distribution, marketing, decompilation, disassembly, use of reverse engineering techniques or any other means to obtain the source code, transformation or publication of any unauthorised benchmark test results of any of the elements and utilities integrated within the Platform are prohibited and constitute an infringement of Factorial’s Industrial and Intellectual Property rights and, consequently, agrees not to carry out any of the aforementioned actions.

6.7 Factorial may request or collect, and/or You may provide written suggestions, opinions or comments as part of the use of the Services and the Platform by You and other Users. You acknowledge and agree that such Feedback will be considered property of Factorial and that Factorial will be the exclusive owner of all known or future Industrial and Intellectual Property rights that exist globally over the Feedback indefinitely, and will have the right to use the Feedback for any purpose, commercial or otherwise, without compensation to the provider of the Feedback. Also, Factorial reserves the right to include the Customer’s standard name and logo in its public client lists, press releases, newsletters, website, advertising campaign and similar.

6.8 Using the Services or Platform for the purpose of copying any part of Factorial's product and/or monitoring its availability, features, performance, functionalities, or behaviour, as well as for any other form of benchmarking or competitive evaluation, is strictly prohibited. The Services may only be used in accordance with the Terms and Conditions set forth herein and exclusively for internal administrative business purposes. If Factorial detects or suspects such activities, it reserves the right to terminate your contract immediately, suspend access to your account, and seek damages for direct and indirect losses incurred.

7. Integrations, Partners and Services provided by Third Parties

7.1 The Platform facilitates data exchange with Integrations. All such Integrations are provided under the sole responsibility of these third parties or external suppliers over whom Factorial has no direction or control, regardless of whether they are invoiced by the third party or by Factorial directly. The scope of the service provided by these and the necessary instructions for configuring the integration can be provided on the Platform, as well as on the external supplier's website.

7.2 Third-party Integrations do not constitute services provided by Factorial or over which Factorial has direction or control, or direct responsibility. Factorial merely provides technical access to these services. The scope of the service, prices, third-party privacy, duties, obligations, and commitments of these external suppliers with respect to third parties, the term and any other terms of use for the provision of the Integration, including support, are based on the terms and conditions of use and privacy policies that govern the contractual relationship between You and these external suppliers.

7.3 More specifically, for those services provided by Integrations that are part of regulated sectors like, for example, those provided by Factorial's Collaborators, Swan or Stripe (or any other that might include or substitute the ones indicated), which consist of typical banking sector services, as well as payment processing services, You understand that, despite contracting with said Collaborator, Factorial remains a third party in relation to the direct contractual relationship between the Collaborator and You. If You wish to access their Terms and Conditions you should go to their website or request them directly from them.

7.4 In this sense, and without this being understood exhaustively, any service that involves the opening and maintenance of bank accounts, insurances of any type, the use of payment services, including payment by transfer or credit card should be considered an exclusive contractual relationship between You and the third Collaborator and, therefore, the specific Terms and Conditions of the third Collaborator will apply. Factorial guarantees its Collaborators and You that in these types of collaborations it operates in strict compliance with the regulations relating to its own activity and, if necessary, will apply in conjunction with the third Collaborator all the necessary technical and organisational security measures to prevent You from confusing the functions performed by Factorial.

7.5 In the same vein, Factorial may offer You the possibility of contracting with Factorial Collaborators/Partners for online or offline services of advice and/or administrative management of labour documents, such as payroll management or other employee and/or users documentation. You understand that such Collaborator will be directly responsible for any incidents related to the provision of these services, and that Factorial has no power of direction or control over the Collaborator's services. FACTORIAL WILL SUPPORT YOU WHERE POSSIBLE AND RELATED TO ITS PLATFORM. IN NO CASE WILL FACTORIAL BE RESPONSIBLE FOR PROVIDING ADVICE OR SUPPORT TO YOU REGARDING THE SERVICES PROVIDED BY THE COLLABORATOR, OF WHICH THE COLLABORATOR WILL BE SOLELY RESPONSIBLE AND SHOULD INFORM YOU OF THEIR OWN TERMS AND CONDITIONS AND SIGN WITH YOU ALL DOCUMENTS AND/OR CONTRACTS THAT ARE NECESSARY TO REGULATE THIS RELATIONSHIP. FACTORIAL WILL FORWARD QUERIES RELATED TO THE COLLABORATOR'S SERVICES DIRECTLY TO THE COLLABORATOR.

7.6 Factorial provides an open API that enables you to integrate our service with third-party applications and services. If you choose to use the API to connect our Service with your other providers, you acknowledge and agree that: (i) Factorial assumes no responsibility for the use, functionality, performance, or any damages resulting from such integrations; (ii) you bear full responsibility for all API connections and integrations; and (iii) your use of the API must not interfere with or compromise the functionality and availability of our platform.

7.7 You should read the terms and conditions of use and privacy policies of third parties, Partners or third-party providers to learn how your personal data and other relevant information is collected and processed.

7.8 FACTORIAL HAS NO CONTROL OR RESPONSIBILITY OVER THIRD-PARTY INTEGRATIONS AND, AS A RESULT, DOES NOT ASSUME ANY RESPONSIBILITY OR WARRANTY FOR THIRD-PARTY INTEGRATIONS THAT YOU DECIDE TO USE. Factorial reserves the right to make changes to available Integrations, remove them, or substitute them, especially in cases where they are modified or discontinued by the third-party external provider and/or Partner.

7.9 THE EXISTENCE OF INTEGRATIONS DOES NOT IMPLY THAT THERE IS A RELATIONSHIP OR ASSOCIATION OF ANY KIND BETWEEN FACTORIAL AND THE THIRD-PARTY OWNER OF THE SYSTEM THAT INTEGRATES WITH THE PLATFORM. FACTORIAL DISCLAIMS ANY RESPONSIBILITY ARISING FROM THE INTEGRATIONS, PARTICULARLY REGARDING THE ACCURACY, RELIABILITY AND SECURITY OF THE INTEGRATIONS.

7.10 Please note that any services provided to You by a partner and/or external provider or third parties, who are independent of Factorial, are solely their responsibility and governed by your private relationship with them. While Factorial may recommend third parties, these recommendations are optional, and you may choose not to follow them. Factorial is not responsible for the quality, results, support, availability, pricing, compliance with deadlines, or other aspects related to such third-party services. As these services are independent of Factorial, they are not grounds for termination of your access to the Platform. Any claims, complaints, or disputes should be directed directly to the respective partner/external provider/third party.

8. Access and Security

8.1 To access and use the Platform, a compatible device is required, as well as a specific software and internet access, which may incur charges for you as a User, depending on your payment plan. Additionally, updates and new versions may need to be obtained occasionally. You expressly acknowledge and agree that Factorial is in no case responsible for:

a) The availability and/or speed of your internet connection, nor for the costs that your internet connection may entail.

b) The availability, compatibility, performance and renewal of Your software licences necessary to use the Platform, as well as the cost of these licences.

8.2 As software, and internet access are necessary to use the Platform, the ability to use the Platform may be affected by the performance of these elements. WE STRONGLY RECOMMEND THAT YOU USE A HIGH-SPEED INTERNET CONNECTION. YOU ACKNOWLEDGE AND ACCEPT THAT THESE TECHNICAL REQUIREMENTS, WHICH MAY BE MODIFIED FROM TIME TO TIME, ARE YOUR SOLE AND EXCLUSIVE RESPONSIBILITY, EXEMPTING FACTORIAL FROM ANY LIABILITY FOR THE INABILITY TO USE OR FOR AN UNSATISFACTORY USE OF THE PLATFORM DERIVED FROM THESE TECHNICAL REQUIREMENTS.

8.3 Factorial will do its best to ensure that the Platform operates without interruptions or errors. However, it is possible that in some cases brief interruptions may occur when we carry out maintenance, updates, or implement necessary security repairs to not compromise the security of the Platform. Factorial must apply certain rectifications for security reasons, such as patches or repairs in the connections with Integrations or APIs, among others. We inform you that we will try to rectify such security defects within a reasonable period of time.

8.4 Please also note that if you choose to access the Platform via third-party account authentication and verification services (such as Google Sign in services, the terms and conditions of Google Ireland Ltd. may also apply. Similarly, if you choose to access via your Microsoft account) the terms and conditions of Microsoft may also apply.

8.5 Regardless of the authentication method used, You must maintain confidentiality regarding your username and access password to your account and will not allow any person to use your username, password, or any other form of authorisation. You should ensure to log out of your account on the Platform at the end of its use. You are solely responsible for all activity conducted through your account, which includes any misuse of your username and password, as well as any damage caused as a result of such misuse. Factorial can trust that the supply of your username and password identifies and authenticates you as a User. Factorial will not be liable for any damages, costs, expenses or fees arising from the disclosure of your username, password or other information to any other person.

8.6 If the security or confidentiality of your username, password or any other form of authorisation is compromised, you should immediately notify [email protected].

9. Duration of the Service

9.1 Your License and rights granted hereunder shall be in effect for the term specified in the Partner/Client Agreement (the “Term”). This Agreement is effective from the date of your acceptance and continues until terminated in accordance with this section or until your access to the Platform through the Partner is terminated.

9.2 Either Factorial or You may terminate this Agreement at any time (if possible, considering your agreement with the Partner). Factorial may immediately suspend or terminate your access to the Platform if You breach any provision of this Agreement.

9.3 Upon termination, your right to access and use the Platform will cease immediately.

9.4 When You request termination of your access to the Platform, You must consider your obligations under the Partner/Client Agreement and also must take into account that You will have to download all the documents and files before the effective date of termination. Once the termination is effective, You will no longer have access to Factorial and any content stored on the Platform and any personalisation made will be deleted as well.

9.5 Except for the Licence granted herein and as expressly provided herein, the terms of this Agreement shall survive termination. The provisions of this agreement which, by their nature, are to continue in force after termination or expiry of your access to the Platform shall continue to apply. In particular, but without limitation, the following clauses shall survive termination of this agreement: intellectual property, confidentiality, limitation of liability, governing law and jurisdiction.

10. Non-payment and Account Suspension

10.1 You acknowledge that your access to the Platform might be facilitated through the Partner, and payment obligations may be governed by your separate agreement with the Partner. However, continued access to the Platform is contingent upon timely payment of all applicable fees to the Partner, Factorial or any other Party that might be responsible for collecting payment for your Factorial use.

10.2 In the event of non-payment of any fees related to your use of the Platform:

(a) Factorial reserves the right to suspend or terminate your access to the Platform entirely or partially immediately upon notice from the Partner or upon Factorial's own determination of non-payment, without any liability and without prejudice to its right to claim all amounts owed by the Customer to Factorial or Partner, as applicable;

(b) The Partner may request Factorial to deactivate your account by providing thirty (30) calendar days' prior written notice to Factorial, during which time Factorial may block access to the Platform.

(c) If you pay directly to Factorial, Factorial reserves the right to automatically increase the outstanding balance on any overdue and enforceable but unpaid invoice according to the greater of the following criteria: (i) the applicable legal interest rate plus seven (7) points or (ii) the interest rate applied by the European Central Bank in its latest refinancing operation plus ten (10) points.

(d) Notwithstanding the foregoing, the interest rates mentioned in the above points shall in no case exceed the legally permissible interest rate limits, depending on the region or territory of your billing account.

10.3 Following account deactivation due to non-payment, your data will be retained in accordance with Factorial’s general data retention policy. You will have the right to request the deletion or return of your data, but you will have no access to the Platform nor will you be able to visualize your data herein during the deactivation period.

10.4 Factorial shall not be liable for any damages, losses, or consequences arising from account suspension or deactivation due to non-payment, including but not limited to loss of data access, business interruption, or any other direct or indirect damages.

11. Partnership Termination and Service Continuity

11.1 In the event that the partnership agreement between Factorial and the Partner is terminated for any reason, Factorial or Partner will inform of such termination in advance, where reasonably possible.

11.2 Upon termination of the partnership between Factorial and Partner, you will have fifteen (15) business days to choose from the following options:

(a) Direct Relationship with Factorial: You may elect to continue using the Platform by entering into a direct contractual relationship with Factorial under Factorial's standard Terms and Conditions and pricing structure then in effect;

(b) Alternative Partner: You may choose to continue your relationship through another authorized Factorial partner, subject to that partner's terms and conditions;

(c) Service Termination: If possible, You may elect to terminate your use of the Platform in accordance with the termination provisions of this Agreement.

11.3 In the event that Factorial does not receive your choice by fifteen (15) days from our notice about the partnership termination, and a signed agreement with Factorial or a new Partner is not signed, Factorial reserves the right to suspend or terminate your access to Factorial Platform.

11.4 During the transition period:

(a) All your data will remain secure and accessible through the Platform;

(b) You will have the right to export and download all your data using Factorial's self-service extraction mechanisms;

11.5 If you elect to terminate your use of the Platform or fail to establish an alternative arrangement by the end of the 15 days period indicated in 11.2, your access will be terminated in accordance with clause 9 of this Agreement, and your data will be handled pursuant to clause 12.

11.6 Factorial shall not be liable for any damages, losses, or consequences arising solely from the termination of the partnership with the Partner, provided that Factorial complies with the notice and transition provisions set forth in this clause.

11.7 You acknowledge that transitioning to a direct relationship with Factorial or an alternative partner may result in different pricing terms than those previously applicable through the terminated Partner relationship.

12. Data Protection and Confidentiality

12.1 By accepting this Agreement and in case you don’t proceed to the signature of the Data Processing Agreement available at any time at the Factorial’s website, Factorial and you are bound by default by this same Data Processing Agreement, which governs the obligations concerning personal data protection established in Article 28 of the GDPR that Factorial has with its users and that comply with legal obligations in this area. The Data Processing Agreement is an inseparable part of this Agreement and regulates the processing of personal data by Factorial, as a data processor, on behalf of the organisation that provides You access to the Platform, as data controller. WHENEVER YOU (OR YOUR BUSINESS GROUP) ARE REQUIRED TO HAVE A DATA PROCESSING AGREEMENT, IT IS YOUR RESPONSIBILITY AS THE DATA CONTROLLER TO ACCESS THE LINK PROVIDED BY FACTORIAL, FOLLOW THE INSTRUCTIONS AND SIGN IT. AFTER COMPLETING THE PROCESS YOU WILL RECEIVE A COPY WITH THE SIGNATURE OF BOTH PARTIES.

12.2 Factorial takes the privacy of its Users seriously, and as Data Processor of your personal data it is committed to using the information provided in accordance with the terms contained in said Data Processing Agreement and never for its own purposes.

12.3 Notwithstanding its general role as Data Processor, Factorial may, in certain cases, act as an independent Data Controller in relation to specific processing activities carried out as a Data controller. In such a case, Factorial will assume the corresponding obligations under Data protection regulations and in accordance with its Privacy policy. It is recommended to periodically check our Privacy Policy, as it may be modified by Factorial from time to time, although any material changes will be duly informed for your acknowledgement.

12.4 In the event that Factorial must provide You with services of a nature and characteristics different from those of the Factorial Platform, it may require the adaptation of the relationship between both parties in terms of privacy. In this regard, Factorial and You will agree to prepare an agreement where the corresponding obligations, responsibilities and rights applicable to each of the parties in terms of personal data protection are regulated.

12.5 Each of the Parties represents and warrants to the other the compliance with all those legal obligations that correspond to it in terms of personal data protection. In this regard, each Party assumes responsibility for their own breaches and agrees to hold the other Party harmless for damages and losses that are a consequence of their own breaches in terms of privacy. By way of example, without limitation: failure to comply with the duty to inform about the processing of personal data provided for in Articles 13 and 14 of the GDPR; including in their respective informative clauses the means and the possibility for the data subjects to exercise their data protection rights.

12.6 Factorial and its subsidiaries can make use of usage and analytical information, as well as some statistical and aggregate data for the improvement and further development of the Platform and the rest of Factorial's services. However, prior to the use of such data, Factorial carries out a process converting them into aggregated, anonymous and statistical data, in such a way that they do not identify or make You or other users identifiable (for example, price indices, price comparison evaluation services, etc.).

12.7 You may request the deletion of your data contained in the Factorial Platform at any time during your access period. After 30 days from the execution of the deletion order, the data will be definitively destroyed. In the event of termination of your access, the data will remain blocked for a period of one (1) year. After this period, all your data will be deleted from our systems.

12.8 In order to comply with the obligation to return the data to our Users, Factorial offers the option for You to download all the information and documents from the Platform before the effective moment of the termination. For this purpose, Factorial has provided a series of self-service extraction mechanisms for the different functionalities. Once the termination is effective, You will no longer have access to the Platform and to the personal information within it and Factorial will initiate the process of definitive deletion of the data, as established in its data retention policy and as described in the Data Processing Agreement. For any further request in this regard, please contact directly to [email protected].

12.9 Factorial and You commit to keep the existence and the content of all Confidential Information, committing yourselves not to make any disclosure to third parties or public communication without the prior written authorisation from the other party.

12.10 Subject to the foregoing, Factorial will take precautions to maintain the confidentiality of the Content. Factorial will not use or disclose, or have the Content used or disclosed, except as described above, or otherwise subject to Your express, prior, written permission. Factorial's personnel will access the Content on a strict 'need to know' basis, subject to the terms herein.

12.11 You acknowledge that the Factorial Platform and all elements thereof, including without limitation, its design, structure, capabilities, functionality, payment details and Documentation, constitute Factorial’s confidential information. Accordingly, You must treat all such information as confidential material in a manner no less protective than You use to protect Your own similar assets, but in no event less than reasonable care.

12.12 Without derogating from the foregoing, You will maintain in strict confidentiality any information regarding the Factorial Platform's functionality, capabilities, structure, design and all other details related thereto, any of Factorial’s business practices, tutorials and training material, and will not disclose them, or have them disclosed, directly or indirectly to any third party without Factorial’s prior written consent.

12.13 The obligation of confidentiality will persist even after the termination, for any reason, of your access to the Platform.

12.14 Breach of the confidentiality obligation assumed in this Agreement, or return of the Confidential Information as set out above, will entitle either party to claim damages and losses that such breach may have caused in accordance with the limits established in clause ten (10), regarding Factorial's liability.

12.15 The obligation of confidentiality shall not apply in cases where:

(a) after having been provided as Confidential Information, it became publicly accessible, without any breach of this clause having occurred in such circumstance; or

(b) it was legally in the possession of the receiving party at the time it was provided by the disclosing party, or was independently obtained by the former before being provided by the latter; or

(c) the receiving party can demonstrate that it obtained it legally in an unrestricted manner from any third party not subject to similar confidentiality obligations to the disclosing party; or

(d) it must be compulsorily provided by virtue of legal provision or by resolution validly issued by any competent administrative authority, court or jurisdictional body, legally empowered to compel such availability, provided that the receiving party so required immediately notifies the disclosing party of the receipt of such requirement, unless prohibited by law, so that the disclosing party can assess whether there is a possibility to avoid the same or can provide any reasonably requested support by the receiving party.

12.16 Notwithstanding the foregoing, you may disclose confidential information only if and to the extent such disclosure is required in order to comply with a legal obligation including, orders, subpoenas, decrees or request prescribed by a competent judicial, administrative or regulatory authority, provided that, to the extent legally permitted, you promptly notify Factorial of such legal obligation, in order to give Factorial , an opportunity to challenge the legally required disclosure.

13. Responsibilities

Factorial’s Liability

13.1 In the extent allowed by applicable law, FACTORIAL PROVIDES THE PLATFORM "AS IS" AND "AS AVAILABLE" WITHOUT ANY PROMISE OR GUARANTEE, EXPRESS OR IMPLIED OF ANY KIND. MORE SPECIFICALLY, TO THE EXTENT ALLOWED BY APPLICABLE LAW, FACTORIAL DOES NOT GUARANTEE OR MAKE ANY REPRESENTATION REGARDING THE VALIDITY, ACCURACY, RELIABILITY OR AVAILABILITY OF THE PLATFORM OR ITS CONTENT. ALSO, TO THE EXTENT PERMITTED BY THE APPLICABLE LAW, FACTORIAL DOES NOT GUARANTEE OR ASSERT THAT THE PLATFORM OR ITS CONTENT IS SUITABLE OR APPROPRIATE FOR YOUR PURPOSE OR FOR A PARTICULAR END, OF SATISFACTORY QUALITY, NON-INFRINGING, FREE OF DEFECTS, CAPABLE OF OPERATING UNINTERRUPTED, FREE OF HARMFUL COMPONENTS OR ERRORS, THAT YOUR USE OF THE PLATFORM COMPLIES WITH CURRENT REGULATIONS, PARTICULARLY IN LABOUR AND/OR SOCIAL SECURITY MATTERS, OR THAT ANY INFORMATION THAT YOU TRANSMIT IN RELATION TO THE PLATFORM WILL BE SUCCESSFULLY, ACCURATELY OR SECURELY TRANSMITTED.

13.2 Factorial provides the Platform and/or its Services to You through your internet services 24 hours a day, and will strive to maintain the Software Platform in suitable conditions for use. FACTORIAL IS COMMITTED TO PROVIDING YOU WITH THE BEST PLATFORM AVAILABILITY SERVICE WITHIN OUR REACH. THEREFORE, FACTORIAL OFFERS A SERVICE LEVEL AGREEMENT (SLA) FOR THE AVAILABILITY OF ITS PLATFORM, WHICH CAN BE PUBLICLY ACCESSED HERE.

13.3 To the extent permitted by applicable Law, Factorial shall not be responsible for (i) any alteration or loss (direct or indirect) of data and/or information that is not attributable to any direct and sufficiently proven breach on its part according to data protection regulations, (ii) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, MORAL, SPECIAL, EXEMPLARY, PUNITIVE, OR LOSS OF PROFITS damage regardless of the cause, loss of income, contracts, expected savings, data, loss of goodwill, attorney's fees, or unnecessary expenses incurred, reputational damage, nor (iii) failures that may result in slowness, low quality, unavailability of the Platform or other services, or even prevent uninterrupted service provision that are beyond Factorial’s direct control, or (iv) indirect losses that were not reasonably foreseeable by Factorial and the User at the time the User started using the Platform and Services. Factorial shall also not be responsible for any delay or failure to fulfil its obligations under these Terms of Use if such delay or failure is due to fortuitous events or force majeure. This limitation of liability, to the extent permitted by law, also applies to claims or actions by third parties that may result in an indemnification obligation on the part of Factorial. In any case, the total liability of Factorial towards you, on account of the services and/or the platform, as established in these terms and conditions, will not under any circumstances exceed the amount provided for in the following clause. To the extent permitted by Law, THE PREVIOUS LIMITATIONS SHALL APPLY REGARDLESS OF THE THEORY OR BASIS OF THE ALLEGED LIABILITY, WHETHER FRAUD, MISREPRESENTATION OR INACCURATE INFORMATION PROVIDED, BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY, PRODUCT DEFECTS, INFRINGEMENT OR ANY OTHER CAUSE.

13.4 To the extent permitted by applicable Law, IN CASE OF BREACH OF THESE TERMS AND CONDITIONS AND/OR FOR DIRECT DAMAGES (sufficiently proven) CAUSED TO YOU IN CONNECTION WITH THE SERVICES, FACTORIAL’S MAXIMUM AGGREGATE LIABILITY, ALSO AS A RESULT OF MULTIPLE HARMFUL EVENTS, SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL AMOUNT PAID BY YOU TO FACTORIAL OR TO THE PARTNER IN THE TWELVE (12) MONTHS PRIOR TO THE HARMFUL EVENT (OR IF LESS THAN TWELVE (12) MONTHS HAVE PASSED SINCE THE EFFECTIVENESS OF THESE TERMS, TWELVE (12) TIMES THE CUSTOMER’S LAST MONTHLY PAYMENT TO FACTORIAL OR PARTNER FOR THE USE OF THE PLATFORM). ACCORDING TO ARTICLE 1.152 OF THE SPANISH CIVIL CODE, THIS AMOUNT, WITH THE EXPRESS CONSENT OF THE USER, REPLACES ANY OTHER COMPENSATION FOR DAMAGES. IT SHALL BE THE RESPONSIBILITY OF THE CUSTOMER TO TAKE OUT ADEQUATE INSURANCE POLICIES TO COVER ANY DAMAGES THAT MAY EXCEED THE AFOREMENTIONED MAXIMUM LIABILITY LIMIT.

13.5 No clause and/or information, whether oral or written, shall be deemed to alter this disclaimer of warranties by Factorial in relation to the Service and/or the Platform, or to create any type of warranty on the part of Factorial.

13.6 In addition, Factorial will not be liable to You for any detrimental event unless You have notified your claim in writing to Factorial, within a period of twenty (20) calendar days from the date on which You became aware of it.

13.7 YOU AND USERS ASSUME ALL RESPONSIBILITIES AND RISKS RELATED TO YOUR AND THEIR USE OF THE SERVICES AND THE PLATFORM. IF YOU DO NOT WISH TO ASSUME SUCH RISKS AND RESPONSIBILITIES, YOUR ONLY RECOURSE AGAINST FACTORIAL IS TO STOP USING THE PLATFORM AND THE SERVICES.

13.8 This provision is understood without prejudice to the cases in which liability cannot be excluded or limited due to the mandatory provisions of the applicable legislation.

Your’s and User’s Liability

13.9 Similarly, You, as well as any User who uses the Platform, undertake to indemnify, defend and hold Factorial harmless for all losses, liabilities, damages, claims (including possible legal fees, reasonable attorney and solicitor fees and court costs), arising out of or in connection with: (i) any breach or alleged breach of this EULA by the You or your Users; (ii) the violation by You or your Users of any Law and/or the rights of a third party affecting Factorial; (iii) your failure or your Users failure to install timely and complete any updates, enhancements or patches of any software provided by Factorial that is not authorised by them; and (iv) claims related to your data and/or claims related to any data transferred by You to third-party applications, and that this poses a damage to Factorial or for them.

13.10 In addition, Your’s or User’s non-compliance with this EULA, especially regarding a violation of Factorial’s Industrial and Intellectual Property rights or any incident related to the price or payment for the use of the Platform or other services, may result in the immediate adoption by Factorial of any other actions that might correspond to them, possibly leading to the termination of the Licence or any other right granted to the You or User, without prior notice, and without this giving You the right to claim compensation for damages of any kind.

14. Miscellaneous

14.1 You may contact Factorial at the above address, or over phone and online. By accepting this Agreement, you expressly consent to receive all communications, notices, disclosures, agreements, and other information from Factorial in electronic form, including but not limited to: legal notices, Agreement updates, service announcements, billing statements, security alerts, and support communications. Electronic Communications may be delivered through, but not limited to, email, in-platform notifications, SMS, mobile app notifications, or website postings.

14.2 You may withdraw your consent to receive Electronic Communications for Commercial purposes by contacting one the options indicated in 15.1. However, withdrawal will not apply to Service related Communication (e.g: legal notices, security alerts) as they are necessary to maintaining and providing the service. Factorial may charge fees for providing paper copies of Communications.

14.3 End-User may not assign its rights or obligations hereunder or under the Partner/Client Agreement without the prior written consent of the Partner and Factorial. To the greatest extent permissible by law, Factorial may assign this EULA in its entirety, including all right, duties, liabilities, performances and obligations herein, upon notice to you and without obtaining your further specific consent, to a third-party, upon a merger, acquisition, change of control or the sale of all or substantially all of Factorial equity or assets relating to this Agreement. By virtue of such assignment, the assignee assumes our stead, including all right, duties, liabilities, performances and obligations hereunder, and we are released therefrom.

14.4 If any provision of this EULA or the Partner/Client Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible so as to affect the intent of this EULA and/or the Partner/Client Agreement, and the remainder of the provisions of this EULA and/or Partner/Client Agreement, as applicable, shall remain in full force and effect.

14.5 Factorial may subcontract or delegate the performance of our obligations under this EULA, or the provision of the Factorial Platform and related service (or any part thereof), to any third party of our choosing, provided however, that Factorial remain liable to you for the performance of our obligations under this EULA. You acknowledge and agree that the technical means by which we provide the Factorial Platform and related service is at our sole discretion.

14.6 In compliance with Spanish regulations on the prevention of money laundering (Law no. 10/2010, Royal Decree no. 304/2014), Factorial must gather the documentation proving the identification of You, whether a natural or legal person, with the actual owner of the company or legal structure needing to be identified in the latter case. You assume the commitment to provide the proof documentation that Factorial requires for these purposes, guaranteeing the validity, accuracy, completeness and reliability of the information, data and documents made available to Factorial, even if they come from third parties.

14.6 The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.

14.7 This EULA represents the complete agreement between the parties with respect to the subject matter herein and supersedes all prior agreements and representations between them. BY ACCESSING AND USING THE FACTORIAL PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS END USER LICENSE AGREEMENT.

15. Governing law and jurisdiction.

15.1 This EULA will be governed and interpreted in accordance with the common law rules of Spanish law.

15.2 For any matters that may arise from the interpretation, fulfilment and execution of this EULA, the User and Factorial submit to the jurisdiction and competence of the Courts and Tribunals of the city of Barcelona, expressly waiving any other jurisdiction that may correspond to them by law, unless the applicable legislation provides otherwise. Notwithstanding the above, prior to the filing of legal actions before the Courts and Tribunals, both parties will make their best efforts for a maximum period of 15 working days to reach an amicable solution to the dispute. If the aforementioned period has elapsed and the dispute persists, Factorial and/or the User will be free to enforce their rights before the Courts and Tribunals under the terms agreed in this clause.