Terms and Conditions Annex

Unless otherwise indicated, capitalized terms shall have the meaning attributed in this section.

• Client: The entity that contracts the subscription to the Coro Services through PDI for its own internal business use and not for resale or distribution.
• PDI: Producción Diseño e Informática, S.L., acting as reseller and intermediary.
• Coro: Coro Cyber Security, Inc., provider and licensor of the software and Coro Services.
• Coro Services: Coro's cybersecurity products and services specified in the Economic Proposal.
• Coro Terms: Coro's Terms of Use available at https://www.coro.net/terms and any other applicable Coro policy or agreement governing the use of the Coro Services.
• Economic Proposal: The document issued by PDI detailing the specific Coro Services to be subscribed by the Client, prices, subscription period and other particular conditions.
• Territory: [Indicate the specific Territory if PDI has territorial restrictions from Coro that should be reflected to the Client; otherwise, it can be omitted or generalized as "Spain"]. Unless otherwise agreed in writing by Coro transmitted through PDI, the Client will use the Coro Services primarily within this Territory.

5.1. The Client shall pay PDI the amounts corresponding to the Coro Services as established in the Economic Proposal and in the invoices issued by PDI.

5.2. Unless otherwise agreed in writing, the payment term for invoices issued by PDI shall be thirty (30) calendar days from the invoice issue date, by bank transfer to the account indicated by PDI.

5.3. In case of payment delay, the amounts owed shall accrue, without prior notice, a monthly late payment interest of 0.71% on the overdue amount, with a minimum of forty (40) euros for each delay period of 1 to 30 days.

In addition to the obligations established in other sections of this Annex and in the Coro Terms, the Client undertakes to:

• Comply at all times with the Coro Terms.
• Use the Coro Services in accordance with the documentation provided by Coro and the reasonable instructions of PDI or Coro.
• Provide PDI with truthful and complete information for the activation, management and support of the Coro Services.
• Maintain the confidentiality and security of their access credentials to the Coro Services.
• Not perform reverse engineering, decompile, disassemble or attempt to discover the source code of the Coro Products.
• Not copy the Coro Products, except for downloading a purchased copy for use in accordance with the Coro Terms.
• Actively collaborate with PDI and/or Coro in the investigation and resolution of security incidents or misuse of the Coro Services.
• Comply with all applicable laws and regulations in relation to the use of the Coro Services, including those relating to data protection, anti-corruption and fair competition.

9.1. PDI acts as intermediary and reseller of the Coro Services. Its responsibility is strictly limited to due diligence in its intermediation and billing tasks.

9.2. The Client acknowledges and accepts that the Coro Services are provided by Coro "AS IS" and "AS AVAILABLE". In accordance with the Coro Terms and the Coro-PDI Contract, Coro does not grant (and therefore PDI cannot transfer or grant) warranties of any kind, whether express or implied, regarding the Coro Services, including, without limitation, warranties of merchantability, fitness for a particular purpose, or non-infringement, nor warranties that the Coro Services will meet the Client's requirements, be uninterrupted, timely, secure or error-free, or that defects will be corrected.

9.3. PDI does not grant any warranty, express or implied, on behalf of Coro regarding the Coro Services.

9.4. In no event shall PDI be liable to the Client or third parties for:

• Any direct, indirect, incidental, special, consequential, punitive or exemplary damages (including, without limitation, loss of profits, data loss, business interruption, security failures or costs of obtaining substitute services) arising from the use, inability to use, performance or non-performance of the Coro Services, even if PDI had been advised of the possibility of such damages.
• Any failure, interruption, defect, security breach or performance problem inherent to the Coro Services or Coro's infrastructure.
• Any loss or damage resulting from the suspension or termination of the Coro Services by Coro or PDI in accordance with the terms established herein or the Coro Terms.

9.5. Any claim related to the operation, availability, security or any other intrinsic aspect of the Coro Services must be directed directly to Coro, according to the procedures established in the Coro Terms.

9.6. Notwithstanding the foregoing, in the event that direct liability of PDI to the Client arising from its intermediation work is judicially determined, PDI's total cumulative liability for all claims arising under or in connection with this Annex and the Economic Proposal, regardless of the form of action, shall not in any case exceed the total amount actually paid by the Client to PDI for the specific intermediation services (excluding the cost of Coro licenses or services) during the six (6) months immediately preceding the date on which the cause of the claim arose.

11.1. The Client acknowledges that all intellectual and industrial property rights over the Coro Services, the software, documentation, Coro trademarks ("Coro Marks") and any underlying technology are and shall remain the exclusive property of Coro and/or its licensors.

11.2. The subscription to the Coro Services only grants the Client a limited, non-exclusive, non-transferable and non-sublicensable license to use, as established in the Coro Terms. This Annex does not grant any ownership rights over the Coro Services.

11.3. The Client undertakes not to infringe or challenge Coro's intellectual property rights, and not to use the Coro Marks without prior written authorization from Coro.

13.1. The duration of the subscription to the Coro Services through PDI shall be as established in the Economic Proposal, generally for annual periods, automatically renewable unless written notification to the contrary by either Party with a minimum advance notice of [e.g.: sixty (60)] days before the expiration date of the current period.

13.2. PDI may terminate this Annex and the intermediation of the Coro Services in case of material breach by the Client of its obligations, including non-payment or breach of the Coro Terms, after notification to the Client granting a reasonable period to remedy said breach, if it were remediable.

13.3. The termination of the contractual relationship between PDI and Coro, or Coro's decision to substantially modify or cease offering the reseller program or the Coro Services, could affect the continuity of intermediation by PDI. In such case, PDI will notify the Client as soon as possible. However, according to the Coro-PDI Contract, licenses already granted by Coro to Clients through PDI will be maintained as long as the corresponding payments are up to date with Coro (through PDI and the Authorized Distributor).

13.4. Upon termination of this Annex for any reason, the Client must immediately cease all use of the Coro Services (unless it establishes a direct contractual relationship with Coro, if that were possible and agreed).