Termss and Conditions

FRAGUA

Last updated: March 31, 2022

These Terms and Conditions refer to the general terms of contracting and use (hereinafter, the “General Conditions”, the “Conditions” or the “Terms and Conditions”) of the service provided by Fragua Software de Analítica, S.L.U., with registered office at Calle Velázquez, 10, 2º, 28001 (Madrid – Spain) and Tax ID No. B-06904528 (hereinafter, “FSA” or “We”), through the software application for the analysis of real estate, economic and social data called “Fragua” (hereinafter, the “Service(s)”, the “Software” or “Fragua”), and govern the commercial relationship between FSA and the clients who decide to subscribe to the Fragua Service, as well as the conditions of use of the Services applicable both to them and to the authorized users they designate as provided herein.

It is important that you (hereinafter, “Client”, “You” or “User”) read these Terms and Conditions carefully before using the Service, as You will be legally bound by the conditions set out herein if You subscribe to and/or use the “Fragua” Service in any of its modalities.

Your subscription, access and/or use of the Service necessarily implies your acceptance of and agreement with these Conditions, which will apply to You and to all authorized users to whom You grant access to the Service, as set forth in these General Conditions, all of whom shall assume the legal consequences and other liabilities arising therefrom.

If You do not agree with these Conditions or with any modification thereof, You must immediately cease using the Service and/or request the cancellation of your subscription through the means provided by FSA for this purpose in the Service on the platform, where applicable, or by email to ab@atlas-reanalytics.com. If You have any questions and/or doubts about the Conditions set out herein and/or about the Service, please send us an email at ab@atlas-reanalytics.com. Do not contract and/or use the Service until any doubts or questions you may have have been answered satisfactorily and You agree to strictly comply with each and every one of the points in these Terms and Conditions.

If You access or use the Services and/or continue to access or use the Services after being notified of a change in these Conditions, You confirm that You have read, understand and accept the new General Conditions without any reservation and agree to comply with them, unless You have notified your intention to cancel your Subscription to the Service as provided for in these Terms and Conditions below.

DESCRIPTION OF THE SERVICE

The “Fragua” software application consists of a web-based platform for the analysis of real estate, economic and social data from various public and private sources, covering the whole of Spain. This Software, which includes the web platform, the analysis algorithms used, the data visualizations, the database and the data collection algorithms, among other elements, has been developed and/or licensed by FSA and is its property.

The Software is offered under different subscription plans, whose prices and functionalities enabled for Clients in each of them vary. You can consult the different subscription options here. All types of subscriptions shall be governed by these General Conditions, without prejudice to each type of subscription including specific functionalities detailed in the particular conditions applicable to each of them, which will be communicated at the time of contracting and will remain accessible and updated in this section. Please note that these functionalities may be modified as the service evolves, as specified in these Terms and Conditions.

SUBSCRIPTION CONDITIONS

By registering on the Service website, making the corresponding payment and accepting these Terms and Conditions, You are entering into a contract with FSA, and FSA grants You a subscription to the Fragua service in the subscription plan chosen by You during the registration process (hereinafter, the “Subscription”), as provided in these Conditions.

Such Subscription will include, for the period during which the Subscription remains in force, a license to use the “Fragua” Service under the Subscription plan chosen by You, support and technical assistance for the use of Fragua during the hours and through the means indicated on the Service website in the Support section and, where applicable, may include training regarding updates implemented in the Service during the term of your Subscription, in those cases where FSA organizes and expressly offers such training to its Clients and authorized users.

The license of use granted with your Subscription allows simultaneous access by up to a maximum of three (3) users (the Client plus a maximum of two authorized users), each of them with a different email account. These email accounts will be provided by the Client to FSA during the Subscription process, after completing all the registration steps required on the Service Website and once FSA has confirmed that the Subscription payment has been made, and that these Terms and Conditions and the Privacy Policy have been accepted.

DURATION OF THE SUBSCRIPTION

The subscription-based contracting model consists of making the Services available to the Client for the period communicated during the registration and contracting process. By default, the Subscription will be established for the period communicated at the time of Subscription, without prejudice to any Promotions that may be applicable, and will be automatically renewed for successive periods equivalent to the initial period, consecutively and without prior notification by FSA to the Client before each renewal, unless the Client requests non-renewal of the Subscription prior to the charge of the renewal fee, in accordance with the billing cycles detailed below in these Conditions.

OFFERS, PROMOTIONS AND TRIAL PERIODS

FSA may offer occasional offers, promotions and/or trial periods (hereinafter, indistinctly, “Promotion(s)”) to Clients or potential clients, at its discretion, for Subscription to and/or access to the Service.

In cases where the Service is marketed through Promotions, its use shall be governed by these General Conditions in their entirety, except with regard to economic conditions, which shall be replaced by the specific conditions established for each case, for the period and under the conditions defined in each Promotion.

PAYMENT OF YOUR SUBSCRIPTION

FSA will charge the price corresponding to your Subscription plan in advance, on a recurring and periodic basis, according to the terms corresponding to your chosen plan (the “Billing Cycle”).

At the end of each Billing Cycle, your Subscription will be automatically renewed under the same conditions as the previous Billing Cycle, except in relation to any Promotions that may be applicable, unless You or the Company decide to cancel your Subscription in advance as set out in these Terms and Conditions, or in the event of a price update according to the process set out in these Terms and Conditions. You may cancel the renewal of your Subscription at any time by sending an email to ab@atlas-reanalytics.com duly proving your identity and requesting the cancellation, or through the corresponding section in your user panel once this functionality is enabled. FSA may request such information as may be necessary to verify that the request indeed comes from You. If your request has been correctly submitted, the cancellation will take effect once the last Billing Cycle that You have paid for ends.

You must make the payments for your Subscription through the external payment platform authorized by FSA (the “Payment Platform”), and You undertake to provide a valid payment method, according to the options made available on such Payment Platform, that allows the processing of your Subscription payment on a periodic basis for the duration thereof. You must provide accurate and complete billing information to the Payment Platform, including the details requested by it.

By this process, You authorize the Payment Platform to charge the successive Subscription fees during its term through the payment instruments You have selected. The Subscription fee will be charged on the last day of the previous subscription period in the case of renewals. Payments made will not be refundable if You have been granted access to the Service, without prejudice to any mandatory legal provisions that may apply.

You agree to be responsible for and pay all taxes associated with the use of the Service, if any, and any transaction and/or currency conversion fees that your financial institution and/or other intermediaries may charge. All Subscription amounts are expressed in euros.

You will be responsible for any charges and taxes for third-party Internet access required to use the Service. Please check with your Internet service provider whether additional data usage charges apply.

AUTHORIZED USERS

Once You have subscribed to the Service, You will have the option to add up to a maximum of two (2) authorized user profiles to your account (“Authorized Users”).

FSA reserves the right to limit the maximum number of Authorized Users that You may add and/or that may use the Platform at the same time.

In the case of Clients that are legal entities, Authorized Users may only be employees of the same company. Clients who are natural persons may only add family members as Authorized Users.

Your Subscription account will function as the main account for your Subscription (the “Main Account”), while the access accounts of your Authorized Users will depend on the existence and renewal of your Subscription. When your Subscription ends and/or is cancelled for any reason, the accounts of the Authorized Users will automatically be deactivated and their access permissions revoked.

You will be jointly and severally liable to FSA for the use of the Service by the Authorized Users linked to your Main Account, without prejudice to the fact that the Authorized Users will also be liable for their own acts or omissions related to the use of the Service, except for the payment of the Subscription fee.

You may revoke the access permission of your Authorized Users to the Service at any time by sending an email to ab@atlas-reanalytics.com duly proving your identity and requesting the revocation of the permissions of your Authorized Users, or through the corresponding section in your user panel once this functionality is enabled, and assign a new user, if You so wish, through these same channels, up to a maximum of a total of two (2) Authorized Users.

Authorized Users must have previously authorized the Client to provide their email address to FSA, and the Client alone is responsible for ensuring this point and shall assume full liability in case of failure to comply with this obligation, holding FSA harmless.

Authorized Users will receive an email informing them that the Client has designated them as Authorized Users under its Subscription and, by accepting and activating their account following the process indicated in that email, they agree to comply with each and every one of the Terms and Conditions contained herein, except for the payment of the Subscription fee, which will be the responsibility of the Client, as holder of the Main Account. Authorized Users acknowledge and accept that the Client shall at all times have the power to revoke their access permissions and/or cancel their account if it so decides, without prior notice.

FSA reserves the right to cancel any access account of Authorized Users and/or the Main Account associated with them in the event of non-compliance with these Terms and Conditions by both Clients and Authorized Users.

MODIFICATION OF THE TERMS AND CONDITIONS

FSA reserves the right to modify these Fragua Terms and Conditions. If such modification is considered substantial, FSA will notify Clients by email fourteen (14) days before implementing it. Each modification (substantial or not) will be published at least on the Service website by updating these Terms and Conditions, while prior notification will only be made if such modification is substantial and relevant for Clients. Use of the Service by Clients after such modifications have been notified by email or published through the Platform, depending on the relevance of the modifications, and the absence of any objection to the new Contractual Conditions within fourteen days of the aforementioned modification will imply acknowledgment and full acceptance of the amended Contractual Conditions and You will be subject to the most recent version in force. Please review them regularly.

MODIFICATION OF SUBSCRIPTION CONDITIONS

Due to the ongoing development and evolution of the Service, FSA reserves the right to modify the conditions and/or functionalities of each of the Subscription plans at any time, which will be notified to You by email at least thirty (30) days prior to the effective date on which such modifications are to be applied.

FSA reserves the right to change the prices of the different Subscriptions. In the event of a change in fees, such change will be notified thirty (30) days before the price change affecting your Subscription, by email to the email address registered in your account, and will apply in the next Billing Cycle that You are required to pay. If You do not wish to accept the price change of your Subscription, You may cancel your Subscription in accordance with the instructions included in these Terms and Conditions, which may also be reiterated in such email. The cancellation will take effect at the end of the current Billing Cycle or the promotional period agreed under the terms of your Promotion, where applicable.

If You do not cancel your Subscription once the price change enters into force and before your new Billing Cycle begins, You authorize FSA to renew your Subscription in the next Billing Cycle applying the price in force at the time of such renewal.

RIGHT OF WITHDRAWAL AND CANCELLATION OF SERVICES

Where provided for by the applicable regulations, the Client shall have a right of withdrawal from the purchase made through the Service website and may therefore withdraw from the provision of the Services or specific special Promotions within a maximum period of fourteen (14) calendar days from the date of formalization of the Subscription. This right shall not apply to successive renewals of your Subscription, but only to your initial Subscription.

Notwithstanding the above, You will lose this right of withdrawal if You start using the Service. In such a case, You acknowledge and accept that by using the Service, You waive your right of withdrawal.

Such withdrawal must be requested by You by sending an unequivocal statement to the postal address Calle Velázquez, 10, 2º, 28001, Madrid or by email to ab@atlas-reanalytics.com. In this communication, You must clearly identify yourself and state your decision to withdraw from the contracted Services within the indicated period.

If You exercise this right within the time and in the manner provided herein, the refund of the amount paid for your Subscription will be made using the same means of payment with which such Subscription to the Service was purchased, deducting any applicable refund costs charged by the Payment Platform, which will be borne by You.

The refund corresponding to the withdrawal will be made within 14 calendar days or, if longer, within the maximum period permitted by the applicable regulations from the date on which the decision to withdraw from the contract has been effectively and unequivocally communicated.

For clarification, it is recalled that it will not be possible to exercise the right of withdrawal in the following cases:

• When the Service has been provided, that is, once the Client has used the Service totally or partially.
  
  
• When the exercise of this right is not carried out by the Client who contracted the Service, their successors in the event of death and/or legal guardians.
  
  
• When any of the other cases specified in Article 103 of Royal Legislative Decree 1/2007 of November 16, approving the revised text of the General Law for the Defense of Consumers and Users and other complementary laws, apply.
  
  

In addition to the above, You may cancel your Subscription at any time. Once your intention to cancel has been notified, your Subscription will be deemed cancelled at the end of the current Billing Cycle, according to the Subscription You have contracted. Amounts already paid to FSA will not be refunded, nor will we grant credit to Clients in the event of early cancellation for periods within the current Billing Cycle that have been partially used. Cancellation of your Subscription will take effect, for all purposes, at the end of the current Billing Cycle.

INTELLECTUAL PROPERTY

The Intellectual Property rights over the Software and all elements that compose it and/or are related to it, including but not limited to: technological developments, technical documentation and manual, source code, the design of analyses and reports, preparatory materials, other manuals, diagrams, content, any other designs, interfaces, the algorithms used and any other elements protected by intellectual property rights related to the Fragua software, its modifications and/or future versions, as well as trademarks and distinctive signs, are the sole and exclusive property of FSA. These intellectual property elements, as well as any other elements that compose or are related to the Service and generate intellectual property rights, whether owned by FSA or licensed by third parties, including the software program (both its source code and object code) and the structure of its database described in this paragraph, shall hereinafter be collectively referred to as “Intellectual Property Elements” or “Intellectual Property”.

FSA shall be the sole and exclusive owner of all rights relating to the Intellectual Property Elements, which in no case shall be considered transferred and/or assigned to the Client, and may only be used in relation to the Service as detailed below.

By virtue of the Subscription contracted by Clients, FSA only grants the Client a non-exclusive, non-transferable license with no right to sublicense to third parties, solely for the purpose that the Client and the Authorized Users, as provided herein, may use the Software through the platform made available by FSA for this purpose and for the purposes for which it has been designed, and not for any other purpose.

It is expressly forbidden to modify and/or create other software and/or derivative works of the Software, to analyze, decompile or perform reverse engineering of it, as well as to sell, rent, distribute, lend, license or allow access to the Software to third parties other than the Client and, where applicable, the Authorized Users.

All other content on the Service website, understood as, by way of example but not limitation, texts, photographs, graphics, images, icons, technology, links and other audiovisual and/or sound content, as well as its graphic design and layout, are the property of FSA or third parties who have granted licenses to FSA, and these may not be understood as transferred in any way to the Client or Authorized Users, nor any exploitation rights over such elements recognized by current intellectual property regulations.

AVAILABILITY AND INTERRUPTIONS OF THE SERVICE

FSA will make its best efforts to make the Service available to You 24 hours a day, 365 days a year. However, FSA shall not be liable for any damages that may be caused to Clients by possible errors or omissions in the content or information provided, lack of availability of the Service, whether due to its own causes or third parties, its temporary suspension for reasons related to its improvement, maintenance or review, or for any other reason, including force majeure, acts of God, intervention by a third party or by You.

If a scheduled interruption of more than six (6) hours occurs, FSA will notify at least by including a notice within the service itself by means of a pop-up, whenever technically possible and within a reasonable time, informing of the dates of the maintenance operations. FSA undertakes to ensure that such improvement and maintenance works are carried out in the shortest possible time.

FSA shall only be liable for lack of availability of the Service if the provision thereof is interrupted for reasons directly attributable to and under the control of FSA for a period exceeding seventy-two (72) hours, whether continuously or intermittently, within the same calendar month, in which case FSA will refund the portion of the monthly fee corresponding to the time exceeding such seventy-two (72) hours of interruption of the Service from the receipt of your fault notification, or will apply the corresponding discount to the fee for the next Billing Cycle.

For these purposes, the following shall not be considered as lack of availability: (i) interruption of the Service as a result of improvement, maintenance or review works of the content and/or Service; (ii) abnormal operation of the Service due to causes attributable to the Client or to third parties, force majeure or any other causes not attributable or external to FSA.

WARRANTY EXCLUSION AND LIMITATION OF LIABILITY

You acknowledge and accept as an essential condition that the Service is provided “as is” as designed and without warranties of any kind. Except in the event of gross negligence or wilful misconduct attributable to FSA, all warranties or conditions, whether express, implied or statutory, are expressly excluded, including, by way of example and without limitation, warranties or conditions of merchantability, fitness for a particular purpose, accuracy, completeness, availability, security, compatibility, satisfactory quality, and non-infringement of third-party rights, and/or their equivalents under applicable law.

Likewise, You acknowledge and accept that FSA does not warrant that the content or information provided by the Service is free from errors, viruses or other harmful or inaccurate components.

FSA provides no warranty as to the information received by You, the analyses and/or conclusions drawn by the Client from use of the Service and, in particular, does not guarantee that such information is accurate, error-free, uninterrupted or failure-free and/or that it aligns with market realities and/or the needs of Clients.

FSA has developed and continues to develop the Service on an ongoing basis in order to make its best efforts to obtain analyses, calculations and estimates as accurate as possible, without prejudice to the fact that they are partly based on information from sources external to FSA and databases prepared by third parties, for which FSA is not responsible and, therefore, FSA cannot be held liable for inaccuracies and/or errors arising from the use of such information to provide the Service.

Except in the event of gross negligence or wilful misconduct, FSA shall not be liable for indirect, special or consequential damages of any kind, including loss of profit and/or loss of assets, even if we have been advised of the possibility of such damages, arising from your use or inability to use the Service, regardless of the cause. FSA shall not be liable for delay or non-performance resulting from a cause beyond its control. The limitations of liability set out in this section shall apply regardless of the legal theory on which they are based (tort, breach of warranty, strict liability or otherwise), even if FSA has been advised of the possibility of such damages.

In light of all the above, the information, analyses, recommendations and/or conclusions provided by the Service must be treated as purely informative, and FSA shall not be liable for the uses made of such information by the Client and/or decisions taken on the basis of it. In connection with the foregoing and to the maximum extent permitted by law, FSA disclaims liability and excludes all warranties, whether express or implied, in respect of the use of the Service and the information provided by it by the Client, including, by way of example but not limitation, fitness for a particular purpose, transactions carried out and/or decisions made by the Client on the basis of the use of the Service.

In any event, FSA warrants that the Service does not infringe any intellectual or industrial property rights, trade or business secrets or, in general, any rights of third parties and, therefore, undertakes to hold the Client harmless from any third-party claim arising therefrom.

For clarification and to the fullest extent permitted by law, the Parties exclude all liability arising from:

• Use of the Service other than as permitted;
  
  
• Failures due to not having the appropriate technical equipment to receive the Service;
  
  
• Termination or restriction of the Service, in whole or in part, in accordance with these Conditions;
  
  
• Acts or omissions of providers and/or licensors beyond the control of FSA;
  
  
• Errors or viruses that may be present or occur during use of the Service;
  
  
• Any delay, act, omission or failure related to the provision of the Service and any content;
  
  
• Any use of the Service contrary to law or to these Terms and Conditions;
  
  
• Decisions taken by the Client based on information obtained from the Service.
  
  

Notwithstanding the foregoing, to the extent FSA is declared legally liable to the Client for any reason, FSA’s total liability to the Client for any claims brought by the Client or third parties under this Agreement shall not exceed in aggregate an amount equivalent to two (2) times the total amount of the fee corresponding to the current Billing Cycle.

SUSPENSION OF THE SERVICE

In the event of non-payment relating to the Service, FSA reserves the right, without prior notice, to immediately suspend the Service to the Client. If the situation is not regularized, FSA may, at its sole discretion, automatically terminate the Contract; all this without prejudice to FSA’s right to claim any outstanding amounts and any damages that may have been incurred.

FSA reserves the right to modify, cancel and/or suspend the availability of the Service at any time, temporarily or permanently, at its sole discretion and for any reason. In this regard, prior to cancellation, FSA undertakes to notify Clients of the upcoming cancellation of the Services at least thirty (30) days before it takes place. Such notice must be sent by email and, where feasible, published in the Service itself and/or on its website. Once this notification period has expired, Clients will no longer be able to use the Services contracted up to that time and will not be charged any additional costs. Registered Users shall have no claim against FSA in this case, except for the refund of the proportional part of their unused Billing Cycle, provided that FSA has complied with the prior notification period established above.

If FSA considers that You, your Authorized Users or third parties to whom You have granted access are using or have used the Service in breach of these Terms and Conditions, applicable legislation and regulations, or in a manner different from its natural purpose and in accordance with all other applicable guidelines and requirements, You agree that FSA may restrict, suspend or terminate your access to part or all of the Service. In such a case, FSA will notify You at least by sending an email to the email address listed in your account. Notwithstanding the foregoing, FSA may restrict or suspend your access to the Service for justified reasons and with reasonable prior notice, which may be communicated electronically, including but not limited to (a) requests from law enforcement or other public bodies, (b) unforeseen technical issues or problems, or (c) if FSA reasonably believes that your Service account has been created fraudulently, or that fraudulent access has been made to your Service account, or if any person uses your account or user credentials to commit fraud or for any purpose other than its natural purpose or contrary to these Terms and Conditions.

FSA shall not assume any liability to You, your Authorized Users or any third party for the restriction, modification, suspension or cancellation of your access to the Service, except in cases of gross negligence or wilful misconduct by FSA.

Upon cancellation of the Subscription to the Service for any of these reasons, You will immediately lose the right to access the Service, without any compensation and/or refund being due to You for this reason.

CONFIDENTIALITY

Under this Agreement, the Parties may have access to information that is confidential to the other Party, solely for the purpose of performing this Agreement. Confidential information shall include the terms and fees payable hereunder, as well as email accounts and any information clearly identified as such. The Parties agree not to make the other Party’s confidential information available in any way for any purpose other than the implementation and performance of this Agreement, without the prior written consent of the holder of such information. This obligation shall survive the revocation, termination or expiry of this Agreement and/or your Subscription, unless the information becomes public for a reason other than breach of the confidentiality obligation established herein.

The Parties further undertake not to provide the other Party’s confidential information to third parties for any purpose other than the performance of this Agreement. Each Party undertakes to take all necessary measures to ensure that the confidential information is not disclosed or distributed by its employees or agents in breach of the provisions of this Agreement. In any event, the Parties undertake to ensure that third parties to whom they disclose confidential information in accordance with this Agreement sign confidentiality undertakings containing clauses providing for a level of protection equivalent to or higher than that set out in this clause.

PRIVACY POLICY AND DATA PROTECTION

When contracting the license to use the Service, You will be asked for certain personal data that are strictly necessary for the provision of the Service, contracting and billing. The processing of such data by FSA will be carried out in strict compliance with the applicable regulations, as set out in the Privacy Policy.

APPLICABLE LAW AND JURISDICTION

The Parties expressly agree that the provisions of these Terms and Conditions constitute the Agreement between them, derived from their acceptance, and that it shall be governed by and interpreted in all its terms and conditions in accordance with current Spanish legislation.

The Parties expressly submit any issues or disputes that may arise in relation to the interpretation, performance and enforcement of these Conditions to the jurisdiction and competence of the Courts and Tribunals corresponding to the Client’s domicile or to those of the place of performance of the contractual obligation, i.e. Madrid.

To lodge complaints relating to the use of the Services and/or compliance with these General Conditions, You may contact us by email at ab@atlas-reanalytics.com or by postal mail to the physical address indicated in the heading, and FSA undertakes to seek an amicable solution to your complaint at all times.

Furthermore, in the event of any dispute, You may contact FSA through the European online dispute resolution (ODR) platform via the following link: ec.europa.eu/consumers/odr, in order to submit your complaint to a dispute resolution body authorized by the European Commission.

OTHER PROVISIONS

If any provision or provisions of these Conditions are held invalid and/or unenforceable, in whole or in part, by any competent Court, Tribunal or administrative body, such invalidity or unenforceability shall not affect the remaining provisions. In such a case, the affected clause or clauses shall be replaced by another or others preserving the purpose or essence of the replaced clauses or conditions and this shall not affect the validity and enforceability of the remaining provisions of these Terms and Conditions.

These Terms and Conditions have been made available to the Client with sufficient advance notice, in accordance with applicable legislation. Likewise, FSA provides You with these Terms and Conditions on its website so that You may consult them whenever You deem appropriate, thus complying with the legal duty of prior information.

The provisions of this Agreement which by their nature must remain in force after the termination and/or suspension of your Subscription shall continue in force once it has ended.

FSA may assign its rights and obligations under this Agreement and/or in relation to the Service to any company or person without your consent.

The Agreement derived from the provisions accepted in these Terms and Conditions and the provisions referred to herein constitute the entire agreement between You and FSA in relation to its subject matter and supersede all prior arrangements, understandings, negotiations and discussions between the Parties, whether oral or written, without prejudice to the specific conditions of your Subscription plan. The waiver of any provision of this Agreement shall not be deemed a waiver of any other provision (whether or not similar), nor shall it be deemed a continuing waiver, unless expressly indicated by FSA or otherwise agreed between the Parties.