Terms and Conditions

1. Definitions

1.1 "Agreement" shall mean these General Terms and Conditions and all other legal notices, operating rules, policies, and procedures that may be posted from time to time not limited to the www.anytech365.com web pages but also any terms and conditions contained in communication with Anteco Systems S.L. that describe specific information for example subscription pricing licensing terms or billing information.

1.2 "Criteria" shall mean the set of criteria set forth in the communication with Anteco Systems S.L. for calculating the subscription fee in accordance with the prices stated in the communication with Anteco Systems S.L.

1.3 "Control Panel" means the user interface where the Client can access information about the parts of its IT environment that are monitored by the Product.

1.4 "Data" means any data collected by Anteco Systems S.L. in connection with the customer's use of the Product related to the customer's IT environment including information regarding hardware software and networks and their use by employees and freelancers.

1.5 "Order Confirmation", "Confirmed Order" or "Confirmation of Purchase", "Confirmation" refers to any written or electronic communication such as may be an email or any other form of electronic communication without limitation thereof or any order confirmation or invoice issued by Anteco Systems S.L. to the customer for the Product to be offered by Anteco Systems S.L.

1.6 "Product" refers to the Software and documentation offered.

1.7 "Software" means the object code versions of the Product together with any updates upgrades modifications or enhancements that Anteco Systems S.L. owns and provides to the customer pursuant to this Agreement.

1.8 "Subscription Fee" means the period for which the customer has paid the Subscription Fee or if applicable the period for which the Customer has been granted a time-limited free trial subscription.

1.9 "User", "Customer", "You", "Your" means any person or entity authorized to use the Product whether an employee or self-employed person of Customer.

1.10 "We", "us", "our", "AnyTech365" and "Anteco Systems S.L." refers to Anteco Systems S.L. Ctra Nacional 340 Km 189 Urb. Ricmar Edf. Los Pinos Loc 3 29604 Marbella Málaga Spain.

1.11 "Client", "Customer", "You", "Your" refers to the legal entity with which Anteco Systems S.L. has entered into this Agreement regarding the use of the Product covered by this Agreement.

1.12 "IT" refers to the use of computers and telecommunication equipment to store retrieve transmit and manipulate data.

2. Scope of This Agreement

2.1 Any use of the Product is subject to the provisions of this Agreement.

2.2 In consideration of the applicable Subscription Fee Anteco Systems S.L. shall provide the Product as set forth in Anteco Systems S.L.'s communication.

2.3 Anteco Systems S.L. may modify these General Terms and Conditions from time to time in accordance with section 10 of this Agreement. In accordance with these General Terms and Conditions the latest version will be sent to you by email or any other electronic means of communication and your continued access to or use of the Product will constitute your acceptance of the change to these General Terms and Conditions subject to section 11 below.

3. License

3.1 The Product includes a software agent in the Customer's IT system which provides data to the Control Panel. Anteco Systems S.L. hereby grants you a revocable non-exclusive non-transferable license to reproduce and use any Software provided as a result of the Product as specified in the Order Confirmation and any minor updates provided under this Agreement during the time for which you have paid the applicable Subscription Fee or as applicable the period of the time-limited free trial subscription solely for your own internal use during the Subscription Period. Authorized use shall be limited to the intended use as reflected in Anteco Systems S.L.'s publicly available marketing material which may change from time to time.

3.2 You shall not use the Product to provide service to third parties who do not have an individual license granted by Anteco Systems S.L. hereunder.

3.3 The license is limited to the number of AnyTech365 Security agents specified in Anteco Systems S.L.'s communication.

3.4 Including but not limited to you agree not to assign sell rent lease sublicense loan transfer resell or distribute the Product to any third party or use the Product on behalf of any third party unless otherwise agreed in writing by Anteco Systems S.L. in its sole discretion. Including but not limited to you agree not to copy the Product in whole or in part. Including but not limited to you agree not to modify obscure or remove any proprietary rights notices contained in the Product or documentation and agree to include such notices on all copies. You may not modify the Product make derivative works based on the Product or merge the Product with any other computer program. Including but not limited to you agree not to reverse engineer disassemble or decompile the Product in whole or in part or attempt to derive its source code except solely to the extent that applicable law specifically prohibits such restrictions (such as under sec. 100.5.e of the Spanish Copyright Act provided that you shall first ask us to provide the necessary information shall set a reasonable deadline for us to do so and such deadline has passed without us having provided such information). You agree to use the Product in accordance with all applicable laws and regulations including but not limited to applicable export control laws and regulations of the United States and other jurisdictions.

4. Additional License Terms Relating to the Software and Control Panel

4.1 Users of the Customer's account shall have access to its Control Panel. Users shall use the Software only as agreed in this Agreement and shall not exceed the use defined in this Agreement e.g. by scanning patching or installing the Software on a larger number of devices including but not limited to computers servers NAS UPS printers switches access points etc. or outside the entity or entities with for or on which the Software is intended to be used.

5. Payment Pricing and Billing

5.1 The Subscription Fee and the dates of payment for the Product shall be as set out in the communication from Anteco Systems S.L. The Subscription Fee is set in accordance with the prices on the basis of a number of individual and relevant Criteria which are expressed in the communication from Anteco Systems S.L.

5.2 The Client shall immediately notify Anteco Systems S.L. if at any time during the Subscription Period one or more of the Criteria specified in the communication from Anteco Systems S.L. are exceeded.

5.3 Anteco Systems S.L. has the right to monitor the uses of the Product by Customers to verify that the Criteria specified in Anteco Systems S.L.'s communication are not exceeded. Customer shall inform its Users about that monitoring and recognizes that Anteco Systems S.L. could access to the Product to monitor and confirm that the use of the Product fulfils with the Criteria.

5.4 Upon reasonable notice subject to the Client's reasonable security procedures and during reasonable business hours Anteco Systems S.L. has the right to conduct an audit to verify that the Criteria specified in Anteco Systems S.L.'s communication are not breached.

5.5 In the event that any monitoring or audit reveals an incorrect number of AnyTech365 Security Agent installations use of features such as but not limited to; Patching Tasks Notifications etc. not specified in the Communication with Anteco Systems S.L. the Subscription Fee will be recalculated accordingly. In the event that any monitoring or audit reveals that there is an incorrect amount of AnyTech365 Security Agent installations the use of features such as but not limited to; Application of patches tasks notifications etc. not specified in the Communication with Anteco Systems S.L. exceeds by 5% or more Customer shall promptly pay Anteco Systems S.L. the reasonable internal and external costs incurred with respect to such monitoring or audit.

5.6 All sales are final. No amount shall be refunded in the event that Anteco Systems S.L. considers that one or more of the Criteria set forth in the communication with Anteco Systems S.L. differ from what was agreed.

5.7 Any value added tax state sales tax customs duties check fees and similar public charges shall be paid by the Client.

5.8 Payment terms shall be thirty (30) calendar days from the Subscription start date for annual subscriptions unless otherwise agreed between Anteco Systems S.L. and the Customer. Payment terms shall be due upon receipt of receipt of payment unless otherwise agreed between Anteco Systems S.L. and the Client. All payments shall be made by payment card (e.g. Mastercard Visa Debit etc.) in USD (US Dollar). All undisputed amounts remaining unpaid after the payment due date and all disputed payments paid after the resolution of such dispute shall bear interest from the original payment due date until the date such amounts are paid at the lower of (a) 1% per month and (b) the highest interest rate permitted by law.

5.9 The Initial Subscription Fee shall be paid prior to providing access to the Product.

5.10 Anteco Systems S.L. reserves the right to modify the price of its subscription at any time following the procedure under section 10. . Price changes will take effect at the beginning of the next subscription period following the date of the price change. If you do not agree to the price change you have the right to reject the price change by terminating your paid Subscription before the price change takes effect.

6. Confidentiality

6.1 Any information with which the Client may come into contact which is not public knowledge and is only available through contact with Anteco Systems S.L. shall be considered confidential information. This includes but is not limited to any information on pricing technology software or products. The Client must use its common judgment in deciding whether information is confidential and above all must seek the approval of Anteco Systems S.L. before disclosing any information about which it may have doubts. The Client understands that information considered confidential is of value to Anteco Systems S.L. and will hold all information with the same level of confidentiality as personal information. The Client agrees to keep all confidential information available on standard non-disclosure terms and will not make such information available or disclose such information to any third party without the prior written consent of Anteco Systems S.L. The Client will not modify or copy in any way the confidential information made available to it. In the event that the Client discloses any information without prior written approval from Anteco Systems S.L. Anteco Systems S.L. shall be permitted to seek remedies including but not limited to legal assistance and termination of the Client's subscription. Client may use any and all information provided by Anteco Systems S.L. strictly as permitted. In addition any and all information provided to the Client shall remain the property of Anteco Systems S.L. and shall be treated as such. The Client agrees to hold Anteco Systems S.L. harmless in case of loss damage theft etc. for any reason whatsoever. This implies that the payment of attorney's fees court costs and loss of funds that may occur due to such negligence shall be borne by the Client. This confidentiality agreement shall serve as the entire agreement between the Parties and shall supersede any prior agreements entered into in writing or orally by the Parties. The obligations of this non-disclosure agreement shall survive indefinitely even until the termination or conclusion of this agreement. The Parties agree to refrain from selling transferring or delegating any of the provisions of this agreement to any third party without the prior written consent of the responding party. Any third party entering into this agreement shall be subject to all terms and conditions contained in this agreement as such. This confidentiality agreement shall be under the jurisdiction of Spain and all legal proceedings arising in connection with this agreement shall be conducted in accordance therewith. The prevailing party in such proceedings shall have the opportunity to seek indemnification for all legal costs arising from such proceedings.

7. Data Protection

7.1 By accepting this Agreement the Client agrees that the information relating to the Client its employees customers and suppliers that is provided to Anteco Systems S.L. in connection with this Agreement and the data collected by the Product shall be processed (including but not limited to collection transfer storage compilation analysis and monitoring) by Anteco Systems S.L. which acts as data controller. Personal data is provided by Client and is processed for the following purposes: : (a) the provision of the functionalities of the Product based on the execution of the Agreement; (b) to respond to your request for information and to contact you with possible solutions to problems identified with your IT environment based on the execution of the Agreement; (c) to prepare aggregate statistics about your use of the Product to third parties provided that such transfer to third parties is aggregated so that it does not identify a particular person or company based on our legitimate interest.

7.2 Anteco Systems S.L. will transfer personal data to web service providers for the purpose of supporting and supporting the functionality for which the Product is intended. Anteco Systems S.L. will only grant access to personal data to those service providers who have concluded a data processing agreement. Where the legal ground is our legitimate interest we have carried out a legitimate interest assessment where those legitimate interests impact ponderation and guarantees have been analysed. You can request a copy of such legitimate interest assessment at the addresses indicated herein. At any case to the extent the data processing activity is based on our legitimate interest you can also exercise your right to object to such processing on grounds relating to your situation at any time. In such case we undertake not to process your personal data any longer unless we can demonstrate compelling legitimate grounds for the processing which override your interests rights and freedoms or for the establishment exercise or defence of legal claims.

7.3 The Client hereby guarantees that if it provides personal data of its employees and customers to Anteco Systems S.L. it has collected their express consent beforehand or under any other legal basis applicable in compliance with data protection legislation.

7.4 The Client may at any time inform Anteco Systems S.L. in writing that it does not wish to continue the collection of data in accordance with this Agreement. Where the Client exercises its right to prevent data processing Anteco Systems S.L. shall be entitled to terminate this Agreement immediately upon written notice and in accordance with the provisions of Section 10 of this Agreement. Such notice shall not affect Anteco Systems S.L.'s right to continued use of the aggregated Data in a manner that does not identify an individual person or company.

7.5 The Customer agrees that Anteco Systems S.L. may use the email addresses provided to send the Customer recommendations for possible solutions to issues identified with the Customer's IT environment, as well as to send the Customer notifications about product updates and improvements, company news, and events based on our legitimate interest. The Customer may opt out of this service at any time by sending an email requesting un-subscription to the following address: customerservice@anytech365.com.

7.6 Please read our General Privacy Policy and for European customers, in addition, read the Data Protection and Security Agreement, the Protection and Processing of Personal Data, and the Basis for Processors and Subcontractors for more information on how we collect, use, and share information and data. There is no international data transfer over personal information outside the European Economic Area.

7.7 We retain your personal information for as long as it is necessary for the purposes set out herein unless required by our legal obligations to retain it for longer. To determine the appropriate retention period for information, we consider the nature of the information, its purposes and whether we can achieve those purposes through other means, and all applicable legal requirements.

7.8 Once the purposes set out in this Agreement have been performed, or you revoke the consent (whenever this is the legal ground to process your personal information), we will keep your personal information duly blocked for an additional period of time only to make it available for any competent authority or courts for as long as required to comply with any statute of limitation and applicable legal retention periods.

7.9 Clients may exercise the following rights subject to any terms envisaged in the applicable regulation by written notice to customerservice@anytech365.com: right to access, right to rectification, right to request deletion, right to request restriction to the processing of personal data, right to object to the processing of personal data, right to portability. Clients may also file a claim before the competent authority, the Spanish Data Protection Agency.

8. Intellectual and Industrial Property Rights

8.1 All intellectual and industrial property rights, including patents, copyrights, trademarks, trade secrets, documents, copyrights, databases, and any other material provided to the Client in performance of this Agreement arising and created under and/or in connection with this Agreement shall remain the property of Anteco Systems S.L. and/or its licensors as the case may be automatically and immediately upon creation.

8.2 Information acquired from a third party may be subject to proprietary rights of that third party.

9. Limitation and Disclaimer of Liability

9.1 The Product will monitor, detect, and disclose possible risks and deficiencies in the Client's IT system and possible breaches of the Client's company policies in relation to the use of the IT system.

9.2 However, the product is provided on an "as is" and "as available" basis without warranty of any kind, either express or implied, including but not limited to implied warranties and warranties of merchantability or fitness for a particular purpose or warranties of quality or performance to the fullest extent permitted under applicable law. To the fullest extent permitted by applicable law, Anteco Systems S.L. does not warrant that: (a) the operation of any of the products will be uninterrupted or error-free; (b) that the functions contained in the product will operate in combinations that can be selected for customer use or meet customer requirements (including regulatory requirements) or requirements in the customer's jurisdiction; or (c) that the product will detect all vulnerabilities, deficiencies, and possible non-compliance with company policies. To the fullest extent permitted by law, any condition or warranty which might otherwise be implied by this agreement is excluded.

9.3 To the maximum extent permitted by applicable law, in no event shall Anteco Systems S.L. be liable to the Customer for indirect, special, incidental, punitive, or consequential damages (including loss of profits, revenue, or data) arising out of or in connection with your use of the product or this agreement, however caused, and under any cause of action or theory of liability stated (including under any contract, negligence, or other theory of liability in tort) even if advised of the possibility of such damages.

9.4 If you are acting as a consumer, i.e., for purposes which are outside your trade, craft, business, or profession, this paragraph 4 and the following paragraph shall fully replace the foregoing three paragraphs of this Section (Limitation and Disclaimer of Liability): Nothing in this Agreement shall have the effect of excluding or limiting our legal liability under applicable law in the event of (i) death or personal injury; (ii) fraudulent misrepresentation or fraudulent concealment of defects of the Product; (iii) loss and futile expenses caused by willful intent or gross negligence; (iv) a breach of a contractual guarantee as to the quality of the product (if any); or (v) other cases where liability cannot be excluded or limited by agreement in advance (such as, e.g., under applicable product liability laws). Subject to the foregoing sentence only:

• a. We will not be liable for your loss and futile expenses (jointly the “Damages”) caused without any negligence or intent on Anteco Systems S.L.;
• b. We will not be liable for your Damages caused by the breach of a non-material contractual obligation caused with only slight negligence;
• c. Our liability for the breach of material contractual obligations with only slight negligence will be limited to those Damages foreseeable to the parties at the time of the conclusion of the agreement between You and us that typically arise in transactions of this kind. For this purpose, a material contractual obligation is deemed an obligation the fulfillment of which is a prerequisite for enabling the proper fulfillment of the contract and on the fulfillment of which You may generally rely;
• d. Where we provide the Product to you free of charge, we will not be liable for damages caused with only slight negligence.

9.5 If You are acting as a consumer, your use of the product may be covered by warranties against defects under applicable law. These warranties may include rights to have defective Product brought into conformity by repair or replacement free of charge, including by receiving necessary updates to the Product. Nothing in this Agreement limits or excludes your statutory warranty rights and claims.

9.6 To the maximum extent permitted by applicable law, Anteco Systems S.L.'s aggregate cumulative liability to you (or any third party) in connection with your use of the Product or this Agreement shall not exceed the subscription fee paid and payable by you to Anteco Systems S.L. during the twelve (12) months prior to the claim giving rise to such liability.

10. TERM TERMINATION AND CHANGES TO THE TERMS AND CONDITIONS

The term of this Agreement shall commence on the date of first availability of the Product for Customer's use and shall continue for the Subscription Period which may be monthly or yearly. Either party may terminate part or all of the Product by giving written notice to the other party not less than three (3) months prior to the end of the then-current Subscription Period. To be valid any notice of termination by the Customer to Anteco Systems S.L. must comply with Section 11 (notifications).

Either party may terminate this Agreement effective immediately upon written notice to the other party (a) if the other party breaches any provision of this Agreement (including failure to pay fees) and such breach is not sorted within thirty (30) days after written notice is received by the breaching party; (b) if the other party commits an irremediable breach of this Agreement or repeats any breach that has previously been the subject of a notice under paragraph (a) above.

If either party becomes bankrupt or otherwise ceases to operate, the other party may terminate this Agreement with immediate effect unless the provisions of applicable insolvency laws prevent such termination. If under applicable insolvency laws the bankruptcy estate is entitled to become a party to this Agreement notice must be given to the other party in writing if it is desired that the estate become a party to this Agreement. Such notice must be given within five (5) business days of the request to that effect. If either party requests a suspension of payments or enters into negotiations for a binding arrangement with creditors or if as a result of the party's financial condition it is unlikely to be able to comply with this Agreement the other party may terminate this Agreement with immediate effect.

If the Customer is in breach of this Agreement (including failure to pay fees) Anteco Systems S.L. has the right to disable the Customer's access to the Product until such breach is resolved provided that Anteco Systems S.L. notifies the Customer of the details of such breach. The Client will continue to be charged subscription fees and other charges during any period of suspension.

Anteco Systems S.L. reserves the right to make changes to the scope and content of the Product the Agreement or any part thereof at any time. Changes that result in a significant limitation material modifications of the Agreement or elimination of functionality in the Product are subject to thirty (30) days' notice to Costumer If the Customer does not accept a change or modification of the Agreement or the Product the Customer may terminate the Agreement with expiration of the current Subscription Period by notifying Anteco Systems S.L. in writing within thirty (30) days' notice.

If new regulations or legislation by public authorities or other entities require Anteco Systems S.L. to make changes to the Product or its services or in case of changes due to an imminent danger Anteco Systems S.L. may terminate this Agreement without prior notice.

No refund will be made if the customer terminates this Agreement due to changes to these General Terms and Conditions. Upon termination of this Agreement or the rights granted hereunder the customer shall immediately discontinue use of the Product and uninstall and suspend use of the Software affected by such termination and promptly certify to Anteco Systems S.L. that it has discontinued use and returned or destroyed all copies of the affected Software in its possession including all documentation relating thereto.

Those provisions of this Agreement which by their terms or nature are intended to survive termination or expiration of this Agreement shall survive and remain in full force and effect.

11. MISCELLANEOUS

These conditions of contract are governed by Spanish legislation. The Courts of Málaga will have jurisdiction over any disputes brought before it arising from this contract unless another jurisdiction applies preferentially due to a legal provision. In the event of any dispute that may arise in relation to the fulfilment of this contract the parties agree that they will try to reach an amicable agreement in good faith before the use of any other means of conflict resolution. AnyTech365 is a member of Confianza Online (Non-profit association) registered in the Spanish National Registry of Associations Group 1 Section 1 national number 594400 CIF (Tax ID) G85804011 Calle la Palma 59 Bajo A. 28015 Madrid (Spain) telephone (+34) 91 309 13 47 and fax (+34) 91 402 83 39 (http://www.confianzaonline.es).

Furthermore in compliance with the provisions of the Alternative Dispute Resolution Law we inform consumers that as a member entity and under the terms of the Code of Ethics users may call on Confianza Online for the alternative resolution to potential disputes (https://www.confianzaonline.es/como-reclamar/formulario-de-reclamaciones/). If these refer to electronic transactions with consumers or are regarding data protection when they are related to this area complaints will be resolved by Confianza Online’s Mediation Committee accredited for the alternative resolution of consumer disputes. If the complaints revolve around digital advertising or data protection related to this area they will be subjected to the Advertising Self-regulation Association. In addition the European Union online dispute resolution platform can be accessed by following this link: https://ec.europa.eu/consumers/odr/main/?event=main.home2.show

Neither party may assign any of its rights or obligations hereunder whether by operation of law or otherwise without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing either party may assign this Agreement in its entirety without the consent of the other party in connection with a merger acquisition corporate reorganization or sale of all or substantially all of its assets. Subject to the foregoing this Agreement shall bind and inure to the benefit of the parties their respective successors and permitted assigns.

In the event that any provision of this Agreement is held by a court of competent jurisdiction to be illegal invalid or unenforceable the court shall modify or reform this Agreement to give the maximum possible effect to such provision. Any provision that cannot be modified or reformed shall be deleted and the remaining provisions of this Agreement shall continue in full force and effect.

All notices provided hereunder shall be in writing delivered personally by email or other electronic means of communication or sent by express registered or certified mail to the addresses provided in the communication between the customer and Anteco Systems S.L. or any other address. As may be specified in writing by notice given in accordance with this paragraph. All such notices shall be deemed delivered: (a) upon receipt when delivered personally; (b) upon receipt when delivered by email; or (c) in the case of overnight courier service one business day after delivery to the overnight courier service.

Performance of any obligation required by a party hereunder may be waived only by a written waiver signed by an authorized representative of the other party which waiver shall be effective only with respect to the specific obligation described therein. Any waiver or breach of any provision of this Agreement on one occasion shall not be deemed a waiver of any other provision or of such provision on any other occasion.

Neither party shall be liable for failure or delay in its performance under this Agreement (except for any payment obligation) due to causes beyond its reasonable control including but not limited to labour disputes strikes lockouts shortages or inability to obtain labour energy raw materials or supplies war terrorism riots natural disasters or governmental action.

Anteco Systems S.L. and Client are and shall be deemed to be independent contractors with respect to the subject matter of this Agreement and nothing contained in this Agreement shall be deemed or construed in any way to create any partnership joint venture employment agency fiduciary or other similar relationship between Anteco Systems S.L. and Client.

This Agreement may be executed in any number of counterparts each of which when so executed shall be deemed an original and all of which together shall constitute one and the same agreement.

This Agreement including the communication with Anteco Systems S.L. constitutes the entire agreement and understanding of the parties with respect to the subject matter of this Agreement and supersedes any and all prior understandings and agreements whether oral or written between the parties with respect to the subject matter of this Agreement.

By clicking "ACCEPT" or if you have already clicked "ACCEPT" by continuing to access or use the Product you acknowledge and agree that (a) you have read this agreement in its entirety (b) you agree to be bound by the terms of this agreement and (c) your obligations under this agreement are binding and enforceable. Print a copy of this agreement for your records.