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Ewala IT services, S.L., with Tax ID Number ESB42987651 and registered address at Llanera (Asturias), Calle Peña Brava No. 21, Office 1B of Silvota Industrial Park, Postal Code 33192, hereinafter referred to as "EWALA," with email address for inquiries and support issues at soporte@ewala.es; and
On the other hand, THE CLIENT, who reads and accepts by clicking on "I have read and accept the Terms and Conditions" or a similar link, by using our services (described below), agrees to enter into a legally binding contract with Ewala (even if you are using our Services on behalf of a company). If the client does not agree with this contract ("Agreement" or "Terms of Use"), they should not click on "Join now" (or any other similar link) and should not access or otherwise use our Services.
1. EWALA is a Spanish business company engaged, among other activities, in the development and commercialization of computer tools intended for use in the field of cybersecurity.
2. EWALA is the exclusive owner of the software described in the "Licensed Version Data" section of this agreement (hereinafter referred to as the "Software"), which allows for the detection of information leaks with significant potential impact, whether from a reputational or economic standpoint, within a company.
3. EWALA markets this Software as a service, enabling its customers to use it via the Internet without the need to install it on their own equipment, through the technology known as "cloud computing."
4. The CLIENT is interested in using the Software for their own use, and having reached an agreement to that effect, the parties agree to enter into this Cloud Computing Services Agreement, subject to the following terms and conditions.
1.1. The object of this Agreement is the provision of computer services (hereinafter referred to as the "Services") by EWALA to the CLIENT, utilizing the technology known as "cloud computing."
The use of the Software governed by this Agreement is authorized solely for professional purposes. The use of the Services by minors is not permitted. The prior and express acceptance of these Service Terms and Conditions is a necessary condition for the use of the Software by any person.
1.2. The Services specifically include the following provisions:
a. Making the Software available to the CLIENT through the Internet, in the form known as "software as a service" (SaaS).
b. Performing a series of additional tasks related to the Software, such as developing updates, introducing improvements, storing information, and providing technical support, depending on the type of license contracted.
2.1. Under this Agreement, the CLIENT may use the Software described in the "Licensed Version Data" section of this Agreement through any device that has a broadband Internet connection and meets the technical requirements for its use.
2.2. The Software, as mentioned in the preamble of this Agreement, is dedicated to detecting information leaks by early detection on the Deep Web, Surface Web, and other distribution channels (WhatsApp, Telegram, etc.), through entity monitoring. In this regard, only the monitoring of the CLIENT's own data for lawful security purposes is permitted.
2.3. Depending on the chosen plan and type of license, the following services are included:
a) Lite: Monitoring of twenty (20) email accounts + Access to the company dashboard.
b) Standard: Monitoring of one (1) Tax Identification Number (ID), one (1) Corporate Domain, four (4) Bank Accounts/Payment Cards, thirty-three (33) email accounts, and five (5) User Accounts + Access to the company dashboard.
c) Premium: Monitoring of one (1) company ID, three (3) Corporate Domains, eight (8) Bank Accounts/Payment Cards, fifty (50) email accounts, and thirty (30) User Accounts + Access to the company dashboard + 8x5 Monitoring and Support, and investigation of 2 critical alerts per month.
d) Premium +: Monitoring of four (4) company IDs, six (6) Corporate Domains, twenty (20) Bank Accounts/Payment Cards, two hundred (200) email accounts, and fifty (50) User Accounts + Access to the company dashboard + 8x5 Monitoring and Support, and investigation of 5 critical alerts per month.
e) Tailored: Number and type of entities to be agreed upon between the client and Ewala.
The schedule and scope of the monitoring and support service are outlined in stipulation ten of this Agreement.
2.4. Furthermore, at the CLIENT's discretion, EWALA may investigate the circumstances and origins of the detected leaks. In this regard:
a. Depending on the services included in the contracted plan, a certain number of investigations regarding the origin of the information leak will be included with the service.
b. Any additional investigations requested by the CLIENT that are not included in the initially contracted services will be billed separately.
2.5. Regarding Additional Services, they mainly consist of the following:
a. Updates and introduction of improvements: EWALA will carry out the necessary tasks to correct any errors that may arise in the Software and implement any improvements developed for this purpose. It will also install any new major versions of the Software that are released during the duration of this Agreement.
b. Technical support: EWALA provides the CLIENT with contact information to address technical issues. The schedule and scope of this service are outlined in stipulation ten of this Agreement.
c. Information storage: Both the information generated as a result of using the Software and the information uploaded by the CLIENT will be stored on EWALA's servers for access through the Software.
d. Software accessibility: EWALA will maintain the Software accessible via the Internet at all times, subject to the limitations provided in stipulation ten of this Agreement.
e. Backup copies: EWALA will perform backup copies of all data that the CLIENT hosts on its servers as a result of using the Software. The scope of this service is as outlined in stipulation ten of this Agreement.
2.6. EWALA will provide the CLIENT with a personal and non-transferable username and password. In the event of loss or theft of these credentials, or if there are suspicions of unauthorized access to the Software by third parties, the CLIENT shall immediately notify EWALA in order to take appropriate technical measures to prevent unauthorized access.
2.7. The Services are non-transferable, meaning that their assignment to third parties, leasing, sublicensing, subleasing, or any other transmission of the technical information that the CLIENT may have received under this Agreement is not permitted.
2.8. EWALA may modify the Software by including improvements, offering and withdrawing features, updating the Software, making modifications to its interface, etc. However, this shall not be construed as a modification of the Services or as a customized development in favor of the CLIENT.
3.1. The intellectual property rights of all elements comprising the Software, including its source code, design, structure, technology, documentation, manuals, and other elements contained therein, as well as its improvements and updates, are owned by EWALA or are subject to its rights of use and exploitation, as the case may be. All these elements are protected by laws on Intellectual and Industrial Property, and their reproduction, distribution, public communication, and transformation beyond the limits provided in this Agreement are strictly prohibited. All rights not expressly granted are reserved by EWALA.
3.2. Through this Agreement, a non-transferable and non-exclusive license to use the Software is granted to the CLIENT. The Software will be made available to the CLIENT via the Internet, without any territorial limitations, for the purpose, duration, and other limitations specified in this Agreement and under applicable law, conditioned upon the CLIENT's compliance with the terms provided in this Agreement.
3.3. Without prejudice to the provisions of clause four, the license extends to the use of the Software by end users, understood as those individuals who need to use the software to carry out any activity for the CLIENT (hereinafter referred to as the End Users), within the limits provided in the "Licensed Product Data" section of this Agreement. This license is granted solely for the purpose of enabling them to use the Software and does not imply the grant of any other rights.
3.4. Unless otherwise provided by law, the CLIENT may not engage in reverse engineering, decompile, disassemble, or attempt in any way to discover the source code of the Software.
Without prejudice to the other obligations assumed in this Agreement, the CLIENT undertakes to comply with the following:
a. Provide EWALA with the assets to be monitored, limited to data and accounts owned by the CLIENT, and in no case engage in unauthorized monitoring of third-party accounts or assets.
b. Respect and comply with this Agreement, as well as the conditions of use of the Software.
c. Use the Software and its services and functionalities for lawful security purposes, respecting applicable laws (especially those regarding intellectual and industrial property), as well as generally accepted morals, good customs, public order, and these terms of use.
d. Refrain from infringing any rights or interests of EWALA or third parties, such as intellectual or industrial property rights (including patents, trademarks, trade secrets, copyrights, or other exclusive rights that may be protected under current regulations).
e. Not introduce, by any means, computer viruses, worms, trojans, or any other kind of malicious code aimed at interrupting, destroying, or limiting the functionality of the Software.
f. Not engage in reverse engineering, decompile or decrypt, or use any other system to ascertain the source code of the Software or any underlying copyrighted or intellectual property element, nor modify it in any possible way, except to the extent that such activity is expressly permitted by applicable law.
g. Not take actions or use means to simulate the appearance or function of EWALA, for any purpose.
h. Pay the price for the licenses and services according to the agreed economic conditions.
5.1. The Parties agree that the price of the license granted under this Agreement, the payment terms, and other financial conditions shall be as set forth in the NINTH CLAUSE "Financial Conditions" of this Agreement.
5.2. Unless otherwise agreed, prices are expressed in euros and do not include taxes, fees, duties, or third-party fees. Any service that is not expressly included in this Agreement shall be subject to a separate budget and acceptance.
5.3. In the event of non-payment, EWALA reserves the right to suspend the provision of services, terminate this Agreement and its License of Use, and claim the total outstanding amounts. Delayed payment shall accrue interest as provided in Spanish Law 3/2004, of December 29, on measures to combat late payment in commercial transactions, calculated on a daily basis.
6.1. The Parties acknowledge that, in order to achieve their objectives, on the one hand, the CLIENT shall provide EWALA with certain confidential information, documentation, or materials, and on the other hand, EWALA shall provide and disclose to the CLIENT certain tools, application methods, etc., within the scope of its know-how and intellectual property.
6.2. Based on the above, both Parties agree that any information, documentation, or materials provided during the term of this Agreement and in the course of the contractual relationship established herein shall be strictly confidential and treated as such by the receiving Party and its employees and any person in its service. Both Parties undertake to respect and enforce the confidential nature of the information and/or materials provided by the other Party at all times. Furthermore, the Parties agree not to copy, reproduce, or disclose information provided by the other Party to third parties without the prior written authorization of the Party providing the information. They also agree not to use any information provided for purposes beyond the intended scope of this Agreement without the express consent of the Party that provided the information.
6.3. The confidentiality obligations arising from this Agreement shall remain in effect as long as the information retains its confidential nature (as defined below) during the term of this Agreement and indefinitely after its termination.
6.4. For the purposes of the application of the provisions contained in the preceding paragraphs, information shall not be considered confidential if:
a. It was published prior to the date of signing this Agreement or becomes public, unless it becomes public due to a breach of the Agreement attributable to the receiving Party or its personnel.
b. The receiving Party already possessed the information prior to its provision by the disclosing Party or acquired it independently, provided that this fact is disclosed to the disclosing Party.
c. It is received from third parties and has not been obtained unlawfully by them.
d. It was independently developed by the receiving Party without reference to the confidential information received from the disclosing Party.
e. It is made public by legal, judicial, or competent authorities; in such cases, the scope of the exclusion shall only cover the information or part thereof that has been made public.
6.5. Without prejudice to the foregoing, this provision shall apply in particular to EWALA's proprietary application methods, tools, and know-how of which the CLIENT becomes aware. Thus, the CLIENT is required to maintain absolute confidentiality regarding such information and is committed to not using or benefiting from it or disclosing or transferring it to third parties by any means, and to comply with the other obligations established in this provision.
7.1. The Parties inform each other that the personal data of the individuals involved in this Agreement, as well as those arising from the contractual relationship, will be processed by each Party as data controllers, for the purpose of managing the rights and obligations arising from this Agreement and enabling the development of the contractual relationship established. In order to facilitate the exercise of rights in this regard, the Parties designate the following email addresses:
a. For EWALA: rgpd@ewala.es
b. For the CLIENT: the email address provided for registration on the platform.
7.2. In the performance of this Agreement, EWALA will have access to personal data that is under the responsibility of the CLIENT. This is purely technical access, intended for the processing of ordered operations and the computerized control of such operations. For this purpose, EWALA shall be considered a data processor of the personal data to which it has access under this Agreement. In this regard:
a. EWALA shall process the data it has access to in accordance with the purpose and scope of the Agreement, and always in accordance with the documented instructions provided by the CLIENT. If EWALA needs to transfer personal data to a third country or an international organization under the applicable EU or Member State law, it shall inform the CLIENT of that legal requirement in advance, unless such law prohibits it for important reasons of public interest.
b. EWALA undertakes to maintain confidentiality regarding the personal data to which it has access and to keep absolute confidentiality and secrecy with respect to any data it may become aware of in the performance of the Agreement and the corresponding Contract. This duty of confidentiality shall subsist indefinitely, and EWALA shall extend it to all personnel in its organization authorized to access the personal data.
c. In the event that the CLIENT requires assistance in handling requests to exercise data protection rights under applicable regulations, EWALA shall assist the CLIENT with this obligation.
d. The execution of the Agreement requires the subcontracting of certain services, specifically data storage infrastructure and backup services. These services are provided by the company AMAZON WEB SERVICES EMEA SARL, SUCURSAL EN ESPAÑA, VAT number ESW0185696B, with its registered office at CALLE RAMIREZ DE PRADO, 5, 28045 MADRID, Spain, through AWS servers, with whom EWALA has signed a contract that includes data protection obligations analogous to those set forth in this provision. The CLIENT authorizes such subcontracting.
e. Upon the CLIENT's request, EWALA will assist the CLIENT in ensuring compliance with the obligations set forth in Articles 32 to 36 of the GDPR, taking into account the nature of the processing and the information to which EWALA has access in the performance of the Agreement. However, EWALA reserves the right to pass on to the CLIENT any reasonable and justified additional costs associated with providing such support.
f. Once the contractual performance is completed, EWALA undertakes to transfer all personal data collected under the present contractual relationship to the CLIENT, without retaining any medium or document containing personal data. However, EWALA may retain, duly blocked, any data that may be necessary to address potential liabilities arising from its relationship with the CLIENT.
g. Upon request, EWALA shall provide the CLIENT with all necessary information to demonstrate compliance with its obligations, as well as for the conduct of audits or inspections carried out by the data controller or another auditor authorized by the data controller.
8.1. EWALA ensures the proper functioning of the Software, except in cases of accidents, abuse, or incorrect application by the CLIENT. In the event that the Software includes any errors not resulting from the aforementioned situations, EWALA undertakes to resolve them as soon as possible.
8.2. The Software, in its entirety, is owned by EWALA and will be provided "as it is," according to the configuration assigned by EWALA at any given time, without prejudice to the fact that its functionalities will comply, at least, with the provisions of this Agreement. It may also be adapted to the specific needs of the CLIENT, in accordance with the agreements reached between the Parties, if applicable.
8.3. The results provided by the Software do not exempt the CLIENT from conducting their own checks for functionality and suitability, as well as ensuring that they have a sufficient number of employees with the necessary training to use the Software properly.
8.4. The nature of this Agreement is that of a service provision contract, with obligations of means. EWALA cannot guarantee the achievement of results that depend solely on its activities, the suitability of the Services for a specific purpose, immunity in terms of cybersecurity, the detection of all potential information leaks, or the use or implementation of technologies, knowledge, or technical means that are superior or more advanced than those initially planned. These aspects are known and accepted by the CLIENT.
8.5. EWALA shall not be liable for any operational errors of the Software or for damages caused by the CLIENT's failure to fulfill its obligations under this Agreement. For illustrative purposes only, EWALA shall also not be liable for:
a.Failure to make backups of the Software, as well as the information and data stored and generated by the CLIENT through the use of the Software.
b. The condition of the hardware and computer systems used by the CLIENT to access the Software, including the lack of protection against computer viruses on the CLIENT's equipment and systems. The Software requires certain hardware or software for its use, which, unless otherwise agreed, is not provided by EWALA. EWALA is not the owner of the rights to these additional elements, nor does it act in any way on behalf or representation of their rightful owners.
c. Deficiencies in controlling access to the Software and its functionalities by the CLIENT, in order to prevent manipulation by unauthorized or inexperienced individuals.
8.6. The Parties agree that the liability assumed by EWALA towards the CLIENT, arising from this contract, shall be limited, in any case, to the maximum amount received by EWALA from the CLIENT in the execution of this Agreement. Except in cases of willful misconduct, EWALA cannot be held responsible for:
a. Damages suffered by the CLIENT, particularly loss of profits or other commercial or financial damages alleged by the CLIENT.
b. Damages, losses, or harm suffered by the CLIENT due to the lack of cooperation on the part of the CLIENT, unforeseeable or unavoidable events, or the use of technical specifications different from those indicated in each case.
c. The legality of the content incorporated into the Software by the CLIENT or its customers and users. The CLIENT shall assume any claim received by EWALA in this regard, indemnifying it from any liability. In this sense, EWALA, as a provider of an intermediary service, shall not be liable, under any circumstances, for the content stored or provided by the CLIENT.
d. Software interruptions due to actions or omissions on the part of the CLIENT. For example, installing incompatible software (such as security or load balancing software), disregarding EWALA's recommendations or instructions, etc.
e. The legality of the CLIENT's or end users' use of the Software. The Software can only be used for lawful purposes of data monitoring and security, and its use for accessing or processing data not belonging to the CLIENT is prohibited. In this regard, the CLIENT shall assume any claim received by EWALA for any matter beyond this purpose, indemnifying it from any liability.
8.7. The use of the Software is solely the responsibility of the CLIENT. The Service is intended for professionals who, under their own responsibility, will decide whether to rely on the interpretations and information provided by the Software. Therefore, EWALA does not commit or hold any responsibility towards any person or entity regarding any alleged harm caused by the use or non-use of the Software, directly or indirectly, including work interruptions, data loss, economic losses, or loss of anticipated profits resulting from the use of the Software.
8.8. During the term of this Agreement and for a period of two (2) years after its termination, the CLIENT, without obtaining prior written consent from EWALA, shall not contact EWALA's employees or suppliers, nor assist anyone or any entity in contacting any of EWALA's employees or suppliers with the purpose of soliciting, inducing, or attempting to induce such employees or suppliers to terminate their employment or business relationship with EWALA. In the event of a breach of this provision, the CLIENT undertakes to pay EWALA an amount equivalent to twice the remuneration that the employee or supplier would have received in a two (2) year period, as direct compensation for damages. For calculation purposes, the average remuneration received by the employee or supplier in the last year, or fraction thereof if their relationship with EWALA is less than a year, shall be taken as the basis.
8.9. Without prejudice to the provisions of Clause Ten, EWALA reserves the right to temporarily limit or interrupt the Services when detecting any anomalies or incidents that could disrupt the security of the EWALA Network or when it is necessary to carry out scheduled or emergency maintenance tasks to prevent serious disruptions or damages to the Software or the stored information.
Prices will be those indicated on the purchase platform itself and will depend at all times on (i) the type of subscription contracted (for example, "Lite," "Standard," "Premium," "Premium +," or "Tailored") and (ii) the contracted period (for example, "monthly" or "annual").
9.2 Accepted payment methods: The main accepted payment method is debit or credit card. However, payment by bank transfer may be accepted exceptionally, subject to the client requesting authorization from Ewala to use this payment method.
9.3 Service initiation: Upon confirmation of payment.
9.4 Service duration: Monthly or annual, starting from the moment of service initiation, depending on the chosen plan.
10.1 EWALA ensures server accessibility 24 hours a day, 7 days a week, and 365 days a year through providers that guarantee a high level of security, redundancy, and service quality. However, there may be circumstances in which the Service is temporarily unavailable. The CLIENT acknowledges this circumstance and accepts the following service levels::
a. Server access and usage will be available 24 hours a day, 7 days a week, and 365 days a year, with a guaranteed service level of 90%, calculated on an annual basis. In the event of non-compliance, the CLIENT shall be entitled to compensation equivalent to the price of the proportionate part of the service not provided, multiplied by two.
b. Technical Support will be provided from Monday to Friday, according to the following schedule (CEST time):
- From September to June:
- Monday to Thursday, from 9:00 am to 7:00 pm.
- Friday, from 8:00 am to 3:00 pm.
- July and August:
- Monday to Friday, from 8:00 am to 3:00 pm.
(excluding non-working days according to the labor calendar of Llanera, Asturias)
c.Backup copies will be performed every week.
10.2 EWALA cannot guarantee the total availability of the Service in circumstances beyond its control that may limit it, such as natural disasters or conflicts. Incidents related to or arising from services provided by telecommunications network providers, such as any accessibility interruption caused by a failure in the CLIENT's internet service provider infrastructure, will not be included in the aforementioned availability time.
10.3 EWALA does not guarantee that the Service can provide sufficient capacity to respond to "demand spikes" that require more resources than those contracted by the CLIENT.
10.4 Technical support tasks, installation of updates, and introduction of improvements will not be included in the aforementioned availability time, provided they are communicated to the CLIENT at least forty-eight (48) hours in advance.
10.5 EWALA reserves the right to temporarily limit or interrupt the Service when detecting any anomaly or incident that could disturb the security of the EWALA network or its servers, or when it is essential to perform emergency maintenance tasks to avoid severe disruptions or damage to the Software or stored information.
11.1. Communications between the Parties regarding this Agreement shall be made in writing, using any means that allows for the proof of receipt and content.
11.2. The Parties agree that the addresses stated in the header of this Agreement, as well as those used by the client for registration on the platform, shall be considered valid for the purpose of notifications.
12.1. Without prejudice to the provisions set forth in previous clauses, EWALA and the CLIENT are, in any case, independent contractual parties. This Agreement does not create any relationship between the parties other than that derived from its strict content. It does not establish any agency, employment, franchise, joint venture, or partnership relationship, nor does it grant one party legal representation to act on behalf of the other.
12.2. Unless otherwise agreed, the CLIENT authorizes EWALA to use the client's brand and/or logo solely for the purpose of commercial reference in its documentation. This authorization does not constitute a license or transfer of ownership rights to the brands or logos beyond the specified use.
EWALA reserves the right to make modifications to this Agreement, provided they do not significantly affect the rights and obligations set forth herein. Any modifications will take effect upon notification to the CLIENT.
14.1. The fact that either Party does not strictly enforce any of the terms of this Agreement shall not be construed as a waiver of its right to enforce such terms strictly in the future.
14.2. The declaration of nullity of any provision(s) of this contract by the competent authority shall not affect the validity of the remaining provisions. In such case, the contracting parties agree to negotiate a new provision to replace the invalidated provision as closely as possible. If substitution becomes impossible and the provision is essential to the contract, as determined by the adversely affected party, that party may choose to terminate the contract.
14.3. This Agreement and the documents mentioned herein constitute a single agreement, superseding any other agreements, contracts, or pre-contracts entered into by the Parties regarding the subject matter of this Agreement.
15.1. In the event of a breach by either Party of any of the stipulations contained herein, the other Party may terminate this Agreement, reserving the right to seek damages, by providing written notice of such breach to the defaulting Party, provided that the said breach remains unremedied for a period of fifteen (15) days from the date of written notice to the defaulting Party.
15.2. The following shall also constitute grounds for the termination of the Contract:
a. The dissolution of legal personality or incapacity of either Party.
b. The liquidation, either by court order or by the adoption of a corporate resolution, of the other Party.
c. The cessation, for any reason, of one of the Parties in the continuity of its business or the line of activity described in the preamble of this Agreement, its dissolution, liquidation, or orderly closure, as well as the global assignment of its assets.
d. Any other cause provided for in this Agreement.
15.3. The termination of this Agreement shall not extinguish or modify the rights of the Parties that have arisen prior to such termination, particularly with respect to the payment of invoices issued by EWALA and pending payment. Notwithstanding the foregoing, the provisions of this Agreement that, by their nature and context, are intended to survive the termination thereof shall remain in force after its termination.
16.1. This Agreement shall be governed by the laws of Spain.
16.2. For the interpretation and resolution of any disputes that may arise between the Parties regarding any discrepancy, issue, or claim arising from the execution or interpretation of this Agreement or related to it directly or indirectly, and expressly waiving any other jurisdiction that may correspond to them, the Parties submit to the jurisdiction of the Courts of Gijón, Spain.
17.1. Since the Karont3 SaaS is intended for exclusive professional use, the provisions of Spanish Royal Legislative Decree 1/2007, of November 16, for the Defense of Consumers and Users, regarding the right of withdrawal, shall not apply.
Therefore, only individuals or legal entities acting for their commercial, business, trade, or professional activities may use the Karont3 Software. If any Client or User uses the Karont3 Software as a "consumer or user" within the meaning of the law, such use shall be considered a breach of these Terms of Service. The Client shall be solely and exclusively responsible for such breach and shall indemnify Ewala from any non-compliance or claim in this regard.
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