General terms and conditions for contracting subscription software licenses

1. OBJECT.

1.1. These general conditions, together with the specific conditions contained in the electronic contract form/order (hereinafter, together, the "Contract"), establish the contractual terms applicable to the contracting and use, under subscription, of the software products owned by LUDUS TECH, SL, a Spanish company with registered office at c/ Licenciado Poza 55, 1º dcha. 48013, Bilbao (Bizkaia) and CIF B95661856 (hereinafter, "LUDUS") that are available for contracting on the website www.ludusglobal.com (hereinafter, the "Website"). This Contract constitutes a binding legal agreement between LUDUS and the company that completes the electronic contract form/order available on the Website (hereinafter, the "Client").

1.2. For the purposes of these general conditions, the term "Software Products" means the virtual reality simulation software programs for industrial and emergency training and instruction owned by LUDUS, the specifications and functionalities of which are displayed on the Website and/or in any other materials provided by LUDUS. The Client declares that they are aware of and accept the functionalities and features of the Software Products. It is expressly stated that the purchase of licenses for the use of the Software Products is exclusively intended for companies, educational centers, or professionals.

1.4. The contracting and use of the Software Products and, where applicable, any complementary services contracted in connection therewith, shall in all cases be governed by the provisions of these general terms and conditions. Processing and formalizing the electronic contract form/order through the Website implies full and unreserved acceptance of these general terms and conditions. By clicking "I Accept" during the order processing process, the Client agrees to be bound by the terms set forth in these general terms and conditions for all purposes.

1.5. The person completing the electronic form and accepting these general conditions on behalf of the company acting as the Client represents and warrants, under his or her sole responsibility, that he or she is a legal representative, attorney, employee, or authorized agent of the Client, who has the necessary power and authority to enter into this Agreement on behalf of and representing the company or organization on whose behalf he or she acts and to bind the Client to its provisions.

2. INTELLECTUAL PROPERTY.

2.1. All intellectual property rights inherent to or associated with the Software Products – including, but not limited to, design, architecture, algorithms, programming, interfaces, source code, user manuals, tutorial videos, and technical/commercial documentation –, as well as those relating to any updates, developments, or improvements that LUDUS implements thereon, belong and will remain the exclusive property of LUDUS at all times. Likewise, all intellectual property rights relating to the improvements or any other Software Products that it may develop in the future will belong to LUDUS, without it being understood that any suggestions or ideas that the Client may provide to LUDUS grant it any rights over them.

2.2. Nothing in this Agreement shall be construed as a transfer or assignment of any ownership rights in the Software Products, other than the Customer's right to use the Software Products under the terms set forth in this Agreement, subject to the purchase and payment of the appropriate license(s) as set forth in Sections 6 and 7.

2.3. The Client agrees to acknowledge and respect LUDUS's intellectual property rights at all times and to refrain from any action intended to limit, appropriate, or infringe its rights. In particular, the Client may not remove, erase, or conceal any copyright notice, logo, trademark, or warning that LUDUS has incorporated into the Software Products or in the accompanying documentation. When promoting the services it provides through the Software Products, the Client agrees to expressly state that the Software Products and associated technology are the property of LUDUS. The Client shall refrain from any action that may harm or damage LUDUS's image, reputation, or brand.

3. SCOPE OF THE LICENSE.

3.1. Subject to payment of the License price specified in the electronic contract form/order and subject to the terms regulated in this Agreement, LUDUS grants the Client a non-exclusive and non-transferable license that allows it to install and run the Software Products on its own computers for training and training purposes ("Permitted Use") in accordance with the characteristics and specifications of each Software Product, during the period and depending on the license type contracted, as described in section 6.

3.2. Permitted Use includes the Client's right to allow the end recipients of the training sessions provided by the Client to use the Software Products for such purposes, without, under any circumstances, allowing the end users to install, run, or reproduce the Software Products on terminals, devices, or equipment that are not owned by the Client or Ludus and are under the Client's control.

3.3. Outside of the cases included in the Permitted Use, the Client may not under any circumstances assign, sublicense, resell, rent or transfer to third parties the rights granted to it under this Agreement and is in no event authorized to distribute or commercially exploit the Software Products in a manner other than that authorized in this Agreement.

3.4. The license granted under no circumstances permits the Client to decrypt, decompile, or disassemble, or attempt to decrypt, decompile, or disassemble, the Software Products in whole or in part, nor to perform reverse engineering or in any other way attempt to discover the algorithms, programming, or codes upon which they are developed for the purpose of copying, reproducing, or developing or obtaining identical, analogous, or similar technology. It also does not permit the Client to make or authorize third parties to make modifications, translations, adaptations, or successive or derivative versions of the Software Products owned by LUDUS.

3.5. Unauthorized use of the Software Products in violation of the provisions of this Agreement will constitute a serious breach that will entitle LUDUS to automatically terminate the Agreement and immediately revoke all licenses that the Client may have contracted, without prejudice to any other actions that may be appropriate to claim damages incurred.

4. CONDITIONS OF USE.

4.1. The Client agrees to make diligent use of the Software Products in full compliance with the terms set forth in this Agreement and the conditions of its license. The Client must use the Software Products exclusively for the purposes for which they have been made available, following the instructions provided by LUDUS and in accordance with the specifications contained in the user manuals and technical documentation provided by LUDUS.

4.2. It is the Client's sole responsibility to keep the Software Products updated with the latest version available at all times. To this end, the Client must regularly connect to the Internet and, in any case, when expressly instructed to do so by Ludus, the equipment on which they are installed.

4.3. The Client shall be solely responsible for how it configures, customizes, or uses the functionalities offered by the Software Products, as well as for the control of the files, documents, data, graphics, statistics, and other content related to the use of the Software Products that, if applicable, are stored on its computers. The Client shall be solely responsible for the use of the Software Products by the end recipients of the training and instructional materials and for any incidents or liabilities arising from such use.

4.4. The Client may not under any circumstances:

• modify, interfere with or manipulate the Software Products, use or attempt to access functionalities or systems to which you have not been given access or which are restricted, as well as perform any act that circumvents or manipulates potential restrictions or security or control measures installed in the Software Products;
• attempt to probe, investigate, analyze, scan or test the vulnerability of the Software Products or LUDUS's computer systems, or attempt to defeat, decipher or disable any security, control or authentication measures or systems related to the Software Products or the systems or technologies on which they operate;
• Host or store on LUDUS systems or through the Software Products files or content that infringe the intellectual or industrial property rights of third parties or that are fraudulent, illicit or illegal, as well as personal data obtained in violation of the provisions of personal data protection legislation; and
• damage or create a threat of damage to LUDUS systems and networks linked to the Software Products, manipulate or attempt to manipulate access to them in any way, or possess programs or tools dedicated to hacking or attacking computer systems, including viruses, sniffers , spoofers , bouncers , port scanners , cracks , exploits and the like.

4.5. LUDUS reserves the right to adopt measures to monitor and control that the Software Products are used in accordance with the terms established in this Agreement and, without prejudice to any other legal actions that it may take to claim damages suffered, it will be entitled to revoke the license(s) granted and immediately restrict access to the Software Products as soon as it becomes aware that the Client, or any person under its charge or with its authorization, including the final recipients of the training and coaching sessions, breaches the above restrictions.

5. WARNINGS RELATING TO EQUIPMENT.

5.1. The Client is advised that it may only install, run, and operate the Software Products on/with certain devices, equipment, and accessories that meet the technical characteristics and specifications specified by LUDUS ("Equipment"). For these purposes, the Equipment required to use the Software Products will be displayed during the electronic ordering process.

5.2. The license/subscription price may include the Equipment for using the Software Products, if so stipulated in the purchase order. If the purchase order includes the leasing of the equipment, this will be regulated by the criteria established in ANNEX I. If the purchase order does not include the equipment, it must be purchased by the Client, at its sole expense, and Ludus may facilitate the process.

5.3. If the Client decides to purchase all or part of the Equipment through LUDUS, LUDUS will do so only to expedite and facilitate the process, but with the understanding that it will only be purchased on behalf of and at the Client's expense. The Client must pay LUDUS the corresponding purchase price before LUDUS makes the purchase. For these purposes, the purchase price of the Equipment will be displayed during the license contracting process and will be charged to the credit card or bank account specified by the Client during the processing process at the time the Client confirms the order. Once the payment has been processed and the order confirmation has been received, the Equipment order cannot be cancelled or modified.

5.4. The delivery period for the Necessary Equipment will depend on the stock and availability of the respective manufacturers or distributors, but will not exceed thirty (30) days from the date of order confirmation within the European Economic Area (EEA), or sixty (60) days outside the EEA, unless there are reasons of force majeure. If the Client purchases the Equipment through LUDUS, LUDUS will deliver the Equipment to the Client with the Software Products installed. Shipping costs to the address indicated by the Client will be borne by the Client and their amount will be shown during order processing, before making payment. If applicable, any customs fees, duties and/or export costs to countries located outside the EEA will be borne by the Client.

6. LICENSE MODALITIES

6.1. The Software Products may be contracted under the following modality:

6.1.1 Ludus Software Subscription : Unlimited access to all Software products, offline, on a single device (PC and Glasses) on an unlimited basis (with no limit on hours of use). You will have instant access to all software products published on the platform. These training sessions will be delivered in person or online, as determined by the trainer. You will also have a simulation exercise report, access to nominal metrics and metrics per trainer, a personal account manager, and premium support (monthly equipment maintenance for equipment updates and commissioning), and a monthly commissioning refresher meeting upon request (once per quarter). All specified sessions will always be online. Notwithstanding the fact that the fee is paid monthly, the License has a minimum duration of one year (" Minimum Contract Period "), with the option of renting the equipment or not. The conditions for renting the equipment are set out in ANNEX I.

The service will offer unlimited access to products/updates that do not contain new learning loads.

The customer will be granted access to technical sheets and training materials for each product. Support will be provided via email, with a response within two (2) business days (excluding Spanish national holidays). This contract will include updates that LUDUS may incorporate into the Software Products.

All subscription products that Ludus creates on its gateway will be associated with a training program and will be governed by the characteristics of that new product. Clients with a contract prior to these general conditions will be able to enjoy the same conditions until they cancel their current license. Once they have canceled and wish to re-acquire a Ludus license, they must adhere to these general conditions. Notwithstanding the foregoing, Ludus reserves the right to apply the general conditions and the quote in effect at the time of the client's license renewal, provided that the client is notified at least thirty (30) calendar days prior to the date of said renewal. Following renewal and prior notice, the conditions updated by Ludus will apply, and may affect both the general conditions described in this document and the rest of the aspects present in the quote initially accepted by the client, unless the client cancels their license in accordance with the procedure established in clause 9.2.

The equipment leasing option is only valid for countries within the European Union, Mexico, and Spain. For other countries , and if the customer so chooses, Ludus will sell the equipment, and the customer must pay for it before shipment.

6.1.2 Ludus Commercial Software Subscription: This subscription option is expressly intended for exclusively commercial purposes, such as demonstrations, trade shows, promotional events, or similar activities. Under no circumstances may it be used for training purposes, even occasionally, by the Client or third parties. If LUDUS detects misuse of the license, especially if it is used for training or coaching activities, the Client shall be obliged to immediately pay the amount corresponding to a full training license at the then-current retail price (RRP), without any discounts or preferential conditions .

6.2. The plans indicated do not include the equipment that may be necessary to operate new Software Products, which will be specified by LUDUS at the time.

6.3. The prices indicated do not include VAT or any other applicable taxes, which will be charged to the Client at the time of invoicing. The specific terms and conditions displayed during the electronic contracting process will prevail, in the event of a conflict, over the provisions of these general terms and conditions. If the Client purchases the license under a promotion or free trial, the purchased license will automatically become a paid license at the end of the promotion or free trial period.

6.4. The subscription will begin when the Client completes the electronic contracting process on the Website and makes payment for the contracted License type on the "Subscription Start Date."

6.5. The installation of the Software Products on the Client's computer(s) will always be carried out by LUDUS or under LUDUS's instructions.

7. RENEWAL, CANCELLATION AND MODIFICATION OF LICENSES.

7.1. The Licenses are automatically renewed at the end of the contracted subscription period, unless the client notifies LUDUS of their wish to cancel the subscription via product@ludusglobal.com , 30 calendar days before the start of the next annual subscription period (in the case of an annual subscription).

7.2. Subscription periods will be calculated in all cases from the Subscription Start Date. Thus, the next annual subscription will begin on the corresponding day and month of the following year. LUDUS will not accept any cancellation without prior notice; in the absence of such notice, the contracted license will be automatically renewed for the next annual subscription period.

7.3. In the event of cancellation pursuant to this section, the License will be deactivated on the last day of the current annual subscription period, and from that moment on, this Agreement will automatically terminate, without prejudice to the Client's obligation to pay any amounts pending invoice or payment that were due prior to the License termination date. Cancellation of the License will automatically result in the cancellation of any associated equipment leasing that the Client may have contracted.

7.4. Likewise, cancellation of the License before the end of the Minimum Contract Period will entail the obligation for the client to pay the total amount of the monthly fees corresponding to the remaining period or, if the license was contracted in a single annual payment, LUDUS will not be obligated to refund any amount to the client.

8. BILLING AND PAYMENT OF LICENSES.

8.1. Invoicing and payment of the price of the Licenses will be carried out under the following conditions:

The price will be invoiced and paid at the time of contracting the License and, thereafter, will be automatically invoiced and paid at the beginning of each new annual subscription period. The price may also be settled monthly, within the first [five (5) days] of the month, if so agreed between LUDUS and the client.

8.2. Payments will be made in all cases by credit card charge, bank transfer, or direct debit to the bank account indicated by the Client during the contracting process. By accepting this Agreement, the Client authorizes LUDUS to charge or debit said credit card or bank account, on the periodicity and terms described, all amounts accrued to LUDUS under this Agreement for the license/subscription, until the License is canceled by the Client in accordance with the provisions of section 7 or until the Agreement is terminated in accordance with the provisions of section 11. LUDUS may provide additional payment methods to facilitate payment for licenses to its clients.

8.2. The person accepting this Agreement on behalf of and for the account of the Client expressly declares that the Client is the holder of the credit card or bank account specified in the contract form or that he or she is duly authorized to authorize the charging of the amounts derived from this Agreement to the same.

8.3. The Client shall be responsible for notifying LUDUS of any changes to the payment information provided, so that LUDUS can charge the amounts accrued to the Client throughout the term of the Agreement. Any costs incurred or resulting from LUDUS's inability to charge the Client's payment methods shall be borne by the Client.

8.4. In the event that, for any reason, the Client delays payment for the license/subscription/equipment rental, they must pay Ludus: a. late payment interest at the agreed rate corresponding to the legal interest rate plus 2% per week for the duration of the delay; b. In addition, the Client will be obligated to pay €35.00, plus VAT, as a penalty; and c. In the event of a second request by Ludus, the Client will also be obligated to pay €90.00, plus VAT, without prejudice to LUDUS's right to terminate this Agreement definitively once 15 days have passed since the Client has notified us of the non-payment and has not paid the outstanding amounts.

8.5. The Client agrees to receive invoices electronically via the contact person and email address specified in the contract form.

9. MODIFICATION OF CONDITIONS.

9.1. LUDUS reserves the right to modify prices and/or terms at any time, providing the Customer with written notice via email at least 30 days prior to their effective date. In the case of annual licenses, any changes will only apply from the next annual subscription period and will not affect the current period.

9.2. If the Client is not interested in maintaining its license under the new conditions communicated, it will have the right to terminate this Agreement and cancel the license it had contracted at that time by writing to LUDUS at soporte@ludusglobal.com , at least fifteen (15) days before the changes come into effect according to the communication made by LUDUS. The cancellation of the License by the Client for this reason will not entitle it to claim any financial compensation from LUDUS.

9.3. Once the changes become effective, the new prices and terms communicated will apply. If the Client uses the Software Products after the changes become effective without expressly objecting to them, the new contractual terms will be deemed fully accepted, without prejudice to the License cancellation conditions established in clause 7.

10. UPDATES, MAINTENANCE AND SUPPORT.

10.1. The price of the Licenses includes corrective maintenance of the Software Products, as well as any updates that LUDUS may periodically develop for them, and access to new products developed by Ludus under the conditions set forth in section 6.

10.2. It is expressly noted that, although the Software Products have been designed to operate offline once installed on the corresponding equipment, the installation of updates and access to remote maintenance services by LUDUS necessarily require that the equipment on which the Software Products are installed be connected to the Internet at least once a month for the time necessary for all updates to be downloaded and installed.

10.3. If, for maintenance or security reasons, a major update is required, LUDUS will inform the Client by email. If the Client does not connect their equipment(s) and perform the recommended updates, LUDUS will be held harmless from any incidents that may arise as a result.

10.4. LUDUS will provide assistance and support to the Client to resolve any issues that may arise during the operation of the Software Products. The price of the Licenses includes a basic email support service, with a response within two business days. (Spanish national holidays not included)

11. WARRANTIES, EXCLUSIONS AND LIMITATION OF LIABILITY.

11.1. LUDUS makes the Software Products available to the Client with the functionalities and in the state of development in which they are found at the date of signing this Agreement. LUDUS only guarantees the level of development in which the Software Products are at the time of contracting, without guaranteeing or committing any type of uncommitted functionality, any expectations of satisfaction that the Client may have, or the ability to use them for specific purposes, activities, functions, or actions that have not been specifically detailed by LUDUS. In any case, LUDUS may, at its discretion, incorporate new functionalities and improvements into the Software Products, and the Clients may enjoy said functionalities according to the criteria established in section 6.

11.2. The Client is solely responsible for determining whether the Software Products and their functionalities meet its needs and fulfill the purposes for which it contracts them. Therefore, LUDUS declines any liability should they not meet the Client's specific needs or expectations.

11.3. Ludus offers its clients the option of renting equipment, as provided in section 6, and under the characteristics stipulated in ANNEX I. In the event that the client wishes to acquire the hardware necessary to operate the platform, LUDUS does not guarantee the compatibility, functionality and/or interoperability of the Software Products with devices, accessories, terminals or equipment that do not meet the specifications or technical requirements specified by LUDUS. In cases where the client deems it appropriate, or outside of the countries of the European Union, Mexico or Spain, the Equipment to operate the Software Products must be acquired by the Client at its sole expense and, once acquired, will become its property. The price of the Licenses may or may not include equipment renting as provided in the purchase order, and under the stipulations of section 6 and ANNEX I.

11.4. Without prejudice to the fact that LUDUS cannot guarantee that the Software Products are error-free and operate uninterruptedly, LUDUS assumes the responsibility of ensuring that the Software Products will operate in a manner substantially similar to the functionalities specified at the time of contracting, as well as acting at all times in a competent and professional manner to resolve any possible incidents affecting them. In any case, LUDUS will only assume responsibility for resolving those incidents that have their origin and direct cause in errors or defects attributable to LUDUS or its personnel. The guarantee offered by LUDUS only applies to the Software Products and includes the correction of errors or correction of operating defects that become apparent while the Client has an active license and is up to date with its payment . The guarantee for rented equipment is stipulated in ANNEX I, while LUDUS does not offer any guarantee with respect to the Equipment that the Client has acquired directly or through LUDUS; The Client understands and accepts that any non-conformity or incident related to the Equipment will only be covered by the manufacturer's warranty.

11.5. In any case, the LUDUS warranty does not cover possible operating defects: (i) arising from manufacturing defects, incidents or errors in the Equipment on which the Software Products are installed or with which they are operated or from knocks, breakages or damage affecting the Client's equipment and accessories, or that are a consequence of the opening, repair or manipulation of the Equipment by any third party other than LUDUS; ( ii ) caused by unauthorized or inappropriate use of the Software Products or the Equipment in contravention of the user manuals and other technical documentation made available to the Client; ( iii ) those arising as a consequence of incompatibility or inadequacy with accessories, devices, spare parts or third-party products that do not meet the minimum specifications indicated by LUDUS with respect to the Equipment; ( iv ) those arising from breakdowns, fluctuations, outages or any type of interruptions or incidents that affect the systems, equipment or facilities of the Client or third parties, which are due to circumstances of force majeure or incidents beyond the control of LUDUS, such as computer attacks, power outages or telecommunications network failures.

11.6. In the event that LUDUS's warranty is applicable pursuant to this Agreement, any defects or errors affecting the Software Products will be corrected as quickly as possible. In cases where critical errors occur that prevent or completely render impossible the use of the Software Products, LUDUS undertakes to make its best efforts to resolve such critical incidents in a diligent and professional manner, maintaining active communication regarding progress, with detailed information about the errors or problems detected. As a measure to mitigate potential interruptions in the Client's operations during the process of resolving critical incidents that prevent substantial use of the Software Products, LUDUS will provide the Client with reconditioned replacement equipment so that the Client may continue using the platform offline until the incident is resolved. If the critical error cannot be remedied or requires commercially excessive time or resources to remedy, LUDUS will notify the Client of this circumstance, and the Client shall be entitled to retain the replacement Equipment provided by Ludus. The Client acknowledges and agrees that this—the possibility of canceling the license and obtaining a proportional discount or refund of the License price—will be its sole remedy if it is deprived of the use of the Software Products due to a critical error or defect attributable to LUDUS and LUDUS exceeds the stated resolution period or is unable to remedy it under commercially reasonable conditions, expressly waiving any claim for any type of compensation or indemnity for indirect or incidental damages, lost profits, lost revenue, or any similar concepts.

11.7. Any liability that LUDUS may incur in connection with this Agreement with the Client shall be limited solely to direct damages that the Client may suffer as a result of a breach or gross negligence attributable to LUDUS. In no event shall LUDUS's maximum liability to the Client exceed an amount equivalent to the amounts paid by the Client for the contracting of the License and the leasing of equipment during the 12 months prior to the occurrence of the event or circumstance that may give rise to liability. The express limitation of liability contained in this clause is assumed by the Client as an essential and inexcusable condition for LUDUS to enter into this Agreement.

11.8. In any case, the Client is solely responsible for the use of the Software Products and for taking the necessary measures to ensure proper and safe installation and use by its employees and the end recipients of the training sessions. Consequently, the Client releases LUDUS from all liability for any type of damage or harm that the Client or third parties may suffer as a result of the use of the Software Products and/or the associated training equipment, and undertakes to hold LUDUS harmless from any claim or liability that may be incurred for such reasons.

12. TERMINATION OF THE CONTRACT.

12.1. This Agreement shall be terminated in the following cases:

• By unilateral decision of the Client, (i) in the event that it decides to cancel the license it has contracted by notifying LUDUS in the terms and with the advance notice provided in section 7; ( ii ) in the event that, before their entry into force, it informs LUDUS that it does not accept the new conditions that LUDUS may establish in accordance with the provisions of clause 8; or ( iii ) in the event that it exercises its right to cancel the License in accordance with the provisions of clause 11.6.
• By unilateral decision of LUDUS, (i) in the event that the Client does not meet its payment obligations as established in this Agreement or ( ii ) in the event of non-compliance by the Client with its obligations under this Agreement, especially by making unauthorized use of the Software Products in violation of the restrictions and prohibitions established herein.

12.2. Upon termination of the Contract:

(i) the License(s) that the Client had contracted will be deactivated and its rights to use the associated Software Products will be fully extinguished; ( ii ) without prejudice to LUDUS restricting access to them, the Client must uninstall and eliminate the Software Products that were installed on its equipment(s) and, at LUDUS' request, will be obliged to certify said uninstallation; and ( iii ) the Client must pay LUDUS the amounts that, having accrued before the termination date of the Contract, were pending billing or payment, ( iii ) the termination of the licenses will determine the termination of the equipment rental contract for clients who had this option contracted.

12.3. Termination of the Agreement for any of the reasons indicated above shall not entitle the Client to claim any compensation or indemnity from LUDUS for any reason, nor to request a refund of any amount paid in advance for the contracting and/or use of the Licenses or Premium Services, except as provided in clause 11.6.

13.1. For the purposes of this Agreement, "Confidential Information" shall be considered to be any information and/or documentation provided or made available to the Client under or in connection with this Agreement in any medium or support, especially that which, while not being in the public domain or knowledge, is of a technical, technological, productive, commercial or strategic nature for LUDUS's business and is related to the Software Products and/or their technology. By way of example and not limitation, Confidential Information includes: processes, systems, designs, analyses, methodologies, know-how how ; algorithms, mathematical series, sketches, drafts, studies, information on new products, user manuals, technical documentation, databases, codes, and architectures.

13.2. The Client agrees to maintain strict confidentiality and secrecy regarding the Confidential Information and consequently undertakes to: (i) not reveal, communicate, facilitate, disseminate, disclose or in any way make public the Confidential Information; ( ii ) adopt at least the same diligence and procedures that it uses for the custody and protection of its own confidential information; ( iii ) restrict access to the Confidential Information only to those employees, representatives and directors of its organization who need access to it for uses consistent with those permitted in this Agreement; and ( iv ) use the Confidential Information only for the exercise of the rights and fulfillment of the obligations established in this Agreement.

13.3. Information expressly excluded from the concept of Confidential Information is: (i) information that is or becomes public domain without the intervention or fault of the Client; ( ii ) the communication or use of which has been expressly approved in writing by LUDUS; or ( iii ) that must be disclosed by virtue of a legal provision or court order.

13.4. Upon termination of this Agreement, the Client must return to LUDUS all materials, media, or documentation containing Confidential Information, without retaining any copies. In any case, the obligation to preserve the confidentiality of Confidential Information to which it may have had access during the term of this Agreement will remain in effect for a period of two years from its termination for any reason.

14. GENERAL ASPECTS.

Entire Agreement.- These general conditions, together with the specific conditions to which they are attached and any other document provided by LUDUS in connection with this Agreement, contain the entire agreement between the Parties with respect to the subject matter hereof and update and replace all agreements that may have existed between the Parties prior to today's date in relation to the subject matter contemplated herein. The documents cited in this Agreement and any other documents incorporated herein form an integral part of this Agreement for all legal purposes.

14.2. Independence.- LUDUS and the Client are independent legal entities, and the signing of this Agreement does not entail or generate any relationship of association, subordination, agency, representation, or dependency between them. Therefore, both parties are and will remain completely autonomous. Neither party shall have any liability, not even subsidiary, for any obligations of any kind that the other party may incur with third parties, especially with respect to its personnel. Each Party is fully and individually responsible for complying with the legal obligations applicable or enforceable to it in the conduct of its business activity and for the performance of its obligations under this Agreement.

14.3. Personal Data.- The personal data of the Client's representatives or contacts provided during the License contracting process will be processed by LUDUS to properly provide its services, for operational, administrative, and billing purposes, to comply with the legal obligations arising from the Contract, to offer support and assistance, to process payment for the contracted services, and to keep the Client informed by email regarding similar LUDUS products/services that may be of interest. The legal basis for the processing is the legitimate interest in processing the data of the Client's contacts for the execution of the Contract, compliance with legal obligations arising therefrom, and, in the case of commercial communications, LUDUS's legitimate interest in keeping its clients informed of products/services similar to those contracted, until they decide not to receive such communications. The data will not be transferred to third parties except by legal obligation or when necessary to provide the services or execute the obligations arising from the Contract. The data will be processed during the term of the Contract and, once it has ended, will be retained for the period established by applicable law or until any contractual or legal liabilities arising from this Contract expire. Data subjects may exercise their rights of access, rectification, deletion, restriction of processing, and objection to LUDUS by sending a written request to its postal address along with a copy of their ID.

14.4. Assignment.- Neither party may assign or transfer its contractual rights and obligations to third parties without the prior written consent of the other party, except for assignments that occur as a result of corporate restructuring operations or the transfer of businesses or assets in which LUDUS may be involved.

Partial Invalidity.- The invalidity of any of the provisions of this Agreement declared by a competent Court or Tribunal shall not imply the invalidity or affect the validity and enforceability of the remaining valid provisions of the Agreement.

14.6. Waivers.- No consent or waiver, express or implied, made by either Party with respect to a breach of obligations by the other Party shall be deemed to constitute consent or waiver of any other breach, whether related or not to the first. Furthermore, failure to exercise the right to require certain services, as established in this Agreement, shall not constitute a subsequent waiver by that Party of the rights recognized herein.

14.7. References.- The Client expressly authorizes LUDUS to use its name and logo as a reference on its website and/or in commercial presentations. In any case, such use will be carried out solely for the purpose of identifying the Client as a LUDUS client, preserving due confidentiality regarding the price and specific conditions of the services provided.

14.8. Notifications.- Any formal notification required under this Agreement shall be made in writing to the address of each party by any means that allows proof of receipt by the recipient. Notwithstanding the foregoing, for communications related to operational, technical, administrative, and billing matters, the Client acknowledges and accepts that all communications sent by LUDUS via the email address designated for such purpose in the contract form shall be fully valid and effective.

14.9. Image.- The client accepts that Ludus may cite, reference or display the Client's logo and/or trade name for promotional or commercial purposes.

14.10 Legislation and Jurisdiction.- This Agreement is governed by and construed in accordance with Spanish law. Any dispute arising in connection with the interpretation, execution, or termination of this Agreement shall be subject to the exclusive jurisdiction of the Courts and Tribunals of the city of Bilbao, with the express waiver of any other jurisdiction to which the parties may be entitled.

ANNEX I: Equipment Renting Conditions
This option will only be valid for customers in Spain, Mexico and countries of the European Union.

1-Ownership of the Equipment

The complete equipment consists of: 1 high-performance laptop, 1 VR kit, 1 professional transport case (or backpack for use outside the European Union), a sensor-enhanced bust, and 1 fire extinguisher suitable for VR use. The client may select all, part, or none of the elements of this equipment. All equipment is and will remain the property of Ludus at all times. The client only has the right to use the equipment, under a lease agreement, under the terms established and for the duration of the license indicated in the purchase order and in these General Conditions. The client may not seize, assign, transfer, grant as security, create charges, encumber, alienate, sublease, or in any way transfer ownership of the equipment to any third party.

The equipment provided by Ludus to the Client for lease may be reconditioned equipment that meets the technical specifications and operating standards necessary for the correct use of the service.

Equipment leasing must always be associated with a software license.

Shipping and installation

1.1 The shipping and transportation of the Equipment to the Customer's premises shall be the Customer's responsibility. Upon payment of the shipping costs, Ludus will ship the equipment using the DAP incoterm to countries outside the EU, and using the DDP incoterm to countries within the EU and Mexico.

1.2 The shipping and transportation of the equipment once the contract is concluded, from the client's premises to Ludus' offices, as well as the associated costs, will be borne by the client.

1.3 The rental period will begin when the Customer passes through the Ludus payment gateway. Upon receiving the equipment, the Customer must inspect it and inform Ludus within 48 hours of any defects or non-conformities. Otherwise, the Equipment will be deemed to have been received in perfect condition.

1.4 Ludus undertakes to deliver the equipment within a maximum period of one month following payment of the invoice relating to the acquisition of the license and equipment leasing. In situations where Ludus takes more than one month to deliver for reasons not attributable to the Client, Ludus will provide an additional one-month period of use and enjoyment of the license and leasing free of charge.

Use of the Equipment

The Client agrees to use the Equipment properly, in accordance with the installation manuals, manufacturer specifications, and other instructions provided by Ludus. The Equipment may only be used for the purposes for which it was delivered to the Client. If the Client transfers the equipment to a third-party client for the use authorized by LUDUS in this contract, the Client will be responsible for all expenses and incidents associated with the transportation and use of the Equipment outside its facilities.

2.1 The Client may not sublet the use of the Equipment to third parties, except with prior authorization from Ludus.

2.2 The Client shall be responsible for ensuring the correct use of the Equipment by its personnel or any person whom it authorizes or facilitates its use under the terms provided in these General Conditions.

2.3 Ludus reserves the right to inspect the Client's correct use of the Equipment. Upon request given 48 hours in advance, the Client must authorize Ludus' designated personnel to access its facilities or the location where the Equipment is located at any given time, in order to verify its proper use and maintenance .

Duration and economic conditions

3.1 The Equipment is rented for the period and rental price specified in the purchase order and will be automatically renewed for the same period unless the Client or Ludus notifies in writing that it does not wish to renew it under the same license conditions with respect to the established end date.

3.2 The Equipment is leased for the period specified in the description of the purchased license. The lease cannot be canceled by the Customer during this period.

3.3 Leasing the equipment requires at least one user license with a workstation included for the same period as the equipment rental.

3.4 The use and enjoyment of the Equipment is subject to the timely payment of the amounts established in the acquisition form.

3.5 As indicated in section 8.8 of these general terms and conditions, if, for any reason, the Client delays payment of the License/Subscription/Equipment Lease, they must pay Ludus: a. late payment interest at the agreed rate corresponding to the legal interest rate plus 2% per week for the duration of the delay; b. In addition, the Client will be obligated to pay €35.00, plus VAT, as a penalty; and c. In the event of a second request from Ludus, the Client will additionally be obligated to pay €90.00, plus VAT.

Conservation and return

4.1 From the delivery of the Equipment and during the rental period, the Client must diligently maintain the Equipment and keep it in perfect working order.

4.2 At the end of the rental period, the Client must return the Equipment to Ludus in the same condition as it was delivered – except for normal wear and tear resulting from use – and in perfect working order, together with all accessories and manuals delivered with the Equipment.

4.3 The Return will be carried out under the following terms: (i) To the extent possible, the Customer must package the Product (if possible with the original packaging). ( ii ) The Customer must indicate the date and time of collection to the email address indicated in the specific conditions, so that Ludus' logistics provider can proceed with it, paying the costs associated with the shipment. ( iii ) In the event that on the agreed collection date the Customer does not make the Product available to Ludus' logistics provider for any reason not attributable to the Customer: (1) they must pay a penalty of 100 euros per piece of equipment and (2) Ludus will continue to collect the Rents until the Product is Returned under the terms it has been doing up to that date. ( iv ) In the event that the Client does not proceed with the Return of the equipment, Ludus may carry out the relevant procedures to recover it, and the Client must reimburse Ludus for the expenses and costs incurred to obtain the recovery.

4.4 The Customer must reimburse Ludus for the costs of repairing Products damaged as a result of the Customer's wilful misconduct or negligence. The Customer shall have 10 days to pay for the repair. If repair is not possible, Ludus will require the Customer to pay the replacement value of the non-repairable Equipment.

4.5 In the event of a lack of response or payment, Ludus will order a repair and issue the Customer an invoice for reimbursement of the repair cost. The Customer will continue to owe Ludus the corresponding Rents until the Products are effectively returned.

4.6 The costs of returning and transporting the Equipment to Ludus' facilities shall be borne by the Customer. The Customer shall be responsible for the risk of loss or damage until the Equipment is delivered to Ludus.

4.7 The Client shall be fully responsible for any damage or material damage that occurs to the Equipment during the rental period, except for normal wear and tear resulting from proper use of the Equipment.

Responsibility

5.1 From the moment the Equipment is delivered to the Client's premises and throughout the entire rental period, the Client shall be solely responsible for any incident or liability associated with or arising from the possession and use of the Equipment, whether by its employees or by any third party under its responsibility.

5.2 The Client is responsible for any damages of any nature caused by or to the Equipment during the rental period, as well as any incident or incident affecting the Equipment.

5.3 In the event of an accident, loss, theft, or robbery, the Customer will be fully responsible for the replacement value of the Equipment. The Customer must inform Ludus of any such incidents within 48 hours of their occurrence.

5.4 Ludus may invoice the customer for the amount of the replacement value of the Equipment that has already been affected by a claim of this type.

5.5 If applicable, it is the Client's sole responsibility to adopt the necessary measures to comply with its legal obligations regarding safety and prevention of occupational risks with respect to the use of the Equipment in its facilities and/or by its personnel or by authorized third parties under its responsibility.

5.6 The Client must hold Ludus harmless from any type of claim, damage or loss, penalty or eventuality arising from the use that the Client or the persons authorized by the Client make during the rental period, as well as from any damages arising from negligent, fraudulent or unauthorized use of the Equipment.

5.7 The Client shall be responsible for contracting, at its own expense, any insurance that may be necessary or appropriate to cover any potential liabilities arising from the possession and use of the Equipment under the terms set forth in these General Conditions, as well as its potential transportation and use in locations other than its facilities.

6. Maintenance and support

6.1 The Client is responsible for the routine conservation and maintenance of the Equipment.

6.2 The Customer undertakes to keep the Products protected and may take out comprehensive insurance covering all risks of loss, destruction, and/or theft , including electrical risks, for an amount equal to the replacement cost of the Products . Ludus must be listed as the beneficiary of said insurance. The terms and amount of the policy will be agreed upon in a document separate from this contract.

6.3 Within the rental price, Ludus offers a corrective maintenance and assistance service for potential incidents or malfunctions that affect the normal operation of the Equipment. This service will not entail any additional cost for the Client, provided that the malfunction is not due to improper use of the Equipment.

6.4 Ludus will provide support and incident resolution services remotely. For this purpose, Ludus provides the Client with a contact telephone number and email address: soporte@ludusglobal.com , Monday to Friday, from 9:00 a.m. to 1:30 p.m. (UTC+1 in winter / UTC+2 in summer). Support will be provided within 24 business hours of the incident being reported.

6.5 If the repair cannot be completed within 15 business days of receipt of the damaged equipment by the Ludus support team, and the cause of the incident cannot be attributed to the customer, Ludus will provide temporary replacement equipment starting on the 15th day. If the incident cannot be resolved, the customer will permanently use the replacement equipment. Ludus will not be liable for any direct or indirect operating losses or lost profits.

6.7 All shipping costs of customer equipment to Ludus will be borne by the customer, while Ludus will bear the shipping costs of replacement/repair equipment to the customer's home.

If the incident cannot be resolved remotely and requires the on-site assistance of a Ludus technician, the Customer must assume the costs of the technician's travel and labor to the location of the Equipment, subject to a prior estimate. These costs will be borne by Ludus if the incident is due to defects inherent to the Equipment and not resulting from improper use.

6.8 The Customer shall be responsible for all assistance and repair costs arising from circumstances resulting from improper use of the Equipment. For example, Ludus shall not, under any circumstances, be responsible for the cost of repairing incidents arising from any act or event beyond its control or responsibility, including, but not limited to:

6.8.1 aesthetic damage and possible operating defects resulting from knocks, breakages or defects attributable to the Client or third parties not related to LUDUS;

6.8.2 those caused by improper use or use not recommended in the manuals, specifications and other technical documentation made available to the Client;

6.8.3 those that are a consequence of use or manipulation by any third party to whom the client does not provide the training service with this equipment, or not authorized by LUDUS;

6.8.4 those arising as a result of incompatibility or inadequacy with accessories, components, spare parts or third-party products not recommended in the manuals and authorized by LUDUS;

6.8.5 those arising from breakdowns, fluctuations, outages or any type of interruptions or incidents outside of Ludus that affect the Client's or LUDUS' systems, such as power outages or telecommunications network failures.

7. Software

7.1 LUDUS leases the Equipment with a set of pre-installed programs owned and operated by third parties other than Ludus. The Customer is not authorized to use the pre-installed programs on any hardware or equipment other than the leased equipment. The use of third-party software or programs pre-installed on the Equipment is governed by the license terms established by their respective owners, and the Customer is responsible for compliance with these terms during the lease period.

7.2 The use of Ludus's virtual reality training software is subject to the conditions set forth in the purchase order attached to these terms and conditions and is governed by the guidelines cited in the general terms and conditions. The Customer may not download or install any software or program on the Equipment other than that pre-installed or authorized by Ludus and shall be fully liable to third parties for any failure to comply with this prohibition.

7.3 The Customer must keep the Equipment connected to the Internet once a month. If these Mondays are holidays, the Customer must connect the Equipment to the Internet on the next non-holiday day. If the Customer reports a breakdown and/or incident, the Equipment must remain connected to the Internet 24 hours a day until the incident is resolved.

7.5 Upon termination of the lease and before returning the Equipment to Ludus, the Customer is obliged to uninstall and/or delete all programs, files and data that may be installed or stored on the Equipment, at his/her own expense.

7.6 Once the Equipment has been received, Ludus will remove and permanently delete any data, programs, or files that may exist on the Equipment, restoring it to its pre-rental state. Once the Equipment has been returned at the end of the rental period, the Customer may not request its recovery.

8. Breach and termination

8.1 Failure to comply with the obligations assumed by the Client will entitle Ludus to terminate the lease, unless the Client has remedied its failure to the satisfaction of Ludus within seven days of being required to do so.

8.2 In the event that the breach is not rectifiable or the Client does not proceed to rectify it within the indicated period, Ludus will be automatically authorized to:

8.2.1 terminate and cancel the lease;

8.2.2 remove and recover the Equipment, at the Customer's expense;

8.2.3 revoke the software license granted; and

8.2.4 Claim the rental fees owed until the end of the minimum lease term.

8.3 The amounts owed as indicated will be without prejudice to any compensation for damages that the Client's non-compliance may have caused to Ludus.

9. Various

9.1 These General Conditions, together with the purchase order to which they are attached, contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all agreements that may have existed between the Parties prior to today's date in relation to the subject matter contemplated herein.

9.2 The invalidity of any of the provisions of these General Conditions declared by a competent Court or Tribunal shall not imply the invalidity nor affect the validity and enforceability of the remaining valid provisions.

9.3 No consent or waiver, express or implied, with respect to any breach of obligations by the other party shall be deemed to constitute consent or waiver of any other breach, whether or not related to the first. Furthermore, failure to exercise the right to require certain services, as set forth in these General Conditions, shall not constitute a waiver by that party of the rights recognized herein.

9.4 To be effective, any modification or alteration to these General Conditions must be agreed upon by both Parties and recorded in writing in an Annex, which must be signed by both Parties. Any modification or alteration made in violation of the provisions of this clause shall be void and ineffective.

9.5 The rights and obligations arising from these General Conditions may not be transferred to third parties without the prior express written consent of the other Party.

9.6 Any notification or communication required under these General Conditions shall be made in writing to the address established in the Specific Conditions and shall be delivered by any means that reliably confirms its receipt. Notwithstanding the foregoing, for the purposes of informal communications related to the operational management of the relationship between the Parties, communications exchanged by email to the addresses specified for this purpose shall be valid and effective.

9.7 If the Client provides training services to third parties using Ludus Equipment and software, it must expressly state that the Equipment and associated technology belong to Ludus and not to the Client. In any promotional or marketing materials used to market its services, the Client must expressly mention Ludus as the owner of the technology.

9.8 These General Conditions are subject to Spanish law, and any dispute arising in relation to the interpretation, execution, or termination of their provisions shall be subject to the jurisdiction of the Courts and Tribunals of the city of Bilbao, with the express waiver of any other jurisdiction that may apply to the Parties.