END USER LICENSE AGREEMENT - EULA k.LAB SYSTEM This End User License Agreement (hereinafter, “EULA”), entered into by (a) ASOCIACIÓN BC3 BASQUE CENTRE FOR CLIMATE CHANGE – KLIMA ALDAKETA IKERGAI (hereinafter, “BC3”), as party of the first and licensor; and (b) the end user (hereinafter, “USER”), as party of the second and licensee, regulates the USER'S access and use of the k.LAB system (hereinafter, the “k.LAB SYSTEM”). The USER accepts the terms and conditions set forth below without reservation. The k.LAB SYSTEM is a technology for managing co-production of knowledge relevant to decision-making, by making multi-disciplinary predictive models (hereinafter, the "MODELS"). To this end, the k.LAB SYSTEM includes the following elements, accessible through the IT infrastructure funded by BC3 (hereinafter, the "BC3 INFRASTRUCTURE"): • The IT programme called "k.LAB", in its 0.11.0 and all successive versions for the duration of this agreement, the website user interface "k.Explorer" and other complementary IT programmes (hereinafter, all conjointly called the "SOFTWARE"). • The shared MODELS and databases and information available through the BC3 INFRASTRUCTURE. In this context, in light of the EULA, the USER acquires the right to access and use the k.LAB SYSTEM from BC3, in the Not-For-Profit-Individual modality and as "Software as a Service" or "Saas", pursuant to the following terms: 1. LICENSE, PERMITTED USES AND RESTRICTIONS Pursuant to the EULA, and as long as it remains in force, the USER is granted the right to access and a personal, non-exclusive, temporary and non-transferrable use of the k.LAB SYSTEM (including the shared MODELS and databases and information available through the BC3 INFRASTRUCTURE). To this end, the USER is authorised to (a) download and install on their devices and use the SOFTWARE to connect to the BC3 INFRASTRUCTURE, available through the website www.integratedmodelling.org; and (b) access and use, for non-profit purposes and in an individual and non-transferrable fashion, the k.LAB SYSTEM and the shared MODELS and databases and information available in the BC3 INFRASTRUCTURE. Access and use of the k.LAB SYSTEM by the USER shall be managed by BC3 and shall take place by means of an access and use certificate previously granted to the USER, pursuant to the application procedure set forth by BC3 (hereinafter, the "CERTIFICATE"). In any event, the CERTIFICATE'S validity shall be subject to the veracity of the information provided by the USER in the aforementioned application procedure and using it in compliance with the EULA. In this fashion, if the USER provides untrue information and/or incorrectly uses the CERTIFICATE, it shall be revoked. The USER is bound to diligently use the CERTIFICATE and/or any user identifiers and passwords provided to the USER during the CERTIFICATE application process and are responsible for suitably keeping custody and confidentiality over them, undertaking not to grant their use to third-parties, neither temporarily nor permanently, and to not grant their access to any other persons. In the event of robbery, theft or unauthorised access to the CERTIFICATE and/or user identifiers and passwords provided to the USER during the CERTIFICATE application process, the USER is responsible for immediately reporting this circumstance so that appropriate measures may be taken. Under no circumstances shall BC3 be liable for actions conducted by unauthorised third parties using the USER'S CERTIFICATE and/or user identifiers and passwords provided to the USER during the CERTIFICATE application process, if the robbery, theft or unauthorised access has not been reported as indicated. In any event, pursuant to the EULA, the USER expressly authorises BC3 to access the data and information stemming from the USERS' use of the k.LAB SYSTEM in order to guarantee appropriate use, fully subject to the pertinent confidentiality obligation stemming from provisions in Clause 7.3. Pursuant to the rights acquired by means of the EULA, the USER must abstain from (a) modifying or creating products stemming from the k.LAB SYSTEM, the SOFTWARE or documentation referring to the aforementioned provided to them; (b) attempting to decompile, disassemble, conduct reverse engineering or attempting to decrypt the source code included in the k.LAB SYSTEM and the SOFTWARE; and/or (c) removing or modifying any registered trademark, logotype or any other warning, legend, symbol or label of ownership contained and/or integrated into the k.LAB SYSTEM or the SOFTWARE. The aforementioned also covers, notwithstanding any other operational rights which, if applicable and beyond the scope of the EULA and independent from it, the USER may have obtained to the SOFTWARE for modification and operation outside the BC3 INFRASTRUCTURE and which, in any event, shall be governed by the terms and conditions set forth in the corresponding additional license obtained to this end. 2. DURATION AND TERMINATION The right to use set forth in the EULA is granted for an initial period of ONE (1) year, beginning the moment that BC3 activates the USER'S CERTIFICATE. Said period of duration may be automatically extended in equal and successive periods of ONE (1) year, provided that neither of the PARTIES have stated a desire to not extend the period, at least FIFTEEN (15) calendar days before the initial period of duration or any of its extensions expires. In any event, BC3 may unilaterally terminate the EULA and revoke the CERTIFICATE at any point during its period of validity, with no prior warning and this not entitling the USER to any right to compensation (a) when the USER fails to comply with any of the terms and conditions in the EULA; and (b) when, for any reason, BC3's rights to operate the SOFTWARE expire. When the EULA is no longer in force, regardless of the reason behind its termination, the USER shall lose access to and use of the k.LAB SYSTEM. 3. AVAILABILITY, SECURITY AND GUARANTEE 3.1. Availability of the k.LAB SYSTEM The k.LAB SYSTEM shall be available for access and use through the internet 24 hours a day, every day of the year. Notwithstanding, this does not guarantee the availability of the k.LAB SYSTEM in the event of force majeure or circumstances beyond BC3's control, such as these listed below, but not limited to them: • Cases of force majeure: any circumstance or event of extraordinary nature, unpredictable or inevitable, beyond BC3's control, such as strikes of any kind, fires, floods, lack of electricity or driving force, disasters affecting BC3'S INFRASTRUCTURES and any others that arise after signing the EULA and that make compliance with BC3's obligations temporarily or, if applicable, definitively impossible or excessively onerous. • Events beyond BC3's control: the hardware and other IT programmes outside the k.LAB SYSTEM that are under the USER'S control and incidents in their operation; or (b) the power system, the IT system, the communication networks and interconnection elements held by the USER and/or third parties removed from BC3. Moreover, access to the k.LAB SYSTEM may be temporarily interrupted for security reasons, maintenance to restructuring resources, this not entailing failure to comply with this EULA. In any event, maximum efforts shall be made so that said interruptions have a minimum effect on the USER. When interruptions are scheduled and whenever possible, the USER shall be notified beforehand. 3.2. Security BC3 has implemented and updates the pertinent technical measures to guarantee security in using the k.LAB SYSTEM, as well as the integrity, availability and confidentiality of the information stored on BC3'S INFRASTRUCTURE. Notwithstanding the aforementioned, the EULA in and of itself does not grant any guarantee as to the security of the USER'S infrastructure and network, whose protection falls on the LICENSEE under all circumstances. 3.3. Guarantee The USER is guaranteed the SOFTWARE'S proper operation, pursuant to the technical and operational specifications pre-defined by BC3, as well as correction of any and all defects in SOFTWARE programming that affect proper operation. The aforementioned action to correct defects in the SOFTWARE'S programming shall be limited to the technical standard for software maintenance IEEE 1219-1998 (modifications made to a software product after delivery to correct discovered failures). Therefore, any adaptive or evolutionary maintenance work is excluded from the guarantee. In any event, excluded from the guarantee in this Clause are all errors or defects caused by reasons other than internal code errors. This exclusion includes, but is not limited to, errors or defects caused by the USER'S action, as well as those caused by resources outside the SOFTWARE, such as the USER'S physical devices or other physical devices with which they interact and/or other IT programmes other than the SOFTWARE. The USER agrees that the k.LAB SYSTEM, the shared SOFTWARE and the MODELS and databases and information available on the BC3 INFRASTRUCTURE are provided for use "as is ", so BC3 cannot guarantee that these elements are adapted to the particular purposes sought by the USER. Consequently, BC3 shall not be held liable in any way when, beyond the technical specifications and functionalities defined by BC3, the k.LAB SYSTEM proves inadequate for the USER'S specific needs. 4. TECHNICAL SUPPORT SERVICE BC3 provides the USER with a technical support service, as a Helpdesk, which can be accessed at this address (URL) www.integratemodelling.org, or other digital resources that are also found at said address. The aforementioned technical support includes answering consultations that the USER makes through the suitable channel regarding the use and operation of the k.LAB SYSTEM. In any event, the technical support service shall be provided exclusively during BC3's official office hours and based on said entity's business calendar, guaranteeing a response to consultations made by the USER within a maximum period of 2 weeks beginning the business day immediately after the consultation is logged. 5. COMPENSATION The right to access and use the k.LAB SYSTEM, granted by means of the EULA, is granted free of charge, meaning that the USER need not make any economic payment to BC3. 6. INTELLECTUAL PROPERTY The shared SOFTWARE and the MODELS and databases and information available on BC3'S INFRASTRUCTURE are owned by BC3 and/or third parties who have granted BC3 pertinent operational rights to them and are protected by Spanish Intellectual Property Laws and provisions in applicable international treaties. Signing the EULA does not entail any transfer to the USER of rights to exploit the Intellectual Property from the shared SOFTWARE and the MODELS and databases and information available on BC3'S INFRASTRUCTURE, notwithstanding the right to use granted pursuant to the EULA, which shall continue to be owned by BC3 and/or the aforementioned third parties. Regarding the MODELS and databases and information that the USER creates by using the k.LAB SYSTEM, ownership over any and all rights to operate the Intellectual Property for said elements shall be held by the USER. This notwithstanding, the USER may, if they deem doing so appropriate, grant BC3 a non-exclusive, free and non-transferrable license to operate the MODELS and databases and information they generate and share in using the k.LAB SYSTEM around the entire world and for the maximum period of duration set forth in applicable law, so that BC3 may make this available to third-party users of the k.LAB SYSTEM by means of pertinent licenses for use and under the terms set forth therein. In light of the aforementioned, the USER must guarantee the lawfulness of the databases and information referenced in said license to BC3, holding BC3 harmless in the event of any third-party claim in this regard. 7. PROCESSING PERSONAL DATA AND CONFIDENTIALITY 7.1. Processing the USER´S personal data The personal data provided by the USER to obtain a CERTIFICATE (e.g., name and surnames, post address and/or email, etc.) shall be processed by BC3, acting as Data Controller, in order to manage the application and facilitate and manage the USER'S access to and use of the k.LAB SYSTEM. It is hereby noted that providing said personal data is necessary and is a contractual requirement, such that if said data are not provided or erroneous data are provided, it will not be possible to obtain the CERTIFICATE and access the k.LAB SYSTEM. BC3 shall store said personal data as long as the EULA is in force and, when necessary, for the additional storage period necessary to comply with legal obligations. The personal data provided by the USER shall only be shared with public entities and/or bodies with whom they must be shared in compliance with legal obligations incumbent upon BC3. No international transfer of personal data provided by the USER is planned. In any event, the USER is hereby informed of their right (a) to request access from BC3 to their personal data, and to rectify, delete, limit processing, transfer or oppose processing of their data, by means of a written request sent to BC3 at the post address Barrio Sarriena s/n, Parque Científico de UPV/EHU, Edificio Sede nº1, Planta 1ª, Leioa (Biscay, Spain) or by sending an email to ARCrights@BC3research.org; and (b) to send a claim to the Spanish Data Protection Agency or any other competent Control Authority, especially when not satisfied with the exercise of their rights. 7.2. Processing personal data in using the k.LAB SYSTEM The USER'S use of the k.LAB SYSTEM does not include nor entail BC3 processing any personal data under the USER'S responsibility. It is the USER'S exclusive responsibility to comply with any and all obligations and shall be held liable for any personal data processing they carry out within the scope of their activity. 7.3. Confidentiality While using the k.LAB SYSTEM, both the USER and BC3 shall have access to the other party's information. This exchange of information is subject to the confidentiality obligation set forth in this Clause. To this end, "confidential information" is any information, technical data, commercial secrets, manufacturing procedures or other kinds of know-how owned by the USER or BC3 (hereinafter, the "OWNER"), to which the other party (hereinafter, the "RECIPIENT") has access while the USER is using the k.LAB SYSTEM, including, but not limited to, non-personal data in general, shared SOFTWARE, MODELS and databases and information available through the BC3 INFRASTRUCTURE, brands and any other Intellectual or Industrial Property rights and/or applications for them (whether registered or not), inventions, processes, designs, whether graphic or not, manuals, IT passwords, source codes, processes and/or designs, whether graphic or not, their use and/or exploitation, regarding those for which there is written proof that they are confidential or exclusive or that could be considered as such by an average individual, bearing in mind the concurrent circumstances. The RECIPIENT undertakes to: • Use said confidential information with the sole purpose of complying with the obligations stemming from the EULA. • Take suitable measures to guarantee the secrecy of all the OWNER'S confidential information, so that it does not become public domain or be made known to third parties. • Not reveal the OWNER'S confidential information to third parties, excepting employees who must have access to it to properly execute the EULA. Not included within the concept of "confidential information", and therefore excluded from this confidentiality obligation is information, technical data or know-how that: • Are public domain, unless said circumstance arises as a result of an action or omission on the RECIPIENT'S part. • The RECIPIENT discovered by means of a third party entitled to reveal them. • The OWNER has authorised revelation. To this end, the revelation of MODELS and databases and information is authorised when the USER has licensed them to BC3 pursuant to Clause 6, and which may consequently be shared with other k.LAB SYSTEM users without this entailing any sort of infraction against provisions in this Clause. 8. LIABILITY BC3 shall not be held liable in any way by the USER or by third parties for harm and damage arising from the USER'S use or lack of use of the k.LAB system, beyond the scope of the guarantees regulated in Clause 3.3. Under no circumstances may the USER claim, based on the EULA, compensation of any sort for harm or damage caused by force majeure or by causes beyond BC3's control (as defined in Clause 3.1). BC3 shall not be held liable for any harm or damages claimed by the USER and/or any third parties that may be qualified as consequential damages, loss of profit, loss of business, harm to image or loss of commercial reputation. 9. TERMINATION In addition to general grounds for termination of obligations, the EULA shall be terminated for the following: • By mutual agreement between the parties. • When the initially agreed-upon period has passed, or if applicable, the period of extensions that may have taken place, after any of the parties makes a statement to this end pursuant to the terms set forth in Clause 2. • By termination of BC3's legal personality or cessation of activity for any reasons. • By termination, for any reason, of BC3's rights to the k.LAB SYSTEM. • By unilateral termination with no prior warning on BC3's part when BC3 verifies (a) that false information has been provided by the USER in the CERTIFICATE application process; or (b) the USER makes use of the k.LAB SYSTEM in a fashion contrary to the EULA'S provisions. Said unilateral termination shall not entail any compensation for the USER. 10. NOTIFICATIONS For notification purposes, BC3 provides the following email address: [aries@integratedmodelling.org]. On the other hand, the USER provides the email address set forth in the application to obtain the CERTIFICATE for notification purposes. The notifications that both parties must send each other pursuant to provisions in the EULA must be sent to the aforementioned email addresses. 11. LANGUAGE The EULA is drawn up both in Spanish and in English, with Spanish being the control language and taking precedence in case of any contradiction in the English translation. 12. APPLICABLE LAW AND JURISDICTION The EULA shall be governed, interpreted and applied pursuant to Spanish Law. The resolution of any dispute that may arise in relation to the validity, efficacy, interpretation, compliance, termination or cancellation of the EULA is expressly and irrevocably subject to the Courts and Tribunals of the City of Bilbao, the USER expressly waiving any other jurisdiction that may be applicable.