Rules

1. FOREWORD

1.1. Background to the Programme

The Open Innovation Hub Programme (the “Programme” or “OIH”) is an initiative promoted by Inditex as part of its open innovation strategy, aimed at identifying, developing and scaling innovative solutions for application to its operations.

Against a backdrop of increasingly complex supply chains, the digitalisation of processes and the need to move towards more efficient and sustainable models, Inditex is driving this Programme as a means of collaborating with the entrepreneurial, technological and industrial ecosystem.

Through the Programme, Inditex seeks to gain access to new technologies, operating models and disruptive solutions in real-world business environments that complement its in-house capabilities. The Programme is managed and carried out largely through an open innovation web platform, through which, among other things, Inditex publishes its various Challenges and applicants upload their proposals.

1.2. Purpose of these Rules

These rules (the “Rules”) set out the terms and conditions governing applicants’ participation in the Programme, including the eligibility requirements, the selection process, the terms on which projects are to be carried out, and the rights and obligations of the parties.

Applicants must comply with these Rules. Participation in the Programme constitutes acceptance of them.

1.3. Promoting Entity

The Programme is promoted by Inditex or any of the companies forming part of its corporate group (“Inditex”), which, in each case, lead the design, implementation and monitoring of the various innovation initiatives carried out under the Programme.

Accordingly, these Rules constitute a general framework adopted by Inditex in its capacity as parent company, which may be adhered to by any company forming part of its corporate group or, where applicable, by any company replacing Inditex or succeeding to its position. Consequently, the terms, rights and powers granted to Inditex under these Rules shall also apply to those companies.

Inditex may engage third-party collaborators with specialist expertise in innovation, entrepreneurship or technological development to assist with the operational management of the Programme. This shall not affect its status as promoting entity.

The Programme is strictly private and voluntary. Participation in it does not constitute or imply the existence of any employment, commercial, corporate, partnership, agency, representation, joint venture, ongoing collaboration or other similar relationship between Inditex and the participants.

Furthermore, participation in the Programme, the submission of applications, the selection of proposals, finalist status, the allocation of resources or budget, or the possible carrying out of pilots, including demonstrators (“Living Labs” and/or “LLs”) or proofs of concept (“POCs”), shall not give rise to any right to enter into contracts, commercial agreements, licences, investments, financing arrangements or any other future contractual relationship with Inditex, nor give participants any legitimate expectation of doing so. If no such contracts, agreements or relationships are entered into, applicants or participants shall have no right to claim or receive any indemnity, compensation, damages or other payment on that account.

Any potential collaboration, including the commissioning of pilots, proofs of concept, products or services, the carrying out of additional projects, or the establishment of commercial relationships of any kind, shall be subject to separate negotiations between the parties and the execution of the relevant agreements in writing.

Participants expressly acknowledge and accept that participation in the Programme is solely for the purposes of evaluation, validation and open innovation, and that any decisions made by Inditex regarding the selection or continued participation of applicants or participants, or any potential engagement with them, shall be discretionary and based on Inditex’s needs and interests. Inditex shall have sole responsibility for making decisions under the Programme and shall do so at its discretion, taking into account a range of technical, operational, strategic and business factors. Such decisions shall not give rise to any right in favour of applicants or any obligation to provide further reasons

1.4. Acceptance of the Rules

An applicant’ s mere participation in the Programme constitutes that applicant’s express and irrevocable acceptance of these Rules. Such acceptance shall be legally binding on the applicant in all the terms set out in these Rules, including, as an inseparable part thereof, the confidentiality obligations contained in the NDA executed with Inditex.

Applicants expressly acknowledge that becoming aware of or reviewing the Programme Challenges, or any information provided by Inditex in connection with the Programme, automatically entails the assumption of the confidentiality obligations set out in the NDA.

Inditex may at any time request that any applicant executes a separate NDA. However, failure to execute an NDA expressly shall in no event release the Participant from the confidentiality obligations arising under these Rules, which shall be fully enforceable from the time the Rules are accepted or, where applicable, the first time the Participant accesses Inditex Confidential Information, whichever occurs first.

1.5. Signatory’s authority

Signatories represent that they have sufficient authority, which is valid and has not been revoked, and that they are subject to no restriction imposed by law, articles of association or contracts to execute these Rules and bind the Participating Entity.

Acceptance of these Rules shall bind the Participating Entity as a whole, including its employees, directors, subsidiaries, affiliates or investee companies, subcontractors and any person acting under its direction or control in connection with the Programme.

2. DEFINITIONS AND INTERPRETATION

2.1. Key definitions

For the purposes hereof, the following terms shall have the meanings set out below, unless the context clearly indicates otherwise:

“Rules” means this document, which provides the terms and conditions for participating in the Programme.

“Applicant” or “Participant” means any entity that has applied to participate in the Programme but has not yet been selected.

“Demo Day” means a presentation session organised by OIH at which selected Participants or Applicants present their Proposals to the team responsible for the Programme.

“Innovation ecosystem” or “Ecosystem” means a network of public and private entities that develop or promote innovation activities, including, among others, startups, scaleups, technology companies, research centres, universities, investors and other relevant stakeholders.

“Finalists” means such Participants or Applicants whose Proposals have been shortlisted by OIH following the assessment process and who may be invited to take part in subsequent stages of the Programme.

“IP” or “Intellectual and Industrial Property” means all rights in intangible assets, including, without limitation, intellectual property rights, industrial property rights, trade secrets, know-how, software, designs, patents, trademarks and any other similar rights, whether registered or unregistered.

“Living Lab” (“LL”) means a controlled technical validation stage prior to a POC, applied selectively to Challenges with a low or medium level of technology maturity, or with operational complexity, that require a preliminary process before being addressed directly in a production environment.

“NDA” (Non-Disclosure Agreement) means the NDA that governs the terms under which the Parties may exchange Confidential Information within the Programme’s framework.

“Platform” means the digital environment provided by Inditex for the management of the Programme, through which the Challenges are published, applications are submitted and interactions with Participants are conducted.

“Budget” means the amount allocated by Inditex to a particular Challenge to fund the development work required.

“Programme” means Open Innovation Hub (OLH), the open innovation initiative driven by Inditex.

“Proposal” means the application, information, documents and materials that Participants or Applicants must submit through the Platform to take part in a Challenge.

“Factory Acceptance Test” – (FAT)” means the verification and validation procedure carried out at the Participant’s or Applicant’s premises.

“Site Acceptance Test” – (SAT)” means the verification and acceptance procedure carried out at Inditex premises once the equipment developed has been delivered, installed and assembled, to check that it operates correctly under the actual operating and production conditions envisaged.

“Proof of Concept” or “POC” means experimental development or a pilot carried out to validate the technical, operational or commercial feasibility of a Solution, either in a laboratory or in a real-world Inditex environment.

“Challenges” means areas of innovation identified by Inditex in connection with specific operational needs, for which proposals for Solutions are invited.

“Scaleup” means a company that has validated its business model and is undergoing rapid growth, with a Solution that has already been tested in the market and the capacity to scale its implementation.

“Solution” means a technological solution consisting of the integrated application of technologies and systems to optimise processes, improve their efficiency and degree of automation, with the aim of addressing Inditex’s challenges.

“Spin-off” means a business entity established from an existing organisation, such as a university, research centre or company, to commercialise technological developments or knowledge generated within the organisation.

“Startup” means an early-stage company, generally technology-based or innovation.

2.2. Rules of Interpretation

These Rules shall be interpreted in accordance with the following rules:

1. Inditex shall be responsible for interpreting the provisions of these Rules.
2. In the event of any discrepancy between different language versions of these Rules, the Spanish-language version shall prevail, unless expressly stated otherwise.
3. In the event of any discrepancy or conflict between these Rules and any other documents applicable to participation in the Programme, including the Platform Terms and Conditions, the Legal Notice or any NDA, these Rules shall prevail in all cases, unless expressly stated otherwise.
4. The total or partial invalidity of any provision of these Rules shall not affect the validity of the remaining provisions, which shall remain in full force and effect.
5. Inditex’s failure to exercise any right granted under these Rules shall not constitute a waiver of that right.

3. PROGRAMME’S PURPOSE, GOALS AND SCOPE

3.1. Programme’s Purpose

The Programme seeks to identify, select and collaborate with entities within the innovation ecosystem that offer innovative solutions applicable to Inditex’s processes and operations.

Through the Programme, Inditex promotes an open innovation model aimed at addressing real business challenges. Under this model, Inditex acts as a customer of innovative solutions developed by third parties, facilitating their development and validation in real operating environments through Living Labs (LLs) or POCs. This enables Inditex to assess their technical and operational feasibility and, where appropriate, their potential to be scaled within the organisation.

3.2. Programme’s Goals

The Programme pursues, among others, the following objectives:

1. To promote an open innovation model by fostering collaboration with R&D&I entities, start-ups, scale-ups, spin-offs, research centres, technology-focused organisations and other ecosystem stakeholders.
2. To gain access to new technological Solutions and external capabilities that can address specific operational challenges.
3. To identify, validate and develop innovative solutions that improve the efficiency, automation, flexibility, traceability and sustainability of the supply chain.
4. To establish medium and long-term strategic relationships with stakeholders in the innovation ecosystem, with a view to jointly developing Solutions.
5. To lead the development of technologies, solutions and capabilities that can address the challenges defined by Inditex.
6. To facilitate the scaling of innovative Solutions at the pace required by the business through efficient collaboration models.

3.3. Technology scope and innovation lines

The Programme revolves around several Challenges defined by Inditex, which are aligned with its main innovation lines.

Inditex may define specific Challenges that will be published via the Platform and which Inditex may update, amend or extend at any time, based upon the evolution of its operating and strategic needs.

3.4. Assessment of solutions

Solutions submitted by the Participants must be aligned with the published Challenges and provide an innovative, distinctive approach that is to Inditex’s operational context.

In particular, Solutions will be assessed on whether they:

1. Have reached a sufficient level of maturity to be validated through an LL or POC.
2. Are technically and operationally viable in real or simulated environments.
3. Offer clear advantages over existing solutions.
4. Are scalable and potentially capable of integration into Inditex’s systems and processes.
5. Comply with applicable regulations, particularly those relating to certification and approvals, safety, data protection and sustainability.

Inditex may reject any Proposals which, in its view, fail to meet the minimum requirements for quality, feasibility or suitability for the Challenges set.

3.5. Resources

Inditex may make certain resources available to Participants selected as Finalists and to Participants whose Proposals are of interest to other Participants assigned to carry out an LL or POC, to support the development of their Solutions.

Such resources may include, without limitation:

1. Support from Inditex’s technical and business teams in developing the Solution, LL and/or POC.
2. Access to information relevant to validating the Solution, subject in all cases to the applicable confidentiality obligations.
3. Allocation of a Budget, where applicable, in accordance with the terms of each Challenge.
4. Access to environments, premises or logistics infrastructure, to the extent necessary to carry out the POC.

The nature, scope and specific terms of any such resources shall be determined by Inditex in each case at its sole discretion and may be set out in separate agreements between the parties.

Participation in the Programme, selection as a Finalist or selection to carry out an LL or POC shall not in any event guarantee the receipt of funding, revenue, commercial contracts or any other financial benefit.

4. PARTICIPATION REQUIREMENTS

4.1. Participants’ requirements

Entities that meet the requirements set out in these Rules may participate in the Programme.

As a general rule, participation in the Programme requires, among other things, that the entity:

1. Accepts and, where applicable, executes the non-disclosure agreement (NDA) made available to the applicant by Inditex through the Platform or by any other means. However, as provided in Term 1.4 of these Rules, the confidentiality obligations under the NDA shall bind the applicant and the entity it represents from the time these Rules are accepted, whether or not the NDA is separately executed.
2. Expressly accepts these Rules upon registering or submitting an application through the Platform.
3. Be authorised to submit Proposals on behalf of a duly constituted legal entity. The applicant entity represents and warrants that it holds or has acquired or will acquire where necessary through appropriate internal agreements with the individuals involved in preparing the Proposal, all rights required in relation to the Proposal submitted. It undertakes to ensure that the Proposal and its continued participation in the Programme are not dependent on any particular individual remaining in its organisation. Accordingly, if the person who submitted the Proposal ceases to provide services to, or otherwise ceases to be associated with the applicant entity, that entity shall appoint another duly authorised representative to continue its participation in the Programme. This shall not be asserted against Inditex and shall not affect the validity of the application or the rights and obligations arising under these Rules.

Inditex may establish additional participation requirements depending on the nature of each Challenge, the type of Solution proposed or the specific needs of the Programme. Any such requirements shall be duly communicated through the Platform or by any other means considered appropriate.

Failure to meet any of the requirements may result in the Participant’s exclusion at any stage of the Programme. Exclusion, whenever it occurs, shall not entitle the Participant to any indemnity, compensation, reimbursement of expenses, damages or other payment, or give rise to any claim of any kind against Inditex.

4.2. Eligibility criteria

Participation in the Programme shall be subject to meeting any eligibility criteria set out in these Rules or in each published Challenge.

4.3. Incompatibilities

Grounds for incompatibility may be established that restrict or preclude participation in the Programme, depending on specific circumstances relating to the Participants, their Proposals or the Challenges.

4.4. Participants’ obligations

Participants shall comply with the obligations set out in these Rules and in each Challenge, as well as any obligations arising, where applicable, from their participation in the various stages of the Programme or from any separate agreements that may be entered into.

5. PROGRAMME’S STRUCTURE

5.1. General considerations

Inditex reserves the right to:

• Adapt, simplify or extend the stages of the process to reflect the specific features of each Challenge, the Solution selected for development of a POC, or technical, functional, implementation or other requirements.
• Request additional information at any time.
• Declare one or more Challenges unsuccessful, without prejudice to Inditex’s right to keep a Challenge open, amend the deadlines for submitting applications or carrying out the Challenge, close it and/or relaunch it at a later date.
• Select one or more Proposals for each Challenge, or none at all.

5.2. Programme stages

The Programme is structured around a series of successive stages governing the identification, evaluation, selection and development of Solutions in response to the published Challenges.

The stages may vary depending on the description of each Challenge. As a general rule, however, the process will proceed as follows:

Stage 1: Registration on the Platform

Applicants shall register on the Platform, sign the relevant NDA and accept these Rules. Inditex may request that a specific NDA be signed as a prerequisite to access certain information regarding a Challenge.

Stage 2: Submission of Applications

Once registered, Applicants may apply for one or more open Challenges and submit a Proposal with the level of detail required for each.

Stage 3: Initial assessment and shortlisting

The Proposals received will be subject to an initial assessment by the team responsible for the Programme, taking into account both general criteria and criteria specific to the relevant Challenge.

The assessment criteria may include, among other things, the matters set out in Terms 3.4 and 6.4 hereof.

At the end of this stage, Inditex will shortlist the Applicants to be invited to participate in the next stage.

Stage 4: Demo Day (presentation of solutions)

Shortlisted Applicants may be invited to attend presentation sessions (Demo Days), either in person or remotely. At these sessions, they shall present their Proposals and Solutions to the team responsible for the Programme and, where applicable, other relevant internal teams, in the format specified by Inditex.

During these sessions, Applicants shall provide further details of their Proposals, including, without limitation:

• Description of the entity or company.
• A functional and conceptual description of the Solution.
• Drawings, blueprints, photos and/or videos of the Solution.
• Technical details.
• Details of the team from the applicant entity involved.
• Support from partners or third-party collaborators in developing the Solution.
• Use of patents, utility models, trade secrets and/or proprietary technologies.
• Use of third-party solutions in the Solution.
• Cost breakdown and budget.
• Plan for the LL or POC, including implementation deadlines.
• Details of any patents, utility models or trade secrets relating to the Solution.
• An analysis of the risks associated with the proposed Solution.

Stage 5: Advanced assessment and shortlisting of Proposals

Following the Demo Day, Inditex will assess in greater detail the solutions submitted. It can also request additional information from the Applicants.

At this stage the following aspects will be assessed, among others:

• The level of development of the Proposal submitted, including the clarity of its presentation, the level of detail and the overall consistency of the approach.
• The extent to which the Solution meets the requirements of the relevant Challenge.
• The Solution’s level of innovation, differentiation and maturity.
• The Solution’s potential business impact and expected benefits.
• Applicability in real-world environments.
• Its technical and operational feasibility.
• The Applicant’s previous experience, technical capabilities and references.
• The Applicant’s ability to adapt to Inditex’s requirements.
• The Solution’s flexibility and robustness.
• The risks associated with the proposed Solution.
• The implementation model (by the Applicant or through third parties) and the use of third-party solutions in the proposed Solution.
• The use of patents, utility models, trade secrets and/or proprietary technologies-
• Compliance with applicable regulations and technical, technological, security and other requirements, depending on the Challenge or the Solution.
• The plan for the LL or POC and the implementation timelines.
• The Solution’s life cycle and its maintenance and update requirements and costs.
• The Proposal’s economic feasibility, the suitability of the budget and its potential return.
• Requirements and constraints relating to the industrialisation of the Solution.
• The Applicant’s capacity to industrialise and scale the Solution-
• Any other criteria specific to the relevant Challenge.

At the end of this stage, Inditex may shortlist one or more Proposals for each Challenge, or none if the Proposals are deemed unsuitable.

Stage 6: Selection of Finalists

Following the advanced assessment of the Proposals, Inditex will pick one or more Applicants per each Challenge, based on the quality, feasibility and interest of the proposals submitted.

For any given Challenge, Inditex may decide to carry out one or more POCs, or none, and may assign them to different Applicants where it considers this appropriate to validate different approaches or Solutions.

The selection of Applicants at this stage shall not, of itself, constitute the commencement of a POC. The POC shall proceed only once the relevant agreements have been defined and executed.

Inditex may declare a Challenge unsuccessful if it so decides or if the Solutions proposed by Applicants cannot address the Challenge in a feasible manner, with the required level of automation, efficiency, industrialisation, scalability or return, or in accordance with other specific business criteria.

Stage 7: Definition and formalisation of the POC

Selected Applicants shall, where applicable, provide additional technical documentation to enable the scope of the POC to be defined in greater detail.

The relevant agreements shall subsequently be entered into with those Finalists to whom Inditex allocates a budget for carrying out a POC. These agreements shall cover the collaboration model, financial terms and any other matters required for the POC to be carried out.

The project will also be scoped in detail.

Stage 8: Implementation of the POC

Once the agreements have been duly executed and the terms of the project have been defined, the POC’s implementation shall begin. It will be carried out pursuant to the provisions of Term 7 below, and to the specific partnership agreements executed between the parties.

5.3. Term and indicative timetable

The specific timetable of each Challenge shall be published on the Platform, setting out the launch date, the deadline for submitting Proposals, the expected date of the Demo Day at which Proposals will be presented to the Programme leads, the estimated dates for decision-making and, where applicable, for carrying out LLs or POCs. The scheduled dates may be amended if Inditex considers it appropriate, for organisational reasons, to extend the timetable for the Challenge

5.4. Forms of participation

Applicants may participate in the Programme as follows:

a) Individual Applications

Applicants may individually submit a Proposal in response to one or more Challenges published on the Platform. A separate Proposal must be submitted for each Challenge.

In this case, the Applicant shall be solely responsible for the Solution submitted and for any subsequent development thereof at later stages of the Programme, including, where applicable, carrying out a POC.

b) Collaboration between entities

Two or more entities may submit a Proposal jointly where the proposed Solution requires a combination of complementary capabilities, technologies or expertise.

In such cases:

1. Each participating entity shall clearly identify its role in the Proposal and the scope of its contribution.
2. The entities shall appoint one entity or representative as their main point of contact with Inditex for communication and coordination purposes.
3. The entities shall be responsible for regulating their relationship internally before jointly submitting the Proposal to Inditex, including matters relating to the allocation of responsibilities, intellectual property ownership and financial terms.

Inditex may request further information about the collaboration structure and may, where applicable, make participation conditional upon the execution of specific agreements between the parties. This shall not be construed as imposing any responsibility on Inditex for the relationship between the collaborating entities, which shall remain solely responsible for regulating that relationship.

c) Collaborations proposed by Inditex

Following its assessment of the Proposals received, Inditex may identify potential synergies between Applicants and propose that they collaborate, either with one another or with industrial entities or other entities in the Ecosystem, to jointly develop a Solution as part of a POC.

In such cases:

1. Participation in the collaboration shall be voluntary for the Applicants concerned.
2. Any collaboration shall be subject to the parties’ express agreement and prior agreement on the terms governing it.
3. Before any collaboration begins, the parties shall enter into any agreements necessary to govern, among other matters, confidentiality, intellectual property, the allocation of responsibilities and, where applicable, financial terms.

Inditex shall assume no responsibility for the internal relations between Applicants participating in such collaborations, who shall be solely responsible for regulating their relationship. This is without prejudice to Inditex’s role in facilitating the Programme, defining its objectives and providing overall coordination.

6. APPLICATION AND SELECTION PROCESS

6.1. Submission of Applications

Applications to the Programme must be submitted exclusively through the Platform made available by Inditex for that purpose.

Applications submitted by any other means, including by email, verbally or through any other channel, will not be accepted.

Through the Platform, Applicants must complete the registration process, execute an NDA, accept these Rules, and provide all documentation and information required to participate in the various Challenges.

The Platform is intended to ensure that the process is traceable, that the information submitted remains intact, that all Applicants are treated equally and that applications are properly managed, while avoiding errors, duplicate submissions and loss of information.

Inditex shall not be liable for technical incidents, transmission errors or problems arising from use of the Platform that are beyond its reasonable control. Where necessary, Inditex may make alternative arrangements available.

6.2. Required Documentation

As a general rule, the documentation required to submit an application shall include, without limitation:

1. General information about the Applicant, including a description of the entity, its technical capabilities and relevant experience.
2. A technical description of the proposed Solution, including its functional, conceptual and technological approach.
3. A proposal for carrying out the POC, including its timetable, scope and required resources.
4. A cost estimate and budget for the POC.
5. Information about the project team and, where applicable, any partners or collaborators involved.
6. Additional supporting materials, such as presentations, demonstration videos or other technical documentation.
7. Any other information that the Applicant considers relevant or that is required for the relevant Challenge.

Inditex may specify documentation requirements for each Challenge and request additional information at any stage of the process.

6.3. Stages of the evaluation process

The application assessment process shall be conducted progressively across the various stages of the Programme described in Term 5.

Asa a general rule, the process shall include:

1. An initial assessment of the applications submitted, to verify their general suitability for the Programme and compliance with the requirements of the relevant Challenge.
2. Shortlisting of applications based on technical criteria and the Applicant’s capabilities.
3. Presentation and validation of the Solutions stage (“Demo Day”), at which the key aspects of the Proposals will be examined in greater detail.
4. An advanced assessment of the Solutions, to analyse their feasibility, impact and fit with Inditex’s needs.
5. Final selection of Applicants for the potential development of POCs, where applicable.

Inditex may adapt the number, content, duration and scope of the assessment stages to reflect the description of each Challenge.

6.4. Assessment criteria

Applications shall be assessed against objective criteria relating to the quality, feasibility and suitability of the proposed Solutions.

The assessment criteria may include, among other things:

• The Applicant’s technical capabilities, experience and references.
• The extent to which the Solution meets the requirements of the relevant Challenge.
• The Solution’s level of innovation, differentiation and maturity.
• The technical and operational feasibility of the Proposal.
• The Solution’s potential business impact and expected benefits.
• Its capacity to be implemented in real-world environments.
• The Solution’s flexibility, robustness and adaptability.
• The level of development of the Proposal, including the clarity of its presentation, the level of detail and the overall coherence of the approach.
• The plan for the LL or POC and the implementation timelines.
• The Proposal’s economic feasibility, the suitability of the budget and its potential return.
• Compliance with the technical, technological, security, regulatory and other requirements applicable to the relevant Challenge and Solution.
• Use of patents, utility models, trade secrets and/or proprietary technologies.
• The implementation model (in-house or through third parties) and the use of third-party solutions in the proposed Solution.
• The solution’s life cycle and its maintenance and update requirements and costs.
• Requirements and constraints relating to the industrialisation of the Solution.
• The Applicant’s capacity to industrialise and scale the Solution.
• The risks associated with the proposed Solution.
• Any other criteria specific to the relevant Challenge or use case.

The specific criteria, their weighting and how they are applied may vary from one Challenge to another.

6.5. Assessment and Decision-Making Committee

The applications shall be assessed and Applicants selected by an Evaluation Committee appointed by Inditex.

The Committee may comprise representatives of the team responsible for the Programme and members of Inditex’s various technical and business areas, depending on the nature of each Challenge.

The Committee may also include internal or external experts, where considered necessary for the proper assessment of the Solutions.

The Committee shall make its decisions in accordance with the criteria set out in these Rules and the specific requirements of each Challenge or business needs. For this purpose, Inditex may give priority to Proposals of particular interest based on its internal strategic criteria.

The decisions made shall be final. Inditex shall not be required to provide individual reasons for them, and Applicants shall have no right to appeal.

7. DEVELOPMENT OF THE PROGRAMME / LL AND POCS

7.1. Conditions for conducting Proofs of Concept

The specific terms for carrying out each POC shall, where applicable, be decided and defined once the Finalists have been selected and before implementation begins.

For this purpose, the parties shall enter into the relevant agreements, which may cover, among other things, the scope of the LL or POC, its objectives and deliverables, the timetable, allocated resources, financial terms, intellectual property arrangements, confidentiality, the use of artificial intelligence, cybersecurity and any other applicable terms.

Before the POC begins, the project shall also be scoped in detail. This shall include technical and operational alignment between the parties and the definition of the criteria for validating the Solution.

Inditex may, at its sole discretion, declare a Challenge unsuccessful and decide not to allocate a budget for an LL or POC if the Solutions proposed by the Applicants do not provide a viable means of addressing the Challenge, with the required level of automation, efficiency, industrialisation, scalability or return, or in accordance with other specific business criteria.

7.2. Relationship with Inditex and business units

During the LLs and POCs’ development, Inditex shall assign a team to each initiative. Participants shall work with the technical and business teams designated by Inditex as responsible for monitoring the project.

Inditex may appoint one or more points of contact to coordinate the LL or POC and establish the communication channels and working arrangements considered appropriate, which Participants shall follow and observe.

The LL and/or POC shall be carried out in close collaboration with the business units involved, to ensure that the Solution is properly integrated into the operational environment and that its results are properly assessed.

7.3. Follow-up and reporting

During the LLs and/or POCs’ development, Participants shall continuously monitor the project’s status and report its progress to Inditex.

For such purposes:

1. Interim monitoring milestones may be established, including periodic technical and business review meetings.
2. Participants shall report on progress with the LL and/or POC, achievement of the objectives defined, and any issues, deviations or risks identified.
3. Inditex may request additional information or require corrective action where it considers this necessary for the proper conduct of the LL and/or POC.
4. Key performance indicators (KPIs) or other assessment criteria may be defined to measure the success of the Solution.

7.4. LL or POC COMPLETION

Upon completion of the LL or POC, the parties shall jointly assess the results achieved against the criteria defined in advance.

The assessment may include, without limitation:

1. The extent to which the objectives and KPIs established have been met.
2. The technical, operational and economic feasibility of the Solution.
3. Its potential to be scaled and integrated into Inditex’s processes.

Following such assessment, Inditex may:

1. Require changes to adapt and improve the LL or POC to meet operational and/or technical needs. If appropriate, the parties shall agree specific terms for a new, more advanced version of the LL or POC.
2. Consider continuing with the Solution by exploring potential further commercial agreements.
3. End the collaboration, without this entitling the Participant to any additional compensation beyond that provided for in the agreements entered into.

The LL or POC may be suspended or terminated while it is in progress, without waiting for its completion, if the expected interim results are not achieved or on grounds relating to regulatory compliance, safety, technical or technological requirements, operational or business impact, sustainability, feasibility or any other matter reasonably considered relevant by Inditex.

Completion or termination of the LL or POC shall not oblige Inditex to continue implementing the Solution or to enter into any commercial relationship with the Applicant. The Applicant expressly acknowledges and agrees that completion, cancellation or discontinuation of the LL or POC, whatever the outcome, shall not entitle it to any indemnity, compensation, damages, reimbursement of expenses, loss of profits or other payment, except as expressly provided for in any agreements entered into between the parties.

8. PROGRAMME BENEFITS AND CONTRIBUTIONS

8.1. Resources provided by Inditex

Participants whose Proposals are selected for an LL or POC may be granted access to certain resources made available by Inditex to support the development and validation of their Solution in a real-world environment.

These resources may include, in particular:

1. An allocation from a budget for carrying out the LL or POC, where applicable. The amount and terms shall be determined based on the description of the Challenge and the selected Proposal. The budget may cover all or part of the costs associated with developing, implementing and validating the Solution.
2. The opportunity to validate the Solution in real operating environments, including Factory Acceptance Test (FAT) and Site Acceptance Test (SAT) stages, depending on the nature of the POC.
3. Access, where applicable, to the technical and/or personnel resources of Inditex required to carry out the LL or POC properly. Any such allocation shall be assessed on a case-by-case basis.
4. Support from Inditex’s technical and business teams during the development and execution of the LL and/or POC.

Inditex may also consider providing other benefits or additional support, depending on the description of each Challenge and Proposal. It shall be under no obligation to do so, and Participants shall have no right to make a claim in this regard

8.2. Potential subsequent commercial agreements

Neither participation in the Programme nor selection, where applicable, for an LL or POC shall give rise to any obligation on the part of Inditex to enter into a commercial, contractual or investment relationship with any Participant.

Notwithstanding the foregoing, iff the results of the LL and/or POC are satisfactory and of interest to the business, Inditex may, at its sole discretion, explore the possibility of entering into further commercial agreements with the Participants. Any such agreements shall be governed by their own terms and conditions and negotiated separately between the parties. Participants may not rely on the results of the LL or POC, or on their participation in the Programme, as grounds for claiming a right or legitimate expectation that any such agreements will be entered into.

8.3. Limitations

The benefits and resources available under the Programme shall be subject to the following limitations:

1. Participation in the Programme does not guarantee funding, revenue, commercial contracts or any other financial benefit, except as expressly provided for in these Rules or in any specific agreements entered into.
2. Access to Inditex’s resources shall be limited to the scope, duration and terms specified for each POC or Programme stage in any specific agreements entered into for that purpose.
3. Inditex shall not be required to allocate resources to all Participants or all Challenges and may select the Proposals it considers to be of greatest interest.
4. The Budget allocated to a Challenge or POC need not be fully used. This shall not entitle Participants to any compensation.
5. Participants shall bear the costs arising from their participation in the Programme.
6. The provision of any resource or benefit shall be conditional upon compliance with these Rules and, where applicable, any specific agreements entered into.

9. EFFECTS OF WITHDRAWAL FROM AND ABANDONMENT OF THE PROGRAMME

Applicants who withdraw from or voluntarily abandon the Programme at any stage shall notify Inditex in writing as far in advance as possible.

Upon withdrawal or abandonment, the Applicant shall automatically forfeit any right or expectation relating to its participation in the Programme, including the possibility of continuing in any ongoing or future assessment process, developing an LL or POC or pursuing any potential collaboration, whether current or future. The Applicant shall have no right to claim any indemnity, compensation, reimbursement of expenses or other payments from Inditex.

If Inditex has provided the Applicant with any resources, funding, equipment, materials, licenses, access to facilities, information, data, developments, prototypes or other benefit or contribution for the purpose of developing an LL or POC or carrying out activities related to the Programme, the Applicant shall return them immediately upon Inditex’s request. Where their nature makes return impossible, the Applicant shall reimburse their monetary value or provide a proper account of their use in accordance with the agreed terms.

Withdrawal or abandonment shall not release the Applicant from any obligations previously assumed, including those relating to confidentiality, data protection, intellectual and industrial property, the return of information and materials, or any other obligation which, by its nature, is to survive the end of the Applicant’s participation.

Notwithstanding the foregoing, Inditex expressly reserves the right to claim from the Applicant any damages, costs, expenses, losses, penalties imposed by third parties or other harm actually suffered as a result of the withdrawal or abandonment, where it has caused a breach of the Applicant’s obligations, the suspension or delay of an agreed LL or POC and/or its development, the loss of resources invested by Inditex, or any other demonstrable loss.

10. CHANGE OF CONTROL OF THE PARTICIPANT

The Participant shall immediately notify Inditex of any merger, demerger, transfer of material assets, sale of the Solution forming part of the Programme, change in the entity’s owners or shareholders, or change in its direct or indirect control, occurring during the Participant’s participation in the Programme or the performance of an LL or POC.

Inditex may assess the impact of any such transaction and decide, at its sole discretion, whether the Applicant may continue in the Programme, whether the terms of the LL and/or POC should be amended, or whether the Participant’s participation should be terminated.

In no event shall the transfer to a third party of the Solution, the business or any assets associated with the Programme adversely affect any rights, licenses, authorisations or powers previously granted to Inditex under these Rules or any specific contract or agreement. Nor may it prevent the continuation of any agreements, development, validation or activities in progress relating to the Challenge, use case, LL or POC. If an LL or POC is interrupted or terminated for this reason, the Participant shall repay any funding received from Inditex.

11. INTELLECTUAL AND INDUSTRIAL PROPERTY (IP)

The OIH (Open Innovation Hub) Programme operates under an open innovation model through which Inditex seeks access to innovative Solutions developed by third parties in the innovation ecosystem to address Challenges identified by Inditex. As a general rule, the Programme is not intended for Inditex to acquire ownership of Participants’ intellectual property. Rather, the aim is to agree terms that appropriately reflect the value contributed by both parties.

For the purposes of these Rules, the terms set out below shall have the following meanings:

“Background IP” means all knowledge, technology, developments, Solutions, products, software, algorithms, documentation, intellectual and industrial property rights, know-how, trade secrets, technical information and any other intangible assets, whether protected or not, owned by either party before its participation in the Programme or developed independently and outside the Programme, without using the other party’s Confidential Information or any substantial contributions made by that party in connection with the relevant Programme, LL or POC.

“Use case” means a detailed functional description of a business process, Solution and/or service in a particular operational context. It describes a specific situation in which a technology, process or innovative Solution is applied to address a particular problem or opportunity for improvement in Inditex’s operations. It includes a functional description of the process and operational scenario, the parties involved, the need to be addressed, how the Solution is implemented, and the expected benefits and objectives, as defined, communicated or validated by Inditex in connection with a Challenge, LL, POC or Solution.

“Competitor” means any entity that directly or indirectly carries out or performs activities that compete in material respects with those of Inditex or any company in its Group, including, without limitation, entities operating in the fashion retail, textile, footwear, accessories or homeware sectors, including the online retail of products in those sectors, in relation to the relevant Challenge, Use Case, Solution, LL or POC.

“Residual Knowledge” or “Residual Information” means ideas, concepts, techniques, methodologies, approaches, general know-how and knowledge that is not protectable, which individuals participating in the Programme—whether employees, directors, advisors or collaborators of either party—retain involuntarily in their unaided memory as a result of exposure to Proposals, Solutions or technical or operational information exchanged under the Programme, without reproducing, copying or consulting documents, source code, plans, designs, datasets, technical documentation or other tangible media containing the other party’s Confidential Information or other protected material. Confidential Information, trade secrets, source code, technical documentation, plans, designs, datasets, Background IP and any other protected or identifiable material belonging to the other party shall not constitute Residual Knowledge or be covered by this concept. The use of Residual Knowledge shall not in any circumstances involve the unauthorised reproduction, disclosure, communication, exploitation or use of any such material, or confer any right of ownership, license or exploitation in respect of it.

“New Development” or “Ad Hoc Development”. For the purposes of these Rules, any of these terms shall refer to any result, development, improvement, adaptation, configuration, Solution, product, technology, system, software, algorithm, method, process, know-how, data, technical documentation or intangible asset, whether or not protectable, that is generated, created, conceived, developed, adapted or validated specifically in the course of the Programme, provided that it is directly related to the Challenge, the Use Case defined by Inditex, the Solution under assessment or Inditex’s technical, operational, logistical, strategic or business needs.

"Foreground IP" means all intellectual and industrial property rights, rights in trade secrets and know-how, rights in software, algorithms, methods or processes, designs, inventions (whether or not patentable), utility models, technical documentation, data, results, improvements, adaptations, evolutions, configurations, and any other rights and/or intangible assets relating to or resulting from New Developments or Ad Hoc Developments generated under the Programme. For the avoidance of doubt, Foreground IP shall include, in particular, any rights and/or intangible assets arising from developments generated as a result of collaboration between the parties, the use of Inditex Confidential Information, the adaptation of the Solution to the Challenge, the Use Case, Inditex’s environment, processes or needs, or any technical, operational, functional, financial, strategic or business contribution made by Inditex.

"Sideforeground IP” means all results, developments, inventions, improvements, technical know-how or assets, whether or not protectable, generated by either party in connection with its participation in the Programme, incidentally or collaterally, but not directly related to the specific Challenge, the Solution under assessment or the relevant LL or POC, and not derived from Inditex Confidential Information, operational needs, processes, data, know-how or substantial contributions.

“Industrialised Solution” means any Solution, product, technology, system, software, equipment or service that, before being submitted to the Programme, has been substantially developed and validated and is commercially available, or has been commercialised, licensed, supplied or implemented for third parties, without prejudice to any reasonable adaptations that may be required for its assessment, integration or use in Inditex’s environment. Any adaptations, configurations, integrations, improvements, evolutions, validations, methodologies, documentation, data, parameterisations or developments generated specifically for Inditex, or derived from Inditex Confidential Information, data, processes, facilities, use cases, resources, requirements, technical or operational needs, functional specifications, validation, funding, know-how or material contributions, shall each be deemed an Ad Hoc Development where the requirements set out in these Rules are met.

The incorporation of those elements into an Industrialised Solution shall not cause the Industrialised Solution as a whole, its Background IP or the underlying pre-existing technology to be deemed an Ad Hoc Development.

11.1. General ownership framework

Each party shall retain exclusive ownership of its Background IP. Participation in the Programme shall not, in any circumstances, constitute an assignment, transfer or license of one party’s Background IP to the other, except on the terms expressly set out in these Rules or in any specific agreements entered into between the parties.

Notwithstanding the foregoing, Participants grant Inditex a non-exclusive, worldwide, royalty-free license, transferable solely to companies in the Inditex Group and sublicensable solely to third-party collaborators, advisors, suppliers or technology partners involved in the management, assessment, development, validation, integration or execution of the Programme. The license shall be limited to the purposes of the Programme and shall last for the period necessary for its development. It shall cover such Background IP as is strictly necessary to analyse, assess, test, technically reproduce, integrate, validate, develop, carry out, evaluate and document the Proposals, the Solution and the relevant LL or POC.

The license is instrumental and non-commercial in nature. It does not entitle Inditex to exploit the Participant’s Background IP commercially on a standalone basis outside the Programme, unless the parties expressly agree otherwise in writing.

When submitting an application or, in any event, before an LL or POC begins, Participants shall expressly identify and notify Inditex of which elements of the Solution constitute Background IP; which are protected or subject to an application for intellectual or industrial property protection; which incorporate third-party software, components, technologies or datasets; which constitute trade secrets or the Participant’s own know-how; and which elements, developments, processes, services or activities relating to the Proposal or Solution are, or are expected to be, developed, carried out or provided by third parties. Participants shall be responsible for ensuring that this information is true, accurate, sufficient and up to date.

Participants shall also be responsible for obtaining and maintaining all third-party rights, licenses, authorisations and permissions required in respect of any elements incorporated into the Proposal or Solution, to the extent necessary to permit their use on the terms set out in these Rules and, where applicable, in the relevant contract or agreement specific to the LL or POC. Participants shall be liable for any infringement of intellectual or industrial property rights or any other third-party rights arising from elements, materials, technologies, software, datasets, content or rights supplied or incorporated by them into the Proposal or Solution.

Participants may not subcontract to third parties any development, process, service or activity relating to the Proposal, the Solution or the relevant LL or POC without Inditex’s prior express written consent. Such consent shall not release the Participant from any of its obligations or liabilities under these Rules or the relevant contract or specific agreement. The Participant shall remain fully liable to Inditex for the acts and omissions of its subcontractors and for compliance with applicable obligations relating to intellectual and industrial property and third-party rights.

Any review, assessment, validation, acceptance, approval or authorisation by Inditex of the Proposal, the Solution or any of its elements, including any subcontracting authorisation under these Rules, shall not constitute verification by Inditex of the ownership, sufficiency, scope or validity of the relevant rights, licenses, authorisations or permissions. Nor shall it cause Inditex to assume or share any liability in this regard or release the Participant from its obligations and liabilities under these Rules or the relevant contract or agreement specific to the LL or POC.

If, after submitting a Proposal or starting an LL or POC, a Participant applies to register, deposit or otherwise protect intellectual or industrial property rights in any elements of its Background IP incorporated into or relating to the Solution, it shall notify Inditex immediately, specifying the scope and purpose of the relevant application or protection and, where applicable, its territory. This shall be without prejudice to the provisions of Term 11.3 of these Rules governing New Developments or Ad Hoc Developments and the Foreground IP associated with them. No such application or protection shall entitle the Participant to compensation or additional remuneration, or to any change in the financial terms, price, scaling terms or other terms already budgeted or agreed with Inditex. Nor shall it give rise to any additional obligation on the part of Inditex. By way of example only, the Participant may not rely on the application or protection to justify an increase in the budgeted price for the relevant LL or POC, the scaling price of the Solution or any other financial terms previously agreed with Inditex.

The Participant’s express identification of Background IP is for information and traceability purposes only. It shall not automatically transfer ownership of that Background IP to Inditex, nor shall it, of itself, cause any element to be classified as Foreground IP, a New Development or an Ad Hoc Development. Whether a result constitutes Background IP, a New Development or Ad Hoc Development, Foreground IP or Sideforeground IP shall be determined in accordance with the criteria set out in these Rules and, where applicable, the relevant contract or agreement specific to the LL or POC, irrespective of any name or classification previously given to it by either party.

11.2. Distinction between Industrialised Solutions and New or Ad Hoc Developments

The parties acknowledge that the rules governing intellectual and industrial property rights may vary depending on the nature of the Solution submitted, and in particular on whether it is an Industrialised Solution or a New Development or Ad Hoc Development. In the case of Industrialised Solutions, the Participant shall generally retain ownership of its Background IP and of any pre-existing technology incorporated into the Solution. Adaptations, configurations, integrations, improvements, evolutions, complementary developments, parameterisations, documentation, validations, Use Cases, data, processes, methodologies or specific results generated expressly for Inditex, or derived from the use of Inditex Confidential Information, data, processes, facilities, Use Cases, resources, requirements, technical or operational needs, functional specifications, validation, funding, know-how or material contributions, shall be deemed an Ad Hoc Development where the requirements set out in these Rules are met. The incorporation of such elements into an Industrialised Solution shall not cause the Industrialised Solution as a whole, its Background IP or the underlying pre-existing technology to be deemed an Ad Hoc Development.

In the case of New Developments or Ad Hoc Developments, the provisions of these Rules governing those developments and the Foreground IP associated with them shall apply. Where the requirements set out in these Rules are met, Inditex may, without prejudice to the terms of the relevant contract or agreement specific to the LL or POC, benefit from enhanced rights, Most Favoured Customer terms and any other rights applicable under the following Terms.

If there is reasonable doubt as to whether any result, development or right constitutes Background IP, a New Development or Ad Hoc Development, Foreground IP or Sideforeground IP, the parties shall discuss its classification in good faith, taking into account, among other things, its origin and the circumstances in which it was created; its connection with the Challenge, Use Case, Solution and relevant LL or POC; the use of Confidential Information, data, processes, facilities, resources or know-how; the technical, operational, financial, strategic or business contributions made by the parties; the degree of customisation of the relevant result; and, where applicable, its competitive value to Inditex or its Competitors. The parties shall have sixty (60) days from the other party’s receipt of a sufficiently detailed written notice of the classification issue to reach agreement. Failing agreement, the dispute shall be resolved under the applicable dispute resolution mechanism.

11.3. Foreground IP and New or Ad Hoc Developments

As a general rule, Inditex does not intend to acquire ownership or co-ownership of Participants’ Foreground IP. Ownership of New Developments or Ad Hoc Developments and the Foreground IP associated with them shall be determined by reference to each party’s actual contributions and in accordance with the relevant contract or specific agreement. In the absence of an express agreement providing otherwise, Foreground IP generated in connection with an LL or POC shall be presumed to belong to the Participant.

As an exception to the ownership presumption set out in the paragraph above, where the parties have co-created a New Development or Ad Hoc Development, or where such development derives substantially from Inditex Confidential Information, data, processes, facilities, Use Cases, resources, requirements, technical or operational needs, functional specifications, validation, funding, know-how or material contributions, Inditex shall be entitled, in view of those contributions, to an enhanced regime in respect of that New Development or Ad Hoc Development and the Foreground IP associated with it. The parties shall negotiate that regime in good faith. It may include, among other arrangements, joint ownership, a majority interest or exclusive ownership in favour of Inditex, an exclusive license, time-limited exclusivity or any other mechanism that appropriately reflects Inditex’s contribution and the strategic value of the development to its business. If the parties do not expressly agree on an enhanced regime, and unless Inditex expressly waives in writing the rights arising from its contributions, the Foreground IP associated with the relevant New Development or Ad Hoc Development shall be presumed to belong to Inditex and the Participant in equal shares, with each holding a fifty per cent (50%) share.

The exploitation, use, modification, development, protection, enforcement, licensing, assignment and any other dealings in respect of New Developments or Ad Hoc Developments and the Foreground IP associated with them shall be governed by the relevant contract or agreement specific to the LL or POC and, if that contract or agreement contains no express provision, by these Rules. In the event of any discrepancy or conflict, the relevant contract or agreement specific to the LL or POC shall prevail over these Rules. If neither instrument expressly addresses the matter, the applicable legal provisions shall be determined by reference to the nature of the right concerned.

Without prejudice to the restrictions and rights set out in these Rules, each co-owner may use, implement, maintain, adapt and further develop internally the jointly owned New Developments or Ad Hoc Developments and Foreground IP for the purposes of its own business, without requiring the other co-owner’s further authorisation, provided that such use does not involve the unauthorised disclosure or use of the other party’s Confidential Information, trade secrets or Background IP, or adversely affect any rights expressly granted to that party. The Participant may exploit, commercialise, assign, license, transfer, supply, implement, adapt, further develop or make available to third parties the New Developments or Ad Hoc Developments, the Foreground IP associated with them and any Solution incorporating them, only to the extent that the relevant rights belong to it under the applicable ownership or co-ownership regime and the terms of these Rules or, where applicable, the relevant LL or POC contract or specific agreement.

The exercise of those rights shall respect any rights to which Inditex is entitled under these Rules or the relevant contract or specific agreement. In particular, where the relevant New Developments or Ad Hoc Developments, the Foreground IP associated with them or any elements of the Solution incorporating them include, derive from, materially depend on or benefit from Inditex Confidential Information, data, processes, facilities, Use Cases, resources, requirements, technical or operational needs, functional specifications, validation, funding, know-how or material contributions, or where the parties have co-created them, any exploitation, commercialisation, assignment, licensing, transfer, supply, implementation, adaptation, further development or making available to third parties shall require Inditex’s prior express written consent, unless the relevant contract or agreement specific to the LL or POC expressly provides otherwise. In deciding whether to grant consent, Inditex may reasonably consider, among other factors, the nature of the third party, its business sector, the territory, the intended use, the presence of Competitors, the effect on Inditex’s strategic interests, the protection of its Confidential Information and the competitive value of the relevant development. Where Inditex’s prior consent is required under the foregoing paragraph and these Rules or the relevant contract or agreement specific to the LL or POC do not provide for a different procedure or time limit, Inditex’s failure to respond within thirty (30) calendar days after receiving the Participant’s complete and sufficiently detailed request shall be deemed a refusal of the requested consent, unless the parties expressly agree otherwise in writing.

Inditex may use, exploit, adapt, integrate, implement, maintain, evolve, scale and further develop the Foreground IP and any Solution incorporating it, either directly or through companies in the Inditex Group or Third-party suppliers, collaborators, advisors, technology partners or industrial partners, for its internal, operational, technological, logistical or business purposes, without requiring further authorisation from the Participant or paying additional compensation, in any of the following circumstances: (i) the Participant becomes bankrupt or subject to insolvency proceedings, or permanently ceases trading; (ii) the Solution or the Participant’s business is transferred to a Competitor in a transaction requiring Inditex’s prior authorisation under these Rules or the relevant contract or agreement specific to the LL or POC, where that authorisation has not been obtained; or (iii) the Solution or the Participant’s business is transferred to an entity that has been convicted or is in default, or is subject to financial, insolvency, legal, reputational, regulatory or other risks that could reasonably affect the continuity, exploitation or security of the Solution, or Inditex’s interests.

Inditex may also exercise the rights set out in the paragraph above, once the remedial procedure below has been exhausted without success, in either of the following circumstances: (iv) the Participant ceases, or is unable, to provide the after-sales, warranty or maintenance services required to ensure the continuity and proper functioning of the Solution throughout its life cycle; or, (v) the Participant ceases, or is demonstrably unable, to develop, scale, supply, produce or industrialise the Solution. This shall be without prejudice to Inditex’s right to exercise those rights immediately, to the extent reasonably necessary, where, in the circumstances, following the remedial procedure could result in a material interruption to the Solution or significant harm to Inditex.

In the circumstances set out in paragraphs (iv) and (v), Inditex may propose one or more third-party collaborators with the necessary capability and experience to remedy the existing deficiencies or inability. The Participant undertakes to negotiate in good faith with those third parties, with such diligence and promptness as may reasonably be required, to agree a corrective action plan to remedy the relevant deficiency or inability. The plan must be submitted to Inditex for approval before it is implemented.

The remedial procedure shall be deemed to have been exhausted without success, and Inditex may exercise the rights applicable to the circumstances set out in paragraphs (iv) and (v), without requiring any further authorisation or consent from the Participant, if: (a) Inditex does not approve the proposed corrective plan; (b) the Participant fails to submit the plan to Inditex for approval within the period reasonably necessary to prevent the deficiency or inability from causing harm or disruption to Inditex; or (c) the approved plan is not properly implemented or fails to remedy the relevant deficiency or inability within a reasonable period, having regard to the circumstances. In all the circumstances set out in paragraphs (i) to (v), the rights granted to Inditex shall not include the right to commercialise, assign, transfer or make available to third parties the Participant’s Solution or Background IP as a standalone product or solution. For these purposes, companies in the Inditex Group and suppliers, collaborators, advisors or technology or industrial partners acting on Inditex’s behalf shall not be considered third parties, but only to the extent necessary to enable Inditex to exercise those rights. Outside the circumstances set out in paragraphs (i) to (v), and without prejudice to any other ownership, co-ownership, license, use or exploitation rights to which Inditex is entitled under these Rules or the relevant contract or specific agreement, Inditex must obtain the Participant’s express written consent to exercise the extraordinary rights set out in the paragraphs above.

To the extent that Inditex’s effective exercise of the rights granted to it in the circumstances set out in paragraphs (i) to (v) above necessarily requires the use of the Participant’s Background IP incorporated into the Solution, required for its operation or technically inseparable from it, the Participant hereby grants Inditex, from the time any of those circumstances applies, a non-exclusive, worldwide, royalty-free license over such Background IP as is strictly necessary to exercise those rights. The license shall be irrevocable for as long as necessary to ensure the continuity, operation, maintenance, development and proper functioning of the Solution.

The license shall entitle Inditex to use, reproduce, run, integrate, adapt, modify, correct and maintain that Background IP and, where necessary to ensure the continuity and proper functioning of the Solution, to develop it further. Such use shall be limited to what is necessary to exercise the rights set out in the paragraphs above and for Inditex’s internal, operational, technological, logistical or business purposes. Companies in the Inditex Group may use the license, and it may be sublicensed to suppliers, collaborators, advisors or technology or industrial partners acting on Inditex’s behalf, in each case only to the extent necessary for those purposes.

The license granted under this paragraph shall not confer on Inditex any ownership rights in the Participant’s Background IP, or entitle Inditex to commercialise, assign, transfer or make it available to third parties as a standalone product or solution. For these purposes, companies in the Inditex Group and suppliers, collaborators, advisors or technology or industrial partners acting on Inditex’s behalf shall not be considered third parties, but only to the extent necessary to enable Inditex to exercise those rights.

Notwithstanding the rights granted to Inditex in the paragraphs above, the Participant shall be liable for any loss or damage actually suffered b Inditex as a result of a breach attributable to the Participant of its obligations to develop, supply, warrant, maintain or support the Solution, or to ensure its continuity. Where the suspension, interruption or termination of an LL or POC results from a breach attributable to the Participant, the Participant shall reimburse Inditex for any amounts funded by Inditex in respect of services not performed or deliverables not provided, without prejudice to Inditex’s rights to claim any further loss or damage to which it may be entitled.

11.3.1 Most Favoured Customer status, Best Price and Other Preferential Terms

The Participant acknowledges that Inditex’s participation in the Programme and its potential contribution of resources, funding, real-world validation, facilities, data, know-how, technical or operational requirements, Use Cases or strategic support may add significant value to the development, validation, industrialisation, improvement or scaling of the Solution.

Accordingly, unless expressly agreed otherwise, Inditex shall have Most Favoured Customer status for three (3) years following completion of the relevant LLC or POC. This status shall apply to the terms governing the Solution, the New Developments or Ad Hoc Developments and the Foreground IP associated with them, as well as any products, services, licenses, supplies, maintenance, updates, evolutions or implementations that incorporate, derive from or substantially benefit from results obtained under the Programme, LLC or POC.

By virtue of that status, the Participant warrants that the financial, commercial, technical, supply, maintenance, support, update, licensing, service, warranty and service-level terms offered to Inditex shall be no less favourable than those offered by the Participant to any third party in comparable circumstances. Comparability shall be assessed by reference, among other factors, to the volume contracted, the scope of the services or supplies, the duration of the commitment, the territory, payment terms, service levels, support and maintenance obligations, minimum purchase commitments, exclusivity, implementation costs, degree of customisation and any other relevant financial, commercial or technical circumstances, considered as a whole. Differences in the structure, description or commercial configuration of a transaction shall not prevent this Term from applying where, viewed as a whole, the offer made to the third party is objectively more favourable than that granted to Inditex.

Should the Participant offer a third party more favourable terms than those granted to Inditex for equivalent or substantially similar products, services, licenses, supplies or Solutions, the Participant shall notify Inditex immediately and automatically apply those more favourable terms to Inditex, with effect from the date on which they were offered or applied to the third party.

Inditex shall also have preferential rights in relation to the supply of, access to, implementation, maintenance, support, updates and further development of the Solution and any products, services, licenses, supplies, implementations or deliverables that incorporate or enable the use of the New Developments or Ad Hoc Developments or the Foreground IP associated with them. The Participant shall reasonably prioritise Inditex’s needs over those of third parties, particularly where production, development, industrialisation, support, maintenance, supply or implementation capacity is limited.

Where, having regard to the nature of the relevant LL or POC and the contributions made by Inditex, Inditex has made a material contribution to generating the relevant New Developments or Ad Hoc Developments, the Foreground IP associated with them or any elements of the Solution incorporating them, Inditex shall be entitled to a time-limited restriction or exclusivity vis-à-vis Competitors for at least one (1) year following completion of the relevant LL or POC. This applies in particular where those developments or elements derive from, materially depend on or materially benefit from Inditex Confidential Information, data, processes, facilities, Use Cases, resources, requirements, technical or operational needs, functional specifications, validation, funding, know-how or material contributions, or where the parties have co-created the Solution. If Inditex wishes to exercise these rights, the parties shall negotiate in good faith and agree in the relevant contract or agreement specific to the LL or POC on a specific exclusivity or time-limited restriction vis-à-vis Competitors that is reasonable and proportionate to Inditex’s contribution. In that case, the contract or agreement shall expressly identify the New Developments or Ad Hoc Developments, Foreground IP or elements of the Solution affected; the Competitors or categories of Competitors covered; the acts of exploitation, commercialisation, assignment, licensing, transfer, supply, implementation, adaptation, development or making available that are restricted; and the duration, territorial scope and, where appropriate, the applicable authorisation procedure. Unless expressly agreed in the relevant contract or agreement specific to the LL or POC, the exclusivity or specific time-limited restriction vis-à-vis Competitors set out in this paragraph shall not apply. This is without prejudice to any ownership, co-ownership, licensing or authorisation rights, or any other rights to which Inditex is entitled under these Rules or the relevant contract or specific agreement.

11.3.2 Application for Registration and Protection Costs

The filing, registration, deposit, maintenance, renewal and enforcement of rights in, and any other steps to protect, New Developments or Ad Hoc Developments and the Foreground IP associated with them shall be the responsibility of the party that exclusively owns them, in accordance with these Rules and, where applicable, the relevant contract or agreement specific to the LL or POC, and subject to any rights and limitations expressly granted to the other party under those instruments.

Where New Developments or Ad Hoc Developments, or the Foreground IP associated with them, are jointly owned, either co-owner may propose seeking protection by filing or registering patents, utility models, industrial designs, software or other intellectual or industrial property rights, or by any other means. The co-owner proposing to do so shall give the other co-owner at least thirty (30) days’ prior written notice, specifying, where applicable, the subject matter and scope of the proposed protection, the territory, the proposed strategy, the estimated costs and any potential impact on the exploitation of the relevant rights. The parties shall cooperate in good faith by providing the documentation, signatures, powers of attorney and taking the steps reasonably required for this purpose.

Where both co-owners agree to jointly apply for, register, deposit or maintain any form of Protection for jointly owned New Developments or Ad Hoc Developments or Foreground IP, the relevant application, registration or protection shall identify both parties as owners in the proportions applicable under these Rules or the relevant LL or POC, contract or specific agreement. The parties shall cooperate in good faith by providing the documentation, signatures, powers of attorney and taking any other steps reasonably required to obtain that protection.

No co-owner shall be required to bear any costs of filing, prosecution, maintenance, renewal, defence or enforcement proceedings that it has not approved in writing in advance. If one co-owner does not wish to participate in a particular protection measure or bear costs associated with it, the other co-owner may, subject to applicable law, proceed at its own expense and bear those costs in full. The non-participating co-owner shall provide the reasonable cooperation required to formalise the protection measure. The other co-owner’s sole assumption of those costs shall not, of itself, alter the existing ownership shares, unless the parties expressly agree otherwise in writing. It shall in all cases be without prejudice to any rights of use, exploitation, exclusivity, preference, supply, licence or access granted to Inditex under these Rules or the relevant contract or specific agreement.

In no event may the Participant’s decision not to pursue, continue, maintain or renew any particular form of protection prejudice or result in the loss or lapse of any rights held by Inditex unless Inditex has first had a reasonable opportunity to take over that protection or maintenance at its own expenses. For such purposes, the Participant shall give Inditex sufficient notice to enable it to take the appropriate steps, and in any event, at least thirty (30) calendar days’ notice of any decision to abandon or withdraw, allow to lapse, or not to maintain or renew any application, registration or right relating to New Developments or Ad Hoc Developments or Foreground IP in respect of which Inditex holds ownership, co-ownership, license, exclusivity or any other rights under these Rules or the relevant contract or agreement specific to the LL or POC.

The Participant may not, without Inditex’s prior written consent, file, register, deposit or otherwise seek protection in its sole name for any intellectual or industrial property rights in respect of New Developments or Ad Hoc Developments or the Foreground IP associated with them where Inditex owns or co-owns those developments or rights, or where they incorporate, derive from or materially benefit from Inditex Confidential Information, data, processes, facilities, Use cases, resources, requirements, technical or operational needs, functional specifications, validation, funding, know-how or material contributions.

This shall be without prejudice to the Participant’s right to apply for, register, deposit or otherwise protect any New Developments or Ad Hoc Developments, or Foreground IP rights, that it exclusively owns under these Rules or the relevant contract or specific agreement, provided that such protection does not affect, limit or prejudice Inditex’s ownership, co-ownership, licensing, exclusivity or confidentiality rights, or any other rights granted to Inditex.

11.3.3 Right of first refusal and preferential right to take a license

If the Participant intends to assign, transfer, grant an exclusive licence over, or otherwise dispose of all or part of its exclusive ownership or co-ownership share in any New Developments or Ad Hoc Developments or the Foreground IP associated with them, or in any essential assets of the Solution that incorporate, derive from or materially benefit from that Foreground IP or material contributions by Inditex, Inditex shall have, depending on the nature of the proposed transaction, a right of first refusal or—where the transaction involves granting an exclusive licence—a preferential right to take that licence, on terms equivalent to those offered by the third party.

The Participant shall give Inditex formal notice of the full terms of the proposed transaction, including the identity of the third party, its corporate group, its business sector, the subject matter of the transaction, the rights or assets affected, the territory, duration, financial terms, whether the transaction is exclusive, the intended purpose of use and any other terms relevant to Inditex’s exercise of the applicable preferential right.

Inditex may exercise the relevant preferential right directly within forty-five (45) calendar days after receiving the Participant’s complete and sufficiently detailed notice.

Where the third party acquiring the relevant rights, taking a licence or otherwise benefiting from the transaction is a Competitor, Inditex shall have three (3) months from receipt of the complete notice to exercise its right of first refusal or, where applicable, its preferential right to take a licence. Where the restriction on transactions with Competitors under Term 11.3.1 applies, the proposed transaction shall also be subject to the restrictions and the requirement for Inditex’s prior express written consent set out in that Term. Inditex’s failure to exercise the applicable right of first refusal or preferential right to take a licence shall not, of itself, constitute consent to or authorisation for the proposed transaction where it is subject to those restrictions or any other authorisation requirement under these Rules or the relevant contract or agreement specific to the LL or POC.

The rights set out in this Term shall also apply to any direct or indirect transfer of the Solution, the relevant business line or essential assets, or of any company, vehicle or business unit that substantially exploits the New Developments or Ad Hoc Developments, the Foreground IP associated with them or any Solution incorporating them.

Without prejudice to the preferential rights set out in this Term, where the jointly owned Foreground IP consists of a patent or patent application subject to Article 80(2)(a) of Spanish Act 24/2015 of 24 July on Patents, each co-owner shall have the reciprocal statutory rights of first refusal (tanteo) and subsequent acquisition (retracto). Notwithstanding the foregoing, any assignment, license, transfer or contribution by Inditex to a company in the Inditex Group shall be exempt from the notice and prior consent requirements and from the rights of first refusal, preferential right to take a license, tanteo or retracto set out in this Term, and may be made freely.

11.3.4 Sideforeground IP.

Sideforeground IP shall be exclusively owned by the party that generated it. The other party shall have no rights of co-ownership, assignment or licence in respect of it, except as expressly agreed in writing. Where Sideforeground IP is generated jointly by both parties, its ownership shall be determined by reference to their respective actual contributions and in accordance with any terms set out in the relevant contract or agreement specific to the LL or POC Exclusive ownership of Sideforeground IP may not be relied on to circumvent, limit or adversely affect Inditex’s rights in the Foreground IP, New Developments or Ad Hoc Developments, Inditex Confidential Information, its trade secrets, data, processes, Use Cases or technical, operational, strategic or business contributions.

No result, development, invention, improvement, technical know-how or asset that incorporates, derives from, materially depends on or benefits from Inditex Confidential Information, data, processes, facilities, Use Cases, resources, requirements, technical or operational needs, functional specifications, validation, funding, know-how or material contributions shall constitute Sideforeground IP. Nor shall any such result, development, invention, improvement, technical know-how or asset that is directly related to the Challenge, the Solution under assessment or the relevant LL or POC constitute Sideforeground IP.

If there is reasonable doubt as to whether a result constitutes Foreground IP or Sideforeground IP, a New Development or Ad Hoc Development, or Background IP or Sideforeground IP, the Participant shall notify Inditex before exploiting, commercialising, assigning, licensing, transferring, supplying or implementing it, or applying to register it, and shall provide the technical documentation required for its assessment. The parties shall assess its classification in good faith, taking into account its origin, its relationship to the Challenge, its connection with the POC, the use of Confidential Information, the parties’ respective contributions and its potential competitive value. The parties shall have sixty (60) days from the other party’s receipt of a sufficiently detailed written notice of the classification issue to agree on its classification. Failing agreement, the dispute shall be resolved under the applicable dispute resolution mechanism.

Until the classification has been agreed by the parties or determined under the applicable dispute resolution mechanism, the Participant may not apply to register, assign, license, transfer, commercialise, supply, implement or exploit the affected result, development or right vis-à-vis third parties in a manner that could prejudice Inditex’s rights, legitimate interests or competitive position, unless the parties expressly agree otherwise or Inditex gives its prior express written consent.

11.4. Formalisation and cooperation

The parties, and in particular, the Participants, undertake, at Inditex’s request and within no more than ten (10) business days of the relevant request, to execute, sign and take all documents, disposals, powers of attorney, statements, assignments, licences, applications, confirmations and other steps that are necessary or reasonably advisable to formalise, perfect, record, register, protect, enforce against third parties or give effect to the rights granted to Inditex in respect of the New Developments or Ad Hoc Developments and the Foreground IP associated with them. This includes any exclusivity arrangements, preferential rights, licences, restrictions vis-à-vis Competitors and any other rights provided for in these Rules or the relevant contract or agreement specific to the LL or POC.

The cooperation obligation set out above shall also include delivering or making available any documentation, technical information, evidence, materials and other items reasonably within the Participant’s control that are necessary to enable Inditex to formalise, evidence, protect or effectively exercise its rights under these Rules or the relevant contract or agreement specific to the LL or POC.

Where any of the continuity events (i) to (v) set out in Term 11.3 applies, the Participant shall provide the reasonable cooperation required to enable Inditex to exercise its rights. This includes, where necessary and to the extent within the Participant’s control, delivering or making available the technical documentation, configurations, interfaces, deployment instructions, support materials and any other items required to ensure the continuity, operation, maintenance and proper functioning of the Solution. All such cooperation shall be provided in accordance with the usage and licence rights granted to Inditex under these Rules and shall not transfer ownership of the Participant’s Background IP.

If the Participant breaches any obligations under this Term, Inditex may, after notifying the Participant and without prejudice to any other rights or remedies available to it, suspend or terminate the Participant’s participation in the Programme or the relevant LL or POC, and claim any loss or damage, costs and expenses caused by the breach.

11.5. Reservation of rights and Inditex Freedom to Operate.

Participation in the Programme does not, of itself, grant any Participant exclusivity or restrict Inditex’s freedom to develop, acquire, license, implement, assess, test, integrate, adapt, evolve or exploit, either itself or through third parties—including companies in the Inditex Group, suppliers, collaborators, advisors, technology partners or industrial partners—Solutions that are identical, similar, equivalent, substitutive or alternative to those submitted by any Participant. Inditex may also work simultaneously with multiple Participants or third parties in relation to the same Challenge, Use Case, technological need or business opportunity. This is without prejudice to any intellectual or industrial property rights, confidentiality obligations or other rights expressly granted to the Participant under these Rules or the relevant contract or agreement specific to the LL or POC.

Participants acknowledge and agree that Inditex may be internally developing, assessing, negotiating, acquiring, licensing or implementing solutions, technologies, products, systems or services that are identical, similar, equivalent, substitutive or alternative to those submitted under the Programme, and that this circumstance shall not, of itself, give rise to any right in favour of a Participant.

Mere similarity between a Solution submitted by a Participant and any solution developed, acquired, licensed, implemented or exploited by Inditex, a company in the Inditex Group or a third party shall not, of itself, constitute evidence of infringement, misappropriation or misuse, unauthorised use of Confidential Information, infringement of intellectual or industrial property rights, or breach of these Rules.

The circumstances described above shall not, of themselves, provide sufficient grounds for bringing a claim against Inditex, unless the Participant establishes that there has been an actual infringement of valid, subsisting and enforceable intellectual or industrial property rights belonging to it, or unauthorised use of its Confidential Information in express breach of these Rules or the applicable NDA.

12. CONFIDENTIALITY

12.1. Confidential information

For the purposes of these Rules, Confidential Information means any information, data, documentation or materials, in any format, that one party (the “Disclosing Party”) discloses or makes available to the other party (the “Receiving Party”) in connection with the Programme, whether orally, in writing, visually or by any other means.

Confidential Information shall include, without limitation:

1. Technical, operational or technological information, including designs, blueprints, developments, prototypes, source code, algorithms, models and architectures.
2. Commercial or strategic information, including business plans, financial information, suppliers, customers and contractual terms.
3. Information relating to Inditex’s processes, logistics operations, facilities or systems.
4. Proposals and Solutions submitted by Participants, and information provided for their development and validation.
5. Any other information that, by its nature or the circumstances of its disclosure, should reasonably be considered confidential.

For the purposes of these Rules, any technical, operational, logistical, industrial or strategic information about Inditex disclosed to Participants in connection with the Programme shall also be treated as a trade secret within the meaning of Act 1/2019 of 20 February on Trade Secrets, to the extent that it meets the requirements of that Act. Participants shall take reasonable technical and organisational measures to preserve the secrecy of such information, including restricting internal access, marking documents and encrypting communications.

Information shall not constitute Confidential Information if it:

1. Is in the public domain at the time of disclosure or enters the public domain without breach of these Rules.
2. Was lawfully known to the Receiving Party before its disclosure.
3. Was lawfully obtained from a third party without any obligation of confidentiality.
4. Must be disclosed to comply with a statutory obligation or a request from a competent authority. In that case, the Receiving Party shall, where possible, inform the Disclosing Party in advance.

12.2. Parties’ obligations

The Receiving Party undertakes to:

1. Use the Confidential Information solely for the purposes of participating in the Programme.
2. Keep the Confidential Information strictly confidential and not to disclose it to any Third Party without the express written consent of the Disclosing Party.
3. Take any action required to protect the confidential information, at least with the same level of diligence used to protect its own confidential information.
4. Restrict access to the Confidential Information to those persons within its organisation who need to know it for the purposes of the Programme and ensure that they are bound by equivalent confidentiality obligations.
5. Not to reproduce, copy or use the Confidential Information except to the extent strictly necessary for participation in the Programme.
6. Notify the Disclosing Party any misuse or unauthorised disclosure of the Confidential Information of which it becomes aware.
7. Return or destroy, at the request of the Disclosing Party, the Confidential Information received, without keeping any copy thereof, except where: (i) retention is required by statute; (ii) the Confidential Information has been Incorporated into developments, results, configurations or technical or operational documentation generated in connection with an LL or POC, in which case the parties shall agree on the terms for retaining and using that information on a restricted basis; or (iii) Inditex needs to retain the Proposals received solely to evidence ownership of intellectual and industrial property rights in connection with the Programme. In any case, information retained under these exceptions shall remain subject to the confidentiality obligations set out in these Rules for the periods specified in Term 12.3."

Notwithstanding the foregoing, Inditex may use the information contained in the Proposals, as well as the information, ideas and general concepts arising from its participation in the Programme, in aggregated or individual basis, for internal analysis and assessment, process improvement, the definition of future Challenges or the development of its innovation strategy. Such use shall not constitute a breach of the confidentiality obligations, provided it does not involve disclosing the Participant’s Confidential Information to third parties.

Without prejudice to the confidentiality obligations set out in these Rules and in the NDA, the Participants acknowledge and agree that Inditex employees, officers, advisors and collaborators who participate in the Programme may retain Residual Knowledge arising from their exposure to the Participants’ Proposals, Solutions and Information. Inditex and its employees may freely use such Residual Knowledge in carrying out their activities. Such use shall not constitute a breach of the confidentiality obligations or entitle Participants to compensation, provided that it does not involve reproducing or disclosing documents, source code, plans, designs or other tangible materials containing the Participant’s Confidential Information.

Likewise, Inditex may disclose or make available information contained in the Proposals, and any other Confidential Information reasonably required for the performance of their duties, to third-party collaborators, advisors, consultants, companies in the Inditex Group or suppliers involved in managing, assessing, monitoring or developing the Programme, provided that they are bound by confidentiality obligations equivalent to those set out in these Rules.

12.3. Duration of the confidentiality obligations

Confidentiality obligations hereunder laid down shall come into force on the Applicant’s registration date, which marks the beginning in the Programme, and will be effective for five (5) years following the end of the Applicant’s participation in the Programme, irrespective of the grounds for such end.

However, where Confidential Information constitutes a trade secret, the confidentiality obligations shall remain in force for as long as that information retains its status as a trade secret under applicable law, without any time limit. In no event shall the expiry of the foregoing period release the Participant from liability for any unauthorised disclosure or use that occurred while these Rules were in force.

13. DATA PROTECTION

Within the framework of this Programme, INDITEX may process personal data of natural persons associated with participating entities, for the purposes of managing Applicants and Participants’ participation, including without limitation, the reception and assessment of Proposals, disclosure during the different stages of the Programme, the formalisation and implementation of LL and/or POCs, and the execution of documents and partnership agreements between the parties.

In particular, Inditex may process the personal data of Participants’ representatives, employees or collaborators where necessary for the proper administration of the Programme. This may include, for example, their first and last names, professional email addresses and work telephone numbers. The legal basis for processing the personal data shall be the performance of the contractual relationship arising from acceptance of these Rules and, where applicable, any specific agreements entered into.

Personal data shall be processed for as long as necessary to administer the Programme. Once the Applicant’s or Participant’s participation has ended, the data shall be kept blocked, in accordance with Article 32 of Ley Orgánica 3/2018 on Personal Data Protection and Guarantee of Digital Rights (LOPDGDD), Spain’s data protection law, to meet applicable statutory obligations.

For the above purpose and, where applicable, to comply with statutory obligations, Inditex needs to give access to the data of Participants’ representatives to other service-provider entities and collaborators within the Inditex Group based in the European Economic Area which carry out activities relating to property development, construction, maintenance and operation; transport, logistics, distribution, decoration, textiles, finished clothing and home products; other activities complementary to these, including cosmetics and leather goods; and the development and support of e-commerce.

Participants’ representatives may exercise their rights of access, rectification, objection, erasure, data portability and restriction of processing by emailing dataprotection@inditex.com. They also have the right to lodge a complaint with the relevant national supervisory authority and in any event, with the Spanish Data Protection Agency.

For any matter relating to the processing of their personal data, data subjects may contact Inditex’s Data Protection Officer (DPO) by emailing dataprotection@inditex.com.

Likewise, the processing of personal data arising from the registration, use and browsing on the Platform shall be governed by the Privacy Policy, available on https://challenges.inditex.com/politica-de-privacidad

Data processing agreement: If, as a result of accepting these Rules or any collaboration proposals subsequently entered into, the Applicant or Participant provides services to Inditex that involve access to personal data for which INDITEX acts as controller, the Applicant or Participant shall be treated as a processor, and the parties shall enter into the relevant agreements.

The parties undertake to comply at all times with applicable personal data Protection laws, including, in particular, Regulation (EU) 2016/679 (GDPR) and any other applicable legislation.

14. INFORMATION SECURITY

The Participant undertakes to implement reasonable security measures to ensure the confidentiality, integrity and availability of the information it accesses in connection with the Programme, and of any content, Proposals or materials it submits through the Platform.

The Participant warrants that any content, documentation or Solution submitted under the Programme will be free from material errors and will not contain any viruses, worms, Trojan horses or other malicious elements or code that could affect, compromise or damage the systems, networks or information of Inditex or any third party.

The Participant shall be liable for any loss or damage arising from a breach of the foregoing obligations, except where such loss or damage is caused solely by acts of third parties unrelated to the Participant or by Inditex’s misuse of the Platform.

If the Participant becomes aware of any security incident that affects or may affect the Platform, the Programme or information exchanged in connection with it, the Participant undertakes to notify Inditex without delay and provide the information available about the nature of the incident, its potential impact and the measures taken or planned to mitigate it.

The Participant also undertakes, where applicable and at Inditex’s request, to delete or return any information or materials relating to the Programme, taking reasonable steps to ensure their secure deletion and to prevent their retention or unauthorised use after the Participant’s participation ends.

15. CONDUCT AND COMPLIANCE REQUIREMENTS

15.1. Regulatory compliance

Participants undertake to comply at all times with applicable regulations in the conduct of their activities, in particular, in the framework of their participation in the Programme.

Namely, the Participants warrant that:

1. They shall conduct their activities in accordance with applicable employment, tax, commercial and social security laws.
2. They comply with applicable laws and regulations on the prevention of criminal offences, including corruption, bribery, fraud, money laundering and terrorist financing.
3. They comply with applicable laws and regulations on persona data protection, intellectual and industrial property and information security.
4. They have in place all the permits, licenses and authorisations required to carry on their activities and, where applicable, to implement the proposed Solutions.

For traceability purposes, if an LL or POC is funded, all payments shall be made in accordance with Inditex’s payment policies and procedures, and only after Inditex has received a detailed and accurate invoice. Cash payments are expressly prohibited.

Inditex may require Participants to provide evidence of compliance with the foregoing obligations at any time during the Programme.

15.2. Ethics / business conduct Code

Inditex is committed to conducting all its operations ethically and responsibly, ensuring that all persons who have a direct or indirect employment, economic, social or industrial relationship with Inditex are treated fairly and with dignity, and that their activities are carried out with the utmost respect for the environment.

Accordingly, Participants undertake to take all measures necessary to comply with the Inditex Group’s Code of Conduct, available on the Group’s corporate website at: www.inditex.com.

Likewise, Participants—and any third party they engage or associate with for the purposes of their application—shall refrain from any conduct intended to corrupt public authorities or officials, or private entities or individuals

In particular, Participants shall abstain from, without limitation:

1. Engaging in practices contrary to Inditex’s Principles of Conduct that could damage Inditex’s reputation.
2. Offering, promising or granting undue advantages to Inditex employees, directors or collaborators.
3. Using the Programme for purposes other than those set out in these Rules.

Inditex has an Ethics Line for reporting potential breaches of its Code of Conduct. Inditex may take any measure it considers appropriate if it detects any conduct during participation in the Programme that is contrary to this Term.

Participants acknowledge that their commitment to comply with the obligations in this Term is a material condition of Inditex’s acceptance of their application. Accordingly, the parties agree that any breach of those obligations shall be sufficient grounds for Inditex to terminate the Participant’s participation in the Programme at any time while it is ongoing, which may result in the Participant’s exclusion, without prejudice to any legal liability that may arise.

15.3. Conflict of Interest prevention

Participants undertake to act in a manner that avoids situations that could give rise to conflicts of interest in connection with their participation in the Programme. For the purposes of this Term, the provisions of Inditex’s Code of Conduct and internal rules on the prevention of Conflicts of Interest shall apply.

In any case, Participants shall:

1. Immediately notify Inditex through the Ethics Line of any actual or potential conflict of interest that could affect their participation in the Programme.
2. Refrain from taking part in any activity in which an unresolved conflict of interest exists.
3. Take the necessary steps to prevent, manage and, where appropriate, resolve any such situation.

Inditex reserves the right to assess any situation reported and take such measures as it considers appropriate, including restricting participation in or excluding a Participant from the Programme.

16. EXCLUSION AND WITHDRAWAL

16.1. Grounds for exclusion

Inditex may exclude any Applicant or Participant from the Programme at any time and without prior notice if any of the following circumstances arise:

1. Breach of these Rules or any conditions applicable to the Programme or the Challenges.
2. Breach of confidentiality, data protection or intellectual or industrial property obligations, or infringement of trade secrets or duties of professional secrecy, whether belonging to Inditex or to third parties.
3. Breach of applicable codes of conduct and responsible practices, applicable laws or regulations, or the principles set out in Term 15 (Conduct and Compliance requirements).
4. Submission of false, inaccurate, incomplete or misleading information at any stage of the Programme.
5. Clear lack of the technical, operational or financial capacity to develop the proposed Solution or carry out any POC.
6. Breach of applicable health and safety regulations, any rules governing access to Inditex premises, where applicable, or any other requirements applicable to the development of the Solution, LL and/or POC.
7. Conduct that may adversely affect Inditex’s image, reputation or interests.
8. Failure to participate actively or to meet the deadlines set during the Programme.
9. Undisclosed conflicts of interest or conflicts of interest that have not been appropriately resolved.
10. Any other circumstance which, in Inditex’s reasoned opinion, jeopardises the proper conduct of the Programme or the achievement of its objectives.
11. Misuse of the Platform and/or its documentation or content.
12. Filing or applying to register intellectual or industrial property rights in breach of Terms 11.1 and 11.3 of these Rules.
13. Using, exploiting or applying, directly or indirectly, any result, development or information from the Programme in breach of these Rules.
14. Marketing or licensing any Solution or asset related to the Programme to third-party Competitors of Inditex without Inditex’s prior written consent.

The exclusion of a Participant on any of the grounds set out above shall not give rise to any right to compensation, without prejudice to any liability arising from the Participant’s conduct or to any other action that may be taken.

16.2. Suspension or Cancellation of the Programme

Inditex reserves the right to suspend, amend or cancel the Programme, in full or in part, at any time for organisational, strategic, technical or any other reasons.

Inditex may also suspend, postpone, relaunch or cancel one or more specific Challenges or any stage of the Programme, without giving Participants any right to compensation or damages.

If the Programme or any Challenge is suspended or cancelled, Inditex will notify the Participants by appropriate means.

17. LIABILITY AND WARRANTIES

17.1. Limitation of Liability

Applicants and Participants take part in the Programme at their sole risk and responsibility.

To the fullest extent permitted by applicable law, Inditex shall not be liable for:

1. Any loss or damage, whether direct or indirect, arising from participation in the Programme or from being unable to participate in it.
2. Any decisions made by Participants in connection with their participation in the Programme, including decisions concerning investment, technological development of the allocation of resources, except as expressly agreed in writing and signed by Inditex under a commercial agreement.
3. Any use by third parties of the Solutions or information provided by Participants outside the scope of the Programme.
4. The results of any POC, including its technical, operational or commercial feasibility.
5. Any interruption, suspension, postponement, relaunch or cancellation of the Programme, any of its stages or any published Challenge.
6. Any technical failure, Platform outage or communications system incident that may affect participation in the Programme.

In no event shall Inditex be liable for any indirect loss or damage, loss of profit, loss of opportunity, loss of data, information, developments, business opportunities, customers, investment or funding, loss of commercial expectations, reputational damage or any other financial loss arising from participation in the Programme, the non-selection of a Proposal or the termination of an LL or POC.

The Participants shall indemnify and hold harmless Inditex, the companies in its Group, and their directors, employees and collaborators against any claim, action, proceeding, penalty, damage, loss, cost or expense (including reasonable legal and advisory fees) arising from:

1. Any breach of these Rules or of any specific agreements entered into between the parties.
2. Any infringement of intellectual property or industrial property rights, trade secrets or any other third-party rights in connection with the Solutions, documentation or materials supplied by the Participant.
3. Any breach by the Participant of its legal or regulatory obligations.
4. Any personal injury or damage to property caused by the Participant, its employees, collaborators, subcontractors or suppliers during their participation in the Programme or the performance of an LL or POC.

Except where such limitation is prohibited by applicable law, in no event shall Inditex aggregate liability arising out of or in connection with the Programme, a POC or any matter relating to these Rules exceed the amount actually paid by Inditex to the Participant in connection with the specific LL or POC giving rise to the claim.

17.2. Participant Warranties

Participants warrant that:

1. They own, or hold the rights necessary to use, the Solutions, Documentation and any other material supplied in connection with the Programme, and that their use does not infringe any third-party rights.
2. The Solutions submitted are original or may be used and developed under the necessary authorisations, and do not infringe any third-party intellectual or industrial property rights or trade secrets.
3. The information supplied is true, complete and up to date.
4. They have the technical, operational and organisational capacity required to develop the proposed Solution and, where applicable, carry out a POC.
5. They comply with applicable laws and regulations in carrying out their activities and performing the Solutions.

Participants shall be liable to Inditex and third parties for any claim, loss or damage arising from a breach of the foregoing warranties.

17.3. Assumed Risks

The Participants acknowledge and accept that participation in the Programme entails certain risks inherent in innovation, experimentation and technology validation processes.

In particular, the Participants accept that:

1. Participation in the Programme does not guarantee that their Proposal will be selected or that they will be assigned a POC.
2. Carrying out an LL or POC does not guarantee that the project will continue or that a commercial relationship with Inditex will be formalised.
3. The Solutions may not achieve the expected technical, operational or commercial result.
4. They may incur costs as a result of their participation in the Programme, which will not be reimbursed unless otherwise expressly agreed in writing with Inditex under an agreement.
5. Participation in the Programme may require them to adapt their Solutions to Inditex’s specific requirements.
6. The Participants shall be liable for any damage caused to persons, premises, equipment, systems, goods or any other assets belonging to Inditex, its collaborators or subcontractors, as a result of acts or omissions attributable to the Participant or its employees, collaborators, agents, suppliers or subcontractors during their participation in the Programme or the performance of an LL or POC.
7. The Participant acknowledges that LLs and POCs are experimental in nature and that their results may be uncertain, insufficient or negative. The Participant expressly assumes the technical, financial and commercial risks associated with its participation, and this shall not give rise to any right to bring a claim against Inditex.

Before granting access to its premises or commencing an LL or POC, Inditex may require evidence of insurance policies appropriate to the risks associated with activities being carried out. These may include, where appropriate, Third-party liability, professional indemnity, public liability and subcontractors’ insurance covering personal injury and property damage caused to third parties, including Inditex’s or third parties’ personnel, property and premises; insurance covering damage to or loss of components forming part of the equipment being developed; cyber insurance; and any other cover reasonably required by Inditex.

The Participants expressly assume these risks, and Inditex shall have no liability beyond that provided for in these Rules or any specific agreements entered into between the parties.

18. COMMUNICATION AND USE OF IMAGE

18.1. Use of trademarks and logos

Participants may not use the name, trademark, logo or any other distinctive sign of Inditex or any company in its Group without Inditex’s prior express written consent.

Participants also authorise Inditex to use their details, including their company name, trading name, trade mark and logo, solely for the purposes of administering the Programme and for information and communications relating to it, including their inclusion on the Platform, in corporate communications and at events connected with the Programme.

This authorisation does not grant either party any intellectual or industrial property rights in the other party’s distinctive signs and shall not be construed as establishing any sponsorship, association or commercial endorsement beyond that strictly arising from participation in the Programme.

18.2. Publicity of the Programme

Inditex may publicise the Programme and its results through any medium or channel, including digital media, social media, events and corporate communications.

Participants undertake not to make any public statement or communication about their participation in the Programme, the Challenges or any potential collaboration with Inditex without Inditex’s prior written consent.

This is without prejudice to the confidentiality obligations set out in these Rules or in any agreements that may be entered into.

Unless Inditex has given its prior written consent, Participants may not refer to their participation in the Programme or use Inditex’s name or trademark for commercial, promotional or advertising purposes

19. USE OF ARTIFICIAL INTELLIGENCE

19.1. Purpose and scope

This Term governs the use by Participants, directly or indirectly, of systems, models, tools or services based on Artificial Intelligence (“AI”) in connection with the Programme, including the submission of applications, preparation of Proposals, development of POCs or LLs, and any other activities, stages or processes covered by these Rules. The provisions of this Term may be amended or adapted to reflect the nature of a particular POC or LL.

For the purposes of this term, “AI” means any system falling within the definition set out in Regulation (EU) 2024/1689, as well as any other functionally equivalent solution, whether developed by the Participant or by a third party.

19.2. Disclosure of AI use, notification and restrictions on Inditex data

Participants must notify Inditex in advance and in writing whenever they intend to: (a) input Inditex data, information or any other assets into an AI system for any purpose; or (b) use, deploy or integrate any AI-based component or tool to address a Challenge, develop a Solution, POC or LL, or carry out any activity under the Programme.

The notice must be given before the Proposal is submitted or included in the Proposal. If the need to use AI arises at a later stage, the Participant must notify Inditex immediately and, in any event, before that use begins. The notice must include, at least. the AI system concerned, the purpose of its use, the categories of data involved and whether they include Inditex data. Inditex may request further information or specify the notice format in the relevant POC or LL agreement or in a form issued for that purpose. The Participant must promptly notify Inditex of any material change to that information.

The Participant may not use Inditex data, information, documents or any other assets to train, retrain, fine-tune, validate, evaluate or improve its own or any third party’s AI models or systems without Inditex’s prior express written consent. The Participant must ensure that any third parties it engages agree in writing to the same prohibition. The use of AI must be limited to what is strictly necessary for the authorised purposes and comply with the principles of necessity, proportionality, data minimisation and purpose limitation. The Participant must implement sufficient technical and organisational measures to segregate Inditex information, prevent its use for the benefit of third parties, prevent unauthorised access to or leakage of information, and ensure the traceability of processing carried out using AI.

19.3. Regulatory compliance, warranties and technical requirements

The Participant represents, warrants and undertakes that any use of AI in connection with the Programme will comply at all times with applicable laws and regulations in force, including, in particular, Regulation (EU) 2024/1689 (the “AI Act”), any delegated or implementing acts adopted under it, and all other applicable laws and regulations on data protection, intellectual and industrial property, trade secrets, cybersecurity and non-discrimination.

Where the Solution incorporates AI systems subject to the AI Act, the Participant must identify and notify Inditex of the system’s risk classification, comply with the obligations applicable to it under that Act and refrain from using prohibited AI systems. The detailed requirements relating to these obligations may be set out in the relevant POC or LL agreement.

The general warranties as to ownership, lawfulness and non-infringement of intellectual and industrial property rights in respect of results generated wholly or partly using AI are governed by Term 11 of these Rules. Unless Inditex has expressly authorised otherwise, AI-generated results must not incorporate content subject to restrictive open-source licences, including copyleft licenses, or other restrictions incompatible with Inditex’s rights. Training data must have been obtained lawfully, with measures taken to prevent discriminatory bias and to respect third-party rights. The Participant also warrants that its AI systems meet appropriate standards of accuracy, robustness and cybersecurity, in accordance with the principle of security by design. Specific technical requirements will be set out in the relevant LL or POC agreement.

19.4. Human oversight, quality and prohibition of unauthorised automated decision-making

The Participant may not rely solely on AI systems to make decisions that have legal effects or a significant material impact on Inditex, its employees, customers, suppliers or third parties, unless Inditex has given its express written consent and the use complies with applicable law.

In all cases, before delivering to Inditex or incorporating into the Solution any results, deliverables or content generated wholly or partly using AI systems, the Participant must put effective human oversight and quality control mechanisms in place. Specific requirements for those mechanisms may be set out in the relevant POC or LL agreement. The Participant remains fully responsible for the accuracy, quality, reliability, lawfulness and suitability of all AI-generated results and content, regardless of the degree of automation, and the use of AI does not relieve the Participant of any liability.

19.5. AI systems’ requirements

The Participant warrants that the AI systems used in the Programme incorporate security-by-design measures and maintain appropriate levels of accuracy, robustness and cybersecurity throughout their life cycle.

The Participant must take measures to ensure that the AI systems are resilient to errors or failures arising from their operation or interaction with people or other systems.

At Inditex’s request, the Participant must provide the cybersecurity certifications and information security policy applicable to the AI systems used.

The Participant may use only AI systems supported by contractual and technical data protection and security safeguards. Free, beta or trial versions, and systems not covered by enterprise agreements, must not be used to process Inditex data or materials.

19.6. Personal data Protection in AI environments

Without prejudice to the general data protection obligations set out in Term 13 of these Rules and the restrictions in Term 19.2, where a Participant uses AI systems involving the processing of personal data in connection with the Programme, it must ensure, at least, that:

1. The AI provider does not use the personal data for its own purposes, such as training, retraining, validating or improving models, even if the data have been anonymised beforehand.
2. Permissions are not expanded, new repositories connected or additional functionalities enabled in a way that involves new processing of personal data, without Inditex’s prior express written consent.

All other data protection obligations are governed by Term 13 of these Rules and applicable law.

19.7. Notice of incidents

The Participant must notify Inditex in writing, without undue delay and, in any event, within twenty-four (24) hours of becoming aware of any incident, security breach, unauthorised access, information leak, unauthorised use, material failure, abnormal operation, significant bias, systematic error, third-party claim or regulatory investigation relating to the use of AI in connection with the Programme.

The notice must include all available information about the nature of the incident, its actual or potential scope, the assets or data affected, the containment measures taken and the remediation plan.

The Participant must co-operate fully with Inditex until the incident has been fully resolved.

19.8. Suspension, withdrawal and corrective measures

Inditex may at any time require the immediate suspension of the use of any AI system, the removal of any AI-generated results, the replacement of tools, the deletion of data or content uploaded to AI systems, or the implementation of further corrective measures where it identifies legal, reputational, ethical, technical, security or business risks.

The Participant must comply with those instructions immediately and at no additional cost to Inditex.

19.9. Third parties’ use of AI and subcontracting

Where the Participant intends to engage third-party AI providers, subcontractors or collaborators to carry out activities involving the use of AI in connection with the Programme, it must obtain Inditex’s prior express written authorisation.

The Participant shall be liable to Inditex for the acts, omissions and breaches of those third parties as if they were its own and must impose on them obligations at least equivalent to those set out in this Term.

19.10. Liability and survival

The liability and indemnity provisions in Term 17 of these Rules shall apply in full to any damage, loss, claim or proceedings arising from the Participant’s use of AI systems in connection with the Programme. The obligations in this Term shall survive the end of the Participant’s participation in the Programme, for any reason, for the periods specified in these Rules or, if no period is specified, indefinitely. If any subsequent specific agreements are entered into, the terms agreed in those agreements shall prevail.

20. AMENDMENT TO THE RULES

20.1. Right to Amend

Inditex reserves the right to amend, update or supplement these Rules at any time for legal, technical, organisational or strategic reasons, or to improve the operation of the Programme.

Amendments shall not apply retrospectively to matters already concluded, unless required to comply with legal or regulatory obligations.

Any amendment to these Rules shall be notified through the Platform or by any other means Inditex considers appropriate.

Continued participation in the Programme after notification of an amendment shall constitute the Participants’ acceptance of it.

21. GOVERNING LAW AND JURISDICTION

21.1. Governing law

These Rules shall be governed by and construed in accordance with Spanish law.

21.2. Jurisdiction

Any dispute arising from the interpretation or performance of these Rules shall be submitted to the courts of the city of A Coruña, Spain. The parties expressly waive any other jurisdiction to which they may be entitled, except where applicable law provides otherwise.

Last Updated: 28-10-2026