Commercial Terms
This agreement of commercial terms for service delivery ("ATECOPS" in Spanish) constitutes a written and contractual form between Jarboss S.A. de C.V. with fiscal address of Ave. Misiones Norte 203, Had. Las Misiones, Santiago Nuevo León 67320. (“Jarboss” “we”, “we are” “our”), and You (“client” “you”, “your” “yours”). By signing the Service Request (which can be established to make quotes, price establishments and any other relevant aspect) or by giving us a credit card number and clicking "Accept" on Jarboss’ website, you have also agreed in all the terms and conditions of this ATECOPS and in any other term that is established in the Service Request or reflected in any type of web form that you have come across during the creation of your account (in each case, "Specific Terms”), each one of which is part of this ATECOPS. Jarboss and the customer will be individually referred to as "party" "Party" and collectively "Parties" "parties".
Definitions
“Administrator” refers to the individual identified in the “Service Request” as the Network Administrator and any other individual designated as Administrator by an authorized representative of the customer.
“Affiliate” refers to the entity by which the entity subject directly or indirectly controls, is controlled by, or is over common control with. “Control”, for the purposes of this definition, refers to direct or indirect ownership or control by more than 50% of the entity's interested votes.
“Authorized User” means any employee, affiliate, agent, independent contractor or client consultant who has emails on the client's network or who are authorized or permitted by the client to access the use of the service according to the agreement or that such individuals are invited by the company to be part of an external network on behalf of the customer.
"Client information" refers to text, images, data, or any other type of content transmitted by the client or by an authorized user in Jarboss in connection with the client, and / or the authorization of the client to use the service.
"Client interface" refers to the web-based interface and the different APIs supported and provided by Jarboss, by which the client and its authorized users can access the service and/or download any type of desktop or mobile application offered by Jarboss.
"Client Network" refers to the first and second level in the domain name established in the Service Request and/or in the "External Network" which was made by the client, when "Authorized Users" can only be individuals as they are invited by the client to be part of the External Network.
"Magnitude" "Enhancement" referring to the correction, modification, adaptation, revision, enhancement, magnitude, improvement, update, releases, or any other change that has been provided or released and made generally available by Jarboss or similarly locating customers at service.
"Service Request" refers to the document in which orders are established, including supplements that are established between the client and Jarboss. By accepting or entering the Service Request, the client agrees to be bound by the terms of this agreement. Service Requests will be considered incorporated for reference.
“Renewal terms” referring to each term added after the initial terms.
"Service Level Agreement" refers to Jarboss' commitment to the performance and viability of the service, as well as applicable solutions, as proposed in SCHEDULE 1.
"Services" regarding the management of an internal communication system for companies, which may include the use of External Networks, using a Software which is developed and operated through Jarboss support and on Jarboss servers, or of the hosting service providers that are intended to enable the customer and users authorized by the customer to interact with it via the cloud, the web, around the world, such service can be reviewed and offered.
“Software” refers to the software applications used by Jarboss to provide the Service and to magnify and make it available to Jarboss customers, as well as its authorized users, including any desktop or mobile application offered by Authorized Jarboss Users to facilitate the services provided. Jarboss will not be obliged to provide Magnitudes that include new functionalities or applications for which Jarboss may charge separate fees.
"Term" referring to the initial term and any applicable Renewal Terms.
"Jarboss Technology" refers to the Software and any other knowledge, process, methodology, specifications, designs, inventions, functionalities, graphics, techniques, methods, applications, user manuals, online documentation, products, and any other technology and materials of any kind, or any Enhancement used by Jarboss in connection with the performance of the Service or available by Jarboss to the client, any Authorized User or any third party.
1. Services
Subject to the terms and conditions of this agreement, Jarboss will perform Services for the benefit of the client and its Authorized Users during the Term agreed in the Service Level Agreement. Quickly after the Effect Date imposed on the Service Request, Jarboss will send instructions to the Administrator regarding the Administrator tools available to the Client along with the client's appropriate credentials. The administrator tools will allow the Administrator to authorize Jarboss to take different actions, such as publishing the Client's logo on the Interface, and all actions using the administrator tools will be considered accepted by the Client and covered in this Agreement. Jarboss may delegate the performance of certain parts of the Services to third parties, Jarboss maintaining the primary responsibility on the Client for the fulfillment of the performance of the Services. Jarboss will provide the Client and its Authorized Users with access to the Client Interface, in accordance with the password that protects the users' accounts.
Jarboss may, at its sole discretion, modify, increase or change the Software and/or the Client Interface without materially making a decrease in the functionality of the Service. Customer agrees that this purchase is neither dependent on the delivery of any future functionality or application nor dependent on any oral or written public comment made by Jarboss regarding future functionality or applications.
2. Restrictions on the use of the services.
Clients must: 1) be responsible for the Authorized Users by Clients abiding this Agreement. 2) be responsible for the certainty, quality and legality of the Client's Data and regarding the means by which the Client acquires or has the Client's Data. 3) As well as safeguarding that the Client Data is not currently or in the future violating the rights of a third party of any kind, including without limitation any intellectual property rights or publicity and privacy rights.
The Client agrees that you will prohibit Users from uploading material to our servers in violation of the intellectual property rights of any party or any entity and that they will maintain and apply a policy that contemplates and is in accordance with the Federal Law on Protection of Personal Data for Mexico "LFPDP" and Latin America, and the "DMCA" in the case of the United States and the rest of the world. That they will act promptly to remove any infringing material from the Network if the Client or Jarboss receive any notification regarding the DMCA or the LFPDP. The Client agrees not to use or launch any type of automated system, including without limitation "robots", "spiders", "offline readers", etc. that may overload the capacity of Jarboss and its servers, or the ability to deliver the Services. The Client agrees not to collect or harvest any personal, identifiable, information, including account name from the Service, nor using communication systems that are provided by Jarboss for any purpose of commercial solicitation.
The Client agrees not to use any part of the Service with a destination linked to any unsolicited message or unsolicited commercial messages. Additionally, the Client agrees not to compromise or enroll in any of the following actions: 1) attempt to interfere with the compromise of the system in its integrity or security, or to decrypt any transmission to or from the server supporting the Service. 2) taking any action that imposes, or may impose, at Jarboss' sole discretion, an unreasonable or disproportionate high load on Jarboss infrastructure. 3) upload invalid data, viruses, worms, or any type of software agent through the Service. 4) copying some other person or in another way misrepresenting the Client's affiliation with the person or entity, leading to fraud, hiding or trying to hide the Client (or an Authorized User) identities. 5) interfering with the proper performance of the system. 6) evading measures that Jarboss can use to prevent or restrict access to the Service.
Customer agrees to take commercially reasonable steps to ensure Authorized Users do not post Customer Data that: 1) may create a risk of harm, loss, physical or mental injury, emotional suffering, death, weakness, disfigurement, or physical or mental illness for any Authorized User, or any other person of the entity; 2) create risks of any other loss or damage for any person or property; 3) may constitute or contribute to a crime or an illegal act; 4) contain information or content that is illegal, harmful, abusive, racist or ethnically offensive, defamatory, invasive publicly personal or advertising rights, offensive, humiliating towards other people (publicly or otherwise), defamatory in writing, threatening, or in any way that is objectionable. Jarboss is not responsible for any public display or misuse of Customer Data, except in the case of intentional negligence or misconduct by Jarboss or Jarboss employees.
3. Licensing, restrictions on use
3.1 Customer License. Subject to the restrictions and limitations set in Section 3 of this ATECOPS and any other part of this Agreement, Jarboss permits the Client to a non-exclusive, non-transferable, limited license, during the Term of the Agreement, to enable Authorized Users to enter and use the Service through the use of the Client Interface throughout the Client's regular course of business.
3.2 General restrictions and limitations. Section 3.1 establishes the entire right of the Client to access and use the Service and make the Service available to Authorized Users. The License does not include the right to: a) enable any person or entity other than the Authorized User to access and use the Jarboss Service and its related technologies; b) modify or create any derivative work based on the Jarboss Service and its technologies; c) participate in, allow, or continue any unauthorized copy, resale or distribution of the Jarboss Service or Technologies; d) allow any sub-license or other right to the Jarboss Service or Technologies; e) reverse engineer, disassemble or decompile, all or any portion of, or attempt to discover or recreate the source code by any Software; or f) remove, obscure or alter any notice of Intellectual Property Rights related to Jarboss Software, Service or Technologies. The Client will ensure, through its own instructions and forced actions, that any access to, and use of the Service by the Client and its Authorized Users, or otherwise through the Client's facilities, equipment, identities or passwords, may be in accordance with the terms of this Agreement and are conducted in a manner that does not violate any law or regulation, or the rights of third parties.
3.3 Licenses to Jarboss. Subject to the Agreement, the Client grants Jarboss a worldwide, non-exclusive, royalty-free license by the Term for use, reproduction, electronically distribute, transmit, have transmitted, perform, display, store, archive and indicate the Client Data for to be able to provide the Service. Jarboss shall have no right to sub-license or resell Customer Data or any component.
3.4 Reserve Rights. Subject to limited rights, it is expressly granted, under this medium, a) Jarboss reserves all rights, title, and interests in, and the Service including everything related to intellectual property rights. No right will be granted to the Client by this means other than that expressly established under this medium; in addition, b) the Client reserves any right, title and interest in, and for the client's data, including everything related to intellectual property rights. There are no rights granted to Jarboss by this means that are not expressly established in this agreement.
3.5 Identification of another Party as a Customer/Service Provider. Nothing contained herein shall be intended to grant any party any right, title or interest in or to other brands, other than those not granted with limited rights set herein. Given the termination of this Agreement, each Party shall promptly cease the use of all brands of other parties except as permitted by another agreement between the parties.
4. Access to Services
4.1 Password. The Client will generate a User Identification to enable each Authorized User to access the Service through the Client Interface. Customer is solely responsible for tracking User Identifications to a specific Authorized User and to ensure that the security and confidentiality of all User Identifications. The Client acknowledges that he is fully responsible for any obligation incurred through the use of any of the User Identifications and that any transaction through the User Identification may be considered to have been carried out by the Client. The customer will immediately notify Jarboss of any unauthorized use of any User ID or any other known security breach. The use of any User Identification, other than that provided in this Agreement, will be considered a violation of the Customer Agreement.
4.2 Hours of Operation; Rank and Services. Pursuant to the terms of the Service Level Agreement, Jarboss reserves any right at any time with reasonable advance notifications to the Client to temporarily change the hours of Operation Service or to limit the Client and its Authorized Users as well as their accesses to and for their use of the Services to perform repairs, make modifications, or to do without advanced notice as a result of circumstances beyond Jarboss reasonable control. Jarboss may alter or modify all or part of the Services over time such as alterations, modifications or both, that may include, without limitation, the addition or removal of features, products, services, software or changes in the instructions, provided that this may not result in a material decrease in the functionality of the Service.
5. Resources for Commitment
5.1 Resources for Commitment. Subject to the terms and conditions of this Agreement, and corresponding to the Service Request, the Client may contract and purchase professional services to support the launch and successful use of the Services. ("Resources for Commitment").
5.2 Expenses. The fees related to the Resources for Commitment do not include reasonable travels and expenses related to the Resources for Commitment. Incurring in any of these expenses will require prior and written approval by the Client and must be separately charged and invoiced to be directed to the Client.
5.3 Property of the IP. The services provided by the Engagement Resources will not result in a transfer or assignment of intellectual property rights between the parties. Any work resulting from the Engagement Resources must be the property of Jarboss and when provided by the Client, will be considered part of the Services or Software, which may be used by the Client through the terms of this Agreement.
5.4 Location of Resources for Commitment. The related services will be provided remotely, by mutual agreement of both parties.
5.5 Jarboss employees; Non-solicitation. Throughout the Terms of this Agreement, the Resources for Commitment shall at all times remain the property of Jarboss. The client agrees not to request or recruit for work or independently contract services of any type of the Resources for Commitment. The previous argument shall not (a) apply to the Resources for Commitment that are not implemented by Jarboss (example, that it has been accepted to give work to a third party) at least three months prior to the time in which the Client requests it, or (b) restrict the Client's right to generally request or recruit in the medium and hire people who have responded to any advertisement or who otherwise voluntarily apply for hiring without having been initially or personally requested or recruited by the Client.
5.6 Support Procedures. During periods for which the Customer purchases Designated Resources for Commitment Services, the services provided by the Resources for Commitment shall be provided to Clients as in accordance with the Service Request.
6. Rates and Payments
6.1 Rates. The client must pay Jarboss the fees established in the Service Request. Rates are based on purchased Services and payment obligations are non-cancellable and paid rates are non-refundable. To ensure an adequate number of licenses, Clients with existing accounts must acquire at least the number of licenses equivalent to the number of Authorized Users on the network at the time of execution of the Agreement. For each billing period during the term, as stated in the Purchase Terms in the Service Request, Jarboss will bill the Customer taking the total of Authorized Users for the billing period. Said agreement will be automatically renewable to continue with the Service, provided that the customer continues to use it in the Renewal stage.
6.2 Terms of Payment and Billing. The Client must provide Jarboss with information on: a valid and current credit card, or with a valid purchase order, or any alternative document reasonably accepted for Jarboss. If Customer provides credit card information to Jarboss, Customer authorizes Jarboss to charge that credit card for all Services listed in the Service Request for the terms in the initial request and any Renewal Terms. If the Service Request specifies that payment will be by a different method than the credit card, Jarboss will bill in advance, and in coordination with the billing frequency established in the statutes of the Service Request, and unless otherwise stated in the Service Request, you must pay all the invoiced amounts within a period of (30) days from the day the invoice is delivered. In the event of any Jarboss action to collect any unpaid amount by the due date, Customer will pay or reward Jarboss collection costs (including without limitation any attorney and court fees).
6.3 Late Charges. If there is any charge that has not been received from the Client on the established date, it will result at Jarboss' discretion in, (i) such charges must accrue interest for delay at a rate of 1.5% of the balance of each month, or the maximum rate allowed by law, whichever is lower, from the day of said payment should have been made until the date paid, and/or (ii) Jarboss may condition future subscriptions of renewals and Service Requests in shorter payment terms than those specified in Section 6.2.
6.4 Taxes. All rates are net. Customer shall pay or include any applicable taxes, if any, due, based on or measured by amounts subject to payment to Jarboss in any transaction between the Customer and Jarboss under the Agreement (excluding taxes based on Jarboss income) along with an interest o Penalty included, or provide Jarboss with evidence acceptable to the respective tax authority or substantially create an exception.
7. Belonging
7.1 Customer Data. Subject only to a limited license expressly granted herein, between Customer and Jarboss, Jarboss acquires no right, title, or interest from Customer or its Authorized Users under this Agreement in or to Customer Data, including any intellectual property rights. Customer is solely responsible for Customer Data that Authorized Users have uploaded, posted, displayed, linked to, or otherwise made available (hereafter "posted") on the Service, and Customer agrees that Jarboss is only acting as a passive driver and the Data Processed by the online distribution and publication of Customer Data, which are controlled by the Customer. Jarboss will not disclose, share, distribute or reference any Customer Data except as provided herein to provide the Services or as required by law.
7.2 Security. Jarboss has implemented reasonably commercial organizational and technical measures and techniques designed to ensure Client Data from accidental loss and unauthorized access, use, alteration or exposure. Either way, Jarboss cannot guarantee that third parties will never be able to defeat such measures, or use Customer Data for inappropriate reasons. The Client acknowledges, knows and accepts that the Client's Data is provided at the risk of the Client and its Authorized Users.
7.3 Suggestions. The Client may choose that Jarboss may invite Clients and/or Authorized Users to enter comments or ideas about the Services, including without limitation how to improve the Services or products. Jarboss must have a royalty-free, worldwide, transferable, sub-susceptible to license, irrevocable, perpetual license to use or incorporate into the Services any suggestion, requirement, recommendation or any other feedback provided by the Company or Authorized Users related to the operation of the Services.
7.4 Monitoring Right. Jarboss shall have the right to review and monitor any use of the Services to ensure that all terms of the Agreement are met and to evaluate the performance of the Services. Jarboss will have the right to analyze user behavior to evaluate the use of our Website and emails, both on an individual basis and, in aggregate, otherwise collect, create and analyze "metadata" about the Services used by Clients, provided in such a way that the metadata is never exposed to third parties that are not in an anonymous and aggregated format.
8. Privacy Policies
The terms and conditions of Jarboss Privacy Policies (which can be seen at www.terminos.jarboss.com) shall apply to the Client's Data, the Client and its Authorized Users in their use of the Services, and the Client acknowledges and agree to the subject terms. The Privacy Policies must be reviewed at any time, which must be effective and published in the URL in this section. The Client agrees that Jarboss and its employees may contact the Client and/or certain Authorized Users to assist them in carrying out the maximum benefit of the Services.
9. Term and Termination
9.1 Term. The Term of the Agreement will begin on the Effective Date established in the Service Request and, unless otherwise stated in the Service Request, will end on the Contract Date established in the Service Request, or by means of an early termination in according to Sections 9.2 and 9.3 below.
9.2 Termination by the client. The Agreement may be terminated by the Client (i) in the event of any material with which Jarboss violates any provision of the Agreement and that Jarboss fails to cure such violation within thirty (30) days prior to written notice. ; or (ii) due to Jarboss bankruptcy, reorganization, or project for the benefit of borrowers.
9.3 Termination by Jarboss. Jarboss may terminate this agreement (i) if the Client evades in time the payment of any sum due to Jarboss, and fails to settle within ten (10) days of receipt by written notice; (ii) immediately if Customer violates any provision of Section 2.2 or fails by written notice to remove content in violation of the DMCA or the LFPDP prior to or related to Section 2.2 of this Agreement; (iii) in the event of material that the Client violates any other provision of this Agreement and that the Client fails to resolve said violation after thirty (30) days by means of a written agreement; or (iv) through the bankruptcy of the Client, reorganization or assignment for the benefit of the borrower.
9.4 Termination Effect. If the Agreement is terminated according to Section 9, therefore, unless otherwise specifically provided written by the parties, the following shall apply: (a) any license rights granted to Customer with respect to the Services, the Jarboss Software and/or Technology will end on the effective date of termination; (b) Customer will return to Jarboss any and all technical and business information in Customer's possession or control; (c) unless otherwise agreed by both parties, Jarboss shall have no obligation to provide the Services to the Client or its Authorized Users after the effective date of termination; (d) the Client will pay Jarboss any amount subject to payment for the use of the clients and its Authorized Users of the Services by the effective date of the termination; and (e) Jarboss will provide the Client and its Authorized Users with access to the Client's Data up to twenty (20) days after the termination date, at which point said access must be terminated. It is the sole responsibility of the Client to download or delete any of the Client Data after termination; Jarboss has no obligation to make such data available more than twenty (20) days after the termination date or to keep copies of Customer Data. No returns or prepaid fees shall be granted to the Client in connection with any termination according to Section 9.3.
10. Disclaimer of Warranties.
Except as stated herein, Jarboss disclaims any warranty, expressed or implied, derived from the law or from any other aspect, regarding any error, defect, deficiency, infringement or non-compliance of the Services, the Software, the Technology of Jarboss or any other item, product or service provided by, through or on behalf of Jarboss, including without limitation any implied warranty of merchantability, subject to any particular purpose or non-infringement and any implied warranty arising from the course of performance, the course of deal or use to trade. Jarboss does not guarantee, endorse, insure, or assume responsibility for any product or service offered by a third party through the Services and Jarboss will not be part of, or in any way monitor any transaction between the client and a third party provider of products and services.
Advertising / Press.
Each party shall allow the other to be referred to as a customer or as a service provider on (if possible) its website and in its marketing and marketing materials, including but not limited to case studies, blog posts, courses, workshops, virtual workshops, virtual courses, webinars, provided that such reference should not imply any affiliation, sponsorship, or certification of the other. Other than what is provided in the previous sentence, neither Party shall make any public announcement regarding the subject in this matter prior to the written authorization of the other.
12. Mutual Compensation
12.1 Indemnity for Jarboss. Jarboss shall defend, indemnify and retain Customer and its subsidiaries, agents, administrators and other affiliated companies and their employees, contractors, agents, officers and directors, harmless from and against any third party claims that the Service as provided by Jarboss infringes copyrights, or misuse an industrial secret of a third party; provided that the Client (a) promptly presents Jarboss the written Claim; (b) grant Jarboss sole control of the defense and establishment of the Claim (provided that Jarboss would not settle any Claim without the Client's prior written consent unless the agreement unconditionally releases the Client from any obligation); and (c) provide Jarboss with all reasonable assistance at Jarboss' expense.
If the Software and/or the Services are converted or, in Jarboss' opinion, they are exposed to be converted, the subject to such claim, Jarboss will have the right to (i) obtain from the Client the right to continue using the Software and the Services. , (ii) replace or modify the Software and / or the Services so that they can become non-infringed, or (iii) terminate the Service and the license hereby granted for the Software and provide a prorated refund to the Client of the fees paid by the Service, for the portion of the Term remaining at the time of said termination. The following establishes Jarboss entire obligation and the exclusive solutions of its clients for the infringement of intellectual property rights.
Jarboss will have no obligation for any claim of infringement in full (i) based on the modifications of the Services or Software by or at the address of the Client or its Authorized Users; (ii) results from Customer's failure to use an updated version of the Services or Software available to Customer; (iii) is based on the combination or the use of the Software or Services with any other Software, program or device not provided or specified by Jarboss if such infraction had not been derived except for such use or combination; or (iv) results from Customer's operation of the Software or Service in a manner that is inconsistent with the intended use.
12.2 Indemnity by the Client. The Client shall defend, indemnify and retain Jarboss and its subsidiaries, agents, administrators and other affiliated companies, and its employees, contractors, agents, officers and directors, harmless from and against any claims, damages, obligations, losses, costs or debt. , and expenses (including but not limiting attorney fees) derived from: (i) The access of the Client and its Authorized Users to the Service, including any data or work transmitted or received by the Client or its Authorized Users; (ii) the violation of any term of this Agreement by the Client or its Authorized Users (iii) the violation of any right of a third party by the Clients or its Authorized Members, including but not limiting any privacy rights, rights of advertising, or Intellectual Property Rights; (iv) the violation by the Clients or any Authorized Users of any law, rule, or regulation of Mexico, or any other country; (v) any claim or damage that arises as a result of publishing, transmitting or storing any of the Client's Data that is made via the Authorized User accounts; or (vi) any other access by the parties and the use of the Service with the Client or its Authorized Users relating their unique username, password, or other appropriate security code; provided that Jarboss (a) promptly gives the customer written notice of the Claim; (b) grants the Client exclusive control over the defense and establishment of the Claim (provided that the Client will not establish any claim without Jarboss' prior written consent, unless the agreement unconditionally releases Jarboss from any obligation); and (c) all reasonable assistance is provided to the Client, at the Client's expense.
13. Confidentiality
13.1 Definition of Confidential Information. As used herein, "Confidential Information" refers to all confidential information disclosed by one party ("Disclosing Party) to another party (" Receiving Party "), either orally or in writing, that is designated as confidential or that is reasonably considered to be confidential due to the nature of the information and the circumstances of the disclosure. Confidential information must include the Services, and the Confidential Information of each party must include the terms and conditions of this Agreement and all Service Requests, as well as marketing and business plans, technical and technological information, product and design plans, and business processes disclosed by said party. In any event, Confidential Information (other than Customer Data) shall not include any information that (i) is or becomes general knowledge for the public without violating any obligation pertaining to the Disclosing Party, (ii) is known to the Receiving Party prior to its disclosure by the Disclosing Party without violating any obligation pertaining to the Disclosing Party, (iii) is received from a third party without violating any obligation pertaining to the Disclosing Party, or (iv) was independently developed by the Receiving Party as evidence of written reports.
13.2 Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care as it used to protect the confidentiality of its own information of a similar type (but in no case less than reasonable care ) not to disclosure or use of any Disclosing Party Confidential Information for any reason outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to the Disclosing Party's Confidential Information to those employees, contractors and agents who need such access for purposes consistent with this Agreement and whoever has signed confidentiality agreements with the Receiving Parties, which contain protections of no less rigor than those mentioned here.
13.3 Mandatory Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is required by law to do so, provided by the Receiving Party, giving the Disclosing Party prior written notice of such mandatory disclosure (to the extent legally permitted) and with reasonable assistance, to cost of the Disclosing Party, if the Disclosing Party wishes to challenge the disclosure. If the Receiving Party is required by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is part, and that the Disclosing Party is not challenging the disclosure, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
14. Limitations of Obligation
To the maximum extent permitted by applicable law, in no event may any of the parties, their respective managers, employees or licensees be susceptible to any indirect, punitive, incidental, special, consequential, or exemplary damages, including without limiting damages by profit or loss, good intention use, data or other intangible losses resulting from the use of, or inability to use, this Service or any other aspect of this Agreement. Under no circumstances will either party be liable for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the Service or your Account or the information contained therein and herein, including but not limited to any violation of section 13.
Your exclusive solutions for any interruption or cessation of access or transmission to or from the Service are progressively established at the agreed service level. To the maximum extent permitted by applicable law, we assume no responsibility or liability for (i) any personal injury or property damage of any nature, resulting from your access or the access of your Authorized Users and their use of the services; (ii) any errors and omissions in, or any loss or damage incurred as a result of the use of, any material published, sent by email, transmitted, or made available through the Service; (iii) damage caused by the publication, transmission or storage of your data enabled through the Authorized User accounts; or (iv) the defamatory, offensive or illegal conduct of any Authorized Users or a third party, in no event shall Jarboss, its directors, employees, or licensees be susceptible to clients or your Authorized Users for any protest, events, susceptibilities, obligations, damages, losses or costs in the amount exceeding the aggregate amount that the customer paid or payable to Jarboss hereby during the 12 months prior to the claim.
This limitation of susceptibility and its section applies if the susceptibility is based on contract, offense, negligence, strict susceptibility, or any other basis, even if Jarboss has been advised of the possibility of such damage, the following limitation of susceptibility shall apply to as extensive as permitted by applicable law in the applicable jurisdiction.
15. Miscellaneous
15.1 Tasks. Neither party may assign any of their rights or obligations set herein, either by operational law or by any other means, without the prior written consent of the other party, which shall not unreasonably suspend or delay. Additionally, either party may assign this Agreement entirely, without the consent of another party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, without involving a direct competitor of another of the parties.
15.2 Notice. Except and contrary to what is specified in this Agreement, all news, permits and approvals must be in writing and must consider that they are given by (i) personal delivery or (i) written verification of receipt by an established courier. News to the client must be sent to the respective address established in the Service Request, Attention: Legal, or said new address as Client, specifying Jarboss in written agreement.
News to Jarboss should be sent to:
Jarboss SA de CV
Legal Department
Misiones Nte 203, Hacienda Las Misiones
Santiago N.L. CP 67320 México
15.3 Applicable Law; Arbitration. Regarding any claim derived from or related to this Agreement, the parties agree to submit any dispute to an arbitration administered by a sole arbitrator based as possible on Mexican Law, including optional rules for Emergency Protection Measures, and judged in the result established by the referee that can enter any court and having jurisdiction. The parties must attend to agree on the selection of the sole arbitrator, however if the parties cannot agree, the arbitrator must be underpinned as provided by the Commercial Rules of Arbitration. The place of arbitration must be in Monterrey Nuevo León. The Agreement shall be interpreted, constructed and applied in all respects in accordance with the laws of the state of Nuevo León, without reference to the option of law and its regulations. The United Nations Convention on Contracts for the International Sale of Goods (CSIG) will not apply.
15.4 The Entire Agreement. The Agreement is the complete and exclusive declaration of the agreements between the parties and replaces any proposal, oral or written, and all other communications between the parties related to the subject in the Agreement, including the Jarboss Terms of Use Agreement online regarding the Client and its Authorized Users in the use of the Service, which is terminated. Any terms and conditions of any purchase order or other instrument made by the Client in connection with the Agreement which are additionally, inconsistent with or different from the terms and conditions of the Agreement, including any confidentiality agreement to the maximum of their meanings for Covering the Client Data or other information provided by the Client or your Authorized Users in connection with this ATECOPS, must be without force or effect. The agreement must be modified only by a written instrument correctly executed by the authorized representatives of the parties. Any loss by any party to any condition, term, or provision of the Agreement shall not be construed as a modification of any other condition, term, or provision. If any provision of the Agreement is determined to be invalid or unrelenting, such provision must be replaced with the enforceable provision with a similar amount being legally permissible and that the reminder of the Agreement must continue in force and effect completely.
15.5 Counterparties. The Agreement may be executed in two or more counterparties, including evidenced execution of the Client by its “click” on the “button” of the Jarboss website in connection with the acceptance of the Services, in such events that the execution of Jarboss will be supposed to occur at the same time, each of which must be assumed to be an original and each of which together must constitute a unique instrument.
Schedules 1
Service level agreement.
During the Term of this ATECOPS, the Jarboss Service web interface will be operational and available to the Client at least 99.9% of the time in any calendar of the month (as our Performance Commitment). If Jarboss does not meet the Performance Commitment, and if its Clients meet their obligations under this Agreement, the Client will be eligible to receive the Service Credits described below. This Performance Commitment is established as the Client’s sole and exclusive corrective for any failure by Jarboss in the provision of the Service.
1. Definitions. The following definitions should apply to the Performance Commitment.
a. "Inactivity" refers, for one domain, more than five (5) percent of error for the user, index of “Inactivity Period” refers, for a domain, of a period of ten (10) consecutive minutes of Inactivity. Intermittent Inactivity for a period of less than ten (10) minutes will not be counted under any Inactivity Period scheme.
b. "Monthly Activity Percentage" refers to the total number of minutes in a calendar month minus the number of minutes of Inactivity suffered due to all the Periods of Inactivity in the month calendar, divided by the total number of minutes in a calendar month.
c. "Inactivity Hours" refers to those times in which Jarboss notifies the Client of Inactivity periods at least five (5) days prior to the beginning of said Inactivity. There will be no more than twelve (12) hours of Inactivity Hours for each calendar year. Inactivity Hours are not considered Inactivity for the purposes of this Performance Commitment, and will not be counted towards any Period of Inactivity
d. "Service" refers to the service provided by Jarboss to the Client under the applicable Agreement.
e. "Service Credit" refers to the following:
| Monthly Activity Percentage | * Days of Service added to the end of the Service term |
|---|---|
| <99.9%–≥99.0% | 3 |
| <99.0%–≥95.0% | 7 |
| 95.0% | 15 |
The Client must request the Service Credit. In order to receive any of the Service Credits described above, the Customer must notify Jarboss within thirty (30) days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will penalize the Client's right to receive Service Credit. Maximum Service Credit. The maximum aggregate number of Service Credits to be issued by Jarboss to the Client for any and all Periods of Inactivity that occur in a single calendar month shall not exceed fifteen (15) days of additional Service at the end of the Service term for the Client. Service Credits may not be exchanged for, or converted to, monetary amounts. Performance Commitment Exclusions. The Performance Commitment does not apply to any service (s) that expressly exclude this Performance Commitment (as established in the documentation for that service) or any performance issue: (i) caused by factors beyond Jarboss reasonable control; or (ii) resulting from the Customer's equipment or the equipment of a third party, or both (without being in Jarboss's primary control).
Schedules 2
Support Procedures
Paying customers at Jarboss may submit cases by email or by phone. Customers will be asked to provide their names, company names and contact information, and each support case will be assigned to a unique case number. The actual resolution time will depend on the nature of the case and its resolution. A resolution consists of a fix, solution, or other solution in Jarboss' reasonable determination.
Telephone support hours
Live phone support in Spanish is available 24 hours a day, 7 days a week with each client's Personal Business Advisor
Recording a Case
Users can enter their case to solve or success case as follows:
1. Send the case directly to the Personal Business Advisor of each client
2. Send the case to soporte@jarboss.com with the subject: SUPPORT CASE
Cooperation
Jarboss Support Engineering must be able to reproduce errors in order to resolve them. Customer agrees to cooperate and work closely with Jarboss Support Engineering to reproduce errors, including behavioral diagnostics or problem solving activities, as desired and appropriate.
Rigor levels
Reproducible errors that cannot be resolved promptly will be escalated to a higher level of support to follow up on further research and analysis. For example, situations will generally be categorized and addressed according to the assigned level of rigor as shown below:
| Rigor Level | Examples and Description |
|---|---|
| Level 1 (Critical) | The service is considered unusable for most end users |
| Level 2 (High) | The service is usable but severely odd |
| Level 3 (Medium) | The tool does not work as expected, but the solution is available |
Initial Response Times
The level of rigor as described above, in combination with the Jarboss Customer Support Plan, will determine the initial response time and your goals.
| Rigor Level | Jarboss Corporate Network | Jarboss Corporate Network Pro |
|---|---|---|
| Level 1 (Critical) | 1 hour , 24x7 | 1 hour , 24x7 |
| Level 2 (High) | The next business day, regular business hours | 2 hours , 24x7 |
| Level 3 (Medium) | The next business day, regular business hours | 4 hours , 24x7 |
