TERMS OF SERVICE
The following terms and conditions (the “Terms of service“) will apply and continue to apply after your first use of the services offered by Gosocket.net (the “Gosocket Platform” or simply “Gosocket“). Read the Terms of service carefully and make sure that you can comprehend them without any problem. Using the services (as defined by Clause 1 herein) implies you are accepting the Terms of service. If you do not agree with any of the Terms of service, we request that you refrain from using the services that are available on our Platform.
The Service is managed by Gosocket (“Gosocket“, “we” “us“). Our Gosocket Platform is an innovative application that offers certain platforms and information technologies with the purpose of creating a corporate network and promoting the exchange of corporate documents among our clients.
GOSOCKET allows the companies that issue electronic documents, particularly electronic invoices, to effectively deliver these documents to their customers, proving particularly useful for small companies. The basic services for the publication and delivery of electronic documents are cost free for issuers and recipients, and are based on advanced technological mechanisms that guarantee that the information will be solely accessed by its respective owners, mainly using Digital Certificates as authentication method. The issuers of electronic invoices can automatically invite their Clients so that the latter may begin to receive their documents via Gosocket; a solution that allows to centralize the electronic documents available from your other suppliers, thus providing great value to companies. Once inside the network, the companies may manually invite Clients and/or Suppliers to join too, with the purpose of facilitating their involvement.
The Gosocket Platform allows to rapidly and efficiently link companies, through the exchange of their tax and/or commercial documents, which have proven to be the best “connectors” among companies and excellent “catalysts” for businesses, due to their use within the context of the commercial processes that the companies must perform in order to complete their commercial and tax-related operations. Thus, Gosocket turns its corporate network into an actual community of companies, which enables a series of functionalities or services that allow materializing many of the unfulfilled promises of electronic invoices. (Go-Cash, e-Payments, Invoice-AD, to mention a few)
Gosocket has many solutions that allow addressing the community’s demands. Some are proprietary, others shall be developed by an ecosystem of Developing Partners and integrated to Gosocket through its development framework, particularly designed for this integration of third-party applications.
When using the services (as defined in Clause 1 herein) on behalf of a company or another legal entity (“you” “your“), you are declaring that you hold the authority to legally bind said entity and its affiliates in order to comply with the Terms of service. You declare that you are using the Services with a corporate purpose, and not as a private party or consumer.
The following is hereby agreed:
- The definitions and rules of interpretation set forth in this clause shall apply to the Terms of service.
|“Authorized users”||Refers to the employees, agents and independent contractors that have any kind of relation with you and which you have authorized to use the Services and the Documentation.|
There are multiple authorized users that interact in Gosocket, however, for the purpose of defining the various levels of liability regarding the legitimacy of the information that is made available on the platform, we can define several categories, including the following:
Primary User: Natural (physical) person, which shows through a Certificate of Validity of Powers of Attorney, issued by the competent national authority within a maximum of 30 days, or that certifies through a computerized validation procedure before a national entity authorized in this regard, that he/she is the legitimate person to represent his/her companies before the Tax Entity, execute with Gosocket the usage of the Service, grant access of the Service to other users and manage the information included in the Electronic Documents, related instruments and the Electronic Invoicing of the same.
Designated User or Administrator: Natural (physical) person, authorized by the primary user to manage all the functionalities provided by the Service. Create and invite users, assign them permits in connection to functionalities and perform any other management activity over the Service within the context of the company or companies in which he/she is appointed.
Related User or Guest: Natural (physical) person, authorized by the primary user or the designated user, to use the functionality of the service within the context of the company or companies in which he/she is appointed, providing or using electronic documents or electronic invoices, and guaranteeing the legitimacy of the data.
|“Customer information”||It is the information included in the invoices or other information that you or the authorized Users have submitted, or that we have submitted in your name, with the purpose of using the service or facilitating the use of the same.|
|“Documentation”||It refers to the on-line documents that we provide, through the Gosocket Platform or through any other website that we may inform, and that contains a description for the Services and the instructions for them to be used by the user.|
|“Electronic Exchange”||The electronic exchange of information consists of the electronic transfer of commercial, tax, logistical, payment, administrative, etc. information among computation equipment, in accordance with an agreed standard.|
|“Electronic Documents”||An Electronic Document consists of a file structured through an agreed standard (for XML, through TAG; for EDI, through Segments; or other), which has been drafted in a format that can be read by a computer, and that can be processed in an automatic and unequivocal manner.|
|“Electronic Invoice”||An Electronic invoice consists of a file structured through an agreed standard (for XML, through TAG; for EDI, through Segments; or other), which has been drafted in a format that can be read by a computer and that can be processed in an automatic and unequivocal manner to structure the message of the Electronic invoice, in accordance with the specific legal guidelines of the countries that have established electronic invoices under the XML standard, or other standards.|
|“Services”||It makes reference to the services that are described in Clause 3.1 of the Terms of service.|
|“Standard”||Set of standards, directives and legal or international guidelines that have been agreed for the exchange of structured information and, in particular, the exchange of information regarding goods and services, among independent IT systems.|
|“Applications or Gadget”||Refers to the applications of IT programs that are in line with what we offer as part of the Services.|
|“Virus”||It refers to an object or device (including any IT program, code or file), which may: interfere, damage or, in any way, negatively affect the operation of an IT program, equipment or network, telecommunications service, material or network or any other service or device; interfere, damage or, in any way, negatively affect the access and operation of a program or set of data, or affect the reliability of any program or information (through the restructuring, alteration or elimination of the program or the information in its entirety, in any part and in any way); or negatively affect the users experience, through worms, Trojans, viruses or other similar objects or devices.|
|“The Law”||The applicable Data Protection Law references the Law on the Protection of Private Life and the Treatment of Personal Data in the Republic of Chile (Law 19628, on protection of private life, enacted on 18-08-1999, and published on 28-08-1999. This law has been amended by Law 20575, which establishes the principle of purpose in the treatment of personal data, enacted on 14-02-2012 and published on 17-02-2012.)|
- The headings included in clauses, programs and paragraphs shall not affect the interpretation of the Terms of Service.
- The term “person” refers to an individual, corporation or non-corporate entity (that may or may not have an independent legal personality) as well as said person’s legal and personal representatives, successors or authorized assignees.
- A reference to a company includes any company, corporation or corporate partnership, regardless of the place or manner in which it has been incorporated or established.
- Words in singular shall also include plural form, and vice versa.
- A reference to a gender shall include all other genders
- A reference to a statute or provision established in the law shall be deemed a reference to the them while they remain in force, considering any amendment, extension or new approval of the same. Additionally, they include any subordinated legislation that has been enacted during the period of validity of the foregoing.
- A reference to the term “write” or “written” shall include faxes and emails.
- Any reference to clauses or exhibits is made in connection to the clauses or exhibits of the Terms of Service. Moreover, any reference to paragraphs is made in connection to the paragraphs of the corresponding exhibit of the Terms of Service.
- USE OF THE SERVICE
- Through this document we grant you the non-exclusive and nontransferable right to use the Service, solely for internal management purposes related to your company, subject to your compliance of the terms and conditions included in the Terms of Service.
- You shall refrain, and oversee that the authorized Users also refrain, from accessing, storing, distributing or transferring any Virus or any material during the use of the Services, that:
- is illegal, detrimental, threatening, defamatory, obscene, non-compliant, or that harasses or is offensive to other races and ethnicities;
- favors any illegal action;
- includes sexually explicit images;
- promotes illegal violence,
- is discriminatory with regards to race, sex, color, religion, sexual orientation, disability or in connection to any other legal action,
- causes damages to any other person or property.
- You shall refrain, and oversee that the authorized Users refrain from:
- unless it is authorized by an applicable law that cannot be disregarded in accordance with the agreement between both parties:
- and unless that Terms of Service explicitly allow it, attempt to copy, modify, duplicate, create derivative works, frame, republish, unload, show, transmit or distribute all or part of the computer Program, in any way or format or through any means, or
- attempt to disassemble, reverse engineer or, in any way, reduce to a format that may be assimilated by persons, all or part of the computer Program, or
- access all or part of the Services with the purpose of creating a product or service that competes with the Services, or
- use the Services to offer services to third parties, with the exception of the cases that are explicitly established in the Gosocket platform, or
- authorize, sell, lease, rent, transfer, assign, distribute, show, reveal or, in any way, exploit with commercial purposes, or put the Services at the disposition of third parties, with the exception of yourself and the authorized Users, or
- attempt to obtain, or offer assistance to third parties to obtain access to the Services and/or Documentation, other than in the manner set forth in Clause 2.
- You shall do everything that is reasonably possible to avoid any type of unauthorized access or use of the Services and you shall immediately inform us should said unauthorized access or use take place.
- We reserve the right, and disclaim any liability, to disable, suspend or terminate your access to the Services, the platform, your account or any other material, if you breach any provision included in the Terms of Service.
- We offer you the following services, subject to your compliance with the Terms of Service:
- access to the computer Program(s) through the Gosocket Platform;
- the corporate network or community and the corporate electronic documents, including an electronic invoicing system and other tools and services offered by Gosocket or application programming interface (“API“) which may be accessed through our Platform;
- all the computer programs, data, texts, images, sounds, videos and contents available through our Platform, or developed through our API (the “Content“);
- other applications or Gadgets directly developed by us or third parties, which can be accessed through the Gosocket App Marketplace (“Additional services“); and
- any new performance that has been included in the Service or that broadens the same.
- You accept that the use that you make of the above-mentioned services may have a cost (for example, the Additional services), provided that such services are announced in the Platform as services subject to additional costs (the “Paid services“). Said costs shall be applied in accordance with Clause 9.
- We shall make our best efforts to publish in the platform or notify you directly regarding any expected period of inactivity of the Services, and we shall do everything within our power to send you an email to inform you before the suspension or cancellation of your account at Gosocket.
- TERMS APPLICABLE TO THE USE OF GOCASH
- Description of the service
- Go-Cash is the Service that makes Electronic Factoring functionally and technically viable, by allowing the entire business ecosystem and its stakeholders (Assignor, Assignee/Factor, Debtor, REC- Electronic Registry of Assignments) to participate in it in a functional and integrated manner.
- Scope of the Service
- The GoCash Service allows the Assignor to perform the electronic assignment of credits (AEC) of electronic tax documents (DTE) through the Web, to all the electronic issuers that may require it. GoCash’s service is functional for the (individual or massive) generation of AEC, in accordance with the current legal guidelines, enhancing the functionality of the Assignor, in connection to its business, as well as the Assignee, by allowing them to simply, safely and efficiently manage their credit assignment in a manner that is in compliance with the legal framework of Law No. 19,983, published in the Official Gazette dated December 15, 2004, amended by Article 5, of Law No. 20,219, published in the Official Gazette on October 3, 2007, and all the Resolutions and Circular Letters issued in this regard.
- Conditions applicable to the use of the service
- GoCash may be used as a tool to Load, Validate, Quote, Offer, Generate, Sign, Accept, Assign and Send Credit Assignments, between the stakeholders of the electronic factoring model. Any other use, including the exchange, amendment, distribution or transmission without Gosocket’s explicit authorization or that of its representative, shall be strictly forbidden.
- The Use of the Service is exclusively intended for adults, that have been authorized by their companies, partnerships and natural persons that have processed their commencement of activities and legal powers of attorney, that hold the Digital Certificates and corresponding proxies to perform any of the actions allowed by the service.
- Gosocket or its representatives, disclaim any liability in connection to the access of Persons who do not comply with the definition of User or that infringe any of the laws, norms or regulations, applicable to the Electronic Credit Assignment template.
- Gosocket or its representative may restrict or reject access to all those who fail to comply with the above-mentioned requirements.
- TERMS APPLICABLE TO THE USE OF ELECTRONIC INVOICING AND THE EXCHANGE OF OTHER CORPORATE DOCUMENTS
- You accept the following terms, as they have been described in Clause 4 (the “Terms”) The Terms shall apply between you and Gosocket’s other users, as of the moment in which you accept or invite a user to engage in a network connection (you and the user at hand shall be identified as the “Parties“, as applicable), and shall also apply to Gosocket when such is specified. The Terms shall be applied to and among the Parties, as applicable during the use of the Services. These Terms shall not be applicable if you send an invoice or another Message to a user with which you are not connected in Gosocket.
- The Parties agree to issue and receive invoices and/or other corporate documents through the use of XML messages, through Gosocket and in accordance with the Platform’s technical and functional conditions, published by Gosocket periodically, and including any amendment that Gosocket may inform the Parties. Regarding electronic invoices, the non-electronic recipient shall notify its consent to the issuer expressing that it wishes to receive the invoice in electronic format, in addition to receiving the information of the invoices through Gosocket.
- Consistency with local legislation
- Each Party shall make sure that the use of Gosocket for the exchange of Messages is not incompatible with the legislation of their respective countries, the enforcement of which could restrict the use of Gosocket or the contents of a Message. Moreover, the Parties shall implement all the appropriate measures to promptly inform the other party of said infringement. Gosocket represents and warrants that the use of these Terms implies that the issued and received invoices correspond to invoices that have been correctly issued and validated before and by the corresponding tax authorities in all the countries in which said validations are applicable.
- Admissibility of Messages as Evidence
- To the extent allowed by the applicable national legislation for each case, the parties hereby agree that, in the event of a dispute, the registry of Messages, obtained by Gosocket itself, shall be admissible before court and shall constitute evidence of the facts in this regard, unless evidence to the contrary is submitted.
- Obligations of the Parties
- The Parties commit to implement and maintain safety measures and procedures, with the purpose of guaranteeing the integrity of their access to the Platform and their Gosocket account and, in this manner, avoid any risk of unauthorized access, alteration, delay, destruction or loss.
- The Parties must make sure that the Messages that contain information that has been labeled as confidential by the issuer or by both parties, are kept confidential and that they are not disclosed or transmitted to any unauthorized individual, nor used for purposes other than those specified by the parties.
- If authorized, the transmission of said confidential information shall be subjected to that same degree of confidentiality.
- Public domain
- The information included in the Messages shall not be deemed confidential, provided that said information is of public domain.
- Personal data protection
- If the Messages that include personal information are sent or received in countries in which there is no data protection law in force, each of the parties shall be bound to accept the provisions set forth in Clause 4.5, as a minimum standard.
- The data contributed by the various levels of users shall only be used for the purposes for which it has been provided, unless that it has been originated by sources that are accessible to the public (public information or low-risk information) such as the company’s Taxpayer ID, corporate name or contact information.
- The reserved or medium-risk data that could be related to the provided electronic invoice, will be subject to the guarantee that they may only be accessed by the issuer and/or recipient of the same.
- Gosocket shall refrain from revealing user information to third parties, unless the holder of the same allows it or such is required by law. If third parties contact us requesting user data, we shall instruct them that they are to directly request if from the corresponding users. To that end, we could provide them with basic contact information. We will make all commercially reasonable efforts to notify you in advance, unless we are prevented by law, in the event that we are forced to disclose your user data to third parties, .
- Gosocket is committed to protecting the security of user data. We maintain technical and organizational measures aimed at providing and enabling the security of the Services. Several technologies and security procedures are included to help protect your information from unauthorized access, use or disclosure.
- Data Storage
- Each party must securely keep a complete and chronological record, without any modification whatsoever, of all the Messages that have been exchanged by the Parties during a commercial transaction, in accordance with the time limits and specifications established by the legal requirements of their own local legislation and, in any case, for a minimum period of three years after the completion of the transaction. Said information will be stored by Gosocket (or our subcontractors) in accordance with the legal terms of its own local legislation or until the end of the relationship with Gosocket, in which case the elimination of the data and/or its delivery to the Party that owns it shall be explicitly requested.
- Unless otherwise established by the local legislation, the Messages shall be stored by the issuer, in the format in which they were transmitted, and by the recipient, in the format in which they were received.
- The Parties must guarantee that the electronic or computerized records of the Messages are easily accessible and that they may be reproduced in a format that is readable by the persons, or that they be printed, if necessary.
- Liability Disclaimer
- Neither Party shall liable for any special, indirect or consequential damages caused by the failure to comply with the obligations specified in the Terms, or that may be related to them.
- Force majeure
- The Parties shall not liable for any loss or damage suffered by the other party, caused by a delay or an error in the compliance of the provisions included in the Terms, provided that such delay or error is caused by an impediment that is beyond the control of the party in question and which could not be reasonably foreseen at the time of signing the Terms, or whose consequences could not be avoided or overcome.
- The Terms may be updated from time to time, as a result of user comments or improvements to our Services. If there are material changes to these Terms or in the way that Gosocket will be using your data, we will notify you prior to the implementation of the changes, by posting a notice or sending you a direct notification,.
- When necessary, the Parties may accept provisions that are additional or alternative to the Terms, provided that such have been agreed in writing by the Parties and that they do not conflict with the exchange of Messages conducted via Gosocket.
- We advise you to review this declaration periodically, in order to stay duly informed regarding the manner in which Gosocket protects your information.
- Either Party shall be entitled to terminate the relation governed by the Terms, provided that such decision is informed to the other party in advance. The termination of the relation governed by the Terms shall only affect the transactions that are performed as of that date.
- The applicability of the Terms will end immediately after the termination of the Terms of Service that were previously in force between Gosocket and each of the Parties.
- Regardless of the termination that could take place for any reason, the rights and obligations of the Parties shall remain in force with regards to any problem that may have arisen prior to the termination as well as in connection to any obligation that, due to its nature, must remain in force after the termination, including, without limitation, the provisions of Clause 4 which, due to their nature, shall remain in force beyond the term of validity of the Terms.
- DATA AND PRIVACY
- You will hold all rights, ownership and interest over the customer Data and will be fully liable for the legality, reliability, integrity, accuracy and quality of the same.
- We shall handle the storage of the customer Data until you eliminate your account. Please note that if the customer Data matches the definition of Data set forth in Clause 4, you shall be required to keep the data for 3 years, after the date in which the transaction was performed, in accordance with the Terms. You may also be required to keep your invoices (in electronic or paper format) in accordance with local legislation or regulations.
- The customer Data shall be eliminated from our registries in the event of cancellation or termination of the Services. You must contact us within the first 10 business days as of the date of cancellation or termination in the event you wish for us to provide you with the latest backup of the customer Data, and we will do everything possible to deliver said data as soon as it reasonably feasible (at your expense and through an advanced payment), subject to your compliance with the Terms of Service.
- You must pay the cost of all reasonable expenses disbursed in connection to the elimination of customer Data, when such has been performed in a manner that is not in accordance with our standard data deletion practices.
- By configuring your profile on our Gosocket Platform, your profile and the information provided about your company, including, without limitation, your company’s name, its description, company identifiers, tax identifiers, information on your company’s address and country information, will be publicly available, by default, through Gosocket. Therefore, all Gosocket users will be able to see your profile, contact you or (in the event that you have agreed to the exchange of business documents with that user, such as invoices) send you an invoice or any other business document through the Site. If you do not wish your profile to be public, configure your profile’s privacy setting by logging into Gosocket and accessing MyNetwork.
- You agree that the technical procedures and transmission of the customer’s Services and Data may include (a) transmissions through various networks; (b) changes, in order to adapt to the technical conditions of the connections of networks or devices and (c) transmission to our suppliers and our hosting providers in order to provide equipment, software, networks, storage and other related technology necessary to offer and maintain the Services.
- The parties hereby set forth that, if we process any personal information on your behalf when performing the Services in accordance with the Terms of Service, you will be the party controlling that data and that we shall be acting as data processors, and that, in any case:
- you accept that your personal information may be transferred or stored outside of the country in which we and/or the authorized Users are located for the performance of the Services, in accordance with the Terms of Service;
- with regards to users located in Chile, you acknowledge and accept that your personal information may be transferred and stored outside of Chile, with the purpose of performing the Services, in accordance with the Terms of Service;
- you must guarantee that you are authorized to transfer the corresponding personal information, in order for us to legally process it and transfer it on your behalf, in accordance with the Terms of Service;
- you must guarantee that the relevant third parties have been informed and that the latter have granted their approval for such use, processing and transfer of the information, in accordance with the applicable data protection law;
- we will only process your personal information in accordance with the terms included in the Terms of Service, and in accordance with any type of legitimate instruction that you may reasonably and periodically issue; and
- each of the parties shall implement the adequate technical and organizational measures to address the unauthorized or illegal processing of personal information, as well as its accidental loss, destruction or impairment.
- We commit to the following:
- no amendment will be made to the essential content of a Message that has been transmitted by us; and
- the Messages shall not be disclosed to any unauthorized person.
- EXTERNAL SUPPLIERS
- LIABILITY DISCLAIMER REGARDING GUARANTEES
- The Services and all the components of the server and the network, are offered “as is” and “subject to availability”, without any guarantee of any type, to the extent allowed by the law. Moreover, we disclaim any liability regarding any guarantee, whether explicit or implicit, including, without limitation, the implicit guarantees regarding marketability, ownership, suitability for specific purposes and any non-infringement guarantee.
- We do not guarantee that your use of the Services will be free of interruptions nor that it will be absent of viruses or errors; likewise, we do not guarantee that the Services, the Documentation and/or the information that you have obtained through the Services will meet your requirements. We will not be liable for any delay, mistake in the performance of the service or any other loss or damage resulting from the transfer of information through communication networks and services, including the Internet, and you accept that the Services and Documentation may be subject to certain limitations, delays or other problems that are inherent to the use of said communication services.
- The Terms of Service do not prevent us from establishing similar agreements with third parties, nor independently developing, using, selling or authorizing documentation, products and/or services that are similar to those offered in accordance with the Terms of Service.
- Your Obligations
- You must:
- comply with all the applicable laws and regulations related to your activities, in accordance with the Terms of Service; and
- make sure that the authorized Users are using the Services and the Documentation in accordance with the Terms of Service.
- PAYMENTS AND FEES
- Currently, some of the Services are offered for free, therefore, you will not be charged for the use of those Services. We reserve the right to charge you a fee for any part of the Services that we may subsequently decide collect, provided that we have informed you about said tariffs with reasonable prior notice, and that you continue to use the features of the Services in question.
- It is possible that you may have to pay a sum of money for the additional Services, in accordance with the terms set forth in this clause and our Site. When using a non-gratuitous service, please consult our Site to obtain further information regarding the applicable tariffs for the additional Service at hand (the “Registration Fees”) and the subscription period (“Subscription Period”). Some of the additional Services may be provided by third-party companies, and the performance of said additional Services may be subject to additional terms.
- To acquire additional paid Services (“paid Services”), you must provide us with your valid, complete and updated credit card information, as well as other complete and updated valid contact and invoicing information, that may be relevant, and authorize us to bill you through that credit card:
- on the date, or as soon as possible after the date on which you requested the paid Service (the “Effective date”), regarding the subscription fee that must be paid in connection to the initial period of the paid Service (“Initial subscription period”); and
- in accordance with your right to terminate the use of the additional Services, at the end of one of the subscription Periods, regarding the subscription Fee that must be paid for the following subscription Period;
- If we have not received your payment within the first 30 days after the expiration date, and notwithstanding our other rights and remedies:
- we reserve the right, disclaiming any liability, to deactivate your password, account and access to all or some of the Services, and we shall not be bound to perform any of the Services while you have not paid the corresponding amount evidenced in the respective invoice/s; and
- the interests corresponding to the payable amount shall be accrued at an annual rate equal to 3%, over the current base interest rate set forth by the Central Bank of Chile on the date of issuance of the corresponding invoice, as of the expiration date and until the date in which the invoice is fully paid, whether before or after the ruling.
- All the payments and tariffs that are referenced in this Agreement:
- must be paid in the currency that is specified in Gosocket’s Site;
- is not subject to annulment or reimbursement;
- do not include value added tax, which will be added in our invoices in accordance with the corresponding rate.
- We have the right to increase the subscription Installment, provided that we inform you 30 days in advance.
- INTELLECTUAL PROPERTY RIGHTS
- You accept that GOSOCKET is the owner of all intellectual property rights over the Programs and Documentation. Unless otherwise specified, these Terms of Service do not grant any right in connection to patents, copyrights, commercial secrets, commercial names, commercial brands (whether or not registered) or any other right or license in relation to the Programs and Documentation.
- You grant us a gratuitous and non-exclusive world-wide authorization to use, make available, reproduce, modify, publish, edit, translate, distribute, execute, show and sub-license, through multiple levels of co-holders, the materials and content provided in accordance with this Agreement and any other intellectual property Right that, in our opinion, is necessary or advisable when offering the Services through the Site and/or through any other method, means or technology, during the time that is necessary to perform our duties, as per this Agreement. You also accept that we can use your company’s name and/or logo in our commercial or advertising materials, as an example of a current user of the Site, unless you declare your refusal in this regard, amending the settings of your profile at the Site, or informing us through the following email address: email@example.com
- LIMITATION OF LIABILITY
- Clause 11 details all our financial responsibilities (including our liability regarding the behavior, errors or omissions of our employees, agents and subcontractors) with regards to you, in connection to:
- any infringement of the Terms of Service
- any total or partial use that you make of the Services and the Documentation; and
- any declaration, statement, grievance or omission (including any negligence) stemming from or related to the Terms of Service.
- You take on all liability for the results that have been obtained and that stem from your use, or your authorized User’s use, of the Services and the Documentation, as well with regards to the conclusions drawn from said use. We are exempted of all liability regarding any damage caused by errors or omissions in any type of information, instructions or guidelines that you have provided in connection to the Services, or regarding any measure that we may take in compliance with your instructions.
- None of the provisions of the Terms of Service shall exempt us of our liability in connection to:
- the death or personal damages that have been caused by our negligence, or
- fraud or a fraudulent misinterpretation.
- In accordance with Clause 11.3:
- we shall not be liable, whether contractually, by tort (including due to negligence or infringement of a legal obligation), misrepresentation, restitution or in any other way for any loss of profits, loss in turnover, loss of customers and/or similar losses or loss or corruption of data or information, or purely economic loss, or any type of exceptional, indirect or emergent loss, cost, damage, charges or expenses, in accordance with the Terms of Service;
- our overall liability, whether contractually, by tort (including negligence or breach of a legal obligation) misrepresentation, restitution or by any other means arising in connection with the compliance, or the foreseen compliance with this agreement, shall be limited to the Total subscription fees paid during the 12 months immediately prior to the date of complaint.
- FORCE MAJEURE
- We disclaim all liability, in accordance with the Terms of Service, if we are prevented from fulfilling our obligations under the Terms of Service, or if we are prevented from performing our business activity due to actions, contingencies, omissions or accidents that are beyond our control, including, but not limited to, strikes, closure of facilities or other industrial conflicts (affecting the workforce or any other party), malfunction of public services or transportation or telecommunications networks, force majeure, wars, earthquakes, terrorist acts, riots, social upheaval, intentional damage, compliance with a law, mandate, governmental order or regulation, accident, breakdown of industrial machinery, fire, flood, storm or error attributable to suppliers or subcontractors.
- You are responsible for canceling your account at our Site. The owner of the account (as defined in the registration procedure) may cancel its account at any time, in the Site’s control panel.
- We hold the right to terminate your account, in accordance with the provisions of Clause 2.5.
- If, for any reason, the Terms of Service are terminated:
- all licenses granted in accordance with the Terms of Service shall be immediately annulled, and
- we reserve the right o destroy or eliminate, in any other way, the customer’s Data that is in our power, in accordance with the provisions of Clause 5, and
- the rights acquired by the parties prior to the termination, or during the continuation after the termination of any provision regarding which continuity has been established or in connection to any provision with an implicit continuity, shall not be affected or damaged.
- The waiver of a right under the Terms of Service shall be effective only if it is submitted in writing and if it solely applies to the party to whom the waiver is addressed and the circumstances in connection to which it is granted. Unless otherwise specified, those rights granted in accordance with the Terms of Service will be cumulative and will not exclude rights granted by law.
- If a provision (or part of it) set forth in the Terms of Service is considered invalid, unenforceable or illegal by a court or administrative authority of competent jurisdiction, the rest of the provisions will remain in force.
- If the omission of a part of an invalid, unenforceable or illegal provision allows it to become valid, enforceable or legal, said provision shall be applied with such necessary amendments, in order to materialize the commercial intention of the parties.
- ENTIRE AGREEMENT
- The Terms of Service, and any document referenced therein, constitute the entire agreement between the parties and supersede any prior agreement or understanding between the two with respect to the content they address.
- By accepting the Terms of Service, each party acknowledges that it does not rely on any performance, promise, guarantee, affirmation, statement or understanding (in writing or otherwise) of any person (whether or not one of the parties involved in the Terms of Service) related to the content of the Terms of Service and that differ from those specified in the Terms of Service.
- Any notice that must be issued in accordance with this agreement must be submitted in writing and sent through the Site, delivered in person or sent by express mail with pre-paid postage to the other party’s registered office.
- A notice that is delivered in person shall be considered as received at the time of delivery (or if the delivery is performed outside office hours, at 9:00 am of the following business day). A notice sent to the correct address via express mail with pre-paid postage or via certified mail shall be considered as received at the time in which it would have been delivered under the post service’s regular operation. A notice sent through the Site shall be considered as received at the time of transmission.
- You are not allowed to assign, transfer, collect, sub-contract or otherwise deal with any and all of the rights or obligations set forth in the Terms of Service.
- We reserve the right to assign, transfer, collect, sub-contract or otherwise deal with any and all of the rights or obligations set forth in the Terms of Service.
- ABSENCE OF A COMPANY OR AGENCY
- None of the points described in the Terms of Service has the purpose or function of creating a partnership between the parties, nor does it authorize the parties to act as mutual agents, and neither party shall have the authority to act on behalf of the other or bind the other party in any way (including, but not limited to, any statement or guarantee, the assumption of an obligation or liability and the exercise of any right or power).
- THIRD PARTY RIGHTS
- With the exception of the cases set forth in Clause 4, the Terms of Service do not grant any right to any person or party (with the exception of the parties involved in the Terms of Service and the Terms and, if applicable, their authorized successors or assigns)
- If there is any discrepancy between the provisions of the Terms of Service and the Terms, the provisions of the Terms shall prevail.
- APPLICABLE LAW AND JURISDICTION
- Notwithstanding any mandatory local legislation that must be applied to the Parties with regards to the registration and storage of the Messages or the confidentiality and protection of personal information, the Terms of Service (including the Terms) and any conflict or complaint related to the same (including non-contractual disputes and complaints) shall be ruled and interpreted in accordance with the applicable law of Chile.
- The parties irrevocably agree that the courts of justice of Chile shall hold the exclusive jurisdiction to solve any dispute or complaint that could arise in connection to the Terms of service (including the Terms) or the contents of the same (including non-contractual disputes and complaints).