Terms and Conditions
Yuno Tecnologías S.A.P.I. de C.V (hereinafter “Yuno”) is a company incorporated in accordance with Mexican legislation under deed number 158,719 executed before Notary number 132 of Mexico City. For all purposes of these terms and conditions (hereinafter “Terms and Conditions and/or Agreement”), Yuno will be the operator of a Software-as-a-Service (SaaS) through which it will facilitate a check-out solution that combines all different payment methods and anti-fraud providers in a single integration (hereinafter the “Services”).
The Company (hereinafter the “Company”) will be the natural or legal person that, through a Purchase Order, contracts and acquires the Services provided by Yuno.
1. Yuno Offering.
1.1. Offering. Subject to the terms of this Agreement, Yuno will make certain software as a service ("SaaS") offerings available to the Company as described in each Purchase Order and to the Company's authorized users (each, a " User"). Each Purchase Order sets forth (a) the nature of the Services provided by Yuno that have been selected and purchased by the Company, (b) whether the Services will be provided on a trial basis and the duration of such trial, if applicable ("Term Trial"), (c) the period in which the Services will be provided on a non-trial basis (each, a "Subscription Period"), (d) the number of Users (as defined below) authorized to use the Services and (e) the fees for the Services per Subscription Period ("Subscription Fees").
Notwithstanding any contrary term in these Terms and Conditions, (i) to the extent a conflict arises between the terms and conditions of a Purchase Order and the terms and conditions of this Agreement, the Purchase Order shall prevail, and ( ii) the Company is responsible for acts and omissions in the use of the Services.
2. Service Levels. Yuno will commercially use reasonable efforts to comply with the service level standards described in the Service Level Addendum ("Service Level Standards") which is an integral part of these Terms and Conditions. The Terms of Support and Service Level Standards are incorporated into this Agreement by reference.
3. Requirements for Use. The Company is responsible for maintaining the confidentiality of its Users' passwords, identifications, and other credentials and login information (collectively, "Passwords"), and the Company agrees that Yuno has no liability with respect to the use of any Password. The company recognizes that Passwords are personal to each User, and the Company is responsible for ensuring that each Password is used only by the applicable User. Company must notify Yuno immediately if it has reason to believe that the security of Company's account has been compromised or if unauthorized persons have accessed any of the Services.
4. Rates and Payment Conditions.
4.1. Subscription Fees. The Company will pay Yuno the Subscription Fees in accordance with the payment terms set forth in the applicable Purchase Order. The Subscription Fees do not include taxes, which will be charged as applicable. Unless otherwise set forth in the Purchase Order, Yuno will invoice the Company for Subscription Fees in arrears. The Company will pay all amounts invoiced by Yuno within thirty (30) days from the date of said invoice, and all payments must be made (a) in US dollars, or in Mexican pesos using the Representative Market Rate (Tasa Representativa del Mercado - TRM) established by the parties in each Purchase Order and (b) by bank transfer in immediately available funds to an account designated by Yuno.
4.2. Additional Interests and Conditions. Late interest will accrue at a rate of one point five percent (1.5%) per month, or the highest rate permitted by law, whichever is lower, from the due date of said amount until the date of full payment of it. The company will be responsible for and pay all sales and similar taxes on all licenses and similar fees applicable to the provision of the Services, excluding only taxes based solely on Yuno's gross or net income.
If the Company is required to deduct or withhold taxes on the payment of the Subscription Fee invoice, it may deduct this amount from the applicable Subscription Fee to the extent it is paid as withholding taxes in compliance with applicable laws. to the enterprise. The Company will not have to refund Yuno the amount of the deduction, provided that it presents a valid tax receipt within ninety (90) days from the date of issuance of the invoice. If this tax receipt is not presented within the specified period, all fees, including the amount of the deduction, will become immediately due, and non-payment of these fees may result in the suspension or cancellation of the Services.
Notwithstanding anything to the contrary in this Agreement, (a) Yuno will not be obligated to issue any refund for Subscription Fees paid, and (b) Yuno, in its sole discretion, may modify its prices during any Subscription Period, provided that modifications are only effective as of the Subscription Period directly following the one currently running.
5. Acceptance of the Terms and Conditions. The natural person who accepts these Terms and Conditions declares and guarantees that he or she has sufficient power to represent and bind the Company to compliance with what is established here.
6. Liability and Compensation. The Company will be entirely responsible for: (i) The payment of salaries and labor debts of its employees, as well as the payment to its contractors; (ii) Any damage that your actions or omissions or those of your dependents may cause to third parties; (iii) Any breach of the obligations under your responsibility enshrined in these Terms and Conditions.
6.1. Exemption from Damages. Except for (a) a breach of section 10. (Restrictions) and 11. (Confidentiality) or b) infringement, misappropriation or violation of any intellectual property right of a party, or (c) the obligations of compensation of a party as set out in section 6 (liability and compensation), neither party will be liable for any loss of profits or any indirect, special, incidental, reliance or consequential damages of any kind, regardless of form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages in advance.
6.2. Limits on Liability. Except in cases of (a) breach of section 10. (Restrictions), 11. (Confidentiality), (b) infringement, misappropriation or violation of any intellectual property right of a party, or (c) compensation obligations of a party, as set out in section 6.3. (Compensation), the total liability of each party to the other will not exceed the subscription fees actually paid by the Company to Yuno during the subscription period in which the damage occurred. Furthermore, notwithstanding any term to the contrary in this Agreement, (i) the sole and exclusive remedy for any breach of the terms or conditions of the Service Level Standards is the credits provided under this Agreement, and (ii) Yuno shall not be liable for any disclosure, unauthorized use and/or unauthorized access to any Company data, other data or other information.
6.3. Compensation. Yuno, at its own expense, will defend the Company, its affiliates, and their respective directors, officers, employees, consultants and agents ("Company Parties") against any claims and will indemnify the Company Parties against any related losses that result or arise in connection with (a) any alleged or actual breach of this Agreement including, (b) any Yuno data, (c) any act or omission of Yuno with respect to the Services, or (d) any violation of the applicable laws, rules or regulations by Yuno or any person or entity acting on behalf of Yuno. The Company, at its expense, will defend Yuno, its affiliates, and their respective directors, officers, employees, consultants and agents ("Yuno Parties") from and against any claims and will indemnify the Yuno Parties against any related losses that result from or arise in connection with (a) any alleged or actual breach of this Agreement including, (b) any Company data, (c) any act or omission with respect to the Services, or (d) any violation of laws, applicable rules or regulations by the Company or any person or entity acting on behalf of the Company. The indemnifying party's indemnification obligations under this Section 6.3 (Compensation) are conditioned on the indemnified party (i) providing written notice of the claim to the indemnifying party promptly upon becoming aware of it and (iii) providing reasonable cooperation to and assisting the indemnifying party in defending or resolving the claim.
7. Intellectual Property Rights. Except as expressly set forth in these Terms and Conditions, nothing herein shall be deemed to effectuate the transfer, assignment or assignment of any intellectual and/or industrial property rights or other proprietary rights from one party to the other party. Under no circumstances can these Terms and Conditions be understood as a transfer in any capacity of the technology owned by Yuno Tecnologías S.A.P.I. of C.V., its parent company, its subsidiaries and/or affiliated companies. It is clarified that Yuno is the sole owner of the technology through which the Services are provided. Company authorizes Yuno to use the Company name and logo on the Yuno website, identifying Company as a customer of Yuno and describing Company's use of the Services, notwithstanding any terms indicating otherwise. contrary to these Terms and Conditions.
8. Independence of the Parties. The Company and Yuno are independent contractors, and nothing in these Terms and Conditions is intended or creates any type of joint venture, partnership, joint venture or employer/employee relationship between the parties. Due to the above, the parties will comply with their obligations towards third parties (in the field of labor, social security and tax) independently.
9. Fortuitous Event or Force Majeure. Neither party will be liable for any delay or failure to comply with these Terms and Conditions resulting, directly or indirectly, from acts of God or force majeure. "Force majeure" or "fortuitous event" means all causes or events that are beyond the control of either party and that cannot be foreseen or that, if they could be foreseen, could not be avoided and that occur once these are accepted. Terms and Conditions and prevent, delay, or hinder the fulfillment of the obligations of one of the parties.
10. Restrictions. Except as expressly authorized by these Terms and Conditions, the Company may not (a) modify, disclose, alter, translate or create derivative works of the Services (or any of its components); (b) license, sublicense, resell, distribute, lease, rent, loan, transfer, assign or otherwise dispose of the Services (or any of its components); (c) use the Services to store or transmit viruses, software routines or other code designed to permit unauthorized access, to disable, delete or otherwise damage software, hardware or data, or to perform any other action harmful (d) copy, frame or mirror any part or content of the Services; (e) build a competing product or service, or copy any features or functions of the Services; (f) interfere with or disrupt the integrity or performance of the Services; (g) attempt to gain unauthorized access to the Services or its related systems or networks; (h) disclose to any third party any information or performance analysis related to the Services; (i) remove, alter or obscure any proprietary notices on the Services, including copyright notices; (j) disclose or make available any passwords that Yuno has provided to Company or Users; (k) create or retain any copies of any Content, except to print or download insubstantial quantities of the Content based on the intended use of the Services; (l) reverse engineer, decompile, disassemble, decrypt, redesign, reverse assemble, reverse compile or otherwise translate, create or attempt to create the source code of the Services or their structural framework (in whole or in part). part), or perform any process intended to determine the source code of the Services; (m) circumvent or attempt to circumvent any technological protection measures intended to restrict access to or use of any part of the Services or the functionality thereof; (n) take any action that imposes an unreasonable or disproportionately large load on the Services; (o) use the Services for any purpose that is illegal in any way or that advocates illegal activity; or (p) cause or permit any User or third party to do any of the foregoing.
11. Confidentiality. Confidential information will be any technical, commercial, financial, strategic, legal and/or information of any nature related to the present and future business operations of the parties involved in these Terms and Conditions, which are revealed and/or delivered in writing between these, expressly indicating that said information is confidential or that a person at the time of disclosure can presume under the specific circumstances in which the disclosure occurred, that said information is confidential. The duty of confidentiality established in this condition will be in force during the time in which these Terms and Conditions are in force and bind the parties or while there are Purchase Orders in execution and for up to two (2) more years after their termination.
12. Conflict Resolution. Any controversy or difference generated on the occasion of these Terms and Conditions or their execution will be attempted to be resolved in the first instance by direct agreement between the parties. If after thirty (30) calendar days after the dispute arose, it has not been resolved, conciliation will be attempted before any authorized conciliation center in Mexico City. If, in this instance, the difference cannot be resolved, the parties will submit to the courts of the ordinary jurisdiction of Mexico City. Company agrees that regardless of any law to the contrary, any claim or cause of action arising out of or related to the use of the Services or these Terms and Conditions must be filed within (1) one year after the said claim has arisen or will be forever barred.
13. Protection of Personal Data. A database should be understood as the organized set of personal data that may be subject to any processing under the terms of the federal law on the protection of personal data held by individuals, its regulations and the applicable privacy notice, or any other rule that regulates the processing of personal data (hereinafter “Personal Data Regulation”). The parties must guarantee: i) the adequate treatment of the information contained in the databases of the other party, which the latter provides in the development of the object of these Terms and Conditions, and for which it has due authorization from the owners. of the personal data contained therein; and ii) compliance with the Personal Data Regulation.
The legal representatives of the parties authorize the processing of personal data collected to advance the execution of what is stated in these Terms and Conditions (name, identification, email, credit and/or debit card data). The legal representatives of the parties declare that they have been informed that the owners of the information have the right to know, update or rectify personal data, delete or delete personal data from the parties' databases, as well as request proof. of authorization; rights that may be exercised in the following channels:
Yuno: Luz Saviñon 13 PH4, Del Valle, C.P. 03100, Mexico, D.F. or to the email datapersonales@y.uno.
In the event that Yuno accesses personal data of third parties as a processor, it undertakes to: (i) process the personal data for the provision of the Services in accordance with the instructions and policies of the Company and (ii) carry out the processing. in accordance with the purpose that has been authorized, under the principles that protect it and in accordance with the purpose established in these Terms and Conditions, on behalf of and on behalf of the Company, who acts as responsible for the personal data.
The personal data protection policy (the “Processing Policy”) adopted by Yuno is an integral part of this document and, therefore, is understood to be incorporated. The Treatment Policy can be accessed through the following link: www.y.uno/privacy
13.1 Security and Conservation/Deletion of Data. Yuno will maintain reasonable security practices and procedures. Yuno will comply with all reasonable data retention and erasure (or destruction) requirements under the rules applicable to the processing and security of personal data.
13.2 Notification and Audit. If Yuno learns or has reason to believe that any unauthorized access or use, or any security incident affecting the Company or Users, has occurred, Yuno will notify the Company and will comply with all notification requirements under the rules applicable to the processing and security of personal data.
13.3 Company Data. As between the parties and subject to the limited grant set forth in this Section 13.3 (Company Data), the Company owns all Company Data. During the term of this Agreement, Company grants Yuno a non-exclusive, royalty-free, worldwide, sublicensable right and license to reproduce, modify and store all electronic data or information provided by Company to Yuno at through or in connection with the Services ("Company Data") solely in connection with the Services. Before granting Yuno access to Company Data, Company has obtained (a) all rights and consents necessary to grant Yuno the rights set forth in this Agreement with respect to such Company Data, and (b) All Company Data has been collected, stored, transferred, processed, collected, disclosed and otherwise handled in accordance with all applicable laws, rules and regulations, including, but not limited to, rules applicable to the processing and security of Personal Data.
13.4 Yuno Analytical Data. Company acknowledges and agrees that Yuno may monitor, collect, use and store anonymous and aggregated statistics regarding the use of the Services and/or individuals/entities that interact with the Services (collectively, "Yuno Analytics Data").
14. Term, Termination, and Effects of Termination.
14.1 Term. These Terms and Conditions will have an initial duration of twelve (12) months and will begin counting from the start date of the subscription period or the pilot period (“Start Date”). During this period, both parties are committed to complying with all obligations and terms established in this Agreement. In the event that the Company decides to terminate the Agreement before completing the first year, the Company must pay Yuno the monthly payments due until the date of termination, as well as the monthly payments corresponding to the period remaining to complete the first year. Thereafter, these Terms and Conditions will automatically renew for successive periods equal to the duration of the subscription period unless either party provides written notice of non-renewal at least sixty (60) days before its end. the current subscription period.
14.2 Termination. Either party may terminate the Terms and Conditions, for cause, if the other party materially breaches them and fails to remedy such breach within thirty (30) days following receipt of written notice of such breach. Additionally, Yuno may suspend the use of the Services without liability if Yuno determines that (a) the Company or any User is in violation of sections 13.3 (Company Data) or 10 (Restrictions), or (b) that Yuno is required by any applicable law to suspend the Services.
14.3 Effects of Termination. Upon expiration or termination of these Terms and Conditions (a) all rights and licenses granted to the Company under the Terms and Conditions will immediately terminate, and (b) the Company shall immediately pay to Yuno all amounts owed for the period contracted by the Company. If the applicable subscription period is 12 months, the applicable subscription fees are divided into 12 equal payments (each due and payable at the close of each month). If the Company chooses to terminate these Terms and Conditions, and the effective date of termination occurs at the end of the 9th month of the subscription period, the Company must immediately pay 5 monthly payments. Notwithstanding anything to the contrary in these Terms and Conditions, (i) sections 4 (Fees and Payment Terms), 14.3 (Effects of Termination), 6.3 (Compensation), 6.2 (Limits on Liability), 11 (Confidentiality ), 13.3 (Company Data), 13.4 (Yuno Analytics Data), 10 (Restrictions) and 15 (General Provisions) shall survive any termination or expiration of these Terms and Conditions, and (ii) will not be affected refunds.
15. General Provisions. (i) Executive title. These Terms and Conditions contain clear, express and enforceable obligations and therefore provide executive merit in favor of each of the parties. (ii) Partial nullity and non-waiver of rights. In the event that any provision of these Terms and Conditions is considered void, illegal or unenforceable, the validity, legality and enforceability of the rest of the provisions will not be affected or limited in any way. The failure or delay of either party to exercise any of the powers or rights set forth in these Terms and Conditions, or to demand compliance therewith, will not be construed as a waiver of said rights or powers nor will it affect the total or partial validity of the terms and conditions. Terms and Conditions, nor the right of the respective party to subsequently exercise such powers or rights, unless otherwise provided by law or contract. (iii) Assignment of Terms and Conditions. The Company may not partially or totally assign the execution of these Terms and Conditions to a third party, nor the obligations and rights derived from them.
(iv) Total agreement. These Terms and Conditions exclusively represent the will of the parties and nullify any verbal or written agreement, express or tacit, that exists or may exist between them in relation to the subject of these Terms and Conditions.
(v) Taxes. Except as specifically agreed in these Terms and Conditions, each party will be responsible for the payments of taxes that the Applicable Law imposes on the occasion of the execution and execution of these Terms and Conditions. (vi) Availability, security and stability. Yuno does not guarantee the availability or uptime of the API or its Service. In the event of instability or major technical problems, Yuno will not have any responsibility towards the Company but will make its best efforts to stabilize its operation and will pay the corresponding service credits that apply in accordance with what is established in the Service Levels annex. (vii) Declaration of origin of funds and financing of terrorism. The Company declares that its income comes from legal activities, which are not included in lists for the control of money laundering and financing of terrorism administered by any national or foreign authority, and that, consequently, it is obliged to respond for all damages. that could be caused as a consequence of this statement. In accordance with the foregoing, Yuno may deprive the Company of the use of the Services in the event that the Company is included in the list of the Office of Foreign Assets Control - OFAC issued by the United States Treasury Office of North America, the United Nations list and other public lists related to the issue of money laundering and terrorist financing. (viii) Business ethics and anti-corruption. The Company undertakes to implement internal control mechanisms in order to prevent acts of corruption from occurring in the negotiations that take place. In accordance with the foregoing, you agree not to receive or offer, directly or indirectly, from and to employees, administrators, or subordinates of Yuno: (i) sums of money, (ii) any object of pecuniary value, or (iii) other benefit or utility, in exchange for: (a) performing, (b) omitting, or (c) delaying, any act related to the exercise of their functions. The Company declares and guarantees that both the Company and its officers, employees, directors, or subcontractors comply with anti-corruption regulations, including, but not limited to, those contained in the General Law of the National Anti-Corruption System, the Foreign Corrupt Practices Act of 1977, the United Kingdom Bribery Act 2010 or those that modify, supersede, regulate or develop it, as well as those national and international regulations relating to the prevention of fraud, bribery, corruption, money laundering and terrorism. Likewise, the Company declares and guarantees that neither it nor its officials, employees, directors, or subcontractors are the subject of investigations, accusations or processes related to the violation of anti-corruption regulations and that they have not been subject to criminal, disciplinary or contractual sanctions derived from violation of such regulation. The Company undertakes to comply with anti-corruption laws and declares that any failure to comply constitutes a violation of these Terms and Conditions, which gives Yuno the exclusive right to deprive the Company of the use of the Services. Likewise, the Company undertakes to notify Yuno of any notification associated with an investigation, procedure, sanction or similar, initiated against it or against any of its officers, employees, directors, or subcontractors within twenty-four (24) hours following the date on which you become aware of the notification of the investigation. (x) Payments for tangible or intangible benefits. The parties agree that they will not be obliged to pay under any circumstances, any sum of money to the other party, for tangible or intangible benefits that they acquire by virtue of the use of the Services that is not expressly defined in these Terms and Conditions or in any Purchase Order between the parties. (xi) Applicable law and contractual address. For the interpretation and compliance of these Terms and Conditions, the parties submit to the provisions of the Civil Code for the Federal District (now Mexico City) and supplementarily the Federal Civil Code and to the competent courts of Mexico City. For all legal purposes the contractual address will be Mexico City.
ANNEX A - SERVICE LEVELS
These Service Level Standards apply to the Services as set forth in the Purchase Order and the Yuno Terms and Conditions.
Service Levels. Yuno will use commercially reasonable efforts to make the Services available 99.9% or more of the time during any calendar month. Subject to the exclusions set out below, interruption means any time when the Services are unavailable due to a cause within Yuno's control. The availability rule does not apply to any feature of the Services that Yuno identifies as a "beta" feature or service.
Service Credits. If Yuno fails to achieve the above availability percentage, the Company will be entitled to receive a credit ("Service Credit") calculated as a percentage of the Subscription Fees. The increase in Service Credits is based on the number of outages added, as set forth below.
Service Availability Service Credit
Less than 99.99% 1%
Less than 99.9% 4%
Less than 99% 8%
Less than 98% 10%
Service credits are not transferable and will be issued in Mexican pesos. To receive a Service Credit, the Company must contact Yuno in writing within thirty (30) days of the discontinuation and demonstrate to Yuno's reasonable satisfaction that the Company's use of the Services was affected. negatively as a result of the disruption. Validated Service Credits will be applied to the next invoice pending payment to Yuno by the Company.
Exclusions. Yuno does not include in the calculation of downtime time when the Services are not provided due to:
- Planned maintenance windows in which the planned unavailability has been reported at least two business days before the interruption, except in the case of emergency changes;
- Force majeure events;
- Actions or inactions by the Company;
- Events arising from the Company's systems or any Company website;
- ISP or Internet outages beyond Yuno's control; or
- Interruptions that Yuno deems reasonably necessary.
Only resource. Notwithstanding any terms contrary to this Agreement, Service Credits are the Company's sole and exclusive remedy for any interruption of the Services.