TERMS AND CONDITIONS AGREEMENT
Effective Date: October 1, 2017
USERS ARE REQUIRED TO READ THIS TERMS AND CONDITIONS AGREEMENT ("AGREEMENT", "Terms", "Terms and Conditions", “T&C”) CAREFULLY BEFORE USING OUR WEBSITE OR/ AND MOBILE APPs (THE “SERVICE”) OWNED AND OPERATED BY XPERTEAM S.A.L. THIS AGREEMENT IS A LEGAL CONTRACT BETWEEN YOU ("USER"), AND XPERTEAM S.A.L AND /OR ITS SUBSIDIARIES OR AFFILIATES (COLLECTIVELY, REFERRED TO HEREIN AS "XPERTEAM," "COMPANY,WE," OR "US").
A. PURPOSE and GENERAL CONDITIONS
The purpose of this Agreement is to establish the Terms and Conditions of the relationship between Users, the COMPANY, and INVITEES for the use of the Service. These Terms apply to all visitors, users and others who access or use the Service. These T&C may, in all cases, be completed with other Specific Conditions. In the event of any contradictions between the T&C and the Specific Conditions, the latter shall take precedence over the former.
1.Service Access. Access to and use the Service is totally voluntary and conditioned on USER acceptance of and compliance with these Terms. By accessing or using this Service with an authorized link to this Agreement, registering an account or accessing or using any content, information, services, features or resources available or enabled via the Service (the "Services"), clicking on a button or taking action to signify acceptance of this Agreement, USER:
1- Agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; and to use the Service in accordance with these T&C, the law, morality, generally accepted good customs and public order;
2- Represent she/he is of legal age in her/ his jurisdiction of residence to form a binding contract;
3- Represent that she/he has the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf she/he uses the Services;
4- Commit not to publish content on the Service that may be offensive and that is not in keeping with applicable law;
5- Waive the right to take any actions against the COMPANY or ask for responsibilities due to the data publish on their Content and agree, moreover, to resolve any dispute that may arise regarding their content without the mediation of THE COMPANY.
Except as otherwise provided herein, if USER does not agree to be bound by this Agreement, she/he should not access or use the Services.
2.Registration. By registering - clicking on “Register” - for an Account ("Account") for the Services, the USER indicates that he or she is fully aware of and accepts all the conditions of this Contract and consents to electronically access the Services. He also agrees to provide only true, accurate, authentic, current and complete information requested by the registration form (the "Registration Data") and to promptly update the Registration Data thereafter as necessary. Refusal to accept these conditions shall result in access to the Service provided by the COMPANY being denied.
USER agrees to monitor her/his Account to restrict its use by minors and other unauthorized users and agree not to share her/his Account or password with anyone and to safeguard this password to use it to access the Service and for any activities or actions under her/his password, where the password is with our service or a
To access certain features or areas of the Service, USER may be required to provide personal and/or demographic information as part of a registration or
USER agrees to provide true, accurate, current and complete information about her/himself as prompted by the applicable registration or
USER is responsible for all activity occurring when the Service is accessed through her/his account, whether authorized by her/him or not. Therefore, if she/he creates an account, be sure to protect the confidentiality of the account password. The COMPANY is not liable for any loss or damage arising from the USER failure to protect the Account password or information.
3.Private Use. The Service provided by the COMPANY is designed and reserved for private individuals only. In all cases, use of the Service is subject to compliance with these T&C and may be terminated in the terms set forth in Article 5.
USER further acknowledges and agrees that the COMPANY shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such
The use of the Services is also subject to any additional terms, conditions and policies that are separately posted on the Services ("Supplemental Terms") which are incorporated by reference into
this Agreement. Some of the specialized features and tools accessible through the Service are provided by
The COMPANY reserves the right to make changes to, or to suspend or discontinue (temporarily or permanently), the whole or any portion of the Service. USER agrees that the COMPANY will not be liable to any party for any such modification, suspension or discontinuance.
6.Failure. The failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between both parties regarding the COMPANY Service, and supersede and replace any prior.
7.Termination. The COMPANY may modify or discontinue the Services, or may modify, suspend or terminate any USER access to the Services, at its sole discretion for any reason, with or without cause or notice and without liability to the concerned USER or any third party. On top of suspending or terminating USER access to the Services, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Upon termination, USER’s right to use the Service will immediately cease. Even after USER’s right to use the Services is terminated, this Agreement will remain enforceable against the misbehaving USER and unpaid amounts owe to the COMPANY will remain due. If the USER wish to terminate the account, she/he may simply discontinue using the Service.
All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
B.PRIVACY AND PERSONAL DATA PROTECTION
1.The COMPANY maintains the levels of personal data protection security and has established all technical measures at its disposal to prevent the loss, misuse, alteration, unauthorized access and theft of the data provided by the USER on the Service.
2.The COMPANY agrees to preserve the confidentiality of the personal data contained in the electronic file duly registered in the General Data Protection Registry in accordance with the applicable legislation, as well as to process them in a secure manner in the event of any international data transfers.
3.The Service collects personal information online when USER voluntarily provide it. The Service requests only the essential data required from the USERS to provide the Services correctly, and they are maintained only for the necessary amount of time. By providing the email address and other personal data, USERS give their permission to the COMPANY to process said information for the purpose of providing the Service. The Service may use personal information (1) to provide USER with the products and services USER may request or that have been requested by a Service Provider contracted through the Service; (2) process or collect payments forthe COMPANY Services; (3) to conduct customer surveys; and (5) to contact USER about the products and services that the Service offers
Registered USER is able to review and change personal information by accessing the “Profile Update” menu option.
4.The COMPANY does not disclose personal information to any third party excluding its Providers for the limited purpose of providing services and who are mandated to keep information confidential unless (1) USER has authorized the COMPANY to do so; (2) there is legal requirements to do so y to keep the information; or (3) it is necessary to protect the COMPANY property rights related to the Service. The COMPANY may also share aggregate,
5.The COMPANY informs the USER that “cookies” (a standard technology) will be created automatically on USER browser upon visiting the Service in order to identify the USER and offer more personalized service. However, if wished, USER may deactivate and/or delete these cookies by following the instructions for their Internet browser.
This Service uses the following cookies:
a.Cookies, to ease users’ navigation and remember where they have visited, and how they navigated themselves around the site.
b.Cookies, to follow the session on the pages requiring registration.
c.Cookies, to monitor advertisements seen by users.
Please note that many “Third Party services” may have their own cookies and their own terms of privacy and data protection.
6.1Responsible Party for Content. USER acknowledges that all content is the sole responsibility of the party from whom such content originated. This means that each USER is entirely responsible for all content that she/he makes available through the Services, or otherwise provided to the COMPANY, whether online or offline and whether or not solicited by the COMPANY ("User Content"). The COMPANY has no obligation to
6.2Ownership of USER Content. The COMPANY does not claim ownership of any USER Content made available on the Service ("USER’s Content"). However, when a USER posts or publishes Content on or in the Services, somebody represents that she/he has all of the necessary rights to grant the COMPANY the license set forth in next section (6.3). Except with respect to Content, she/he agrees that has no right or title in or to any content that appears on or in the Services.
6.3License to USER Content. Subject to any applicable Account settings that USER selects, grants us, an irrevocable, nonexclusive, perpetual, worldwide,
6.4Ratings and Reviews. Ratings and reviews posted by Users onthe COMPANY Services are User Content that is not endorsed by the COMPANY and does not represent its views. The COMPANY does not assume liability for ratings and reviews or for any claims for economic loss resulting from such ratings and reviews. Because the COMPANY expects USERs to maintain a high level of integrity with respect to ratings and reviews posted through the Services, USER agrees:
i)to base any rating or review she/he posts only on her/his
ii)USER will not provide a rating or review for any business, product, or service with respect to which she/he has a competitive, ownership or other economic interest, employment relationship or other affiliation;
iii)USER will not submit a rating or review in exchange for payment or other benefits from any individual or entity;
iv)USER’s review shall comply with this Agreement terms. When the COMPANY determines, in its sole discretion, that a rating /review could diminish integrity, it may exclude it without notice.
6.5Feedback. USER agrees that submission of any ideas, suggestions, documents, and/or proposals to the Service ("Feedback") is at the USER own risk and that the COMPANY has no obligations with respect to such Feedback. USER represents and warrants that she/he has all
rights necessary to submit the Feedback. USER hereby grants the COMPANY the right to use any Feedback in any way at any time without any additional approval or compensation.
6.6Other Conduct Restrictions. USER agrees not to use the Services for any purpose prohibited by this Agreement or by applicable law. USER shall not, and not permit any
i)infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity;
ii)is unlawful, threatening, abusive, harassing, defamatory, libellous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, offensive, or profane;
iii)creates unauthorized or unsolicited publicity, junk or bulk
iv)involves commercial activities and/or sales without the COMPANY prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes;
v)impersonates any person or entity, including any employee orthe COMPANY representative.
C. INTELLECTUAL PROPERTY
Except with respect to USER Content, the COMPANY and its suppliers own all rights, title and interest in the Service. The Service and its original content, features, and functionality are owned by the COMPANY and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Subject to this Agreement, the COMPANY grants the USER a limited license to use the Services solely for personal
a.Texts and graphic elements contained and distributed on the Service, as well as their presentation and organization, are the sole property of the COMPANY, which maintains their usage rights through
b.The COMPANY does not license nor authorize any use of its industrial and intellectual property rights or any other property or right related to its Services, except by express agreement with third parties.
c.USERS may reproduce the Service content solely for the purpose of storage, backup copies or printed copies.
Any whole or partial reproduction or presentation of the Service content - or of any of its elements - for commercial purposes is prohibited without the express written consent of the COMPANY. Failure to abide by the above shall give the COMPANY the right to take the pertinent legal action.
d.All trade names, stylized names, related graphics, service marks and trade names, trademarks or distinctive signs, logos, symbols, mixed marks, figures or names that appear on the Service are the property of the COMPANY and may not be used without the permission in connection with any
e.Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners. USER will not remove, alter or obscure any copyright notice, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services.
f.USER agrees that the COMPANY, with respect to published content, has worldwide and
g.In case of a third party considers a violation of its intellectual property rights, the third party should email email@example.com indicating the following:
a.The personal information of the holder of the rights allegedly infringed. If the claim is submitted by someone other than the person concerned, it shall indicate on whose behalf they are acting.
b.Description of the protected content and its location on the Service.
c.Timely accreditation of these Intellectual property rights.
d.An expressed statement in which the holder states responsibility for the veracity of information.
D. FEES AND PURCHASE TERMS.
Services for USERs are mostly free of charge except for specific utilities. To settle purchased third party Products and Services and due utilities, and related taxes, requires availing online payment services.
1.Payment. USER agrees to pay all the fees or charges in agreement with the fees, charges and billing terms in effect at the time a fee or charge
is due and payable. USER also agrees to pay all the applicable taxes. USER must provide the Service Operator with all valid payment information in connection with the orders. By providing payment information, USER agrees that:
i. the Service Operator is authorized to immediately invoice her/his Account for all fees and charges due and payable to him hereunder,
ii.the Service operator is authorized to share any payment information and instructions required to complete the payment transactions with its
iii.there is no additional notice or consent is required for the foregoing authorizations.
USER agrees to immediately notify the Service operator of any change in her/his payment information. The Service operator reserves the right at any time to change its prices and billing methods. If payment cannot be charged to the USER payment card or her/his payment is returned for any reason, the Service operator reserves the right to either suspend or terminate the USER’s access to the
E.GUARANTEE AND LIABILITY EXCLUSIONS/ LIMITATION.
1.The Service is offered for informational purposes only; the operating COMPANY of this Service shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted or made available via the Service, and shall not be responsible or liable for any error or omissions in that information.
2.Although the COMPANY should do everything materially possible to ensure that the Service is accessible 24 hours a day, 7 days a week; USER expressly acknowledges that it is impossible to guarantee said universal access. The COMPANY shall be exempt from any liability, in the broadest terms allowed by applicable law, for damages of any kind that may arise due to lack of availability or continuity in the functioning of the Service, as well as for any errors in accessing the different PAGES on the Service.
3.The COMPANY reserves the right to interrupt the Service for maintenance or upgrade reasons. To the extent of the COMPANY'S abilities, the USER will be notified of these incidents in advance.
4.The COMPANY reserves the right to block access to the PAGE without warning in the event that these T&C are not respected. In that case, the COMPANY will notify USERS by email and request the related
explanations from the USER regarding the use of the Service, suspending all transfers. If a valid justification has not been received within 10 working days of the notification, the PAGE will be closed in accordance with the previous article.
5.The COMPANY reserves the right, at any moment and without warning, to delete and edit from a PAGE any content deemed to be offensive or when there is reasonable doubt as to whether it breaks the law, informing USERS of said action.
6.The COMPANY shall not be liable in any case for the content generated by USERS on the PAGE, nor in the listings within the supplier´s directory. The COMPANY is not required to monitor the content to be included in the aforementioned pages.
7.Except for the cases described expressly in the T&C, the COMPANY shall not be liable for damages of any kind that may arise due to a lack of accuracy, completeness, timeliness, nor for those due to errors or omissions related to the information and services contained on the Service or on the PAGES.
8.The COMPANY shall not be liable in any case, nor obliged in any way to the partners, family members of USERS or GUESTS not covered by this Contract.
9.The COMPANY allows registered users to input images, videos and comments and assessments of the published services. The content published is prepared either by users or by using COMPANY´s own or external sources. The COMPANY does not guarantee in any way the accuracy of the features regarding the contents and services published and is expressly exempt from any liability for damages of any kind that may result from the lack or errors in the description and characteristics of the content published. The COMPANY periodically reviews the contents of the Service, but cannot verify all of this information, so it cannot take responsibility for the contents.
10.To the fullest extent permitted by applicable Law, the COMPANY shall not be liable for any loss of Profits or Revenue or for indirect, incidental, punitive, exemplary, special or consequential damages, or damages or costs due to loss of Data, production, or use, business interruption or procurement of substitute goods or services, whether or not the COMPANY has been advised of the possibility of such damages.
11.Cap on liability. Under no circumstances will the total aggregate amount that the COMPANY is liable to USER exceed the total amount actually paid to the COMPANY by the USER during the
12.USER Content and Setting. The COMPANY assumes no responsibility for the timeliness, deletion,
1.If any clause included in these T&C were to be declared null or void, in full or in part, said nullification or voiding would affect only that provision, or the part of the same declared null or void, and the rest of the T&C would remain in effect and said provision, or the affected part of the same, will be considered to have been excluded.
2.All demands, requests and other communications required from the parties in relation to these T&C shall be made in writing and they shall be understood to have been duly made when delivered in hand, either by post to the address of the other party or by email to the same, or to any other postal or email address indicated by each party for these purposes.
3.Electronic Communications. The communications between the USER and the COMPANY will use electronic means, whether the USER visits the Services or send
4.Assignment. This Agreement, and USER’s rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by USER without the COMPANY prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
5.Force Majeure. The COMPANY shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control,
including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labour or materials.
6.Questions, Complaints, Claims. For any questions, complaints or claims with respect to the Service, the USER may contact the Customer Service Department of the COMPANY using the contact information available on the Services
7.Notice. Where the COMPANY requires providing an
8.IF USER RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH the COMPANY PRODUCTS OR SERVICES, USER DO SO AT USER OWN RISK. USER ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM USER USE OF SUCH DATA OR INFORMATION.
OUR PRODUCTS AND SERVICES ARE PROVIDED WITH THE UNDERSTANDING THAT USERS AND THE COMPANY ARE NOT ENGAGED IN RENDERING LEGAL, MEDICAL, COUNSELING OR OTHER PROFESSIONAL SERVICES OR ADVICE. The COMPANY PRODUCTS AND SERVICES ARE NO SUBSTITUTE FOR PROFESSIONAL SERVICES OR ADVICE.
G.APPLICABLE LAW AND JURISDICTION
1.This Terms & Conditions (T&C) Agreement and any action related thereto shall be governed by and interpreted in accordance with and under the laws of the COMPANY country of residency.
2.The COMPANY failure to exercise or enforce any right or provision of this T&C agreement will not constitute a waiver of such right or provision.
3.In the case of difficulties in applying these T&C, the parties, USER and COMPANY, agree to seek a resolution on friendly terms before taking any legal action.
4.In case of failure to find a friendly resolution, USER agrees that any dispute with the COMPANY relating in any way to the Service, the
COMPANY advertising or marketing practices, any Products sold or distributed through the Services, or this Agreement, will be resolved by binding arbitration, rather than in court, except that (1) USER may assert claims in small claims court if USER claims qualify, so long as the matter remains in such court and advances only on an individual
When USER agrees to arbitration with the COMPANY, it implies that USER will not participate in or seek to recover monetary or other relief in any lawsuit filed against the COMPANY alleging class, collective, and / or representative claims on user behalf. Instead, by agreeing to the arbitration, USER may bring covered claims against the COMPANY only in an individual arbitration proceeding. If successful on such claims, USER could be awarded money or other relief by an arbitrator.
5.Any lawsuits that may arise related to these T&C, their interpretation and consequences, or the documents that they complement or modify, shall be submitted expressly and exclusively to the COMPANY location courts, regardless of the diversity of defendants, request for guarantees, references and experts' reports
6.Indemnification. USER agree to indemnify and hold the COMPANY, its corporate parents, subsidiaries, and affiliates, and the officers, directors, employees, agents, representatives, partners and licensors of each (collectively, "our Parties") harmless from any damages, losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of any claims concerning: (a) USER Content; (b) USER misuse of the Services; (c) USER violation of this Agreement; (d) USER violation of any rights of another party, including any Users; or (e) USER violation of any applicable laws, rules or regulations. The COMPANY reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by USER, in which event USER will fully cooperate with the COMPANY in asserting any available defences. This provision does not require USER to indemnify any of the COMPANY Parties for any unconscionable commercial practice by such party or for such party's negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact. USER agree that the provisions in this
section will survive any termination of USER Account, this Agreement or USER access to the Services.
7.Disclaimer of Warranties and Conditions. USER EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, USER USE OF THE SERVICES AND ANY PRODUCTS OFFERED THROUGH THE SERVICES IS AT USER SOLE RISK, AND THE SERVICES AND ANY PRODUCTS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITH ALL FAULTS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND