I. TERMS AND CONDITIONS
1. GENERAL TERMS
1.1. The user (hereafter “Client” or “User”) and Hibox (hereafter the “Developer”) agree to the following terms and conditions. These conditions are considered accepted whenever the User signs up for an account on Hibox (hereafter the “Application”) or visits any website owned by the Developer.
2. INTELLECTUAL PROPERTY RIGHTS
2.1. The Developer hereby declares to possess the rights, licenses and pertinent authorizations to the necessary tools for the development and implementation of the Platform. The intellectual property of all development will be exclusively the property of the developer.
2.3. All text, graphics, user interface, visual interface, photograph, brand, logo, sound, music, illustration, content and programming code, whether source or object included, among other aspects, design, structure, expression, “aspect and appearance” and the disposal of such content on the platform, is exclusive property of the Developer or licensed by the Developer, and is protected by copyright, patent, trademark, and international intellectual property treaties.
3.1. For the effects of these Terms and Conditions, the Parties understand by “Confidential Information” the non-public information that the Developer identifies as confidential or that in the event of being revealed, should be treated as confidential. Confidential Information includes, without limit to, information related to the Developer’s software or hardware products, irrespective of whether they have been released for sale, offered in the market or promoted in any way; the practices or commercial policies of the Developer; its technical and financial knowledge; source and object codes; plans for future products; commercialization plans; specifications; formulas; settings for teams and networks; business strategy; inventions; discoveries; improvements; industrial secrets; interfaces; graphic designs; GUI; client data; users and employees; general “know-how”; drawings and models; algorithms; pricing information; ideas and any other information belonging to or in possession of the Developer, whether supplied by the Client or any other manner. For the effects of these Terms and Conditions, all the information that is provided to the Client or that the Client becomes aware of during the use and implementation of the Platform for the Client, whether the information belongs to the Developer or a Third Party, will be considered Confidential Information, without any need to indicate it as such.
3.2. Notwithstanding the above, the following will not be considered Confidential Information: information that (i) is or becomes public and available in such a way that it does not constitute a violation by the Client of any obligation to the Developer; (ii) or that was known by the Client before the Developer made the Client aware of said information; (iii) or that the Client became aware of by a different source than the Developer and that would not represent a violation of any confidentiality obligation to the Developer or (iv) that has been developed independently by the Client.
3.3. The Client declares to know that the Confidential Information is private and its disclosure would cause irreparable damage to the Developer, its partners or clients. As such, the Client will not reveal any Confidential Information to third parties, under any circumstance, without previous written authorization from the Developer.
3.4. The Client is expressly obligated to take all the necessary measures to protect, under the strictest confidentiality, all the Confidential Information that they are supplied with, and must take measures that as at least as effective as the measures they take to protect their own Confidential Information. In particular, the Client must protect the Confidential Information from illicit acts by third parties, such as thievery or spying. If by a judicial order the Client is obligated to share all or part of the Confidential Information, the Client will be able to comply with this requirement having previously notified the Developer within twenty four (24) hours of receiving the judicial notification in the interest of the Client proceeding to take the actions that are necessary to protect their interests.
3.5. The obligations of confidentiality and the use of confidential information contained in these Terms and Conditions have an indefinite validity.
3.6. The Parties recognize that the Developer will suffer an irreparable damage as a consequence of the violation of the obligations contemplated here, and as such any breach by the Client of the assumed obligations in these Terms and Conditions will enable the Developer to take the necessary legal actions to reclaim the losses and damages that the Client inflicted or could inflict, including all Lawyer’s fees and costs incurred by the Developer.
3.7. The Developer will be able to use the implementation of the Platform by the Client for marketing uses, such as case studies, provided that it is for lawful purposes and that in no case the image and prestige of the Client is affected.
4. GENERAL CONDITIONS
4.1. If any part of these Terms and Conditions is illegal, null or inapplicable, said term will be considered separable from the Terms and Conditions and will not affect the validity and applicability of the rest of the terms.
4.2. The allowance of any breach of these Terms and Conditions will not imply an acceptance of future breaches with respect to these obligations.
4.3. The Parties will be able to modify the present Terms and Conditions at any time by mutual written agreement.
II. TERMS OF SERVICE – CLIENT
The services will be provided by Hibox.
1. ANNUAL AND MONTHLY SUBSCRIPTION
1.1 The Client agrees to make payments for the services in advance at the beginning of each period. In the event that the respective payment is not made, the provider has the right to block access to the exclusive content of the contracted plan within 30 days of the failed payment. Additionally, the client must pay the amount of the corresponding payment along with a penalty of 1% for every day it is overdue.
1.2 The Client is able to cancel the service at any moment, without any refund of subscriptions for months already paid from the developer.
2. GUARANTEES AND LEVELS OF SERVICE
2.1. The provider offers a guarantee of the functionality of the platform for use made in accordance with the terms and conditions of this proposal and its Annexes.
2.2. The Provider guarantees a monthly service availability rate of 97%.
2.3. The monthly service availability rate will not be affected, and the Provider will not be held responsible for performance or availability problems:
- As a result of factors beyond the reasonable control of the Provider (for example, a network or device error on the client’s end, between our servers and the Client’s, or failing of the internet provider of the Client or the Provider;
- As a result of the Client or a third party’s hardware, software, or services.
- As a result of the actions or omissions of the Client or a third party.
- During use of the preliminary versions (ex. preliminary technical versions, alfa versions, beta, as determined by the provider);
- Attributed to the actions or omissions of the client or their employees, agents, contractors, suppliers, representatives, or any other person who obtains access to the Platform through the passwords and equipment of the Client.
2.4. Complaints about the unavailability of the servers of the Platform. The client will provide the Provider with all of the reasonable details related to the claim, including, but not limited to, detailed descriptions of the incident, the duration, network tracking routes, and any attempts by the Client to resolve the incident. The client must present any claim with sufficient evidence to support it.
2.5. The Provider provides all of the reasonable information necessary for validating the claim and will use good judgment in determining if the level of service guaranteed applies to the claim. In the affirmative case, the platform’s downtime will be added to the current month’s bill.
2.6. The Provider will reimburse the Client a maximum of 25% of the monthly bill if the Platform’s imputable downtime according to the levels of service is less than 97%. The reimbursement will be made in the form of a discount to the monthly bill following the month affected by the claim.
2.7. The Provider will provide technical assistance, correction of bugs and training in order to resolve any problems that can come with launching the platform for the Client. It will also create the necessary manuals so that the Client can train its own dependents to use the Platform, provided that the manuals and tutorials available within the Platform itself prove to not be sufficient, at the discretion of the Client.
1. General Conditions.
1.2. The terms govern the relationship between Hibox (the Provider), the Client (“The Operator”), and any person who uses the platform (the “User”). The User, in conjunction with the Provider and Operator, are will be referred to as the “Parties”. 1.3. The user confirms and guarantees that he/she is at least thirteen (13) years of age, and if he/she is under 13, he/she cannot, under any circumstance, use the platform. The Provider and Operator may, at anytime, refuse to offer the services of the Platform to any person or entity and change the eligibility criteria at anytime.
2.1. User: is any person who enters the platform.
2.2. Registered User: a user enabled by the Administrator to use the Services.
2.3. Administrative User: User designated by the Operator to facilitate control and management of the Platform.
2.4. Users Information: any information uploaded to the Platform by the User.
2.6. Protected Content: refers to all of the content of the Platform, including all of the source code, databases, services and functionalities, algorithms, software, design, user interface, audio, video, text, sounds, photographs and graphics, among others.
2.7. Protected Brands: refers to the trademarks, trade marks, and logos within the Platform, owned or license to the Provider and the Operator, respectively, protected by intellectual property rights. All Provider and Operator graphics, logos, designs, page headers, button icons, and service names are registered trademarks, trade marks, or commercial images that are identified on the market.
3. Description of the Platform.
3.1. Services and Functionalities. The Platform provides the Users with a virtual collaboration space that allows them to exchange information, files, tasks, public and private messages, among others.
3.2. Registration and Use of the Platform. In order to use the Platform, the User must register their email address and provide their personal information.
3.3. Administration of the Platform. In order to use the Platform, the Operator must designate one or more User Administrators, with power to enable and suspend Registered Users, upload, modify, and eliminate information. The Administrator Users are to be considered agents representing the Operator.
3.4. Minimum technical requirements. In order to use the Platform, the User must have devices with internet commotion of 512kbps or better, a browser compatible with Internet Explorer 8 or better, Google Chrome 12 or better, Mozilla Firefox 8 or better, or Safari. The correct functioning of the device is the responsibility of the User.
3.5. Modifications to the Use of the Platform. The provider or the Operator reserve the right at any time to interrupt, restrict, modify, temporarily or permanently, the service functions, or information of all or part of the Platform. The User accepts that neither the operator or Provider can be held responsible for any modification, suspension, or interruption of the services of the Platform.
3.6. The Provider can provide updates, new versions, improvements and aggregations of the functions of the Platform or any other element thereof.
4. Limited License
4.2. The Platform and any of its parts may not be reproduced, duplicated, copied, sold, resold, license, rented, or exploited in any way, for any commercial purpose, without the prior, written, and express consent of the Provider.
4.4. The User may not directly or indirectly copy, decompile, reverse engineer, disassemble, attempt to exploit the code, modify or create tasks derived from the Platform or its parts.
4.7. « Protected Content » is provided for information and personal use only, and may not be used, copied, reproduced, aggregated, transmitted, disseminated, displayed, alienated, licensed, or exploited for any purpose without the prior written consent of the Respective owners.
5. User Responsibility
5.1. To use the Platform, the User must have been invited by an Administrator User and provide true, accurate, current and complete personal information.
5.2. The Provider and the Operator reserve the right, without prior notice:
- to determine the functions, services, appearance or other characteristics that will be available for the users use within the Platform, and
- to add, modify or remove any content, material and/or functionality that is available on the Platform at any time and for any reason;
- suspend or remove User accounts, including their content, that have been reported for misuse of the Platform;
- suspend and/or delete the accounts, including their content, of Users in which there has been improper use of the Platform, including falsification of identity or affiliation with any person or entity, including the use of the username and password of another person or other account information.
5.5. The User may not use the Platform to violate the rights of third parties, including copyrights, and is therefore only permitted to upload contents for which he/she owns the intellectual and/or industrial property rights and/or authorizations of the holders of said rights.
6. Operator Responsibilities
6.1. The Operator shall carry out the administration and internal management of the Platform for Users, including:\
- maintaining the confidentiality of the access credentials of the Administrators Users;
- report to the Provider and the authorities on any illegal activities carried out through using the Platform; C) comply with the applicable legislation on the protection of personal data and privacy;
- only authorize people linked to your organization as Users of the Platform;
6.2. THE PROVIDER LICENSES THE PLATFORM TO THE OPERATOR AND THE USER FOR THE EXCHANGE OF LICENSE INFORMATION. THE PROVIDER HAS NO INHERENCE OR CONTROL ON THE CONTENT AND SUCH INFORMATION PUBLISHED BY THE PROVIDER OR THE OPERATOR. THE PROVIDER DOES NOT PARTICIPATE IN THE INTERNAL RELATIONSHIP BETWEEN THE OPERATOR AND THE USERS.
7. Warranty and Liability
7.1. The Provider shall not be responsible for the content or information that may be accessed through the Platform.
7.2. The Provider recognizes the account Operator as the sole owner of the intellectual property of the information shared by the Users.
7.3. The Provider provides the Platform to the Operator for its own organization and the exchange of information by its Users. The Provider does not control or examine the content generated by Users, does not guarantee that such content is appropriate and /or that it does not violate legal provisions and /or that do not contain malicious code.
7.4. The Provider is not obligated to verify the identity of the Users, and is reason why it will not be responsible in any case of illegitimate interposition of identity.
7.5. The Provider will not be responsible for any circumstance that are outside its control or its possibility of knowing, such as the malfunctioning of the Platform due to congestion of the networks, the use of obsolete equipment by the Users, etc.
7.6. The Provider shall not be liable for any direct or indirect damages arising from the use of the Platform, or for any other claim related to any other way in which the User uses the Platform, nor for the performance thereof, nor for errors or omissions in any content, nor for loss or damage of any kind caused by the use of content sent, transmitted or otherwise accessible through the Platform.
7.7. The Provider will not be liable directly or indirectly for any loss or damage caused to the User in relation to any content, information, opinion, recommendation or advice expressed by a third party within the Platform.
9. Miscellaneous provisions.
9.4. This statement is subject to the United States and State of Delaware and for all intent and purposes the parties submit to the jurisdiction of the Courts of New Castle, State of Delaware, waiving any other jurisdiction.
9.6. Divisibility. If any provision of this Agreement is void, invalid, illegal or impossible to fulfill, this will not affect the validity, applicability and compliance with the rest of its provisions.