Terms and Conditions

Background

The terms and conditions detailed below are applicable to websites, services, platforms and related applications published or promoted by member companies of the VMETRIX group of companies, (hereinafter "VMETRIX"), and will apply as the case may be, to the company VMETRIX Inc, incorporated in the state of Delaware, United States, or VM Servicios y Tecnología Chile SpA. in the Republic of Chile, or VMETRIX S.R.L. de C.V. in Mexico.

These Terms and Conditions shall also apply in all cases where the relationship between VMETRIX and Users that access and use software or digital services (the "Services") provided by VMETRIX were not already governed by contractual provisions between the parties, or any other Terms and Conditions of specific application. Likewise, in all matters not contrary to them, the Terms and Conditions contained in this instrument shall be understood to be part of all acts and contracts that are executed or signed between Users and VMETRIX.

For all purposes of these Terms and Conditions, "User" refers the person who voluntarily registers and is formally identified in the forms, records and sections of the web pages or computer programs, distributed online, owned by VMETRIX (hereinafter "the Platform"). “Visitor" is defined as the person who, without formal identification, accesses anonymously and freely to the web pages included within the Services.

Visitors and Users declare that by simply entering the VMETRIX website and platforms, they fully and unconditionally accept each and every one of the provisions that constitute these Terms and Conditions and that are published and in force at the time the User makes such use. Access by the User and Visitors to the website is free, notwithstanding which, there may be sections restricted to registered Users who have contracted paid access modalities. In both cases, the access will be conditioned to the acceptance and fulfillment of these Terms and Conditions for the use of the Services, so it will be the User's responsibility to read them carefully each time it intends to request or use them, since they may have been modified and/or updated since their last access.

If for any reason the User or Visitor does not agree with the Terms and Conditions, it is requested to refrain from using the Services, since the sole fact of accessing and requesting its use implies that the User or Visitor immediately adheres to each and every one of these Terms and Conditions. In the event that the User or Visitor is accessing the Services on behalf of any other individual, natural or legal person, it declares with the sole acceptance of these Terms and Conditions that it has sufficient faculties to represent that other person, assuming the corresponding responsibility for it.

Intellectual and Industrial Property

The VMETRIX® brand, and unless expressly stated otherwise, other trademarks, advertisements, trade names, platforms, interface, applications and, in general, all material and information, including patents, trade secrets, among others, that are part of the Services content, for all legal purposes are exclusive property of VMETRIX, and therefore any use or exploitation of intellectual or industrial rights of VMETRIX, by a User or third parties, is strictly prohibited without the prior written consent of VMETRIX. As a result of the foregoing, it is strictly prohibited any modification, reproduction, mutilation, disclosure, alteration, and in general, any use for purposes other than those contemplated herein, without the prior written consent of VMETRIX, or its rightful owner.

Additionally, the Platform and Services design and content, as well as the computer programs that may be included therein, are duly protected by domestic laws and international treaties, and registered before the competent authorities and registries, so it is strictly prohibited, and without the following being an exhaustive list: modify, copy, distribute, transmit, publish, edit, sell, transform or in any way to exploit the design and content of the Services. To a greater extent, unless otherwise stated on an individual basis, shall be understood as part of the VMETRIX intellectual and industrial property all those procedures or development methods, inventions or discoveries, patents, models, designs and industrial drawings, industrial or trade secrets, domain names, works, computer programs, data, databases, knowledge, know-how, trademarks and distinctive signs and, in general, any tangible or intangible property and/or rights and interests related or published through this website, whether or not protected under intellectual and/or industrial property laws.

It is strictly forbidden to the User or Visitor to attempt to retrieve information, messages, audio and/or image files (including photographs, recordings, videos, drawings, etc.) or any other element of this platform using any means other than those expressly made available to the User for such purpose.

The User or Visitor is not allowed to perform or attempt to perform any kind of aggregation, deletion, transformation or any other form of content alteration to this website. Likewise, the User or Visitor shall under no circumstances delete or alter in any way any information that identifies the ownership of rights to any content of this website or computer programs distributed through it. In the event that any User or Visitor or a third party considers that there has been a breach of their legitimate rights by the introduction of a particular content in the software, it must notify such circumstance in writing to VMETRIX.

It is hereby expressly stipulated that the VMETRIX® rights on the Software, the logo(s) that identify it, its abbreviation (regardless of their colors, types of graphic representations, shape, sizes or other characteristics) and any other element that can be used to distinguish the products, silhouettes, images, services, trademarks, slogans or advertising taglines, videos or any other products belonging to VMETRIX or its related companies, that currently exist or may exist in the future, are protected. None of these elements may be used without the previous written authorization of VMETRIX, being therefore prohibited its reproduction, modification, distribution, transmission, re-publication, exhibition or execution, as well as any other use of the content of this platform on another website or other computer network, including advertising and announcements in connection with the conformation of this platform. Additionally, the User agrees, once registered and having accepted these Terms and Conditions, at all times make appropriate use of the content and services that are offered through the Platform, and not use them for purposes that are unlawful, illegal, or contrary to good faith and public order, as well as not to perform acts or content disclosures that may damage the image and reputation of VMETRIX or third parties.

It is expressly stated that any articles, publications, news and information published, displayed, transmitted or communicated through the Services or the Platform, and content provided by third parties, are the sole responsibility of the author (or the person who has provided them in accordance with applicable law), and therefore, VMETRIX do not assume any responsibility for them.

In the event of an infringement of the above limitations, the Visitor or User shall be liable under the provisions of the industrial property laws in force, and must, notwithstanding any criminal prosecution that may apply, indemnify VMETRIX for direct damages, lost profits and moral damages caused.

Acceptance of the Terms and Conditions, and information provided by the User or Visitor.

The acceptance of these Terms and Conditions and the registration by the User or Visitor, following for such purposes the instructions given by the Platform itself or by the website as appropriate, will be a prerequisite for the use of the Services. These Terms and Conditions shall be deemed known and accepted by the mere fact of navigation and interaction of the User or Visitor with the Services or the Platform. At the moment the User registers for the use of the Platform, an express manifestation of the User will also be included. The registration of each User will be verified by completing and subscribing the form provided for this purpose.

The information provided by the User will be used by the Services offered through the website or Platform, so it will be the User’s exclusive responsibility to ensure that such information is accurate, reliable and updated.

Password to register and access the Services.

Once registered on the Platform, the User will be provided with a username and a password or access code that will allow a personalized, confidential and secure access. The User assumes full responsibility for keeping the confidentiality of the password registered on the Platform. This password is for personal use and its disclosure to third parties, does not involve any responsibility from VMETRIX.

Users' obligations and liability.

The User guarantees that the data and information provided to VMETRIX through the Platform are accurate and shall be responsible for informing any modification or updates thereto. If the User delivers partial, false, fraudulent and/or inaccurate information, VMETRIX may refrain from providing the Services.

The use of the Services and the Platform by the User is made voluntarily and free, thus assuming full responsibility for any damages that may be caused by the User for the use of the Service in an inappropriate or unlawful manner. The User must make proper use of the services offered by VMETRIX, in accordance with the law, these Terms and Conditions, and in accordance with morality, decency and public order.

Notwithstanding other specific obligations stipulated between the User and VMETRIX, the following are User's obligations: (i) Read, understand and fully comply with the obligations, prohibitions and rights arising from this document; (ii) Timely pay the VMETRIX Platform services price, in case of exceeding 60 days of non-payment since the invoice was issued, the service may be interrupted; (iii) Provide reliable information when creating a VMETRIX User; (iv) Respect the confidentiality obligations; (v) Respect the technical autonomy of VMETRIX and the technical conditions of the provision of the Services, which may be modified at any time, upon previous written notice sent to the User; (vi) Use the information provided by VMETRIX under the terms set forth herein, in accordance with the relevant legal regulations and, in particular, with the laws on protection of personal data and its regulations in force. For these purposes, the User declares to know the regulations governing the processing of personal data, releasing VMETRIX from any liability that may arise from the illegitimate use of information.

By accessing and using VMETRIX Services, the User agrees to indemnify and exempt VMETRIX and its employees from: (a) all damages and detriments, direct or indirect, foreseen and unforeseen, moral or material attributable to the User; and (b) any claim, penalties, lawsuits or claims from third parties, including without limitation, the disbursements that the User must incur for legal and accounting advice. In the event that VMETRIX is required to make any payment for any of these circumstances, the User shall reimburse all sums and amounts paid for such reason.

In addition, the User and Visitor are forbidden, unless previously authorized in writing by VMetrix, to perform any of the following acts and contracts: (i) Sell, rent, lease, sub-lease, sub-license or in any other way transfer or distribute to third parties copies of the VMETRIX Software, its source code or other elements or components; (ii) Create new systems, applications, computer programs or similar based on the VMETRIX Software; (iii) Give access to the source codes of the VMETRIX Software; (iv) Engage in activities that interfere or interrupt the use of the VMETRIX Software or the servers and networks used for its operation; (v) Apply reverse technology; (vi) Promote, commercialize, sell and/or distribute the information provided by the VMETRIX Software, even if it is through its subsidiaries, agencies, offices or branches; nor, (vii) Transfer, assign or encumber the User's rights arising from this document;

Confidentiality

For as long as the Services are provided, both the User and VMETRIX, may exchange information that is confidential, privileged and property of each of them respectively, including, but not limited to, the following list: the identity of potential suppliers, expenses, pricing policy techniques and strategies, product line profit and profitability information, existing or upcoming products information, research and development programs, specifications for products, software design, know-how, trade secrets, and other intellectual property, plans and registrations belonging to the other party, customer and/or contributor names and information, financial and budget information and the other party's goals and objectives, methods, practices and techniques for promoting and marketing its products, employee-related matters and other confidential processes, materials or formulas declared by such party to be privileged, proprietary or confidential ("Confidential Information").

On the other hand, it shall not be considered as Confidential Information: (a) Information of public knowledge preceding the date of acceptance of the Terms and Conditions; (b) Information that becomes available to the public for reasons beyond the User and VMETRIX; (c) Information whose disclosure has been required by or must be disclosed to any public authority duly entitled by the law or as a result of a judicial or administrative proceeding; (d) Information whose publication or public disclosure has been previously approved in writing, respectively by the User or VMETRIX; or (e) Information that is obtained from a third party who is not obliged to keep it confidential.

Both the User and VMETRIX declare that the information exchanged is considered as a key and essential element of the assets of each party, and that the unauthorized use and disclosure of such information could seriously harm the owner of the information. Therefore, both parties agree, by themselves and their directors, partners, executives, employees, dependents, subcontractors and internal and external consultants, to treat the other's party confidential information as carefully and discreetly as this kind of information is managed.

In particular, without this list being exhaustive but merely enunciative, the Parties are obliged to:

  • Not to use the Confidential Information of the other party except for the proper purposes of the Services, being obliged to disclose it only to those employees that need to access it. All without prejudice that VMETRIX shall have the right to manage the User's Confidential Information related to the User's customer contacts and contributors, in order to produce information used in-house.
  • Keep the Confidential Information of its counterparty properly guarded and protected, taking all necessary measures to prevent a breach of confidentiality.
  • Not to disclose, reveal in any way, totally or partially, nor make known or enable access, nor cause a third party to disclose, make public or provide any aspect of the Confidential Information of the other party to another individual or entity that is not a party to the Services, unless it is reasonably necessary for the fulfillment of the obligations herein agreed, upon the express written authorization of the owner of such Confidential Information, or if required by law or by order of a court of law, provided that, prior to any such mandatory disclosure, the owner of the Confidential Information shall be advised of the circumstances relating to such mandatory disclosure and given an opportunity to protect against such disclosure.
  • Upon termination of the current contractual relationship, for any reason whatsoever, all Confidential Information received shall be returned to its owner or destroyed, including internal notes and memorandums containing such information, unless the owner consents to its storage.In case of doubt about the confidential nature of the information, the owner of the information must be required to make a statement to that effect.

In case of breach of the confidentiality obligation by one or more persons dependent on the User or VMETRIX, VMETRIX will assume, jointly and severally with them, the liability arising from such breaches.

The confidentiality obligations set forth in this clause shall subsist until the Confidential Information is considered public or is made public, and shall remain in force for up to five years after the date of termination of the Services, regardless of the cause.

Validity of the Services

VMETRIX and the User may terminate the Services offered by the former at any time, without cause and/or statement of any kind, and must give notice to the other by email sent no less than 30 days prior to the date of termination.

In addition, both parties to these Terms and Conditions may immediately terminate the Services in any of the following situations:

  • Non-compliance by the other party with respect to its material obligations contained in these Terms and Conditions;
  • Declaration of insolvency, bankruptcy or patrimonial restructuring of the other party, or due to the existence of a definitive and enforceable sentence in three or more executive procedures followed against it, within its respective legislation; and,
  • In the event that the other party enters into dissolution and/or liquidation proceedings, within its respective legislation. The termination of the Services for any of the aforementioned hypotheses does not exempt the User from the payment of the Services effectively provided, in the form and time established in this instrument.

Notifications

Any communication that may or should be addressed to the User or Visitor and VMETRIX in accordance with these Terms and Conditions, shall be made in writing via email sent to, in the case it is addressed to VMETRIX: contact@vmetrix.com, if it is addressed to the User to the email address registered at the time of contracting the Services. It shall be the responsibility of the User to keep the contact information updated at all times.

Duration of the Services

The term of the Services shall be one month from the date of unequivocal acceptance of these Terms and Conditions, period that will be renewed automatically and successively for one month periods each time, if none of the grounds for termination of the Services provided through the Platform and VMETRIX Computer Programs have occurred.

Service Payment Method

To commence the Services, the User must activate its account on the Platform to use the VMETRIX Software and pay the price of these within the period established in the commercial proposal, from the time of activation of the Platform account.

Future projects to be implemented by the User will pay for their implementation immediately, together with the monthly management fee corresponding to the first month of the service.

For the subsequent months, the Services will be billed monthly in advance, within the first five (5) business days of each month. Upon receipt of the invoice, the User will have eight (8) days to review, approve and/or object, what should be reported to VMETRIX by written communication sent to the email address specified in these Terms and Conditions. Upon expiration of this period, it shall be understood that the User accepts the contents of the invoice, being bound to the payment of the amount indicated therein.

Payment must be made within 10 days of the invoice's receipt, or when the observations made by the User have been corrected in accordance with the invoice.

Legal capacity to contract according to these Terms and Conditions

Services are available exclusively to those Users or Visitors with legal capacity to contract the Services described in these Terms and Conditions.

Limitation of liability

The User or Visitor understands, acknowledges and agrees that the risks for the use of the Services offered are their responsibility and not of VMETRIX. Further, the User or Visitor acknowledges that VMETRIX and its Software may eventually be unavailable due to technical difficulties, periods of preventive maintenance, connectivity failures or any other circumstances not attributable to VMETRIX. In such cases, efforts will be made to restore the system as quickly as possible, without being liable to VMETRIX any damages caused or related to the suspension of the Services.

In addition, through the acceptance of these Terms and Conditions, the User or Visitor releases VMETRIX from all liability in relation to the content of the Services, the Platform and VMETRIX Software, in particular, and without the following list being exhaustive:

  • VMETRIX is not responsible towards Users, Visitors or third parties for damages resulting directly or indirectly from the interruption, suspension or termination of the services offered, as well as those damages that can be deemed to arise from the interaction between VMETRIX Computer Programs and the computer, tablet, or cell phone through which the User connects, as well as for any damage that may be suffered by Users due to the presence of viruses, elements that may offend or be considered harmful by the User, or any other element that could be introduced by a third party not related to VMETRIX.
  • In addition, in case of liability of VMETRIX, in any event the damages to be paid may include, and VMETRIX can never be liable for any amount for consequential damages or damages or loss of profits, including those of third parties even if it has been advised of the possibility of such damages and/or damages in advance. Furthermore, no claim, demand, request for mediation or arbitration or cause of action may arise from an event or events that occurred in a period exceeding one year from the date of the demand or request for mediation or arbitration.
  • VMETRIX will neither be responsible in any way in cases of improper use of the technologies that are available to the User or Visitor, such as using the Platform or VMETRIX software and/or equipment in any way that could damage, disable, affect or overload the VMETRIX databases or servers; upload, post or otherwise transmit or distribute through the VMETRIX Software any item, including, without limitation, electronic viruses, Trojan horses, worms, spamming, automatic shutdown mechanisms or any other disruptive system, program or file; interfere with the security of VMETRIX electronic systems; infringe patents, trademarks, trade and industrial secrets, publicity rights or any other proprietary rights of any natural or legal person, collectivities, etc.; impede or interrupt the use of the system by any person authorized by VMETRIX; use automatic programs, mechanisms or manual processes to monitor, copy, summarize, or otherwise extract information from VMETRIX's own servers; use the accounts and passwords of other Users, or any other information without the prior written consent of VMETRIX; upload, distribute or disseminate, from the devices used to comply with these Terms and Conditions, material or information that may be threatening, harassing, defamatory, obscene, pornographic, fraudulent, misleading or that in any other way may be contrary to law, decency or violate the rights of others.
  • Moreover, VMETRIX is not responsible for any loss or damage that may suffer the files sent and/or stored by the User or Visitor for the provision of the Services, either by technical problems, its own actions or those of its dependents. At any time and at its sole discretion, VMETRIX may review the files that are sent to it for the provision of the Services and may refuse to process such files when these, in its opinion, violate the terms set forth herein and/or the law. In these cases it is also authorized to delete such files or send them to the competent authority, if appropriate.
  • VMETRIX assumes no liability for damages that the User, Visitor or third parties may suffer by: (i) the improper use of the elements that comprise the content of the Services; (ii) the violation or affectation of any industrial or intellectual property right, industrial confidential information, personality rights, or any other right of third parties, derived from the dissemination, exploitation or storage of any element of the Services; (iii) the commission of acts of competition or unfair advertising by any third party on our platform; (iv) the lack of accuracy, pertinence, detail or veracity of the content and result of the Services; (v) that the Services do not meet the User's expectations or the information is not useful for any specific purpose of the User; (vi) of any incompatibility of systems or failure to update computer applications; (vii) the functioning of any of the hypertexts or links contained in the website and/or Platform, as well as the quality, legality, reliability and usefulness of the products, services, data or any elements of the contents of the linked pages; and, (viii) in general, any damage or harm derived from any type of content of the platform.
  • Each User or Visitor shall be legally responsible for the followingconducts:
    • Incorrect use of the website or of the information it contains.
    • Use the site, its services or the information contained therein for illicit purposes or effects.
    • Causing uselessness, delay, deterioration or damage to the site, its services or the information it contains.
    • Total or partial reproduction, commercialization, distribution, publication or unauthorized modification of the information.
    • False statements provided to the User through the platform.
  • Additionally, VMETRIX declares that no information, suggestions or advice resulting from the Services replace the professional advice on personal, legal, tax, accounting, financial or any other matters, requiring that the User addresses these issues directly with the appropriate professional.
  • In any case, and regardless of the form of action, judicial or extrajudicial, where the liability of VMETRIX is established, whether contractual or non-contractual, for ordinary or gross negligence, disregard or breach of warranties, in any event shall be limited to, and may never exceed, cumulatively for all claims, actions or causes of action, of any kind or nature, the total of the amounts paid by the User to VMETRIX under this Agreement, excluding taxes and expenses, in the two-month period prior to the date of the event giving rise to VMETRIX liability.

Indemnification

The User or Visitor shall indemnify and exempt from liability to VMETRIX, its shareholders, employees and/or collaborators for any loss, claim, demand, litigation, damage, cost of any kind, including but not limited to, fees, litigation costs charged by lawyers as a result of misuse of the website or expenses arising from or related to the infringement of the provisions contained in these Terms and Conditions, as well as those arising from violations of the rules on privacy policies contained in the website.

Miscellaneous

  • The fact that VMETRIX and the User waive, omit or delay in requiring compliance of any obligation set forth herein, to any breach of the User or VMETRIX, shall not constitute a waiver to enforce their rights to any subsequent breach or other obligation of the party concerned. The rights contained in these Terms and Conditions do not exclude any other remedies to which the User or VMETRIX may be entitled.
  • The invalidity or ineffectiveness of any of the provisions hereof shall not affect the validity and enforceability of the remaining provisions hereof, which shall remain in full force and effect.
  • In the event that the User becomes aware that any of the provisions contained in this document is contrary to current legislation, it shall immediately be reported to VMETRIX.
  • VMETRIX and the User acknowledge that the legal relationship that binds them is strictly of a civil nature and, in this sense, is not intended to create, and nothing in this document should be interpreted as creating an employment relationship between them or with the staff that any of them destined to the performance of their duties, not being generated under any circumstances a subordinate or dependent relationship on the occasion of the provision of the Services by VMETRIX.

Modifications to the Terms and Conditions / Legal Notices

VMETRIX reserves the right, at its sole discretion, to unilaterally modify, alter, add or remove sections of these Terms and Conditions, as well as its legal notices at any time. We recommend that you review this document each time you visit the Website or use the Services through the Platform or use VMETRIX Computer Programs. This document was created and posted on the Website and Platform during the month of February 2022.

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Software as a Service is a technological solution -hosted in the cloud- that delivers a service in a subscription model. With this model, the provider is responsible for the administration of the technological infrastructure necessary to support the platform, providing automatic updates and managing hardware, software and information security at no additional cost to the client.