General Terms and Conditions - TEAMBOARDING

Valid from 01/10/2024

These general terms and conditions for the execution of the “Teamboarding” product are composed of the following sections:

INDEX

  1. Definitions.
  2. Services.
  3. Billing, Payments and Taxes.
  4. Client Authorizations and Restrictions.
  5. Client Obligations.
  6. Service Levels.
  7. Confidentiality.
  8. Intellectual Property Rights.
  9. Termination and Suspension of Services.
  10.  Indemnity.
  11.  Limitation of Liability.
  12.  Miscellaneous Provisions.
  13.  Applicable Law and Competition.

These terms and conditions (hereinafter, the “Terms and Conditions"), establish the general conditions under which TQ DESARROLLADORES S.A.S. (hereinafter, the “Supplier", or, interchangeably, "Teamcubation"), offers different types of software as a service (hereinafter, the “Products") through the website: www.teamboarding.com (hereinafter, the “Website”).

Among the Products offered, the Supplier has “Teamboarding”, a SaaS designed to help employers improve the onboarding, training and development of their employees. Teamboarding is designed to cover the talent management cycle, from the beginning of the recruitment process to the continuous development and retraining of employees (hereinafter, the "Needs" or, individually, the "Need"). In accordance with the requirements of the Client who acquires the Credits, it adapts to the different needs of the business, providing resources that facilitate continuous evolution and professional success.

To acquire the Teamboarding product, the user of the Website must acquire credits for their business, which will allow them to access Teamboarding, and use the credits obtained according to their Need.

The Client may use Teamboarding by integrating the Product with various tools for daily use in their business, such as: Google, Jira, Linear, Github (hereinafter, “Third Party Suppliers”).  

ANY PERSON WHO DOES NOT ACCEPT THESE TERMS AND CONDITIONS, WHICH HAVE A MANDATORY AND BINDING NATURE, SHOULD REFRAIN FROM USING THE WEBSITE AND PURCHASING THE PRODUCTS OR SERVICES OFFERED.

  1. DEFINITIONS

Definitions. All terms used in capital letters in these Terms and Conditions will have the following meanings:

Customer” is the person who has acquired the Credits, or, if acting in a representative capacity, the Client will be the legal entity represented.

Access Credentials” means any user name, identification number, password, license or security key, security token, PIN or other security code, method, technology or device used, alone or in combination with others, to verify the identity of an individual and authorization to access and use the Services.

Documentation” means the information applicable to the Products offered by the Supplier through the Website, in particular that which may provide Teamboarding descriptions.

Bill” means any invoice sent by the Supplier to the Customer in relation to any Credits purchased.

Start Date” is the date on which access to the Products is granted.

Customer Information” means information entered by Customer, Authorized Users or Provider on behalf of Customer for the purposes of personalization, using or facilitating Customer's use of the Teamboarding service.

Supplier Materials” means the Products or services, Documentation and systems of the Supplier, as well as all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software or other technologies and inventions, including all deliverables, technical or functional descriptions, requirements, plans or reports, that are delivered or used by the Supplier or any Subcontractor in connection with the Services, or that otherwise form part of or relate to the Services or the Supplier Systems.

Term” means the period during which the Credits are valid for use by the Client, from the Start Date and until the date of loss of validity thereof, in accordance with the terms indicated on the Website at acquire them.

Free Term” means the period for which the Provider, autonomously and at its discretion, grants Credits free of charge to the Client for the period determined on the Website at the time of acquiring the Credits.

Privacy Policy” means the privacy policy available at the URL: www.teamboarding.com, which can be found on the Website, which explains how the Provider collects, uses, shares and protects Customer Information.

Price” means the investment to be made by the Client according to the amount of Credits sought to be obtained. This information will be available at the following URL: www.teamboarding.com

Products” means any Intellectual Property of the Provider to which the Client has subscribed or, if required, may subscribe, such as Teamboarding, as well as any other application, software, auxiliary information files, modules, libraries, tutorials or demonstration programs or other components and all new versions, updates, revisions, improvements and modifications of the foregoing, developed and/or published from time to time by TQ DESARROLLADORES S.A.S..

Section” means each of the different sections of these Terms and Conditions, as detailed in the table of contents.

Service” o “Services” means the service that allows the Client to access the Products offered on the Website, which can be customized according to the Needs established by the Client.

Remote Services” means those services necessary to host, manage, customize, operate and maintain the Products for remote electronic access and/or use by Customer and its Authorized Users.

Customization Services” means any service for the customization of the Product that is required to represent the values ​​of the Client's culture.

Systems” means the information technology infrastructure of a Party, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether directly operated by that Party or by through the use of third-party services.

Subcontractors” means any Subsidiary of the Provider or third party contracted by the Provider to provide or assist, partially or totally, in the provision of one or more services.

Subsidiary"the"Subsidiaries" means, in relation to any person, any other person who controls or is controlled by such person or is under the common control of a third party, with respect to such person, only so long as such control is maintained. For the purposes of this definition , “person” means any natural person, corporation, partnership or limited liability company; and “control” means ownership of at least fifty percent (50%) of the voting shares, corporate shares or interest. in the capital in the controlled person and the power to directly or indirectly direct the administration and policies of the controlled person.

Authorized Users” means all employees and intermediaries of the Customer who were duly authorized by the Customer to access the Products.

Third Party Suppliers” o “Third Party Provider” individually, means those entities external to Teamcubation that provide services to Authorized Users of the Client, and to which the Client or its Authorized Users wish to integrate Teamboarding to maximize the use of the tools.

Virus” means any software, hardware or other technology, device or medium, including any virus, worm, malware or other malicious computer code, the purpose or effect of which is (a) to permit unauthorized access or to destroy, disrupt, disable, distort or otherwise cause damage to or in any way hinder any (i) computer, software, firmware, hardware, system or network, or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality or use of any information processed by such means; or (b) prevent Customer or any Authorized User from accessing the Product or using the Remote Services, in accordance with the intent reflected in these Terms and Conditions.

  1. SERVICES

2.1. Services. Once the Credits have been acquired, the Client will designate the first Authorized User, who will become the administrator of their Teamboarding account (hereinafter, the “Account Administrator"). The Account Administrator will be responsible for registering the remaining Authorized Users and internally providing them with the Access Credentials necessary to use the Product and/or Services. The Client will be solely responsible for the management and distribution of said credentials among Authorized Users, as well as for any activity carried out under those credentials.

During the Term, the Provider will grant the Client and its Authorized Users access to the Products offered on the Website, any Personalization Services and/or Remote Services, in accordance with what is substantially determined in the Documentation.

2.2. Control of Services and Systems. Except as expressly provided in these Terms and Conditions, it is established between the Parties that:

(a) Provider has and will maintain full control over the operation, provision, maintenance and management of the Services, Products, Personalization Services and Remote Services, including: (i) Provider Systems; (ii) the locations at which any of the Services, Personalization Services or Remote Services are performed, including outside the borders of the country in which Customer or Customer's Systems are located; (iii) the selection, distribution, modification and replacement of the Teamboarding service; and (iv) the execution of support services and maintenance services, improvements, corrections and repairs; and

(b) Customer has and will retain full control over the operation, maintenance and management of Customer's systems, as well as all access to and use of them, and is solely responsible for all access to and use of the Products by any person through or through Customer's systems, or by any other means controlled by Customer or any Authorized User, including all: (i) information, instructions or materials provided by any of them to the Services or to the Supplier in relation to these Terms and Conditions; (ii) results obtained from any use of the Teamboarding service; and (iii) conclusions, decisions or actions based on such use.

2.3. Changes. Provider reserves the right, in its sole discretion, to make any changes to Provider's Products or Systems that it deems necessary or useful to: (a) maintain or increase (i) the quality or delivery of Provider's services to its customers. customers, (ii) the competitive strength of the Teamboarding service and Provider services or the market for such Products or services, or (iii) the profitability or performance of the Teamboarding service and/or Services; or (b) comply with applicable law.

2.4. Use of Provider Services and Materials. During the Term, Provider grants Customer a limited, non-exclusive, non-transferable right to access Provider's Services and Materials, as well as any Documentation. Except for the above, no rights will be transferred to the Client.

Access to Products and Services. Customer acknowledges that use of the Services and access to the Products requires Customer and any Authorized user to maintain, at their sole expense, the technical hardware and software requirements detailed on the Website (www.teamboarding.com).

2.5. Third Party Suppliers. The Provider does not assume any responsibility for the operation, availability, security or any aspect related to the services provided by the Third Party Providers, with which the Client or Authorized Users wish to integrate Teamboarding, nor for the accuracy or integrity of the information. obtained through them.

Each Third Party Provider has its own terms and conditions, which will be applicable to the use of their respective platforms. The Client will be responsible for complying with both these Terms and Conditions and those of the Third Party Providers with whom they decide to integrate Teamboarding.

Access to information provided by Third Party Providers will be managed exclusively by the Client and will be limited to the data that these platforms authorize to share through the integrations requested by Authorized Users. The Provider will not have additional access or manage information beyond what is allowed by said platforms.

  1. CUSTOMER AUTHORIZATIONS AND RESTRICTIONS

3.1. Authorization. Subject and conditional to Customer's and any Authorized User's compliance with these Terms and Conditions, Supplier hereby authorizes Customer to access and use, solely during the Term, the Products and documentation that Supplier provides or makes available. available to Customer solely for use permitted by or through Authorized Users in accordance with the Documentation and the conditions and limits set forth in these Terms and Conditions. This authorization is exclusive and is non-transferable.

3.2. Reservation of Rights. Nothing in these Terms and Conditions grants any ownership rights (including licenses) in or related to any Intellectual Property Rights in the Services, Software or Supplier Materials, whether expressly, inference, estoppel or otherwise. The Customer acknowledges and agrees that all ownership rights in the Supplier's Products and Materials are and shall remain the property of the Supplier.

3.3. Limits and Restrictions on Authorization. The Client may not access or use - nor allow any third party to access or use - the Provider's Services, Products or Materials, except as expressly permitted by these Terms and Conditions. For the purpose of providing greater clarity and without limiting the generality of the foregoing, the Client may not do the following, unless expressly permitted by these Terms and Conditions, the Documentation or the Website:

(a) copy, modify or create derivative works or improvements from the Services, Products or Provider Materials;

(b) rent, lease, loan, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services, Products or Provider Materials to anyone other than an Authorized User and other than as expressed in these Terms and Conditions, including on the internet or in relation to the internet, time-sharing service, service contract, software as a service, cloud or other technology or service;

(c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or obtain access to the source code of the Services, Products or Provider Materials, in whole or in part;

(d) violate, circumvent or violate any security or protection device implemented in the Services or Provider Materials, or access or use the Services, Products or Provider Materials by anyone other than Authorized Users through the use of their own Credentials Valid Access Codes;

(e) upload, upload, transmit or otherwise enter into or through the Provider Services, Products or Systems any information or material that is unlawful or harmful, or that contains, transmits or activates any Virus;

(f) damage, destroy, alter, disarm, impair, interfere with or otherwise prevent or impair in any way the Services, Products, Systems of the Provider or the provision of services by the Provider to the Customer or any third party, whether in part or in whole its entirety;

(g) remove, delete, alter or obscure any Mark, Provider Materials, Documentation, warranty or disclaimer, or any copyright, trademark, patent or other intellectual property or proprietary right notice, from any Service, Software or of the Supplier Materials, including any copies thereof;

(h) access or use the Services, Products or Provider Materials other than the Permitted Use;

(i) access or use the Services, Products, Provider Systems or Provider Materials for the purpose of conducting competitive analysis of the Provider Services, Systems or Materials, for the development, provision or use of a software service or product in competition with the Supplier, or for any other purpose that harms or causes a commercial disadvantage to it;

(k) access or use the Supplier Services, Products or Materials in the design, construction, maintenance, operation of any hazardous environment, systems or applications, any emergency response system or other safety-critical applications, or any other use or application in which the use or failure of the Services could cause serious injury or damage to body or property; either

(l) otherwise access or use the Services, Software, Provider Systems or Provider Materials beyond the scope of authorization granted pursuant to these Terms and Conditions.

  1. CUSTOMER OBLIGATIONS

4.1. Client Systems and Cooperation. The Client must always during the Term: (a) establish and maintain all Customer Systems through which or through which the Services are accessed or used; and (b) grant all cooperation and assistance reasonably requested by the Supplier to enable it to exercise its rights and perform its obligations under the Terms and Conditions.

4.2. Consequence of Client Non-Compliance or Delay. The Supplier will not be liable in any way to the Client for any delay or non-compliance in the execution of the Services or any of the obligations assumed, provided that the same was caused - partially or totally, directly or indirectly - by any delay or non-compliance of the Client, or as a consequence of this, of any of the fundamental obligations arising from the Terms and Conditions.

4.3. Corrective Action and Notice. If Customer becomes aware of any potential threat to the Services, Customer shall cause its Authorized Users to immediately: (a) take all reasonable and lawful measures within their respective spheres of control that are necessary to stop the activity or possible activity and mitigate its effects (including, where applicable, by discontinuing and preventing all unauthorized access to the Provider Services and Materials, as well as permanently deleting from their systems and destroying any information that any of them has obtained through unauthorized access ); and (b) notify the Provider of said threat, whether it was actually made or a potential threat.

4.4. Customer Control and Responsibility. Customer is and will remain solely responsible for: (a) all Customer Information, including its content and use; (b) all information, instructions and materials provided by or on behalf of Customer or any Authorized User, within the framework of or in connection with the Services; (c) Customer Systems; (d) the security and use of Customer's Access Credentials and its Authorized Users; and (e) all access to and use of Supplier Services, Products and Materials directly or indirectly by or through Customer Systems or Authorized User Access Credentials, with or without the knowledge or Customer's consent, including all results obtained from decisions and actions based on such access or use, as well as all conclusions derived therefrom.

4.5. Access and Security. Customer will employ all physical, administrative and technical controls, verification and security procedures, and other safeguards necessary to: (a) securely manage the distribution and use of all Access Credentials and protect against any access or use unauthorized use of the Services; and (b) control the content and use of Customer Information, including the uploading or other disposition of Customer Information to process the Services.

  1. BILLING, PAYMENTS AND TAXES

5.1. Billing. The Provider will invoice the Client for the amounts corresponding to the Credits actually acquired through the Website. Payment can be made through bank transfer to the accounts provided by the supplier or by credit card via the means provided by the supplier.

5.2. To the extent permitted by applicable law, payments are non-refundable and Provider does not grant refunds or Credits of any kind for the Customer's decision to stop using the Services or Products.

5.3. Taxes. If there are taxes at the time of payment, each Party must pay its applicable federal, state and local taxes assumed in the acquisition of the Credits. The Client acknowledges that VAT is not included in the Price. Customer agrees to indemnify Supplier against any claim relating to Customer's failure to pay any applicable taxes.

  1. SERVICE LEVELS

6.1. Service Levels. During the Term and subject to these Terms and Conditions and any applicable Documentation, Provider will use commercially reasonable efforts to make the Remote Services available for the Customer and Authorized Users access at least ninety-nine percent (99.5%) of the time, as measured during the course of each calendar month (hereinafter, the “Service Period"), excluding lack of availability resulting from any of the Exceptions described in these Terms and Conditions and/or any Documentation.

6.2. Exceptions to Service Levels. The following constitute “Exceptions” to the assumed service levels, and the Remote Services will not be considered unavailable or the Provider's obligations violated when the impediment to access the Services or Products is a consequence, in whole or in part, of any: (a ) act or omission by Customer or any Authorized User in accessing or using the Remote Services, or using Customer's or an Authorized User's Access Credentials, that does not strictly comply with these Terms of Use and the Documentation ; (b) Customer default or delay; (c) the Internet connection of the Customer or its Authorized Users; (d) Act of Force Majeure; (e) failure, interruption, outage or other problem with any software, hardware, system, network, installation or other matter not provided by the Provider in accordance with these Terms and Conditions; (f) scheduled downtime; or (g) deactivation, suspension or termination of the Services.

6.3. Scheduled downtime. If necessary, Provider will use commercially reasonable efforts to: (a) schedule downtime for routine maintenance of the Remote Services between midnight and 06:00 a.m. (Eastern Time); and (b) give Customer at least 24 hours' notice of any scheduled interruption of Remote Services.

  1. CONFIDENTIALITY

7.1. “Confidential Information” means all information relating to the business or any property of the Disclosing Party, including (a) information relating to the technology, products and services of the Disclosing Party, including, but not limited to, information technique, patents, copyrights, trade secrets, proprietary information, know-how, ideas or concepts, software, inventions, techniques, technical specifications, designs, drawings, models, processes, developments, apparatus, equipment, algorithms, formulas, software programs, software source documents; and (b) information relating to the operations, business, financial plans and strategies of the Disclosing Party, including customer information, markets, financial statements, projections, price lists, marketing and other strategic business plans or information - directly or indirectly - disclosed by the disclosing Party to the receiving Party, whether orally or visually.

Confidential Information will not include: (i) information generally available to the public; (ii) information that the Parties already possess without any restriction; (iii) information received by the Parties from a third party without breach of an obligation of confidentiality; (iv) information independently developed by the Parties without reference to any Confidential Information; (v) information that constitutes the subject of any consent granted in writing by the Party authorizing disclosure; or (vi) information that is required to be disclosed in accordance with applicable law or legal procedure, provided that one Party gives notice to the other Party so that it can take the necessary measures to prevent or limit its disclosure.

7.2. Use of Information. No right, ownership or license in or to any Confidential Information shall be granted to the Parties or their Subsidiaries except as provided in these Terms and Conditions. Both Parties agree (a) to hold all Confidential Information in strict confidence and to use or disclose the Confidential Information only to the extent necessary for their performance under the Terms and Conditions; (b) disclose the Confidential Information only to its employees, Subsidiaries, intermediaries or Subcontractors who require such disclosure to perform in accordance with the Terms and Conditions; and (c) protect Confidential Information under your possession or control using at least the same means that you use to protect your own confidential and proprietary information, which in any case shall not be less than reasonable means. Each Party will be responsible for the failure of its officers, employees, Subsidiaries, intermediaries or Subcontractors. Each Party, upon the request of the other Party or compliance with its execution of the Terms and Conditions, whichever occurs later, will certify the destruction of the Confidential Information it possesses or return all such Confidential Information to the other Party, at its discretion. criterion.

7.3. Prior confidential information. To the extent the parties have exchanged Confidential Information prior to signing the Terms and Conditions, the confidentiality obligations in these Terms and Conditions will govern such Confidential Information.

  1. INTELLECTUAL PROPERTY RIGHTS

8.1. “Intellectual Property Rights” means all registered and unregistered rights granted, used or otherwise existing or to exist under or in connection with any patent, copyright, trademark, trade secret, database protection or other proprietary rights laws intellectual property, as well as all similar or equivalent rights, or forms of protection, from anywhere in the world.

8.2. Supplier's Intellectual Property. The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Products, Services, Supplier Materials and Documentation. Except as expressly determined in these Terms and Conditions, it does not grant the Client any rights over patents, copyrights, database rights, trade secrets, trade names, trademarks (registered or unregistered), nor does it grant any right in them, nor any other right or license with respect to the Provider Materials or Documentation.

The Supplier confirms that it has all rights in relation to the Supplier Materials and Documentation that are necessary to grant all the rights that it intends to grant under the terms of the Terms and Conditions and in accordance with them.

8.3. Customer Information. With respect to the relationship between Customer and Provider, Customer is and shall remain the sole and exclusive owner of all proprietary rights in all Customer Information, including Intellectual Property Rights relating thereto, subject to to the rights and permissions granted in these Terms and Conditions.

Customer hereby irrevocably grants all rights and permissions in or relating to Customer Information: (a) to Provider, its Subcontractors and Provider's personnel as necessary to perform the Services; and (b) to the Supplier to the extent necessary to execute the Terms and Conditions and exercise its rights and perform the obligations assumed under the Terms and Conditions.

8.4. Brands. “Brands” will be understood as any registered trademark or trade name owned or used by the Supplier, whether registered or not, including the TQ DESARROLLADORES S.A.S. registered trademark, the Teamboarding names and any other registered trademark, service mark, trade name, company name. , corporate identity, logos, designs, fictitious trade names and any other source or commercial identifier, existing or adopted in the future or acquired by the Supplier. Except as granted in these Terms and Conditions or under any other agreement between the Parties, Customer acknowledges and agrees that Customer has no right or interest in any Mark. The Client accepts that the Supplier uses its brand for the purposes of advertising or marketing actions.

  1. TERMINATION AND SUSPENSION OF SERVICES

9.1. Termination. Once the Credits are acquired by the Client, they will not be refundable under any circumstances, even if the Client decides to interrupt or not use the Services or Products offered by the Supplier. Purchased Credits will continue to be available for use within the applicable Term, but no refund or credit will be issued for unused amounts.

Consequences of Termination. Upon expiration or extinction of the Credits, except as expressly stipulated otherwise:

(a) all rights, licenses, consents and authorizations granted by either party to the other in these Terms and Conditions will immediately terminate;

(b) Provider will immediately stop using all Customer Information;

(c) Customer will immediately stop using all Services, Products, Provider Materials and Provider Systems;

(d) Provider may disable all access by Customer and its Authorized Users to the Remote Services and Provider Materials.

9.2. Suspension or termination of Services. The Provider may, directly or indirectly, by any legal means, suspend, terminate or otherwise deny access or use to the Client and/or any Authorized User of all or part of the Teamboarding service, without assuming any obligation or responsibility. , if: (a) Provider receives a claim or law enforcement order, subpoena or request from a judicial or administrative body, which expressly or from which it may reasonably be inferred that Provider must do so; or (b) Provider believes, in good faith and in its sole reasonable discretion, that: (i) Customer or any Authorized User has breached any material term of these Terms and Conditions or accessed or used the Services outside the scope of the rights granted or for any purpose not authorized under the Terms and Conditions or these Terms and Conditions, or in such a way that you failed to comply with any instructions or requirements of the Documentation; (ii) Customer or any Authorized User was involved in any fraudulent, deceptive or illegal activity, or becomes part of the sanctions list administered by the Office of Foreign Assets Control. In the event that at any time the Client provides sufficient evidence to demonstrate that the Supplier's understanding in suspending the Services under point “b)” was not accurate, the provision of the Services will be restored within 7 (seven) days. business days from receipt of said notice by the Supplier.

  1.  COMPENSATION

10.1. Client's indemnification obligations. The Customer will defend, indemnify and hold the Provider harmless from and against any claims, actions, proceedings, losses, damages, expenses and costs (including, but not limited to, legal costs and reasonable legal fees) arising out of or in connection with the use that the Provider Client makes the Services, Products and/or Documentation in violation of the Terms and Conditions. Provider will reasonably cooperate with Customer in the defense and settlement of such claim, at Customer's expense.

10.2. Supplier's indemnification obligations. Supplier will defend Customer, its officers, directors and employees against any claim that the Products or Documentation infringes any patent, copyright, trademark, database right or confidentiality right, and shall indemnify Customer for any amount payable by Customer determined by judgment or settlement of such claims, provided that: (a) Provider is promptly notified of such claim; (b) Customer reasonably cooperates with Provider in the defense and settlement of such claim, at Provider's expense; and (c) the Provider has the exclusive authority to defend or settle the claim.

The Supplier, its employees, intermediaries and subcontractors will not be liable in any case to the Client to the extent that the alleged violation is based on the following: (a) the modification of the Supplier Materials or the Documentation by a person other than the Supplier; (b) Customer's use of Supplier Materials or Documentation in a manner inconsistent with instructions given to Customer by Supplier; or (c) Customer's use of Provider Materials, Services or Documentation following notice of an alleged or actual infringement by Provider or any competent authority.

10.3. Compensation Procedure. Each party shall immediately notify the other party in writing of any action that such Party believes entitles it to indemnification.

The party seeking compensation from the other Party (hereinafter, the “Indemnified Party") shall cooperate with the Party that must indemnify the other Party (hereinafter, the "Indemnifying Party") at the exclusive expense and expense of the latter. The Indemnifying Party shall take immediate control of the defense and investigation of such action and shall employ legal counsel of its choice to handle and defend the action, at the sole cost and expense of the Indemnifying Party. The Indemnified Party's failure to perform any of its obligations under this Section shall not relieve the Indemnifying Party of its obligations under the Terms and Conditions, except to the extent that the Indemnifying Party can demonstrate that it has been materially harmed as a result of such failure. of execution. The Indemnified Party may participate in and observe the proceedings at its sole expense with legal counsel of its choice.

10.4. Mitigation. In the event that any of the Services or Provider Materials are claimed to infringe, misappropriate or otherwise violate - or are likely to violate - any Intellectual Property Rights of third parties, or if the use by the Client or any Authorized User of the Provider's Services or Materials is prohibited or is at risk of being prohibited, the Provider may choose, at its sole expense, to:

(a) obtain the right for Customer to continue using the Provider Services and Materials as contemplated by the Terms and Conditions;

(b) modify or replace the Services and Provider Materials, in whole or in part, to make the Services and Provider Materials (as modified or replaced) non-infringing, while providing substantially equivalent functions and functionality, in which case modifications or replacements will constitute Supplier Services and Materials, as applicable, under the Terms and Conditions; either

(c) upon notice to Customer, terminate the Terms and Conditions in relation to all or part of the Provider Services and Materials, and require Customer to immediately stop using the Provider Services and Materials or any specified part or feature.

10.5. Disclaimer. This section sets forth Customer's sole remedies and Provider's sole liability and obligation for any actual, possible or alleged claim that the Terms and Conditions or any of its subject matter (including Provider's services and materials) infringes, misappropriates or otherwise violates the intellectual property rights of any third party.

  1.  LIMIT OF LIABILITY

11.1. Limit of liability in monetary terms. Except for the indemnification obligations of both parties or the gross negligence or fraud of either Party, in no case will the total amount of liability of the Supplier under or in relation to the Terms and Conditions or their subject matter, under any theory legal or equitable, including breach of contract, tort (including gross negligence), strict liability or otherwise, will exceed the price paid for the Credits under the Terms and Conditions; The limit indicated above applies without prejudice to the failure of any agreed or other remedy relating to its essential purpose.

11.2. Force Majeure. The Supplier shall have no liability to the Customer under the Terms and Conditions if it is prevented from performing its obligations under the Terms and Conditions or carrying out its business due to an Event of Force Majeure, provided that the Customer is notified of such event. and its expected duration.

Made of Force Majeure” means any act, occurrence, omission or accident beyond the reasonable control of a Party, such as strikes, blockades or other industrial disputes (whether or not involving a party's workforce or any other party), the failure of a public service or transportation or telecommunications network, act of God, war, conflict, civil uprising, damage caused with malice, compliance with any law or order, rule, government regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or insolvency of the Supplier or subcontractors, among others.

  1. MISCELLANEOUS PROVISIONS

12.1. Assignment. Customer may not assign any of the rights granted hereunder unless Customer first obtains written consent from Provider.

12.2. Binding effect. These Terms and Conditions and all provisions thereof will be binding upon and inure to the benefit of the Parties and their respective heirs and permitted assigns.

12.3. Notifications. All notice, request, demand, consent, authorization, claim and other communications related to these Terms and Conditions must be made in writing and sent to the other party, at the address indicated in these Terms and Conditions.

12.4. Modifications to the Terms and Conditions. The Provider reserves the right to modify the Terms and Conditions at any time at its sole discretion. If you do so, you will notify such modifications via email with a notice of at least ten (10) business days (the “Acceptance Period") to the Account Administrator user designated by the Client. If during the Acceptance Period, the Client does not notify the Provider of its intention to terminate the Terms and Conditions, it will be understood that it accepts all applicable changes to the Terms of Use, and the Client will inform the Authorized Users of such changes.

12.5. A Notice given under the Terms and Conditions must: (a) be in writing; (b) send to the email address indicated in these Terms and Conditions.

12.6. Waiver of guarantees. Except as expressly provided in these Terms and Conditions, neither party represents, warrants or expresses any condition with respect to the services or any equipment or software provided hereunder and each party expressly waives all other representations, warranty and condition, express or implied, including all implied warranties of merchantability, fitness for a particular purpose and any representation, warranty or condition arising by statute, ex officio, trade practice or course of performance or usage of trade.

12.7. Partial nullity. In the event that any Section, Article, Subsection or other provision of the Terms and Conditions, or the application of such Section, Article, Subsection or provision, is deemed invalid, the remainder of the Terms and Conditions and the application of such Section, Article, Subsection or provision on persons or circumstances other than those with respect to which they were considered invalid, will not be affected or impeded in any way. In the event that any provision of the Terms and Conditions or these Terms and Conditions becomes or is declared illegal, unenforceable or void by a competent court or arbitral tribunal, the Terms and Conditions will continue in full force and effect without such provision. The Parties agree to negotiate in good faith a substitute clause, which is valid and enforceable and which more clearly reflects the intention of the Parties, and to be bound by the substitute provision stipulated by mutual agreement.

12.8. Interpretation. In these Terms and Conditions: (a) any phrase introduced by the terms “including” or any similar expression will be construed as illustrative and will not limit in any way the meaning of the words preceding those terms. In addition, the words “merely illustrative” will be considered to follow them; (b) a reference to “written” or “in writing” includes any non-transitory form of visible reproduction of words (including email); (c) the Section titles of the Terms and Conditions shall not affect their interpretation; and (d) a reference to any document includes reference to amendments to that document.

  1.  APPLICABLE LAW AND JURISDICTION

If you have a claim due to these Terms and Conditions, or the Documentation, the Client or the user of the Website must contact TQ DESARROLLADORES S.A.S. via the following email address info@teamboarding.com.

These Terms and Conditions, as well as the relationship with TQ DESARROLLADORES S.A.S., will be governed and interpreted in accordance with the legislation in force in the Argentine Republic. and, in the event of a dispute, the Parties agree to submit to the jurisdiction of the ordinary national Courts based in the Autonomous City of Buenos Aires, waiving any other forum or jurisdiction.