Términos y Condiciones General

The Parties agree that the following general terms and conditions will be applicable to all Order Forms entered by Yalo and the Client.

FIRST. Regarding the right to use the Licenses acquired by the Client related to an Order Form.

1. A License is a cloud computer services’ subscription (the "Software"), provided by Yalo and for usage of the Client through a network. The personnel of Yalo will provide Installations, equipment, programs, and other needed resources so the Client could use the Software. The Client will provide equipment, programs and needed connectivity to gain access and use the Software, including any URL address, additional or associated certifications or others.

2. The License Parameter may consist in the user’s number, number of stores, or any other applicable use limitation and/or specified measure in the Order Forms. Unless it is expressly stated in the Order Form, the Client Shall not have any right to use the License surpassing the License Parameter.

3. The right to use the Licenses shall be in accordance with what is established in the Product technical specifications and Service Level Agreements Annex. Alongside, the Client bounds not to i) decompile, disassemble, perform reverse engineering, copy, translate or perform Derived Works; ii) transmit any illicit content or data or that may derive to an infraction in accordance with the laws of where the Client resides.

4. Yalo may provide the Software to the Client the following business day after the date of signature of the Order Form, whether it is through electronic media or physical delivery of the materials included in the Software. If the delivery is made electronically, this will be considered delivered from the moment since Yalo has granted access to the Client.

5. The Client acknowledges and agrees that the Order Forms will not have to be duly signed by a legal representative, the Parties agree that they could be entered by the person in charge of the project, which will have to be assigned by written, and shall have the same legal binding as if it were signed by a legal representative.

6. Unless it is expressly determined in the Order Form, the acquisition of Licenses, in other words the Software provided to the Client, will not cover the following services: (i) installation, configuration and/or Software settings; (ii) required services to deploy a new version (e.g., installation and configuration); (iii) exceptional events’ assistance to the Client, provide support outside of Yalo’s business hours (M-F 8 to 18 hours): (iv) user, manager, IT personnel or any other kind of training related to the License; (v) services provided by Yalo that are required to rectify any faults (whether they do or do not block the use of the License) in the way that those faults are attributable to the actions, errors, negligence or breaching of the Client; and (vi) any other similar services that are commonly provided in a separate consulting services agreement.

7. The amount detailed in the corresponding Order Form do not cover the overflow user limit stated in the hired bundle, therefore, in the event of an overflow of such limit, such excess will be invoiced at the end of every month and shall be paid within 15 business days after the issue of the corresponding invoice.

8. Yalo shall reserve the right to incorporate as its own any improvement made to the Software by the Client or third parties if it means to, in accordance with what is established in the current Mexican “Ley Federal del Derecho de Autor”.

9. The services hired in accordance with the Order Form are provided for the exclusive benefit of the Client or its’ Final Users and/or solely for the inside business operations of the Client and its’ Affiliates, and in no event and under no circumstances the Client is allowed to resell, distribute, integrate to another platforms, lease or license the Services to a third party.

10. In the event a beta version or previous launch or concept tests (pilot tests) is provided it must be defined in the Order Form and such versions will be provided in accordance with its’ availability, excluding previous guarantees stated in the Order Form and its’ Annexes, and Yalo may suspend and/or withdraw at any time, without any kind of responsibility.

11. Yalo shall implement and maintain appropriate technical and organizational measures to protect personal data processed by Yalo as part of the Software License as it is described in the corresponding Data Processing Annex related to the Order Form in accordance with the applicable data protection law. Likewise, Yalo shall have the right to immediately and without the need to previously issue a notification to suspend or limit the right to use, partially or totally, the License and its’ functionalities, and (when applicable) to disconnect, turn off, block the access and/or eliminate the YALO system, including its’ data, in emergency events.

SECOND. Regarding the Specialized Services.

1. The Parties recognize and agree that the Specialized Services may consist in diverse consulting, installation, customization, configuration, maintenance, or other services, which shall be provided by Yalo in benefit of the Client in accordance with the terms and conditions of this clause and de depositions of the Specialized Services Annex entered by the Parties.

2. The Client shall be holder of the patrimonial rights of the works that Yalo develops for the Client in accordance with the Specialized Services Annex (“Project Materials”). The works delivered to the Client that are not created in the scope of the Specialized Services Annex, must not be considered Project Materials and shall be considered as moral and patrimonial rights of Yalo (“Existing Materials”). The Licenses and/or the Software shall be considered as (“Existing Materials under License”). Yalo shall grant the Client an irrevocable (subject to the fulfillment of the payment terms stated in the Order Form), non-exclusive and international license to use, execute, reproduce, perform, visualize and prepare derived works of the Existing Materials that are not a part of the Existing Materials under License.

THIRD. Responsibilities of the Parties

1. Yalo’s.

1.1 Yalo will restrain itself, unless it has a previous written authorization from the Client and/or the Delivery Platforms, to always use under any circumstance, partially or totally, none of the brands, commercial advertisements property of the Client and/or the Delivery Platforms, except for the fulfillment of its’ obligations in accordance with the Order Form and its’ Annexes.

1.2 Nevertheless, even when this agreement is terminated or as long it is valid, the Client expressly authorize Yalo to totally or partially replicate the works and/or its’ functionalities, that are performed by Yalo regarding the Services, which are publicly available, whether in its’ website or by any other media, as well as diverse printed or audiovisual materials that Yalo produces with the purpose to display the work of Yalo, under the understanding that such authorization is granted by the Client in benefit of Yalo without any kind of reimbursement and indefinitely.

1.3 Yalo acknowledges that, regarding the Services, it will generate diverse information and data (“Data”), consisting in all the information that the Client or its’ Authorized Users provide or authorize the access to, regarding the Services. Providing Data to Yalo, under the assumption that the Specialized Services or in use of the acquired Licenses, will not affect the property rights of the Material Projects, the Existing Materials, or the Existing Materials under License. Yalo, its’ affiliates and/or third parties shall have access to the Data solely to provide the Services subject to the corresponding Order Form.

1.4 The Data will not be utilized by Yalo for different purposes regarding the Services in benefit of the Client, under the understanding that Yalo does not assume nor will assume any obligation nor responsibility regarding the Data or the Client’s use of such Data, whom as owner of such Data is and will always be responsible for the use and content of it, securing the Client that at all times the Data will not be used, for illegal purposes or against what is established in the applicable law, Delivery Platforms’ policies, or that in any way breaches the rights of any third party.

1.5 Yalo guarantees the availability and functioning of the Services in accordance with the SLA included in the corresponding Product technical specifications and Service Level Agreements Annex during the validity of the applicable Order Form.

2. Client’s.

2.1 Client agrees to execute any documents and submit any information and documentation reasonably required by the Messaging Platforms, whether directly or through Yalo.

2.2 The Client has obtained the corresponding authorization for the Client and/or Yalo as a mandatary that uses, performs, administrates and/or in general integrates with available web services, through third parties and/or Delivery Platforms, which are accessible through the YALO Console system and are subject to the terms and conditions of such third parties.

2.3 The Parties agree that, regarding the nature of the Services, is possible that the Client may perform at its’ own expense some adjustments to its’ systems or current technological infrastructures, so Yalo is able to correctly implement and/or operate the YALO Console system.

2.4 The Client commits to always comply with the security of Yalo’s information policies, as well as with all kinds of regulations, policies, legislations, or applicable procedures for such effects which are required for the protection of its’ data.

2.5 The Client will not perform any action that may result or constitute a direct or indirect breaching of the applicable laws, therefore it agrees to indemnify, compensate and maintain Yalo, its’ affiliates at peace and safe, against any damage associated with or related to or derived from any breaching or possible breaching of any Law.

FORTH. Confidentiality Obligations.

1. All information whether is provided by written, orally, graphically, or inside electromagnetic mediums property of each party, which has been marked as confidential, that the Parties have access to, regarding this Agreement shall be considered as confidential information.

4. If any of the Parties breaches the confidentiality obligation herein stated, it is bound to pay the affected party the sum of all direct damages caused by it.

FIFTH. Intellectual Property.

1. Every one of the Parties states and acknowledges that before entering this Annex and regarding their own activities, has certain intellectual property (Industrial Property and Copyrights) and industrial secrets.

2. The Parties acknowledge that, because of the Services, there shall be certain developments, creations, elaborations, upgrades, designs, prototypes, codes and other documents and/or materials created by Yalo that may be subject to Industrial Property rights (“Created Intellectual Property”).

SIXTH. Work Relationship.

1. The Parties agree that the Order Form and its’ Annexes are considered as a Service Provision, and each of the Parties shall comply with its’ obligations in accordance with the aforementioned documents.

SEVENTH. Validity and termination.

1. Both Parties agree that the validity of the Order Form shall be the one stated in such document.

3. Early Termination.

3.1. The Parties agree that the following events shall be considered as an early termination of the Order Forms without responsibility: If any of them commits a crime, fault, or any action that directly impedes Yalo to provide the Services.

EIGHT. Parties Responsibilities.

1. Under no circumstances Yalo, its’ shareholders, partners shall be responsible to the Client for any special, indirect, incidental, consequential, or punishable damage of any kind. The responsibility of Yalo, its’ shareholders, partners, and the sole remedy to the Client for damages regarding any lawsuit of any kind subject to the Order Form will not exceed the amounts duly paid to Yalo regarding the Licenses or Specialized Services.

NINTH. Data Services. About the types of "DATA" groups.

1. Personal Data. Any terms not defined in this clause shall have by default the definition set forth in the Federal Law for the Protection of Personal Data Held by Individuals.

2. Yalo Personal Data Bases. Yalo creates and manages databases of Personal Data. For purposes of the Data Protection Law, Yalo is the Controller of the Personal Data comprising the Yalo Personal Data Bases and the owner of any rights that may derive therefrom.

5. Service Data Bases created, populated and modified at Yalo’s own discretion, specially in regards to the administration of Opt-ins and Opt-Outs in accordance to the legislation.

TENTH. Miscellaneous.

1. The Parties acknowledges and agrees that the services that are provided without any expense or with discount superior are provided by Yalo on good faith.

3. The Parties agree that if by Force Majeure or Fortuitous Event, the impeded party must notify such circumstances by written within a limit period of 5 business days starting from when such cause impedes the impeded party to comply with its’ obligations.