Platform

Last updated: 17.04.2024

1. Terms of Use

The platform and other services offered by Rokaware SAPI de CV (hereinafter referred to as "Netzo") collectively are termed as "Services". Netzo provides a cloud service (hereinafter referred to as "Platform" and/or "Software") for building and deploying enterprise web applications, as well as consulting services, including support, development, and other services related to the Platform. All these services are subject to the terms and conditions set forth in this agreement (hereinafter referred to as the "Agreement" and/or "Contract"). These terms delineate the rights and responsibilities of the Account holder (hereinafter referred to as the "Subscriber") and all users within their Account.

By accessing the Platform, the Subscriber and all Account Users acknowledge and agree to these terms, which exclusively govern the relationship between the parties and supersede any other conditions unless previously agreed to in writing by Netzo.

Netzo reserves the right to update these Terms of Use without prior notice, and they are always available at https://netzo.io. The Subscriber and all Account Users are responsible for periodically reviewing the latest version of these terms.

Netzo, located at Corinto 206, Jardines de San Agustín, San Pedro Garza García, Nuevo León, México, C.P. 66274, and RFC ROK220225I67, provides the Platform and Services under the terms of this Agreement.

This Agreement becomes effective when the Subscriber or any user checks the box "I have read and accept the terms and conditions" during registration or initial access to the services, or when the Subscriber signs an "Proposal" or any other document agreed upon by the parties.

2. General Provisions

2.1 Order of Prevalence

In the event of any inconsistency or conflict between the terms of this Agreement and the any terms of any "Proposal" or any other document signed or agreed upon between the Parties, the terms of the "Proposal" shall take precedence.

2.2 Governing Language

This Agreement is available in multiple languages. In the event of discrepancies between versions, the Spanish version shall govern interpretation and application.

3. Account Access

3.1 Access Grant

Upon the Agreement coming into effect, we will make the Platform available to you, granting you a non-exclusive, non-transferable, and non-sublicensable right to access and use it for legitimate purposes, in accordance with the terms and conditions set out in this Agreement during the Subscription Period.

3.2 Capacity Requirements

Any Account User that accesses and uses the Software MUST be at least sixteen years old. The Suscriber acknowledgs and warrants this. Furthermore, the Subscriber represents and warrants that it has the legal capacity to enter into contracts under the Applicable Law and that both the Subscriber and the Account Users do not reside in countries subject to mexican or US government embargoes.

3.3 Granting Account Access

The Subscriber can grant access to Account Users within the Platform by sending them an invitation to use the Services on its behalf. It is the Subscriber's responsibility to manage its Account Users and their respective access credentials to the Platform.

3.4 Security and Access Credentials

It is the Subscriber's responsibility to ensure that its Account Users do not share their passwords with third Parties. Any unauthorized access or use of an Account or password, as well as any suspicion of a security breach must be notified immediatly. Only the person to whom an Account has been granted in the Platform has the right to use the Services with that Account.

4. Subscriber's Responsibilities and Obligations

4.1 Compliance with Applicable Laws

The Subscriber and Account Users must comply with this Agreement and all Applicable Laws.

4.2 Connection Requirements

High-speed internet connection is required for optimal Service performance.

4.3 No Commercial Use

Unless expressly authorized, the Subscriber cannot offer commercial services to third Parties. The Services may not be sublicensed, sold, rented, transferred, or resold to third Parties.

4.4 Data Upload Restrictions

The Subscriber may not use the Platform to upload, publish, host, or transmit any data that violates Applicable Law, is obscene, defamatory, abusive, discriminatory, infringes on proprietary rights, or engages in other prohibited activities.

4.5 User Conduct and Usage

The Subscriber must ensure that users do not use the Services for competitive purposes, comply with terms and conditions, do not sublicense, and report any infringements or suspicious behavior. The Subscriber is responsible for managing personal data in third-party applications.

4.6 Fair Use and Third-Party Data

The Subscriber agrees to adhere to the "fair use" policy. The Subscriber is responsible for having the necessary rights and permissions for using third-party data with Netzo Services.

4.7 Data Rights and Usage

The Subscriber and all Account Users agree to grant Netzo a limited license to use, store and transmit the data necessary to provide the Service. The Subscriber and respective users retain all rights and interests in the data.

4.8 Hosting Regions

Each Account comes with a dedicated Database and cloud hosting services. Both the database as well as the individual applications may be hosted in the United States and other regions. The Subscriber acknowledges and agrees that the use of the Services may involve the transfer of personal data to the United States. It is imperative for the Subscriber to ensure that any such transfer of personal data to the United States complies with the applicable data protection laws and regulations, including but not limited to GDPR, and to obtain the necessary consents from data subjects or users of the Subscriber's applications built with Netzo's Platform.

Furthermore, Netzo may, in the future, expand its hosting regions to include locations within the European Union and other regions. The Subscriber shall remain responsible for ensuring compliance with data protection laws in the respective hosting regions as they become available, and for securing any required consents or authorizations.

By using Netzo's Services, the Subscriber confirms their understanding of and commitment to these hosting arrangements and their associated data protection obligations.

5. Subscription Period, Renewal, Cancellation, and Termination

5.1 Subscription Period

The Subscription Period begins on the Effective Date of this Agreement and lasts for the specified initial commitment term, which can be monthly or 12 months (annually) as indicated in the selected Account, "Proposal," or any mutually agreed document. The Subscription Period is automatically renewed for the same duration as the initial commitment term, unless the Subscriber cancels the subscription before the end of the ongoing period.

5.2 Cancellation

The Subscriber is solely responsible for the cancellation of their Account. Account cancellation can be initiated by the Subscriber at any time, either through the Platform settings or by sending written notice to Netzo. Upon Account cancellation, all content will be retained for a period of thirty (30) days before deletion.

5.3 Termination

The Agreement may be terminated under the following circumstances:

• (a) Termination of either Party's legal personality or its declaration of suspension of payments, insolvency, bankruptcy, or similar insolvency situations.
• (b) At Netzo's discretion, in the event of the Subscriber's breach of obligations or provision of false, inaccurate, or fraudulent information.
• (c) Termination of the Service by Netzo due to the expiration, revocation, or termination of its authorizations, or for any other reason resulting in the cessation of Netzo's activity.
• (d) Force majeure events.

5.5 Effect of Termination

In case of Agreement termination for any reason, the Subscriber is responsible for settling outstanding charges related to their Account. The Subscriber must pay all outstanding fees and charges within thirty (30) days from the date of termination of the Agreement. These provisions are governed by applicable laws and regulations and do not limit Netzo's legal rights to seek additional compensation for damages in case of Subscriber's breach of the Agreement.

6. Pricing, Billing, Payment, and Modifications

6.1 Pricing Structure

Our pricing consists of two components: a base price determined by the selected Account type, and additional fees for usage-based resources.

6.2 Billing and Payment

Charges are billed monthly and include the base price as well as any additional fees based on the previous month's usage.

6.3 Payment Methods

The Subscriber agrees that we or our Merchant of Record may request that you provide a Payment Method. We may accept major credit cards, certain debit cards, third-party payment processor Accounts (e.g., PayPal), and/or other payment methods that we decide to make available to you based on your region and Account. It is the Subscriber's responsibility to maintain accurate and current payment information. Failure to make timely payments may result in suspension of access to the Software, with potential penalties or interest charges as permitted by law.

6.4 Discounts

Any discounts applied to the any services including the Platform and/or Professional Services are non-transferable and non-accumulative for subsequent services. Granted discounts will apply exclusively to the corresponding service.

6.5 Free Trials

If the Subscriber opts for a free trial (see pricing page for details) of any of the Services, we will make the Software available to them until the first of the following conditions is met:

• (a) the end of the free trial period
• (b) the start date of any subscription to such Account plan that they purchase; or
• (c) termination of the trial by us at our sole discretion.

6.6 Taxes

No fees includes taxes or duties required by government authorities. The Subscriber is responsible for the payment of these taxes or obligations.

6.7 Price Changes

Netzo reserves the right to modify the prices of its any of its services including the Platform at any time. Unless otherwise stated, this modifications WILL NOT affect ongoing Subscription Periods. In such cases, the new prices will apply upon renewal. It is the Subscriber's responsibility to review the pricing page regularly and be aware of any price changes that may affect them or their Account after renewal.

7. Refunds

7.1 Automatic Renewal

The Subscription Period is automatically renewed for the same duration as the initial commitment term, unless the Subscriber cancels the subscription before the end of the ongoing period. We know that sometimes customers forget to cancel an account they no longer want until it has already be charged. That's why we offer a seven (7) day grace period after the renewal date to request a refund.

7.2 Refund Policy

Excluding the grace period mentioned in clause 7.1, all payments are strictly non-refundable, and no refunds or credits will be granted for partial Subscription Periods. This no-refund policy applies uniformly to all types of Account plans offered by Netzo and in all situations, including but not limited to early termination of the subscription by the Subscriber or the expiration of the current Subscription Period. The lack of utilization of the Services during the Subscription Period does not exempt the Subscriber from the responsibility to fulfill the agreed-upon payments.

8. Suspension of Services

8.1 Suspension for Specific Reasons

In certain specific circumstances, Netzo reserves the right to temporarily suspend the provision of Services and access to the Platform without prior notice in the following cases:

• (a) Breach of Applicable Laws: If the Subscriber or its Users flagrantly breach applicable laws, including but not limited to copyright laws, trademarks, export controls, or other Applicable Laws in their jurisdiction.
• (b) Resource Abuse or System Overload: In case of excessive use or abuse of Account resources resulting in system overload or negatively affecting other users or the Software's performance.
• (c) Security Violation: If any activity violating the Software's security or threatening the integrity of user data or Netzo is detected.

8.2 Suspension for Non-Payment

If a charge that has not been rejected by the Subscriber remains unpaid for more than seven (7) calendar days, we reserve the right to suspend the Account and access to the Platform until full payment of the outstanding amount and any applicable interest or penalties.

8.3 Suspension due to Service Modification or Suspension

Netzo reserves the right to modify or suspend the Service, temporarily or permanently, at any time and for any reason it deems fit, with or without prior notice. In such cases, Netzo will not be liable to the Subscriber or third Parties for such modification or suspension. In the event of a suspension, Netzo will not be liable for any damages, including but not limited to loss of data, loss of profits, or any other damages.

8.4 Reactivation after Suspension

In case of Service suspension, the Subscriber must comply with the conditions set by Netzo for reactivating the Services, which may include, among other things, payment of outstanding fees and/or rectification of the breaches that led to the suspension.

9. Termination of Services

9.1 Termination for Material Breach

Netzo reserves the right to terminate an Account or prevent the use of its Software in case of a material breach of any provisions of this Agreement by the Subscriber or its Account Users.

9.2 Termination at Netzo's Discretion

At Netzo's discretion, if the Subscriber or its Account Users engage in activities considered inappropriate, illegal, or in violation of this Agreement in any way.

9.3 Termination for Security Violation

If any activity violating the Softwares security or threatening the integrity of User data or Netzo is detected.

9.4 Termination upon Cancellation

Cancellation of the Account for any reason automatically results in the termination of the services and the Agreement.

9.5 Consequences of Agreement Termination

In case of termination of the contract for any of the reasons mentioned above, the following provisions shall apply:

• (a) Netzo shall not be obligated to pay any monetary compensation to the Subscriber.
• (b) If the Subscriber terminates the Agreement for a reason not attributable to Netzo, the Subscriber shall compensate Netzo for the expenses incurred and pay the remaining subscription fees corresponding to the agreed-upon period or term.
• (c) The Subscriber shall make payment of outstanding fees and charges within thirty (30) days from the date of termination of the Agreement. These provisions shall be governed by applicable laws and regulations and shall not limit Netzo's legal rights to seek additional compensation for damages in case of Subscriber's breach of the Agreement.

Service termination may occur with or without prior notice, depending on the severity of the violation or breach. In case of termination, the Subscriber must cease using the Services immediately, and Netzo shall not be liable to the Subscriber or third Parties for such termination.

10. Intellectual Property

10.1 Intellectual Property Rights

This Agreement does not grant any rights under patents, copyrights, trademarks, trade secrets, or other intellectual property rights of the Parties unless expressly specified. Moreover, it does not confer rights over information owned by the other Party, except for the limited right to review such information in connection with the proposed relationship between the Parties.

10.2 Cross-License of Trademarks

The Parties mutually grant each other a non-exclusive, royalty-free, and indefinite-term cross-license for the use of their respective primary trademarks for the sole purpose of communicating their business relationship to third Parties. Either Party may terminate this license with thirty (30) calendar days' prior notice.

10.3 Prohibition of Unauthorized Use

Unauthorized reproduction, distribution, public communication, modification, provision, and any form of public exploitation of "Netzo Technology" (as defined in the section: Definitions) and its contents are strictly prohibited without prior written consent from Netzo.

10.4 Intellectual and Industrial Property Rights

All contents within Netzo Technology, including designs, texts, graphics, logos, icons, software, and more, are subject to the intellectual and industrial property rights of Netzo or authorized third Parties.

10.5 Legal Protection and Regulations

The contents of Netzo Technology are safeguarded by intellectual and industrial property laws. Any violation of these laws may lead to civil and criminal penalties.

10.6 Prohibition of Commercial Exploitation

Commercial exploitation of any content within Netzo Technology by any users of the Software without prior written permission from Netzo is expressly prohibited.

10.7 Feedback and Comments

Any feedback, suggestions, ideas, comments, or other communications provided by the Subscriber or any user become the confidential property of Netzo and may be used to enhance future versions of the Services. Netzo has no obligation to compensate the Subscriber or Users for such feedback and retains the right to utilize it at its discretion.

11. Confidentiality and Data Protection

11.1 Handling of Confidential Information

Any information transferred by the Parties during the term of this Agreement shall be treated as confidential ("Confidential Information"). Both Parties acknowledge that they will have access to and knowledge of the Confidential Information of the other Party and undertake to treat it as their own Confidential Information, using it exclusively in connection with this contract without transferring its ownership.

11.2 Confidentiality Obligation

The technical, commercial, and administrative information, including the any undisclosed prices provided to the Suscriber, whose disclosure could cause harm, must be kept secret and confidential. The use of Confidential Information for one's benefit or that of third Parties is prohibited, and in case of breach, damages must be assumed.

11.3 Processing of Personal Data

In the case of processing personal data of Account Users, a separate Data Processing Agreement (DPA) shall be concluded, the clauses of which prevail in case of conflict on data protection matters.

11.4 Privacy Policy

Netzo's Privacy Policy, available at https://netzo.io/legal/policies/privacy-policy, provides information on the processing of personal data and is part of this Agreement.

11.5 Incident Notification

In case of suspicion of loss, unauthorized access, or disclosure of Confidential Information, the affected Party must immediately notify the other Party.

11.6 Data Transfer to Non-GDPR Compliant Countries

When data transfer to countries that do not comply with data protection measures imposed by European legislation (GDPR) is required, Netzo will establish the standard contractual clauses of the European Union, as stipulated in the data processing contract.

11.7 Compliance with Legal Requirements

Each of the Parties is obligated to maintain and provide a privacy notice that complies with applicable laws and regulations, including obtaining explicit consent to collect, use, and transfer personal data, in accordance with the requirements established by the GDPR to inform data subjects of their rights. This extends to the Subscriber's responsibility to inform all individuals, including end-users of applications built with Netzo's Platform, of their rights and ensure compliance with legal requirements.

11.8 Use of Personal Data in Netzo's Infrastructure

The Subscriber acknowledges that personal data from third-party services integrated with Netzo may be used in Netzo's infrastructure, including its application programming interface (API), Databases, servers, and service providers. The collection and processing of such personal information shall be conducted in a manner that respects the rights and privacy of end-users. The Subscriber is responsible for ensuring that any third-party data used in applications developed with Netzo's Platform is processed in accordance with applicable privacy laws.

11.9 Disclosure to Third Parties

Netzo may disclose the main terms of this Agreement to potential sources of funding, partners, strategic partners, and advisors when necessary to fulfill the purposes of the Agreement and with the user's consent to transfer personal data to third Parties or when necessary for strict contractual compliance.

11.10 Duration of Confidentiality Obligations

Confidentiality obligations under this Agreement shall remain in effect during the term of this Agreement and for a period of 2 years after its termination or expiration, unless otherwise specified in writing by both Parties or as required by applicable laws.

12. Responsibilities and Indemnification Agreements

12.1 Termination without Indemnification

Termination of the Agreement due to the passage of the agreed-upon term or in accordance with clause 9 shall not give rise to any right to indemnification for damages or any other compensation in favor of the Subscriber. The Subscriber acknowledges that this Agreement is formalized for the stipulated term, and any investment made by the Subscriber will be at its sole Account and risk. The Subscriber also waives any other type of damages and indemnification under this Agreement.

12.2 Exemption from Commitments or External Promises

Netzo shall not be bound by commitments or promises made by persons outside its company or by the Subscriber's mistaken expectations regarding Netzo's Services.

12.3 Indemnification by the Subscriber

The Subscriber agrees to indemnify and hold Netzo, its directors, employees, suppliers, and agents, harmless from any claim, demand, loss, liability, damage, or expense (including reasonable legal fees) arising from:

• (a) The Subscriber's breach of the Agreement;
• (b) Improper or illegal use of the services by the Subscriber;
• (c) Any violation of third-party rights, including intellectual property rights, resulting from the content that the Subscriber publishes, transmits, or shares through the services;
• (d) Any act or omission by the Subscriber causing harm or damage to third Parties.
• (e) Any violation of the data protection laws and regulations by the Subscriber.

This indemnification obligation shall survive the termination of the Agreement and extends to any claims, demands, losses, liabilities, damages, or expenses arising from the Subscriber's use of the Services, including but not limited to any claims made by third Parties.

12.4 Limitation of Liability

THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE FOR ANY DAMAGES (INCLUDING, AMONG OTHERS, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.5 Force Majeure

Neither party shall be held responsible for any delay or failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of nature, government actions, and unforeseen events.

13. Warranties

13.1 Availability and Continuity

While we strive to keep our Service available at all times, we cannot guarantee that it is free from interruptions or errors. Unforeseen circumstances or events beyond our control may affect the availability or continuity of the Service.

13.2 Usability

We do not provide warranties regarding a User's ability to use the Service effectively or satisfactorily. User experience may vary based on individual needs and abilities.

13.3 User Satisfaction

We cannot guarantee the complete satisfaction of each User with the Service. We make every effort to provide a high-quality service, but satisfaction is subjective and may depend on individual expectations and preferences.

14. Assignment

You may not assign this Agreement without the prior express written consent of Netzo. Netzo, on the other hand, may assign ownership of its business and Service to third Parties and, as a result, may assign this Agreement without the need for Subscriber consent. Furthermore, Netzo may assign this Agreement to other companies within the same group to which Netzo belongs, without the need for Subscriber consent.

15. Notifications

15.1 Notifications to the Subscriber

All notifications that Netzo must make to the Subscriber and its Users under this Agreement will be made in writing and sent to the email address provided by the Subscriber and its Users. The Subscriber is responsible for keeping the contact information provided to Netzo within its Account up to date. Notifications are considered received without the need for additional confirmation by the Subscriber.

15.2 Delivery and Effectiveness

All notifications provided by either Party to the other shall be deemed made immediately upon delivery by email.

16. Applicable Law

These terms and conditions shall be governed by the current Mexican legislation, with the jurisdiction to resolve any dispute or conflict that may arise belonging to the Courts and Tribunals of San Pedro Garza Garcia, Nuevo Leon, Mexico.

17. Other Provisions

17.1 Independence of Clauses

Each clause and provision of this Agreement shall be deemed independent and separable from the others. If any provision of this Agreement is deemed invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions of this Agreement, which shall remain in full force and effect.

17.2 Dispute Resolution

The Parties will attempt at all times to resolve any dispute through out-of-court negotiations. However, in the event of any dispute, any agreement between the Parties shall be governed and interpreted in accordance with Mexican law. The Client agrees to waive any other jurisdiction that may be applicable to them in case of disputes.

17.3 Section Titles

The section titles used in this document are for your convenience and are not legally binding.

17.4 Validity and Changes in Terms

The Terms shall be valid during the term of the contractual relationship between the Parties. Any changes to them will be effective without the need for notification to the Subscriber. It is the Subscriber's responsibility to request and be aware of the current terms and conditions of our Services. The fact that one of the Parties does not demand that the other fulfill the obligations of this Agreement that it has breached does not constitute a waiver of the application of any current or future rights arising from this Agreement.

17.5 Validity of Clauses

If any part of this Agreement is deemed invalid or unenforceable, that part of the Agreement will be interpreted to reflect the original intention of the Parties. The remaining clauses shall remain in full force and effect. The fact that Netzo does not exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision, and no waiver by either Party of any breach or default under this Agreement shall be deemed a waiver of any prior or subsequent right. You agree that the provisions of this Agreement that, by their nature, should survive termination, will also survive any termination thereof.

18. Contact Information

If you have any questions about these terms of use, please contact us using one of the following methods. Be sure to include your name, email address, and a detailed description of your request.

19. Definitions

When used in this Agreement and/or any related documents between the Parties, the following terms shall have the meanings as interpreted in both singular and plural forms unless the context expressly states otherwise:

• Account: The Subscriber's account, created upon registration, providing access to the Software.
• Account User: An individual authorized by the Subscriber to use the Platform, possessing valid credentials and authorized access.
• Applicable Law or Legislation: All laws, regulations, and conventions applicable under this Agreement, including privacy, data transfer, and export of technical and personal data laws.
• Platform (or Software): The system or technological environment developed by Netzo for creating web applications.
• Services: The set of services offered and/or provided by Netzo.
• Party: Refers to either Netzo or the Subscriber. Parties refers to both Netzo and the Subscriber collectively.
• Professional Services: Services provided by Netzo, including among other development, consulting, and system integration related to the Platform.
• Netzo Technology: The Platform, Website, Documentation, and any related proprietary technology of Netzo, including software, processes, scripts, libraries, and any other technical material available to the Subscriber.