TERMS OF USE OF “CURIOSITY”
(CLOUD DELIVERY PLATFORM)” SOFTWARE

END USER SOFTWARE LICENSE AGREEMENT (“EULA”).

This EULA is a legally binding agreement between the end user of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software (“End User”) and T-LINE MÉXICO, S.A. DE C.V. (holder of the economic rights of the software “CURIOSITY (CLOUD DELIVERY PLATFORM)”, hereinafter “CURIOSITY (CLOUD DELIVERY PLATFORM)” or TLINE interchangeably) that establishes the terms and conditions that govern the use and operation of the software products registered in the National Copyright Institute (“INDAUTOR” in English “National Copyright Institute of Mexico”) (the “Software”) and technical specifications drawn up for its correct use and operation (the “Documentation”). Where meaning and context permit, references in this EULA to the Software include documentation. By downloading and installing, copying or using the Software and/or accepting this EULA, End User will be subject to the terms and conditions of this EULA. If End User does not agree or accept the terms of this EULA, End User may not access, install, download, copy or use the Software.

1.0. Definitions

1.1 “Fee(s) and/or cost and/or price” means any License, Maintenance, professional services, consulting or other Fees and/or costs and/or prices agreed to by the parties as set forth in a service quotation.
1.2 “Maintenance” and “Maintenance Policies” have the respective meanings set forth in Section 9.0.
1.3 “License Grant” and “License Document” have the following meanings: is a commercial software license transaction pursuant to which the End User: i) accepts this EULA as provided above, and; ii) takes actual and/or implied possession and/or use of the Software. A software license may take place by any legal means, electronically or in writing, and may be confirmed by: a) signed purchase orders, credit orders, letters of commitment, license keys, amendments to this EULA or other similar materials or unsigned, (each “Software License Documents”), or (b) by the conduct of the parties leading to the implied consent to be bound by the EULA. A software license may be initiated and implemented by any person who is directly or indirectly a party to it, including the End User, “CURIOSITY (CLOUD DELIVERY PLATFORM)” or authorized distributors, dealers and/or other resellers of the Software. A Software License Document may contain terms and conditions of use, commercial, legal and other terms agreed to by the parties. Notwithstanding the foregoing, each software license will require that: i) this EULA be accepted by the End User, and; ii) the End User obtains actual and/or implied possession or use of the Software. In the event of a conflict or inconsistency between the terms and conditions of this EULA and those set forth in a Software License Document, the terms and conditions of the License Document will govern and prevail.
1.4 “Open Source” means various open source software components licensed under the terms of applicable open source license agreements, included in the materials relating to such software. Open source software is made up of individual software elements, each of which has its own copyright and its own applicable license terms.
1.5 Subscription Renewal. The rights to use “CURIOSITY (CLOUD DELIVERY PLATFORM)” purchased by subscription will automatically renew for the renewal period indicated in the order that you or your “CURIOSITY (CLOUD DELIVERY PLATFORM)” reseller placed with “CURIOSITY (CLOUD DELIVERY PLATFORM)” ” (“Renewal Term”) unless: (a) You notify Your Approved Source in writing at least 45 days before the end of Your then-current Term of Use of Your intention not to renew; or (b) you or your “CURIOSITY (CLOUD DELIVERY PLATFORM)” reseller elects not to automatically renew at the time of the initial order placed with “CURIOSITY (CLOUD DELIVERY PLATFORM)”. Your Approved Source will notify you reasonably in advance of any Renewal Term if there are changes in rates. The new rates will apply for the next Renewal Period unless you or your “CURIOSITY (CLOUD DELIVERY PLATFORM)” reseller immediately notifies “CURIOSITY (CLOUD DELIVERY PLATFORM)” in writing, prior to the renewal date, that does not accept rate changes. In that case, Your subscription will terminate at the end of the current Usage Term.

2.0. License Grant

Where the Software or an instance of use is provided to End User as part of a commercial license transaction, End User shall, subject to the terms and conditions of this EULA, have a non-transferable, non-exclusive license (“License”). , to use the Software in object code format, solely for the End User’s internal business purposes for the management and processing of its own data and not the data of third parties.

 

3.0. FeeS 

Fees To the extent permitted by law, orders for “CURIOSITY (CLOUD DELIVERY PLATFORM)” software cannot be cancelled. The fees for your use of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software are set forth in your terms of purchase with your approved source. If you use the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software beyond your Right (“Excess”), the Approved Source may bill You and You agree to pay such Excess.

 

4.0. Additional terms

Nothing contained in this EULA is intended to prohibit or restrict the parties from mutually agreeing to additional terms and conditions that: (i) modify or supplement the terms and conditions (including commercial and/or financial terms) of this EULA or the License granted to the End User in accordance with this EULA, or; (ii) create or modify the terms of a particular license.

 

5.0. Evaluation license

A License designated as an “Evaluation” License is a License Document that authorizes the End User to use one (1) copy or instance of the Software for a period of 30 days solely for non-production evaluation or demonstration purposes.

 

6.0. Non-Resale License (LNPR)

A license designated as a “Non-Resale License” (LNPR) is a License Document that authorizes End User to use one (1) copy or instance of the Software with full functionality solely for evaluation or demonstration purposes, for a period of time. definite.

 

7.0 Account Access Protection

You will keep all account information up to date, use reasonable means to protect your account information, passwords and other login credentials, and immediately notify “CURIOSITY (CLOUD DELIVERY PLATFORM)” of any use or access known or suspected unauthorized access to your account.

 

8.0. Limited duration license

A license designated as a “Limited Term License” is a License Document that authorizes End User to use one (1) copy or instance of the Software in the SAAS production environment for a defined period of time. The period defined for a “Limited Term License” license begins immediately after the generation of the license key, regardless of when the End User begins using the software.

 

9.0. Maintenance

Maintenance and support (“Maintenance”) for the Software will be available in accordance with the applicable “CURIOSITY (CLOUD DELIVERY PLATFORM)” Maintenance Policies then in effect and will begin upon delivery of the Software. As long as End User is current with the license payment, End User will receive online support and (b) any update, patch and/or upgrade to the Software, except as such update, patch and/or upgrade is defined by separately in Maintenance. Policies with additional charge. The current maintenance policies of “CURIOSITY (CLOUD DELIVERY PLATFORM)” will be established in a separate agreement between “CURIOSITY (CLOUD DELIVERY PLATFORM)” and the end user.

 

10.0. Copyright and other restrictions

The software is protected by copyright and/or copyright laws and/or international intellectual property treaties. What is transferred in this contract is a license to use the software, but not ownership of it and/or any economic right over it. The Software contains material protected by copyright, trade secrets and other material owned by T-LINE MÉXICO, S.A. DE C.V.
Under no circumstances will the End User allow, directly or indirectly, the Software to be decompiled, reverse engineered or disassembled. The End User will not disclose, transfer or otherwise make available the Software or the results of any comparative tests or other tests of the Software to any third party without the prior written consent of T-LINE MÉXICO, S.A. DE C.V.
The end user will not remove any proprietary notices from the software. End User may make one copy of the Software for backup or archival purposes only.

 

11.0. Audit

During the term of this Agreement and for a period of one year from the generation of the license key, T-LINE MÉXICO, S.A. DE C.V. may, during normal business hours and upon reasonable prior notice to End User, inspect End User’s files, computer processors, equipment and facilities to verify End User’s compliance with this EULA.

 

12.0. Limited warranty and limitation of liability

“CURIOSITY (CLOUD DELIVERY PLATFORM)” warrants that it has the right and authority to grant the Use License under this EULA. Therefore, “CURIOSITY (CLOUD DELIVERY PLATFORM)” will defend or, at its option, resolve any action against the End User based on a claim that the use of the Software infringes any patent, copyright or other intellectual property right of a third. .

 

This as long as the End User immediately notifies “CURIOSITY (CLOUD DELIVERY PLATFORM)” of the claim and “CURIOSITY (CLOUD DELIVERY PLATFORM)”, in turn, has control of the defense in court. “CURIOSITY (CLOUD DELIVERY PLATFORM)” warrants that the Software, in its unmodified form, as initially delivered or made available to the End User, will perform substantially in accordance with the Documentation for a warranty period of ninety (90) days from the date the Software is delivered to the End User. In the event that the Software fails in any of its components and as long as its operation is in accordance with the Documentation delivered and during the warranty period, “CURIOSITY (CLOUD DELIVERY PLATFORM)” must correct the defect, under the sole and exclusive responsibility of “CURIOSITY (CLOUD DELIVERY PLATFORM)”; If not, “CURIOSITY (CLOUD DELIVERY PLATFORM)” will refund the amount of the License. In the event that a problem with the Software is the fault of the End User, the End User agrees to reimburse “CURIOSITY (CLOUD DELIVERY PLATFORM)” for the costs of correcting the defect caused by the End User in accordance with the standard rates at that time. moment. The foregoing limited warranty shall not apply if failure of the Software is the result of damage or misuse caused by the End User.
EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE OR ACCESS TO YOUR INSTANCE ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED; THEREFORE, THIS SHOULD NOT BE UNDERSTOOD AS AN IMPLIED WARRANTY THAT THE SOFTWARE IS FREE FROM DEFECTS, MERCHANTABLE OR FIT FOR END USER USE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY “CURIOSITY (CLOUD DELIVERY PLATFORM)” OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY DISTRIBUTOR OR RESELLER OF “CURIOSITY (CLOUD DELIVERY PLATFORM)”, SHALL CREATE ANY WARRANTY OTHER THAN THE SET OF LIMITED WARRANTY WHATSOEVER. ABOVE AND MUCH LESS IN ANY WAY INCREASE THE SCOPE OF THE WARRANTY.
In no event shall “CURIOSITY (CLOUD DELIVERY PLATFORM)”, its affiliates, resellers, distributors or suppliers be liable for any indirect, special, incidental or consequential damages arising out of the use or inability to use the Software, including, but not limited to, damages for loss of profits, loss of goodwill, stoppage of work, computer failure or malfunction, or any other commercial damage or loss, even if the possibility of doing so is advised.

12.1. Exclusions.

“CURIOSITY (CLOUD DELIVERY PLATFORM)” has no obligation with respect to any Intellectual Property Claim based on: (a) compliance with any design, specification or requirement that you provide or that a third party provides on your behalf; (b) Your modification of any “CURIOSITY (CLOUD DELIVERY PLATFORM)” software or modification by a third party; (c) the amount or duration of your use of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software, the income you earned or the services you offered; (d) combination, operation or use of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software with products, software or business processes other than “CURIOSITY (CLOUD DELIVERY PLATFORM)”; (e) Your failure to modify or replace the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software as required by “CURIOSITY (CLOUD DELIVERY PLATFORM)”; or (f) any “CURIOSITY (CLOUD DELIVERY PLATFORM)” software provided free of charge, beta or evaluation.

12.2. Use with third party products.

If you use the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software in conjunction with third-party products, such use is at your own risk. You are responsible for compliance with the terms of any third-party provider, including their privacy policy. “CURIOSITY (CLOUD DELIVERY PLATFORM)” does not provide support or guarantee ongoing integration support for products that are not a native part of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software.

 

13.0. Assignment

Except in the case of a sale or transfer by “CURIOSITY (CLOUD DELIVERY PLATFORM)” of all or substantially all of its assets or a change in shareholder control, neither party may assign all or part of its rights or obligations under this EULA to any third party without the prior written consent of the other party.

 

14.0. Confidential information and data use

 

14.1. Confidentiality Recipient will maintain confidentiality and use no less than reasonable care to prevent disclosure of any Confidential Information to third parties, except to its employees, affiliates and contractors who have a need to know (“Permitted Recipients”). Recipient: (a) must ensure that its Authorized Recipients are subject to written confidentiality obligations no less restrictive than Recipient’s obligations under this EULA, and (b) is responsible for any breach of this Section by its authorized Recipients. Such confidentiality obligations will not apply to information that: (i) is known to the Recipient without confidentiality obligations; (ii) is or has become public knowledge through no fault of the Recipient; or (iii) is independently developed by Recipient. Recipient may disclose Discloser’s Confidential Information if required to do so by regulation, law or court order, provided that Recipient provides prior notice to Discloser (to the extent permitted by law) and reasonably cooperates, at of the Discloser, with respect to the protective actions undertaken by the Discloser. Upon Discloser’s reasonable request, Recipient will return, delete or destroy all of Discloser’s Confidential Information and certify it.
14.2. How we use data. “CURIOSITY (CLOUD DELIVERY PLATFORM)” will access, process and use data in connection with Your use of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software in accordance with applicable data protection and privacy laws. For more details, please visit the “CURIOSITY (CLOUD DELIVERY PLATFORM)” website.
14.3. Notice and Consent. To the extent Your use of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software requires, You are responsible for notifying and obtaining the consent of individuals regarding the collection, processing, transfer and storage of their data to through Your use of the “CURIOSITY (CLOUD DELIVERY PLATAFORM)” Software.

15.0. EULA Modifications

“CURIOSITY (CLOUD DELIVERY PLATFORM)” may change this EULA or any of its components by updating this EULA at “CURIOSITY (CLOUD DELIVERY PLATFORM)”.COM. Changes to the EULA apply to any Rights acquired or renewed after the modification date.

 

16.0. According to the laws

Each party will comply with all laws and regulations applicable to its respective obligations under this EULA. “CURIOSITY (CLOUD DELIVERY PLATFORM)” may restrict the availability of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software in any particular location or modify or discontinue features to comply with applicable laws and regulations. If you use the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software in a location with local laws requiring a designated entity to be responsible for the collection of data about individual end users and the transfer of data outside of that jurisdiction, you acknowledge that is the entity responsible for complying with such laws.

 

17.0. Governing laws

The warranty and end user license will be governed by the laws of the United Mexican States, without regard to the conflict of laws principles of jurisdictions other than Mexico. You hereby consent to the exclusive jurisdiction of the local and federal courts of Mexico City to resolve any dispute arising under this Agreement.

 

18.0. General

This Agreement establishes the entire obligation of “CURIOSITY (CLOUD DELIVERY PLATFORM)” and the exclusive rights of the End User with respect to the Software and except to the extent otherwise specified in a purchase order or other written communication or advertisement signed or issued jointly by both parties. with respect to the Software, supersedes any conflicting terms of any purchase order and any other communications or advertisements with respect to the Software. No failure of either party to exercise or enforce any of its rights under this EULA will operate as a waiver of those rights. If any provision of this EULA is found to be illegal or unenforceable, it will be enforced to the fullest extent permissible and the legality and enforceability of the other provisions of this EULA will not be affected.

 

19.0. News

Any notices given to you by “CURIOSITY (CLOUD DELIVERY PLATFORM)” under this EULA will be sent by email, regular mail or postings on “CURIOSITY (CLOUD DELIVERY PLATFORM)”.COM. “CURIOSITY (CLOUD DELIVERY PLATFORM)” notices must be sent to T-LINE MÉXICO, S.A. DE C.V., Ave. Paseo de la Reforma Numero 404-1102, Juarez, Alcaldía Cuauhtémoc, CDMX, unless this EULA, the applicable Product Specific Terms or an order specifically allows other means of notification.

 

20.0. Force Majeure

Except for payment obligations, neither party will be liable for any failure to perform its obligations due to an event or circumstances beyond its reasonable control.

 

21.0. Complete agreement

This EULA is the entire agreement between the parties with respect to the subject matter of this EULA and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral).