Terms and Conditions

These Terms and Conditions govern the use of the Unifyr software (hereinafter referred to as the "Software") administered by Payhaus, LLC. by customers who wish to use the Software (hereinafter referred to as "Customers"). By executing a service contract with Payhaus, LLC.. or one of its affiliates (hereinafter collectively referred to as "Unifyr"), Customers agree to the following terms and conditions (hereinafter referred to as the "Terms and Conditions"). 

WE REQUEST CUSTOMERS TO READ EACH OF THE TERMS AND CONDITIONS SET FORTH BELOW IN DETAIL, AS THE USE OF THE SOFTWARE SHALL IMPLY ACCEPTANCE OF AND ADHERENCE TO ALL OF THESE TERMS AND CONDITIONS - AND ANY FUTURE AMENDMENTS OR MODIFICATIONS THERETO - AND THE CUSTOMER SHALL THEREAFTER BE BOUND BY THEM. THEREFORE, IT IS THE OBLIGATION AND BURDEN OF EVERY CUSTOMER TO READ AND UNDERSTAND SUCH TERMS AND CONDITIONS PRIOR TO ANY USE OF THE SOFTWARE AND/OR SERVICES. ANY CUSTOMER WHO DOES NOT ACCEPT THESE TERMS AND CONDITIONS MUST REFRAIN FROM USING THE SOFTWARE.

1. THE SERVICE
1.1.- The Software consists of a platform that, through artificial intelligence and based on the use of data provided by the different tools connected by the Client, allows the Client to generate reports and dashboards related to all that information in a single platform (the "Services"). Likewise, the Software will host the licenses in the cloud of its choice and Unifyr will provide technical support in accordance with the terms and conditions duly agreed upon in the service contract entered into by the parties.
The Software and/or the Services may include advertisements targeting content or information contained in the Software and/or the Services, questions asked through the Software, the site and/or the Services or any other information. The types and extent of advertisements shall be at the sole discretion of Unifyr and are subject to change at its sole discretion and without notice to Customers.
The Client acknowledges that the descriptions of the services displayed on the site are illustrative, and will have the scope and common, basic and simple specifications that the market regularly offers. Similarly, acknowledges that the information contained and / or published through the site, is for informational purposes only about the services provided by Unifyr. 
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2. ACCESS TO SERVICES
2.1 .- To access the Services, Customers must accept the Terms and Conditions and provide certain information to Unifyr, which shall be considered a sworn statement. For these purposes, Customers guarantee the authenticity of all data communicated as a result of the registration as a user to the Client. Customers shall be solely and exclusively responsible for any false or inaccurate statements made and the damages caused to Unifyr, or third parties for the information they provide.
2.2 .- The Customer must have a device with Internet connection or access.
2.3.- Required data. To access the Services, the Client must provide the following data from its employee databases: First and Last Name, Email, Phone Number, Entry Date, Exit Date, Remuneration, Performance Evaluation, Leader or Manager in charge, Country, Team, Role, Language. Such data will be used only to facilitate the provision of the described Services and in no case will be used for any other purpose. By virtue of this act, and by the mere acceptance of these Terms and Conditions, the Client grants its free, express, informed and voluntary consent for the treatment of such data, according to the Privacy Policies published in the following link: https://Unifyr.app/privacy/, which are understood to be an integral part of these Terms and Conditions.
2.4.- THE CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT Unifyr RESERVES THE RIGHT TO REJECT ANY APPLICATION FOR REGISTRATION AS A CUSTOMER, AS WELL AS SUSPEND OR TERMINATE ANY CUSTOMER AT ITS SOLE DISCRETION AND WITHOUT CAUSE, NOT GENERATING ANY RIGHT TO COMPENSATION FOR THE CUSTOMER. 

3. VALIDITY OF THE SERVICE
3.1 .- Unifyr and Customer may terminate the service at any time without cause or need for any notice, which will imply the cancellation of the same. Unifyr may withdraw or suspend at any time and without prior notice, the provision of services to those Customers who fail to comply with the provisions of these Terms and Conditions or the lack of payment for the use of the service.

4. INDUSTRIAL AND INTELLECTUAL PROPERTY
Unifyr is the owner of any rights, such as patents, trademarks, copyrights, database rights, and any other intellectual property rights, whether registered or unregistered, in any software, data collection mechanisms, and any other material developed by Unifyr that is incorporated in or made available through the Software. Customer shall refrain from duplicating, copying, downloading, capturing, storing, distributing, retransmitting, or otherwise reproducing Unifyr Intellectual Property or any portion of the HTML/CSS, JavaScript, or visual design elements or concepts, without Unifyr express prior written permission. Such prohibition shall also apply with respect to the information relating to other Customers. Consequently, the Customer may only download, capture and/or store its own information using the tools that are available for this purpose in the Software and/or the Services. 
4.3.- Any intrusion, attempt, or activity in violation or contrary to the laws on intellectual property rights and/or the prohibitions stipulated in this section shall make the responsible party liable to appropriate legal action, including without limitation any action for damages and criminal prosecution, together with the penalties provided for in these Terms and Conditions.
4.4.- Customers may not use or register or cause to be registered in its name or in the name of any third party any trademark, logo, or name similar to those owned by Unifyr.

CONTENT IN THE SOFTWARE AND/OR SERVICES
5.1. - Unifyr shall have the right (i) to remove or modify any information or functionality of the Software and/or the Services in its sole discretion and without cause or justification; (ii) to take any appropriate legal remedy or action, including disclosure of Customer's personal information to regulatory, law enforcement or security authorities or agencies, in connection with the investigation of any alleged illegal or unauthorized use of the Software and/or the Services; (iii) to suspend or terminate Customer's access to the Software and/or the Services for any reason or no reason at all, including but not limited to any violation of these Terms and Conditions.The Software and/or the Services may contain links to other websites or other online resources provided by third parties. Any such link is provided for informational purposes only and does not imply or should not be construed to imply that Unifyr approves of, endorses, or is affiliated or otherwise connected with such website or the information contained therein. It is expressly stated that Unifyr does not and shall not have any control over, and shall not be responsible for, the content of such websites or such information. Further, it neither assumes nor shall it be liable for any loss or damage arising from the use of any third-party website. The Client must carefully read the terms and conditions and privacy policies of any third-party website prior to its use.
5.3.- The use of the Software and/or the Services by the Customer shall be performed by the Customer at the Customer's sole risk. Subject to Customer's compliance with all of the Terms and Conditions, Unifyr shall grant to Customer a limited, non-exclusive, non-transferable license to access and use the Software, Customer's information, and Unifyr' Intellectual Property solely in connection with the permitted use of the Software and/or the Services as set forth in these Terms and Conditions.5.5. - With the exception of Customer information, all rights, shares, title, and interest in and to the Software and the Services are owned by - or licensed by their owners for use by - Unifyr, including the entire Software (including the source code of the Software), text, photos, graphics, data, images, videos, any other visual or audiovisual work or production, media or broadcast, and other content available in the Software and the Services, as well as the design, distribution, view or appearance of the Software and the Services, the trademarks - registered or not - or logos, internet domains, the elements of such trademarks and the rights on the databases.The Software, the Services, and the Industrial and Intellectual Property of Unifyr are protected under the rules governing intellectual property, trademark registration, and other applicable legislation. All rights are reserved pursuant to Section 5 of these Terms and Conditions. 
IN NO EVENT SHALL Unifyr, ITS DIRECTORS, OFFICERS, EMPLOYEES AND/OR REPRESENTATIVES (COLLECTIVELY, THE "PROTECTED PERSONS") BE LIABLE AS A RESULT OF THE USE OF THE SOFTWARE AND/OR THE SERVICES AND/OR WITH THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, AND IN NO EVENT SHALL THE PROTECTED PERSONS BE LIABLE IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED THROUGH THE SOFTWARE.

6- CONFIDENTIALITY
‍6.1.- The parties understand that each of them may disclose personal information and information about the operation of the Software, which information, within the scope with which it was previously, currently, or subsequently disclosed, shall be considered Confidential Information (as defined below). In connection with the foregoing, the parties acknowledge that each of them may make available valuable information belonging to it that is not known to the general public and is subject to protection. For purposes hereof, "Confidential Information" is deemed to include, but is not limited to, any information about Customers or the Services, whether communicated orally, in writing, or in any other form, tangible or intangible, arising from or relating to trade names, trademarks, service marks, graphics, logos, data and databases, product and/or service lines and/or concepts, listings of registered users and their personal data, regulatory information and any other matter relating to the Services. The term Confidential Information also includes all information that the parties have received from third parties and must treat as confidential or privileged and disclose to the other party. 
 6.3. - The parties agree to (i) keep the Confidential Information in strict confidence and take all reasonable steps to protect such Confidential Information (including, without limitation, all measures they use in connection with their confidential materials); (ii) refrain from using such Confidential Information in any manner that is detrimental to the other party; (iii) refrain from disclosing such Confidential Information in any manner that is harmful to the other party; (iii) refrain from disclosing such Confidential Information or any information originating from such information to any third party; (iv) refrain from modifying, disassembling, reverse engineering, decompiling or creating other works from any software included in the Confidential Information; and (v) refrain from making any use of such Confidential Information except as set forth herein. The parties shall disclose the Confidential Information only to affiliates, directors, officers, employees, consultants, attorneys, accountants, or agents (each, a "Representative") who need to receive the Confidential Information in order to comply with the terms hereof, and only to the extent necessary to accomplish the foregoing purposes. The parties undertake to take sufficient measures to maintain confidentiality, such as entering into confidentiality agreements with the Representatives in order to prevent them from disclosing to third parties or using the Confidential Information except as necessary to comply herewith. 
6.4. The parties may disclose information, to the extent permitted by their profession, when required to do so by law or court order, provided that they take all reasonable diligent steps to limit the disclosure of the information and obtain confidential treatment or injunctive relief and have allowed the other party to be a party to the proceeding. 
6.5 The parties shall protect all documents and copies with the same care and in no case with a lesser standard of reasonable care than that used to prevent unauthorized disclosure of their own private and confidential information. Promptly upon receipt of a request from the other party, the party who received the Confidential Information shall deliver to the other party all of its Confidential Information and all documents or media containing such Confidential Information and all copies or excerpts of such information and destroy all memoranda, notes and other writings prepared from the Confidential Information. Each party shall indemnify and hold harmless the other party and/or any of its representatives and/or employees and/or subsidiary, affiliate, and related company from and against any claim, suit, or proceeding resulting from the disclosure of the Confidential Information, and shall reimburse all sums incurred by such party in connection with such claims or any cause of action relating to such claims. All Confidential Information (including, without limitation, copies, excerpts or passages) is and shall remain the exclusive property of the party owning the Confidential Information. The parties shall not acquire (whether by virtue of a license or otherwise, express or implied) any intellectual property or other rights, except for the limited right to use such Confidential Information in accordance with the express provisions set forth herein. All rights in and to the Confidential Information not expressly granted hereunder are reserved and shall be retained by each of the parties hereto. 

7- INDEMNITY
‍Customers agree to indemnify and hold Unifyr harmless against any action or claim (a) brought by any third party, whether judicial, extrajudicial, or administrative, in civil, commercial, criminal or labor matters, arising in connection with any breach or alleged breach of Customer's obligations and/or for breach of any applicable law or regulation; and (b) brought by any natural person or governmental authority for breach of any data protection law or regulation. Such indemnity shall include all expenses and costs (including legal costs and attorney's fees), for the defense of any claim or action that may have been or may in the future be brought against you, as well as the result of any judgment or sanction imposed under the foregoing.
7.2.- This indemnity is also granted in respect of possible claims that may be brought against Unifyr by any person under the control or responsibility of Customers, such as employees, dependent parties, representatives or potential subcontractors, and even third parties acting under their management and control. The obligation arising hereunder shall include all costs and expenses (including professional fees) that Unifyr may have incurred in connection with its defense. 
7.3.- In the event that any claim shall give rise to a duty of indemnity under the provisions hereof, Unifyr shall promptly notify Customers thereof in writing. Notwithstanding the foregoing, failure to give such notice promptly shall not relieve Customers from their obligations under this paragraph, except to the extent of losses that would have been avoided if notice had been given. Unifyr shall cooperate fully with Customers in order to enable it to perform its obligations hereunder with respect to any claim. Unifyr may participate in the defense, in which case it shall bear its own costs incurred in connection therewith. Notwithstanding the foregoing, Customers shall have control of the such defense and all negotiations relating to a settlement of any claim.

‍8- LIMITATION OF LIABILITY. DISCLAIMER OF LIABILITY
‍8.1.- IN NO EVENT SHALL Unifyr BE LIABLE FOR CONSEQUENTIAL DAMAGES. 
8.2. Unifyr PROVIDES THE SERVICES "AS IS" AND "AS AVAILABLE. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, Unifyr SPECIFICALLY DISCLAIMS LIABILITY FOR ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, Unifyr DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF ACCURACY, CORRECTNESS, RELIABILITY OR OTHERWISE.Unifyr does not control or guarantee the absence of viruses or other elements in the information contained in the Software that may cause alterations in your computer system (software and hardware) or electronic documents and files stored on your computer system. Unifyr, excludes any liability for damages of any kind that may be due to the presence of viruses or the presence of other elements in the information contained in the Software that may cause alterations in the computer system, electronic documents or files of Customers. Unifyr, excludes any liability for damages of any kind that may be due to lack of truthfulness, accuracy, completeness and / or timeliness of the information contained in the Software and Services.Unifyr does not guarantee the availability and continuity of the operation of the Software and the services described herein. Where reasonably possible, Unifyr, will give prior notice of interruptions in the operation of the Software. Unifyr also does not guarantee its infallibility and, in particular, but not exclusively, that Customers can actually use the Software and the Services. Unifyr excludes, to the fullest extent permitted by law, any liability for damages of any nature that may be due to the lack of availability or continuity of operation of the Software and the Services, and in particular, but not exclusively, to failures in the use of the Software. The Software may be unavailable due to technical difficulties or Internet failures or any other circumstances beyond the control of Unifyr. Unifyr assumes no liability for any damages or costs that Customer may experience as a result of any loss, interception or alteration of transmissions over the Internet, as well as, for any problems or costs that may arise as a result of the inability to access the Software and/or the Services.
8.6. - Unifyr shall not be liable for events of force majeure or acts of God, including events beyond its control that may affect the proper performance of the Services or proper functioning of the Software such as, but not limited to (i) strikes, weather conditions, natural disasters, acts of terrorism, pandemics, riots and war and other similar causes, (ii) omissions or causes attributable to third-party software licensors or service providers, or (iii) interruptions of services of origin such as interruptions of network access services, data center, link services, etc.

9- INDEPENDENT PARTIES
‍The relationship between the Customer and Unifyr is that of independent contractors, so they are subject to the rights and obligations arising from the Terms and Conditions only. Nothing in the Terms and Conditions may or should be construed as tending to create relationships between employee and employer, franchisee and franchisor, employer and employee, principal and agent, partners or joint ventures, between Customer and Unifyr. 

10- COMMUNICATIONS
‍10.1. Unifyr will make notifications to the contact information submitted by Customer in the relevant service agreement. The notification shall be deemed to have been received immediately after being sent. Customers shall send any written notice to Unifyr to the following email address hello@unifyr.ai.
10.2. Customer acknowledges the full validity of notices sent and/or received through the Software and/or by e-mail and/or telephone and/or at the actual address provided by Customer at the time of execution of the relevant service contract and agrees that notices sent therein shall be valid and binding. 

11- MODIFICATIONS TO THE TERMS AND CONDITIONS
‍The customer understands that Unifyr may modify these Terms and Conditions at any time. Changes to these Terms and Conditions will be notified through the Unifyr site, and/or through emails addressed to the email address provided by Customers in the corresponding service contract. It is expressly stated that the continued use of the Software and/or the Services by the Customers - after the publication of any modification of these Terms and Conditions - will imply the conformity and acceptance of the new Terms and Conditions.Unifyr reserves the right to modify, at any time, the content available in the Software, to tariff or otherwise limit access to it, and even to discontinue it without prior notice. 

12- ASSIGNMENT
‍Customer may not assign, transfer, novate or otherwise modify its rights or obligations under these Terms and Conditions in favor of any third party. Unifyr may assign, transfer or novate its rights or obligations under these Terms and Conditions in favor of third parties, including in connection with any merger, acquisition, sale of assets or capital or by operation of law, in which case Unifyr shall notify Customer in writing of such circumstance.By accepting these Terms and Conditions, the Customer agrees that Unifyr may assign the rights resulting from the Services.

13- APPLICABLE LAW AND JURISDICTION
‍13.1.- The applicable law shall be the law that governs the service contract executed by the parties. 
13.2 - The parties shall submit to the courts chosen in the service contract to be executed by the parties from time to time.  

14- SUPPLEMENTARY PROVISIONS
‍These Terms and Conditions (together with the Privacy Policy and any other policy published by Unifyr), represent the entire agreement and understanding between the Customer and Unifyr, in relation to the matters contained herein and supersede any prior agreement, communication or agreement, whether written or verbal, on such matters.Customer acknowledges that, for the purposes of its acceptance of and compliance with the Terms and Conditions, it has not relied on and shall have no remedy under any representation, representation or warranty (whether in fact or in law and whether made unwittingly or negligently) made outside these Terms and Conditions.Under no circumstances shall Unifyr be liable for any delay or failure of performance in whole or in part arising from acts of nature or other causes beyond its reasonable control.The failure of Unifyr to exercise any right or power conferred under these Terms and Conditions shall not prevent it from exercising such right or power in the future.
14.5.- The waiver of any of the provisions contained in these Terms and Conditions shall only be effective if made in writing and signed by an authorized representative of Unifyr. No delay, omission or forbearance in exercising or not exercising any right arising from these Terms and Conditions shall constitute, nor shall it be construed as, a waiver of such right.If any provision of these Terms and Conditions shall be declared unlawful, void, voidable, invalid or unenforceable (in whole or in part), then such provision shall be deemed to be independent and severable from the Terms and Conditions and shall not affect the enforceability of the remaining provisions, which shall remain in full force and effect.
14.7. No person who is not duly bound by or has entered into any business under these Terms and Conditions shall be entitled to enforce them.