Copywriting Machine

 

Effective July 11, 2023

These Terms of Service (this “Agreement”) are a binding contract between you and Expertos en Marca, Inc. (“Expertos en Marca,” “we,” or “us”). This Agreement governs your access to and use of the Services.

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT AND A CLASS ACTION/JURY TRIAL WAIVER THAT REQUIRE, UNLESS YOU OPT OUT PURSUANT TO THE INSTRUCTIONS IN SECTION 11(B), THE EXCLUSIVE USE OF FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES BETWEEN YOU AND US, INCLUDING ANY CLAIMS THAT AROSE OR WERE ASSERTED BEFORE YOU AGREED TO THESE TERMS. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU EXPRESSLY WAIVE YOUR RIGHT TO SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL ON YOUR CLAIMS, AS WELL AS YOUR RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, PRIVATE ATTORNEY GENERAL OR REPRESENTATIVE ACTION OR PROCEEDING.

THIS AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES (THE “EFFECTIVE DATE”). BY CLICKING ON THE “I ACCEPT” BUTTON BELOW OR BY ACCESSING OR USING THE SERVICES YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.

IF YOU DO NOT AGREE TO THESE TERMS, PLEASE SELECT THE “I DECLINE” BUTTON BELOW OR DO NOT ACCESS OR USE THE SERVICES. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

  1. Definitions

Aggregated Statistics” means data and information related to Customer’s use of the Services to be used by Expertos en Marca in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

Arbitration Agreement” means the mandatory individual arbitration provision in Section 11(b).

Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.

Class Action/Jury Trial Waiver” means the class action/jury trial waiver provision in Section 11(c).

Confidential Information” means information about either party’s business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated, or otherwise identified as “confidential” at the time of disclosure. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving party; (c) rightfully obtained by the receiving party on a non-confidential basis from a third party; or (d) independently developed by the receiving party.

Customer,” “you,” or “your” means you and your Authorized Users.

Customer Account” means your account on the Services.

Customer Content” means any content, including profile information, comments, questions, and other content in any form or medium, that is submitted, posted, displayed, transmitted, or otherwise made available on the Services by or on behalf of Customer or any other Authorized User. For the avoidance of doubt, output, copies, reproductions and other derivative works generated by your use of the Services as expressly permitted hereunder which are derived from Customer Content are themselves also Customer Content; provided, however, that Aggregated Statistics is not Customer Content.

Documentation” means Expertos en Marca’s user manuals, handbooks, guides, FAQs, instructional videos, relating to the Services provided by Expertos en Marca to Customer electronically and relating to the Services available at www.expertosenmarca.com.

Feedback” means any communications or materials sent to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Services, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, ideas, or the like, about the Services.

Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Expertos en Marca IP” means the (i) Services, including all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music, (ii) the Documentation, (iii) and all intellectual property provided to Customer or any other Authorized User in connection with the foregoing. For the avoidance of doubt, Expertos en Marca IP includes Aggregated Statistics and any information, data, or other content derived from Expertos en Marca’s monitoring of Customer’s access to or use of the Services but does not include Customer Content.

Privacy Policy” means the privacy policy, available at www.expertosenmarca.com/legal/

Services” means the online and/or mobile services, web site, and software provided on or in connection with the service provided by Expertos en Marca under this Agreement and as detailed on Expertos en Marca’s website at www.expertosenmarca.com.

Third-Party Products” means any products, content, services, information, websites, or other materials that are owned by third parties and are incorporated into or accessible through the Services.

User” or “Users” means all visitors, users, and others who access the Services.

User Accounts” means different types of accounts for different types of Users.

  1. Access and Use

(a) Eligibility. This is a contract between you and Expertos en Marca. You must read and agree to this Agreement before using the Services. If you do not agree, you may not use the Services. You may use the Services only if you can form a binding contract with Expertos en Marca, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to the Services by anyone under 13 years old (or under 16 years old in Europe) is strictly prohibited and in violation of this Agreement. The Services are not available to any Users previously removed from the Services by Expertos en Marca.

(b) Provision of Access. Subject to and conditioned on your payment of Fees and compliance with all the terms and conditions of this Agreement, Expertos en Marca hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Services during the Term solely for your internal business operations by Authorized Users in accordance with the terms and conditions herein. Expertos en Marca shall provide you the necessary passwords and access credentials to allow you to access the Services.

(c) Documentation License. Subject to the terms and conditions contained in this Agreement, Expertos en Marca hereby grants you a non-exclusive, non-sublicensable, non-transferable license for Authorized Users to use the Documentation during the Term solely for your internal business purposes in connection with use of the Services.

(d) Accounts. Your Customer Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain other User Accounts. If you open a Customer Account on behalf of a company, organization, or other entity, then “you” includes you and that entity. By connecting to Expertos en Marca with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service.

You may never use other Users’ User Accounts without permission. When creating your Customer Account, you must provide accurate and complete information, and you must keep this information up to date. You are solely responsible for the activity that occurs on your Customer Account, and you must keep your Customer Account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper- and lower-case letters, numbers and symbols) with your Customer Account. You must notify Expertos en Marca immediately of any breach of security or unauthorized use of your Customer Account. Expertos en Marca will not be liable for any losses caused by any unauthorized use of your Customer Account.

You may control your Customer Account profile and how you interact with the Services by changing the settings in your settings page. By providing Expertos en Marca your email address you consent to our using the email address to send you Services-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out or change your preferences in your settings page. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

(e) Use Restrictions. You shall not, and shall not permit any Authorized Users to engage in any of the following prohibited activities: (i) copying, distributing, selling, reselling, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Expertos en Marca servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Expertos en Marca grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information or other personal information, including account names, from the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.

(f) Aggregated Statistics. Notwithstanding anything to the contrary in this Agreement, Expertos en Marca may monitor Customer’s use of the Services and collect and compile Aggregated Statistics. As between Expertos en Marca and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Expertos en Marca. You acknowledge that Expertos en Marca may compile Aggregated Statistics based on Customer Content input into the Services. You agree that Expertos en Marca may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law, provided that such Aggregated Statistics do not identify Customer or Customer’s Confidential Information.

(g) Reservation of Rights. Expertos en Marca reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party, any intellectual property rights or other right, title, or interest in or to the Expertos en Marca IP.

(h) Suspension. Notwithstanding anything to the contrary in this Agreement, Expertos en Marca may, in its sole discretion and without notice, temporarily suspend or permanently terminate Customer’s and any other Authorized User’s access to any portion or all of the Services for no reason or for any reason, including but not limited to if: (i) Expertos en Marca reasonably determines that (A) there is a threat or attack on any of the Expertos en Marca IP; (B) Customer’s or any other Authorized User’s use of the Expertos en Marca IP disrupts or poses a security risk to the Expertos en Marca IP or to any other customer or vendor of Expertos en Marca; (C) Customer or any other Authorized User is using the Expertos en Marca IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Expertos en Marca’s provision of the Services to Customer or any other Authorized User is prohibited by applicable law; (ii) any vendor of Expertos en Marca has suspended or terminated Expertos en Marca’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5.

(i) Changes to the Services. We may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

(j) Disputes with Other Users. You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Expertos en Marca shall have no liability for your interactions with other Users, or for any User’s action or inaction.

  1. Intellectual Property Rights

(a) Customer Property. We claim no ownership rights over Customer Content created by you. The Customer Content you create remains yours.

Expertos en Marca has the right (but not the obligation) in its sole discretion to remove any Customer Content that is shared via the Services. By submitting, posting, displaying, providing, or otherwise making available any Customer Content on or through the Services, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Expertos en Marca a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such Customer Content and your name, voice, and/or likeness as contained in your Customer Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Services and Expertos en Marca’s (and its successors’ and affiliates’) business, including without limitation in connection with modifying, improving, and enhancing artificial intelligence models, as well as promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels.

In connection with your Customer Content, you affirm, represent, warrant and covenant the following: (i) You have the written consent of each and every identifiable natural person in the Customer Content, if any, to use such person’s name or likeness in the manner contemplated by the Services and this Agreement, and each such person has released you from any liability that may arise in relation to such use; (ii) You have obtained and are solely responsible for obtaining all consents as may be required by law to post any Customer Content relating to third parties; (iii) Your Customer Content and Expertos en Marca’s use thereof as contemplated by this Agreement and the Services will not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights; (iv) Expertos en Marca may exercise the rights to your Customer Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any collective bargaining agreement or otherwise; and (v) You will not post: nudity or other sexually suggestive content; hate speech, credible threats or direct attacks on an individual or group; content that contains self-harm or excessive violence; fake or impostor profiles; content for dissemination in electoral campaigns; content that encourages violence, terrorism, or other serious harm; illegal content or content in furtherance of illegal activities; malicious programs or code; any person’s personal information without their consent; and/or spam, machine-generated content, or bulk unsolicited messages.

Expertos en Marca takes no responsibility and assumes no liability for any Customer Content that you or any other User or third-party posts, sends, or otherwise makes available over the Services. You shall be solely responsible for your Customer Content and the consequences of posting, publishing it, sharing it, or otherwise making it available on the Services, and you agree that we are only acting as a passive conduit for your online distribution and publication of your Customer Content. You understand and agree that you may be exposed to Customer Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose, and you agree that Expertos en Marca shall not be liable for any damages you allege to incur as a result of or relating to any Customer Content.

(b) Expertos en Marca Property. Expertos en Marca IP and all Intellectual Property Rights related thereto are the exclusive property of Expertos en Marca and its licensors (including other Users who post content to the Services). Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Expertos en Marca IP. Use of the Expertos en Marca IP for any purpose not expressly permitted by this Agreement is strictly prohibited. For the avoidance of doubt, Expertos en Marca IP, Aggregated Statistics and any other information, data, or other content derived from Expertos en Marca’s monitoring of your access to or use of the Services but does not include Customer Content. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to Expertos en Marca an assignment of all right, title, and interest in and to the Aggregated Statistics, including all Intellectual Property Rights relating thereto.

You may choose to, or we may invite you to submit Feedback. By submitting any Feedback, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Expertos en Marca under any fiduciary or other obligation, and that we are free to use the Feedback without any additional compensation to you, and/or to disclose the Feedback on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Expertos en Marca does not waive any rights to use similar or related ideas previously known to Expertos en Marca, or developed by its employees, or obtained from sources other than you. If you or any of your employees, contractors, or agents sends or transmits Feedback, we are free to use such Feedback irrespective of any other obligation or limitation between you and us governing such Feedback. All Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and shall cause your Authorized Users to assign, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

(c) DMCA Notice. Since we respect artist and content owner rights, it is Expertos en Marca’s policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 (“DMCA”).

If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Services, please notify Expertos en Marca’s copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, you must provide the following information in writing: 1. An electronic or physical signature of a person authorized to act on behalf of the copyright owner; 2. Identification of the copyrighted work that you claim has been infringed; 3. Identification of the material that is claimed to be infringing and where it is located on the Services; 4. Information reasonably sufficient to permit Expertos en Marca to contact you, such as your address, telephone number, and, e-mail address; 5. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and 6. A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.

The above information must be submitted to the following DMCA Agent: Attn: Legal Department, Expertos en Marca, Inc. Address: Calle 5 #35 -113 Medellín Colombia. Email: legal@ExpertosenMarca.com

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

Please note that this procedure is exclusively for notifying Expertos en Marca and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Expertos en Marca’s rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable law, Expertos en Marca has adopted a policy of terminating, in appropriate circumstances, Users who are deemed to be repeat infringers. Expertos en Marca may also at its sole discretion limit access to the Services and/or terminate the User Accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

  1. Customer Responsibilities

(a) Acceptable Use Policy. The Services may not be used for any of the following prohibited activities (collectively, the “AUP”): (i) copying, distributing, selling, reselling, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the Expertos en Marca servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser (except that Expertos en Marca grants the operators of public search engines revocable permission to use spiders to copy publicly available materials from the Services for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information or other personal information, including account names, from the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein.

You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on www.Expertos en Marca.ai from time to time, including the AUP.

(b) Account Use. You are responsible and liable for all uses of the Services and Documentation resulting from access provided by you, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, you are responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by you will be deemed a breach of this Agreement by you. You shall use reasonable efforts to make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services and shall cause Authorized Users to comply with such provisions.

(c) Passwords and Access Credentials. You are responsible for keeping your passwords and access credentials associated with the Services confidential. You will not sell or transfer them to any other person or entity. You will promptly notify us about any unauthorized access to your passwords or access credentials.

(d) Third-Party Products. The Services may permit access to Third-Party Products. For purposes of this Agreement, such Third-Party Products are subject to their own terms and conditions presented to you for acceptance within the Services by website link or otherwise. If you do not agree to abide by the applicable terms for any such Third-Party Products, then you should not install, access, or use such Third-Party Products. Expertos en Marca does not endorse or assume any responsibility for any such Third-Party Products. If you access a Third-Party Product from the Services or share your Customer Content on or through any third-party website or service, you do so at your own risk, and you understand that this Agreement and Expertos en Marca’s Privacy Policy do not apply to your use of such sites. You expressly relieve Expertos en Marca from any and all liability arising from your use of any Third-Party Products Third-Party Products, including without limitation Customer Content submitted by other Users. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Expertos en Marca shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

  1. Fees and Payment

(a) Billing Policies. Certain aspects of the Services may be provided for a fee or other charge. If you elect to use paid aspects of the Services, you agree to our Pricing and Payment Terms available at www.Expertos en Marca.ai/pricing, as we may update them from time to time. Expertos en Marca may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our Pricing and Payment Terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.

(b) No Refunds. You may cancel your Customer Account at any time; however, there are no refunds for cancellation. In the event that Expertos en Marca suspends or terminates your Customer Account or this Agreement, you understand and agree that you shall receive no refund or exchange for any unused time on a subscription, any license or subscription fees for any portion of the Services, any content or data associated with your Customer Account, or for anything else.

(c) Free Trials. We or our third-party service providers may offer free trials to a particular Service. We or our third-party service provider will automatically bill your payment method on the later of the day your free trial ends or the day you start your paid subscription, and on each recurring billing date thereafter, subject to Section 5(d). You will not receive a notice that your free trial has ended and that payment for your subscription is due. If you wish to avoid charges to your payment method, you must cancel your subscription prior to midnight Pacific Standard Time on the last day of your free trial period. If you cancel your subscription during a free trial, cancellation may be effective immediately.

(d) Automatic Renewal of Subscription Fees. IF YOU SIGN UP FOR A SUBSCRIPTION, THE CORRESPONDING FEES AT THE RATE AS SET FORTH IN YOUR USER ACCOUNT AND/OR ON THE CHECKOUT PAGE WILL AUTOMATICALLY RENEW EVERY MONTH ON A CONTINUOUS BASIS UNLESS AND UNTIL YOU NOTIFY US THAT YOU WANT TO CANCEL YOUR SUBSCRIPTION. ANY NOTICE OF CANCELLATION MUST BE SUBMITTED ON YOUR SETTINGS PAGE OR IN WRITING AND SENT TO MARKETING@EXPERTOSENMARCA.COM AND WILL BE EFFECTIVE IN THE MONTH FOLLOWING THE MONTH YOU PROVIDE US NOTICE. YOU UNDERSTAND THAT UNLESS AND UNTIL YOU NOTIFY US OF YOUR CANCELLATION, YOUR SUBSCRIPTION AND ALL CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND YOU AUTHORIZE US OR OUR AUTHORIZED THIRD-PARTY PAYMENT PROVIDER (WITHOUT NOTICE TO YOU, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE YOU THE APPLICABLE SUBSCRIPTION FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD WE HAVE ON RECORD FOR YOU.

(e) Risk of Loss. All products that may be purchased from or via the Services are transported and delivered to you by an independent carrier not affiliated with, or controlled by, Expertos en Marca. Title to products purchased on the Services, as well as the risk of loss for such products, passes to you when Expertos en Marca or our supplier delivers these items to the carrier.

(f) Payment Information; Taxes. We accept various payment methods through Stripe, including, without limitation, Mastercard, Visa, and American Express. By using the Services, you agree to be bound by Stripe’s Services Agreement available at https://stripe.com/us/legal. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

  1. Confidential Information

From time to time, Expertos en Marca and Customer may disclose or make available to the other party Confidential Information. The receiving party shall not disclose the disclosing party’s Confidential Information to any person or entity, except to the receiving party’s employees who have a need to know the Confidential Information for the receiving party to exercise its rights or perform its obligations hereunder and who are required to protect the Confidential Information in a manner no less stringent than required under this Agreement. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (i) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made a reasonable effort to obtain a protective order; or (ii) to establish a party’s rights under this Agreement, including to make required court filings. Each party’s obligations of non-disclosure with regard to Confidential Information are effective as of the date such Confidential Information is first disclosed to the receiving party and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

Expertos en Marca cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

  1. Privacy Policy

Expertos en Marca complies with its Privacy Policy in providing the Services. The Privacy Policy is subject to change as described therein. By accessing, using, and providing information to or through the Services, you acknowledge that you have reviewed and accepted our Privacy Policy, and you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy.

  1. Warranty Disclaimer

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM EXPERTOS EN MARCA OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, EXPERTOS EN MARCA, ITS SUBSIDIARIES, ITS AFFILIATES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT RESULTING FROM, OR DOWNLOADED OR OTHERWISE OBTAINED THROUGH, THE USE OF THE SERVICES IS DOWNLOADED AND USED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY LIABILITY ARISING THEREFROM TO THE EXTENT NOT EXPRESSLY SET FORTH OTHERWISE HEREIN, INCLUDING ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICES.

FURTHER, EXPERTOS EN MARCA DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR ANY HYPERLINKED WEBSITE OR SERVICE, AND EXPERTOS EN MARCA WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

FEDERAL LAW, SOME STATES, PROVINCES AND OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION AND LIMITATIONS OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS AND EXCLUSIONS UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

  1. Indemnification

Customer shall defend, indemnify and hold harmless Expertos en Marca and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Customer or Customer’s Authorized Users’ use of and access to the Services, including any data or content transmitted or received by Customer or Customer’s Authorized Users; (ii) Customer or Customer’s Authorized Users’ violation of any term of this Agreement, including without limitation Customer or Customer’s Authorized Users’ breach of any of the representations and warranties above; (iii) Customer or Customer’s Authorized Users’ violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (iv) Customer or Customer’s Authorized Users’ violation of any applicable law, rule or regulation; (v) Customer Content or any content that is submitted via Customer or Customer’s Authorized Users’ User Account including without limitation misleading, false, or inaccurate information; (vi) Customer or Customer’s Authorized Users’ wilful misconduct; or (vii) any other party’s access and use of the Services with Customer or Customer’s Authorized Users’ unique username, password or other appropriate security code.

  1. Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EXPERTOS EN MARCA BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER EXPERTOS EN MARCA WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. UNDER NO CIRCUMSTANCES WILL EXPERTOS EN MARCA BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPERTOS EN MARCA ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) CUSTOMER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

IN NO EVENT WILL EXPERTOS EN MARCA, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO EXPERTOS EN MARCA UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $50.00, WHICHEVER IS GREATER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF EXPERTOS EN MARCA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

  1. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

(a) Governing Law. You agree that: (i) the Services shall be deemed solely based in Delaware; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than Delaware. This Agreement shall be governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) (“FAA”) governs the interpretation and enforcement of the Arbitration Agreement in Section 11(b) and pre-empts all state laws to the fullest extent permitted by law. If the FAA is found to not apply to any issue that arises from or relates to the Arbitration Agreement, then that issue shall be resolved under and governed by the law of your state of residence. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Delaware for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Delaware is the proper and exclusive forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

(b) Arbitration. Read this Section carefully because it requires the parties to arbitrate their disputes and limits the manner in which you can seek relief from Expertos en Marca. This Arbitration Agreement applies to and governs any dispute, controversy, or claim between you and Expertos en Marca that arises out of or relates to, directly or indirectly: (a) this Agreement, including the formation, existence, breach, termination, enforcement, interpretation, validity, or enforceability thereof; (b) access to or use of the Services, including receipt of any advertising or marketing communications; (c) any transactions through, by, or using the Services; or (d) any other aspect of your relationship or transactions with Expertos en Marca, directly or indirectly, as a consumer (“Claim” or collectively, “Claims”). The Arbitration Agreement shall apply, without limitation, to all Claims that arose or were asserted before or after your agreement to this Agreement.

If you are a new Expertos en Marca user, you can reject and opt-out of this Arbitration Agreement within 30 days of accepting this Agreement by emailing Expertos en Marca at MARKETING@EXPERTOSENMARCA.COM with your first and last name and stating your intent to opt-out of the Arbitration Agreement. Note that opting out of this Arbitration Agreement does not affect any other part of this Agreement, including the provisions regarding controlling law or in which courts any disputes must be brought.

For any Claim, you agree to first contact us at MARKETING@EXPERTOSENMARCA.COM and attempt to resolve the dispute with us informally. In the unlikely event that Expertos en Marca has not been able to resolve a Claim after sixty (60) days, we each agree to resolve any Claim exclusively through binding arbitration by AAA before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as provided herein. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement shall control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in the U.S. County where you live or Delaware, unless you and Expertos en Marca agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) AAA may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from AAA; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. You and Expertos en Marca agree that the Arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Agreement, any provision of the Agreement, is unconscionable or illusory and any defence to arbitration, including waiver, delay, laches, unconscionability, or estoppel.

Nothing in this Section shall be deemed as: preventing Expertos en Marca from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights; or preventing you from asserting claims in small claims court, if your claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

If this Arbitration Agreement is found to be void, unenforceable, or unlawful, in whole or in part, the void, unenforceable, or unlawful provision, in whole or in part, shall be severed. Severance of the void, unenforceable, or unlawful provision, in whole or in part, shall have no impact on the remaining provisions of the Arbitration Agreement, which shall remain in force, or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement. Notwithstanding the foregoing, if the Class Action/Jury Trial Waiver is found to be void, unenforceable, or unlawful, in whole or in part, because it would prevent you from seeking public injunctive relief, then any dispute regarding the entitlement to such relief (and only that relief) must be severed from arbitration and may be litigated in a civil court of competent jurisdiction. All other claims for relief subject to arbitration under this Arbitration Agreement shall be arbitrated under its terms, and the parties agree that litigation of any dispute regarding the entitlement to public injunctive relief shall be stayed pending the outcome of any individual claims in arbitration.

(c) Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AND EXPERTOS EN MARCA AGREE THAT THE ARBITRATOR MAY AWARD RELIEF ONLY TO AN INDIVIDUAL CLAIMANT AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF ON YOUR INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED MAY NOT AFFECT OTHER EXPERTOS EN MARCA USERS. YOU AND EXPERTOS EN MARCA FURTHER AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND EXPERTOS EN MARCA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO BRING, JOIN, OR PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AS A PLAINTIFF OR CLASS MEMBER.

  1. Miscellaneous

(a) Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Expertos en Marca in connection with the Services, shall constitute the entire agreement between you and Expertos en Marca concerning the Services. Except as otherwise stated in Section 11(b), if any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.

(b) Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time, and that modified terms become effective on posting. We will notify you of material modifications through direct email or visible banner in the Services. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Services after the effective date of the modifications will be deemed acceptance of the modified terms. Expertos en Marca will provide at least 30 days’ advance notice of changes to any service level that Expertos en Marca reasonably anticipates may result in a material reduction in quality or services.

(c) Export Regulation. The Services utilize software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Services or the software or technology included in the Services to, or make the Services or the software or technology included in the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Services or the software or technology included in the Services available outside the US.

(d) US Government Rights. Each of the software components that constitute the Services, and the Documentation is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Services and Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defence and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors

(e) No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Expertos en Marca’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches.

(f) Notices. Unless otherwise provided for in this Agreement, any notices to us must be sent to our corporate headquarters at 3001 Bee Caves Road, Suite 100 B, Rollingwood, TX 78746 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. Expertos en Marca may provide notifications, whether such notifications are required by law or are for marketing or other business-related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Expertos en Marca in our sole discretion. Expertos en Marca reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Expertos en Marca is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing.

(g) Assignment. This Agreement, and any rights and licenses granted hereunder, is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.

Please contact us at legal@ExpertosenMarca.com with any questions regarding this Agreement

Effective July 11, 2023

This Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your information when You use the Service and tells You about Your privacy rights and how the law protects You.

We use Your Personal data to provide and improve the Service. By using the Service, you agree to the collection and use of information in accordance with this Privacy Policy.

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

  1. ‍Definitions.

‍For the purposes of this Privacy Policy:

(a) “Account” means a unique account created for You to access our Service or parts of our Service.

(b) ‍“Business”, for the purpose of the CCPA (California Consumer Privacy Act), means the Company as the legal entity that collects Consumers’ personal information and determines the purposes and means of the processing of Consumers’ personal information, or on behalf of which such information is collected and that alone, or jointly with others, determines the purposes and means of the processing of consumers’ personal information, that does business in the State of California.

(c) “Company” (referred to herein as either the «Company», «We», «Us» or «Our») means Expertos en Marca AI, Inc., a Delaware corporation with offices at CALLE 5 A # 35 113 – Medellin Colombia. For the purpose of the GDPR, the Company is the Data Controller.

(d) ‍ “Consumer”, for the purpose of the CCPA (California Consumer Privacy Act), means a natural person who is a California resident. A resident, as defined in the law, includes (1) every individual who is in the USA for other than a temporary or transitory purpose, and (2) every individual who is domiciled in the USA who is outside the USA for a temporary or transitory purpose.

(e) “Cookies” means small files that are placed on Your computer, mobile device or any other device by a website, containing the details of Your browsing history on that website among its many uses.

(f) “Data Controller”, for the purposes of the GDPR (General Data Protection Regulation), means the Company as the legal person which alone or jointly with others determines the purposes and means of the processing of Personal Data.

(g) “Device” means any electronic device that can access the Service such as a computer, a cell phone or a digital tablet.

(h) “Do Not Track (DNT)” means a concept that has been promoted by US regulatory authorities, in particular the U.S. Federal Trade Commission (FTC), for the Internet industry to develop and implement a mechanism for allowing internet users to control the tracking of their online activities across websites.

(i) “Personal Data” means any information that relates to an identified or identifiable individual. For the purposes for GDPR, Personal Data means any information relating to You such as a name, an identification number, location data, online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity. For the purposes of the CCPA, Personal Data means any information that identifies, relates to, describes or is capable of being associated with, or could reasonably be linked, directly or indirectly, with You.

(j) ‍“Sale”, for the purpose of the CCPA (California Consumer Privacy Act), means selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a Consumer’s personal information to another business or a third party for monetary or other valuable consideration.

(k) “Service” means the online and/or mobile services, web site, and software provided on or in connection with the service provided by Expertos en Marca under this Agreement and as detailed on Expertos en Marca’s website at www.Expertos en Marca.ai.

(l) ‍ “Service Provider” means any natural or legal person who processes the data on behalf of the Company. It refers to third-party companies or individuals employed by the Company to facilitate the Service, to provide the Service on behalf of the Company, to perform services related to the Service or to assist the Company in analysing how the Service is used. For the purpose of the GDPR, Service Providers are considered Data Processors.

(m) ‍ “Third-party Social Media Service” means any website or any social network website through which a User can log in or create an account to use the Service.

(n) ‍ “Usage Data” means data collected automatically, either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).

(o) ‍ “Website” means https://www.ExpertosenMarca.com/

(p) ‍ “You” means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable. Under GDPR (General Data Protection Regulation), You can be referred to as the Data Subject or as the User as you are the individual using the Service.

  1. Collecting and Using Your Personal Data

(a) Personal Data

While using Our Service, we may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally identifiable information may include, but is not limited to:

  • Email address
  • First name and last name
  • Phone number
  • Address, State, Province, ZIP/Postal code, City
  • Usage Data

(b) Usage Data

Usage Data is collected automatically when using the Service.

Usage Data may include information such as Your Device’s Internet Protocol address (e.g., IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.

When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.

We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.

(c) Information from Third-Party Social Media Services

The Company allows You to create an account and log in to use the Service through the following Third-party Social Media Services:

  • Google
  • Facebook
  • Microsoft

If You decide to register through or otherwise grant us access to a Third-Party Social Media Service, we may collect Personal data that is already associated with Your Third-Party Social Media Service’s account, such as Your name, your email address, your activities or Your contact list associated with that account.

You may also have the option of sharing additional information with the Company through Your Third-Party Social Media Service’s account. If You choose to provide such information and Personal Data, during registration or otherwise, you are giving the Company permission to use, share, and store it in a manner consistent with this Privacy Policy.

(d) Tracking Technologies and Cookies

We use Cookies and similar tracking technologies to track the activity on Our Service and store certain information. Tracking technologies used are beacons, tags, and scripts to collect and track information and to improve and analyse Our Service. The technologies We use may include:

  • ‍Cookies or Browser Cookies. A cookie is a small file placed on Your Device. You can instruct Your browser to refuse all Cookies or to indicate when a Cookie is being sent. However, if You do not accept Cookies, you may not be able to use some parts of our Service. Unless you have adjusted Your browser setting so that it will refuse Cookies, our Service may use Cookies.
  • Flash Cookies. Certain features of our Service may use local stored objects (or Flash Cookies) to collect and store information about Your preferences or Your activity on our Service. Flash Cookies are not managed by the same browser settings as those used for Browser Cookies. For more information on how You can delete Flash Cookies, please read «Where can I change the settings for disabling or deleting local shared objects?» available at https://helpx.adobe.com/flash-player/kb/disable-local-shared-objects-flash.html#main_Where_can_I_change_the_settings_for_disabling__or_deleting_local_shared_objects_.
  • Web Beacons. Certain sections of our Service and our emails may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit the Company, for example, to count users who have visited those pages or opened an email and for other related website statistics (for example, recording the popularity of a certain section and verifying system and server integrity).

Cookies can be «Persistent» or «Session» Cookies. Persistent Cookies remain on Your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close Your web browser. Learn more about cookies: What Are Cookies?

We use both Session and Persistent Cookies for the purposes set out below:

  1. Necessary / Essential Cookies
  • Type: Session Cookies
  • Administered by: Us
  • Purpose: These Cookies are essential to provide You with services available through the Website and to enable You to use some of its features. They help to authenticate users and prevent fraudulent use of user accounts. Without these Cookies, the services that You have asked for cannot be provided, and We only use these Cookies to provide You with those services.
  1. ‍Cookies Policy / Notice Acceptance Cookies
  • Type: Persistent Cookies
  • Administered by: Us
  • Purpose: These Cookies identify if users have accepted the use of cookies on the Website.

iii. ‍Functionality Cookies

  • Type: Persistent Cookies
  • Administered by: Us
  • Purpose: These Cookies allow us to remember choices You make when You use the Website, such as remembering your login details or language preference. The purpose of these Cookies is to provide You with a more personal experience and to avoid You having to re-enter your preferences every time You use the Website.
  1. Tracking and Performance Cookies
  • Type: Persistent Cookies
  • Administered by: Third Parties
  • Purpose: These Cookies are used to track information about traffic to the Website and how users use the Website. The information gathered via these Cookies may directly or indirectly identify you as an individual visitor. This is because the information collected is typically linked to a pseudonymous identifier associated with the device you use to access the Website. We may also use these Cookies to test new pages, features or new functionality of the Website to see how our users react to them.
  1. ‍Targeting and Advertising Cookies
  • Type: Persistent Cookies
  • Administered by: Third Parties
  • Purpose: These Cookies track your browsing habits to enable Us to show advertising which is more likely to be of interest to You. These Cookies use information about your browsing history to group You with other users who have similar interests. Based on that information, and with Our permission, third party advertisers can place Cookies to enable them to show adverts which We think will be relevant to your interests while You are on third party websites.

For more information about the cookies, we use and your choices regarding cookies, please visit our Cookies Policy or the Cookies section of our Privacy Policy.

(e) Use of Your Personal Data

The Company may use Personal Data for the following purposes:

  1. To provide and maintain our Service, including to monitor the usage of our Service.
  2. To manage Your Account: to manage Your registration as a user of the Service. The Personal Data You provide can give You access to different functionalities of the Service that are available to You as a registered user.

iii. For the performance of a contract: the development, compliance and undertaking of the purchase contract for the products, items or services You have purchased or of any other contract with Us through the Service.

  1. To contact You: To contact You by email, telephone calls, SMS, or other equivalent forms of electronic communication, such as a mobile application’s push notifications regarding updates or informative communications related to the functionalities, products or contracted services, including the security updates, when necessary or reasonable for their implementation.
  2. To provide You with news, special offers and general information about other goods, services and events which we offer that are similar to those that you have already purchased or enquired about unless You have opted not to receive such information.
  3. To manage Your requests: To attend and manage Your requests to Us.

vii. To deliver targeted advertising to You: We may use Your information to develop and display content and advertising (and work with third-party vendors who do so) tailored to Your interests and/or location and to measure its effectiveness.

viii. For business transfers: We may use Your information to evaluate or conduct a merger, divestiture, restructuring, reorganization, dissolution, or other sale or transfer of some or all of Our assets, whether as a going concern or as part of bankruptcy, liquidation, or similar proceeding, in which Personal Data held by Us about our Service users is among the assets transferred.

  1. For other purposes: We may use Your information for other purposes, such as data analysis, identifying usage trends, determining the effectiveness of our promotional campaigns and to evaluate and improve our Service, products, services, marketing and your experience.

We may share Your personal information in the following situations:

  1. With Service Providers: We may share Your personal information with Service Providers to monitor and analyse the use of our Service, to show advertisements to You to help support and maintain Our Service, to advertise on third party websites to You after You visited our Service, for payment processing, to contact You.
  2. For business transfers: We may share or transfer Your personal information in connection with, or during negotiations of, any merger, sale of Company assets, financing, or acquisition of all or a portion of Our business to another company.

iii. With Affiliates: We may share Your information with Our affiliates, in which case we will require those affiliates to honour this Privacy Policy. Affiliates include Our parent company and any other subsidiaries, joint venture partners or other companies that We control or that are under common control with Us.

  1. With business partners: We may share Your information with Our business partners to offer You certain products, services or promotions.
  2. With other users: when You share personal information or otherwise interact in the public areas with other users, such information may be viewed by all users and may be publicly distributed outside. If You interact with other users or register through a Third-Party Social Media Service, your contacts on the Third-Party Social Media Service may see Your name, profile, pictures and description of Your activity. Similarly, other users will be able to view descriptions of Your activity, communicate with You and view Your profile.
  3. With Your consent: We may disclose Your personal information for any other purpose with Your consent.

(f) ‍Retention of Your Personal Data

The Company will retain Your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use Your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.

The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.

(g) ‍Transfer of Your Personal Data

Your information, including Personal Data, is processed at the Company’s operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.

‍Your consent to this Privacy Policy followed by Your submission of such information represents Your agreement to that transfer.

‍The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy and no transfer of Your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of Your data and other personal information.

(h) ‍Disclosure of Your Personal Data

  1. ‍Business Transactions

If the Company is involved in a merger, acquisition or asset sale, Your Personal Data may be transferred. We will provide notice before Your Personal Data is transferred and becomes subject to a different Privacy Policy.

  1. ‍Law enforcement

Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g., a court or a government agency).

iii. ‍Other legal requirements

The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:

  • Comply with a legal obligation
  • Protect and defend the rights or property of the Company
  • Prevent or investigate possible wrongdoing in connection with the Service
  • Protect the personal safety of Users of the Service or the public
  • Protect against legal liability

(i) ‍Security of Your Personal Data

The security of Your Personal Data is important to Us but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, we cannot guarantee its absolute security.

  1. Detailed Information on the Processing of Your Personal Data

The Service Providers We use may have access to Your Personal Data. These third-party vendors collect, store, use, process and transfer information about Your activity on Our Service in accordance with their Privacy Policies.

(a) ‍Analytics

We may use third-party Service providers to monitor and analyse the use of our Service.

  1. Google Analytics
  • Google Analytics is a web analytics service offered by Google that tracks and reports website traffic. Google uses the data collected to track and monitor the use of our Service. This data is shared with other Google services. Google may use the collected data to contextualize and personalize the ads of its own advertising network.
  • You can opt-out of having made your activity on the Service available to Google Analytics by installing the Google Analytics opt-out browser add-on. The add-on prevents the Google Analytics JavaScript (ga.js, analytics.js and dc.js) from sharing information with Google Analytics about visits activity.
  • For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy
  1. Firebase
  • Firebase is an analytics service provided by Google Inc.
  • You may opt-out of certain Firebase features through your mobile device settings, such as your device advertising settings or by following the instructions provided by Google in their Privacy Policy: https://policies.google.com/privacy
  • We also encourage you to review the Google’s policy for safeguarding your data: https://support.google.com/analytics/answer/6004245
  • For more information on what type of information Firebase collects, please visit the How Google uses data when you use our partners’ sites or apps webpage: https://policies.google.com/technologies/partner-sites

iii. Mixpanel

  • Mixpanel is provided by Mixpanel Inc.
  • You can prevent Mixpanel from using your information for analytics purposes by opting out. To opt-out of Mixpanel service, please visit this page: https://mixpanel.com/optout/.
  • For more information on what type of information Mixpanel collects, please visit the Terms of Use page of Mixpanel: https://mixpanel.com/terms/
  1. Amplitude
  • Their Privacy Policy can be viewed at https://amplitude.com/amplitude-security-and-privacy

(b) ‍Advertising

We may use Service Providers to show advertisements to You to help support and maintain Our Service.

  1. Google AdSense & DoubleClick Cookie
  • Google, as a third-party vendor, uses cookies to serve ads on our Service. Google’s use of the DoubleClick cookie enables it and its partners to serve ads to our users based on their visit to our Service or other websites on the Internet.
  • You may opt out of the use of the DoubleClick Cookie for interest-based advertising by visiting the Google Ads Settings web page: http://www.google.com/ads/preferences/
  1. Facebook
  • Their Privacy Policy can be viewed at https://www.facebook.com/policy.php

iii. Linkedin

  • Their Privacy Policy can be viewed at https://www.linkedin.com/legal/ads-policy

(c) ‍Email Marketing

We may use Your Personal Data to contact You with newsletters, marketing or promotional materials and other information that may be of interest to You. You may opt-out of receiving any, or all, of these communications from Us by following the unsubscribe link or instructions provided in any email We send or by contacting Us.

‍We may use Email Marketing Service Providers to manage and send emails to You.

  1. User
  • Their Privacy Policy can be viewed at https://user.com/en/privacy-policy/

(d) Payments

We may provide paid products and/or services within the Service. In that case, we may use third-party services for payment processing (e.g., payment processors).

‍We will not store or collect Your payment card details. That information is provided directly to Our third-party payment processors whose use of Your personal information is governed by their Privacy Policy. These payment processors adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, Mastercard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of payment information.

  1. Stripe
  • Their Privacy Policy can be viewed at https://stripe.com/us/privacy

(e) ‍Behavioural Remarketing

The Company uses remarketing services to advertise to You after You accessed or visited our Service. We and our third-party vendors use cookies and non-cookie technologies to help Us recognize Your Device and understand how You use our Service so that We can improve our Service to reflect Your interests and serve You advertisements that are likely to be of more interest to You.

These third-party vendors collect, store, use, process and transfer information about Your activity on Our Service in accordance with their Privacy Policies and to enable Us to:

  • Measure and analyse traffic and browsing activity on Our Service
  • Show advertisements for our products and/or services to You on third-party websites or apps
  • Measure and analyse the performance of Our advertising campaigns

‍Some of these third-party vendors may use non-cookie technologies that may not be impacted by browser settings that block cookies. Your browser may not permit You to block such technologies. You can use the following third-party tools to decline the collection and use of information for the purpose of serving You interest-based advertising:

  • The NAI’s opt-out platform: http://www.networkadvertising.org/choices/
  • The EDAA’s opt-out platform http://www.youronlinechoices.com/
  • The DAA’s opt-out platform: http://optout.aboutads.info/?c=2⟨=EN

You may opt-out of all personalized advertising by enabling privacy features on Your mobile device such as Limit Ad Tracking (iOS) and opt Out of Ads Personalization (Android). See Your mobile device Help system for more information.

‍We may share information, such as hashed email addresses (if available) or other online identifiers collected on Our Service with these third-party vendors. This allows Our third-party vendors to recognize and deliver You ads across devices and browsers. To read more about the technologies used by these third-party vendors and their cross-device capabilities please refer to the Privacy Policy of each vendor listed below.

The third-party vendors we use are:

  1. ‍Google Ads (AdWords)
  • Google Ads (AdWords) remarketing service is provided by Google Inc.
  • You can opt-out of Google Analytics for Display Advertising and customise the Google Display Network ads by visiting the Google Ads Settings page: http://www.google.com/settings/ads
  • Google also recommends installing the Google Analytics Opt-out Browser Add-on – https://tools.google.com/dlpage/gaoptout – for your web browser. Google Analytics Opt-out Browser Add-on provides visitors with the ability to prevent their data from being collected and used by Google Analytics.
  • For more information on the privacy practices of Google, please visit the Google Privacy & Terms web page: https://policies.google.com/privacy
  1. Twitter
  • Twitter remarketing service is provided by Twitter Inc.
  • You can opt-out from Twitter’s interest-based ads by following their instructions: https://support.twitter.com/articles/20170405
  • You can learn more about the privacy practices and policies of Twitter by visiting their Privacy Policy page: https://twitter.com/privacy

iii. Facebook

  • Facebook remarketing service is provided by Facebook Inc.
  • You can learn more about interest-based advertising from Facebook by visiting this page: https://www.facebook.com/help/164968693837950
  • To opt-out from Facebook’s interest-based ads, follow these instructions from Facebook: https://www.facebook.com/help/568137493302217
  • Facebook adheres to the Self-Regulatory Principles for Online Behavioural Advertising established by the Digital Advertising Alliance. You can also opt-out from Facebook and other participating companies through the Digital Advertising Alliance in the USA http://www.aboutads.info/choices/, the Digital Advertising Alliance of Canada in Canada http://youradchoices.ca/ or the European Interactive Digital Advertising Alliance in Europe http://www.youronlinechoices.eu/ or opt-out using your mobile device settings.‍
  • For more information on the privacy practices of Facebook, please visit Facebook’s Data Policy: https://www.facebook.com/privacy/explanation
  1. ‍GDPR Privacy

(a) ‍Legal Basis for Processing Personal Data under GDPR

We may process Personal Data under the following conditions:

  • Consent: You have given Your consent for processing Personal Data for one or more specific purposes.
  • Performance of a contract: Provision of Personal Data is necessary for the performance of an agreement with You and/or for any pre-contractual obligations thereof.
  • Legal obligations: Processing Personal Data is necessary for compliance with a legal obligation to which the Company is subject.
  • Vital interests: Processing Personal Data is necessary in order to protect Your vital interests or of another natural person.
  • Public interests: Processing Personal Data is related to a task that is carried out in the public interest or in the exercise of official authority vested in the Company.
  • Legitimate interests: Processing Personal Data is necessary for the purposes of the legitimate interests pursued by the Company.

In any case, the Company will gladly help to clarify the specific legal basis that applies to the processing, and in particular whether the provision of Personal Data is a statutory or contractual requirement, or a requirement necessary to enter into a contract.

(b) ‍Your Rights under the GDPR

The Company undertakes to respect the confidentiality of Your Personal Data and to guarantee You can exercise Your rights.

‍You have the right under this Privacy Policy, and by law if You are within the EU, to:

  • Request access to Your Personal Data. The right to access, update or delete the information We have on You. Whenever made possible, you can access, update or request deletion of Your Personal Data directly within Your account settings section. If you are unable to perform these actions yourself, please contact Us to assist You. This also enables You to receive a copy of the Personal Data We hold about You.
  • Request correction of the Personal Data that We hold about You. You have the right to have any incomplete or inaccurate information We hold about You corrected.
  • Object to processing of Your Personal Data. This right exists where We are relying on a legitimate interest as the legal basis for Our processing and there is something about Your particular situation, which makes You want to object to our processing of Your Personal Data on this ground. You also have the right to object where We are processing Your Personal Data for direct marketing purposes.
  • Request erasure of Your Personal Data. You have the right to ask Us to delete or remove Personal Data when there is no good reason for Us to continue processing it.
  • Request the transfer of Your Personal Data. We will provide to You, or to a third-party You have chosen, Your Personal Data in a structured, commonly used, machine-readable format. Please note that this right only applies to automated information which You initially provided consent for Us to use or where We used the information to perform a contract with You.
  • Withdraw Your consent. You have the right to withdraw Your consent on using your Personal Data. If You withdraw Your consent, we may not be able to provide You with access to certain specific functionalities of the Service.

(c) ‍Exercising of Your GDPR Data Protection Rights

You may exercise Your rights of access, rectification, cancellation, and opposition by contacting Us. Please note that we may ask You to verify Your identity before responding to such requests. If You make a request, we will try our best to respond to You as soon as possible.

You have the right to complain to a Data Protection Authority about Our collection and use of Your Personal Data. For more information, if You are in the European Economic Area (EEA), please contact Your local data protection authority in the EEA.

  1. ‍CCPA Privacy

This privacy notice section for California residents supplements the information contained in Our Privacy Policy and it applies solely to all visitors, users, and others who reside in the State of California.

(a) ‍Categories of Personal Information Collected

We collect information that identifies, relates to, describes, references, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or Device. The following is a list of categories of personal information which we may collect or may have been collected from California residents within the last twelve (12) months.

Please note that the categories and examples provided in the list below are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact collected by Us but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been collected. For example, certain categories of personal information would only be collected if You provided such personal information directly to Us.

  1. Category A: Identifiers.
  • Examples: A real name, alias, postal address, unique personal identifier, online identifier, Internet Protocol address, email address, account name, driver’s license number, passport number, or other similar identifiers.
  • Collected: Yes.
  1. Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e)).
  • Examples: A name, signature, Social Security number, physical characteristics or description, address, telephone number, passport number, driver’s license or state identification card number, insurance policy number, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information, medical information, or health insurance information. Some personal information included in this category may overlap with other categories.
  • Collected: Yes.

iii. Category C: Protected classification characteristics under California or federal law.

  • Examples: Age (40 years or older), race, colour, ancestry, national origin, citizenship, religion or creed, marital status, medical condition, physical or mental disability, sex (including gender, gender identity, gender expression, pregnancy or childbirth and related medical conditions), sexual orientation, veteran or military status, genetic information (including familial genetic information).
  • Collected: No.‍
  1. Category D: Commercial information.
  • Examples: Records and history of products or services purchased or considered.
  • Collected: Yes.‍
  1. Category E: Biometric information.
  • Examples: Genetic, physiological, behavioural, and biological characteristics, or activity patterns used to extract a template or other identifier or identifying information, such as, fingerprints, faceprints, and voiceprints, iris or retina scans, keystroke, gait, or other physical patterns, and sleep, health, or exercise data.
  • Collected: No.
  1. Category F: Internet or other similar network activity.
  • Examples: Interaction with our Service or advertisement.
  • Collected: Yes.

vii. Category G: Geolocation data.

  • Examples: Approximate physical location.
  • Collected: No.

viii. Category H: Sensory data.

  • Examples: Audio, electronic, visual, thermal, olfactory, or similar information.
  • Collected: No.
  1. Category I: Professional or employment-related information.
  • Examples: Current or past job history or performance evaluations.
  • Collected: No.
  1. Category J: Non-public education information (per the Family Educational Rights and Privacy Act (20 U.S.C. Section 1232g, 34 C.F.R. Part 99)).
  • Examples: Education records directly related to a student maintained by an educational institution or party acting on its behalf, such as grades, transcripts, class lists, student schedules, student identification codes, student financial information, or student disciplinary records.
  • Collected: No.
  1. Category K: Inferences drawn from other personal information.
  • Examples: Profile reflecting a person’s preferences, characteristics, psychological trends, predispositions, behaviour, attitudes, intelligence, abilities, and aptitudes.
  • Collected: No.

Under CCPA, personal information does not include:

  • Publicly available information from government records
  • Deidentified or aggregated consumer information
  • Information excluded from the CCPA’s scope, such as:
  • Health or medical information covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA) or clinical trial data.
  • Personal Information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act (FRCA), the Gramm-Leach-Bliley Act (GLBA) or California Financial Information Privacy Act (FIPA), and the Driver’s Privacy Protection Act of 1994.

(b) ‍Sources of Personal Information

We obtain the categories of personal information listed above from the following categories of sources:

  • ‍Directly from You. For example, from the forms You complete on our Service, preferences You express or provide through our Service, or from Your purchases on our Service.
  • Indirectly from You. For example, from observing Your activity on our Service.
  • Automatically from You. For example, through cookies We or our Service Providers set on Your Device as You navigate through our Service.
  • From Service Providers. For example, third-party vendors to monitor and analyse the use of our Service, third-party vendors to provide advertising on our Service, third-party vendors to deliver targeted advertising to You, third-party vendors for payment processing, or other third-party vendors that We use to provide the Service to You.

(c) ‍Use of Personal Information for Business Purposes or Commercial Purposes

We may use or disclose personal information We collect for «business purposes» or «commercial purposes» (as defined under the CCPA), which may include the following examples:

  • To operate our Service and provide You with our Service.
  • To provide You with support and to respond to Your inquiries, including to investigate and address Your concerns and monitor and improve our Service.
  • To fulfil or meet the reason You provided the information. For example, if You share Your contact information to ask a question about our Service, we will use that personal information to respond to Your inquiry. If You provide Your personal information to purchase a product or service, we will use that information to process Your payment and facilitate delivery.
  • To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
  • As described to You when collecting Your personal information or as otherwise set forth in the CCPA.
  • For internal administrative and auditing purposes.
  • To detect security incidents and protect against malicious, deceptive, fraudulent or illegal activity, including, when necessary, to prosecute those responsible for such activities.

‍Please note that the examples provided above are illustrative and not intended to be exhaustive. For more details on how we use this information, please refer to the «Use of Your Personal Data» section.

‍If We decide to collect additional categories of personal information or use the personal information We collected for materially different, unrelated, or incompatible purposes We will update this Privacy Policy.

(d) ‍Disclosure of Personal Information for Business Purposes or Commercial Purposes

We may use or disclose and may have used or disclosed in the last twelve (12) months the following categories of personal information for business or commercial purposes:

  • Category A: Identifiers
  • Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e))
  • Category D: Commercial information
  • Category F: Internet or other similar network activity

Please note that the categories listed above are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact disclosed but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been disclosed.

‍When We disclose personal information for a business purpose or a commercial purpose, we enter a contract that describes the purpose and requires the recipient to both keep that personal information confidential and not use it for any purpose except performing the contract.

(e) ‍Sale of Personal Information

As defined in the CCPA, «sell» and «sale» mean selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer’s personal information by the business to a third party for valuable consideration. This means that We may have received some kind of benefit in return for sharing personal information, but not necessarily a monetary benefit.

‍Please note that the categories listed below are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact sold but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been shared for value in return.

‍We may sell and may have sold in the last twelve (12) months the following categories of personal information:

  • Category A: Identifiers
  • Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e))
  • Category D: Commercial information
  • Category F: Internet or other similar network activity
  1. Share of Personal Information

We may share Your personal information identified in the above categories with the following categories of third parties:

  • Service Providers
  • Payment processors
  • Our affiliates
  • Our business partners
  • Third party vendors to whom You or Your agents authorize Us to disclose Your personal information in connection with products or services We provide to You

(a) Sale of Personal Information of Minors Under 16 Years of Age

We do not sell the personal information of Consumers We actually know are less than 16 years of age, unless We receive affirmative authorization (the «right to opt-in») from either the Consumer who is between 13 and 16 years of age, or the parent or guardian of a Consumer less than 13 years of age. Consumers who opt-in to the sale of personal information may opt-out of future sales at any time. To exercise the right to opt-out, you (or your authorized representative) may submit a request to Us by contacting Us.

‍If You have reason to believe that a child under the age of 13 (or 16) has provided Us with personal information, please contact Us with sufficient detail to enable Us to delete that information.

(b) ‍Your Rights under the CCPA

The CCPA provides California residents with specific rights regarding their personal information. If You are a resident of California, you have the following rights:

  • The right to notice. You have the right to be notified which categories of Personal Data are being collected and the purposes for which the Personal Data is being used.
  • The right to request. Under CCPA, you have the right to request that We disclose information to You about Our collection, use, sale, disclosure for business purposes and share of personal information. Once We receive and confirm Your request, we will disclose to You:

o the categories of personal information We collected about You

o the categories of sources for the personal information We collected about You

o Our business or commercial purpose for collecting or selling that personal information

o the categories of third parties with whom We share that personal information

o the specific pieces of personal information We collected about You

o If we sold Your personal information or disclosed Your personal information for a business purpose, we will disclose to You:

  • The categories of personal information categories sold
  • The categories of personal information categories disclosed
  • ‍The right to say no to the sale of Personal Data (opt-out). You have the right to direct Us to not sell Your personal information. To submit an opt-out request please contact Us.‍
  • The right to delete Personal Data. You have the right to request the deletion of Your Personal Data, subject to certain exceptions. Once We receive and confirm Your request, we will delete (and direct Our Service Providers to delete) Your personal information from our records, unless an exception applies. We may deny Your deletion request if retaining the information is necessary for Us or Our Service Providers to:

o Complete the transaction for which We collected the personal information, provide a good or service that You requested, take actions reasonably anticipated within the context of our ongoing business relationship with You, or otherwise perform our contract with You.

o Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.

o Debug products to identify and repair errors that impair existing intended functionality.

o Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.

o Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 et. seq.).

o Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information’s deletion may likely render impossible or seriously impair the research’s achievement, if You previously provided informed consent.

o Enable solely internal uses that are reasonably aligned with consumer expectations based on Your relationship with Us.

o Comply with a legal obligation.

o Make other internal and lawful uses of that information that are compatible with the context in which You provided it.

  • The right not to be discriminated against. You have the right not to be discriminated against for exercising any of Your consumer’s rights, including by:

o Denying goods or services to You

o Charging different prices or rates for goods or services, including the use of discounts or other benefits or imposing penalties

o Providing a different level or quality of goods or services to You

o Suggesting that You will receive a different price or rate for goods or services or a different level or quality of goods or services

(c) ‍Exercising Your CCPA Data Protection Rights

In order to exercise any of Your rights under the CCPA, and if You are a California resident, you can contact Us:

  • By email: marketing@ExpertosenMarca.com

Only You, or a person registered with the California Secretary of State that You authorize to act on Your behalf, may make a verifiable request related to Your personal information.

Your request to Us must:

  • Provide sufficient information that allows Us to reasonably verify You are the person about whom We collected personal information or an authorized representative
  • Describe Your request with sufficient detail that allows Us to properly understand, evaluate, and respond to it

We cannot respond to Your request or provide You with the required information if we cannot:

  • Verify Your identity or authority to make the request
  • And confirm that the personal information relates to You

We will disclose and deliver the required information free of charge within 45 days of receiving Your verifiable request. The time period to provide the required information may be extended once by an additional 45 days when reasonably necessary and with prior notice.

Any disclosures We provide will only cover the 12-month period preceding the verifiable request’s receipt.

For data portability requests, we will select a format to provide Your personal information that is readily useable and should allow You to transmit the information from one entity to another entity without hindrance.

(d) ‍Do Not Sell My Personal Information

You have the right to opt-out of the sale of Your personal information. Once We receive and confirm a verifiable consumer request from You, we will stop selling Your personal information. To exercise Your right to opt-out, please contact Us.

The Service Providers we partner with (for example, our analytics or advertising partners) may use technology on the Service that sells personal information as defined by the CCPA law. If you wish to opt out of the use of Your personal information for interest-based advertising purposes and these potential sales as defined under CCPA law, you may do so by following the instructions below.

Please note that any opt out is specific to the browser You use. You may need to opt out on every browser that You use.

  1. ‍Website

You can opt out of receiving ads that are personalized as served by our Service Providers by following our instructions presented on the Service:

  • The NAI’s opt-out platform: http://www.networkadvertising.org/choices/
  • The EDAA’s opt-out platform http://www.youronlinechoices.com/
  • The DAA’s opt-out platform: http://optout.aboutads.info/?c=2⟨=EN

The opt out will place a cookie on Your computer that is unique to the browser You use to opt out. If you change browsers or delete the cookies saved by your browser, you will need to opt out again.

  1. Mobile Devices

Your mobile device may give You the ability to opt out of the use of information about the apps You use in order to serve You ads that are targeted to Your interests:

  • «opt out of Interest-Based Ads» or «opt out of Ads Personalization» on Android devices
  • «Limit Ad Tracking» on iOS devices

You can also stop the collection of location information from Your mobile device by changing the preferences on Your mobile device.

(e) ‍»Do Not Track» Policy as Required by California Online Privacy Protection Act (CalOPPA)

Our Service does not respond to Do Not Track signals.

However, some third-party websites do keep track of Your browsing activities. If You are visiting such websites, you can set Your preferences in Your web browser to inform websites that You do not want to be tracked. You can enable or disable DNT by visiting the preferences or settings page of Your web browser.

(f) ‍Your California Privacy Rights (California’s Shine the Light law)

Under California Civil Code Section 1798 (California’s Shine the Light law), California residents with an established business relationship with us can request information once a year about sharing their Personal Data with third parties for the third parties’ direct marketing purposes.

If you’d like to request more information under the California Shine the Light law, and if You are a California resident, you can contact Us using the contact information provided below.

(g) ‍California Privacy Rights for Minor Users (California Business and Professions Code Section 22581)

California Business and Professions Code section 22581 allow California residents under the age of 18 who are registered users of online sites, services or applications to request and obtain removal of content or information they have publicly posted.

To request removal of such data, and if You are a California resident, you can contact Us using the contact information provided below and include the email address associated with Your account.

Be aware that Your request does not guarantee complete or comprehensive removal of content or information posted online and that the law may not permit or require removal in certain circumstances.

  1. Miscellaneous

(a) ‍Links to Other Websites

Our Service may contain links to other websites that are not operated by Us. If You click on a third-party link, you will be directed to that third party’s site. We strongly advise You to review the Privacy Policy of every site You visit.

We have no control over and assume no responsibility for the content, privacy policies or practices of any third-party sites or services.

(b) ‍Changes to this Privacy Policy

We may update Our Privacy Policy from time to time. We will notify You of any changes by posting the new Privacy Policy on this page.

We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the «Last updated» date at the top of this Privacy Policy.

You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.

(c) ‍Contact Information

If you have any questions about this Privacy Policy, you can contact us by email: marketing@ExpertosenMarca.com

This SOFTWARE AS A SERVICE AGREEMENT (the “Agreement”) is entered into as of the Effective Date, by and between you (the “Customer”) and Expertos en Marca, Inc. (“Expertos en Marca”) a Delaware corporation with offices at 3001 Bee Caves Road, Suite 100 B, Rollingwood, TX 78746. Expertos en Marca and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”

The Parties agree as follows:

  1. Definitions

“Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.

“Beta Services” means the features and/or functionality of the Services that may be made available to Customer to try at its option at no additional charge and which are clearly designated as beta, pilot, limited release, non-production, early access, evaluation, labs or by a similar description.

“Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Expertos en Marca’s Confidential Information shall include the Expertos en Marca Property and the terms of all Order Forms. Notwithstanding the foregoing, Confidential Information shall not include any information that the Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

“Customer Property” means (i) the Input, (ii) the Output, and (iii) any content (including text, images, illustrations, charts, tables, and other materials) and any Customer and/or User Personal Data supplied by Customer to Expertos en Marca, either directly through the Service or indirectly through the integration with a Third Party Product.

“Documentation” means all documentation and other instructional material made available by Expertos en Marca regarding the use of the Services.

“Effective Date” means the effective date of the applicable Order Form you have signed with Expertos en Marca.

“Input” means the information Customer, or its Users input via prompts into the Services.

“Expertos en Marca Property” means (i) the Services, (ii) the Documentation, and (iii) all content and other materials and software supplied by Expertos en Marca in connection with, or used by Expertos en Marca in providing, any Services. For the avoidance of doubt, Expertos en Marca Property shall not be deemed to include the Output.

“Order Form” means an ordering document for Services purchased from Expertos en Marca that has been executed hereunder by the Parties and that references this Agreement.

“Output” means the output generated and returned by the Services based on the Input. For the avoidance of doubt, the Output shall not be deemed to include Expertos en Marca Property.

“Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person.

“Processing/to Process/Processed” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, or erasure or destruction.

“Sub processor” means any third-party data processor engaged by Expertos en Marca, including Expertos en Marca’s Affiliates, which receives Customer Property from Expertos en Marca for Processing on behalf of Customer and in accordance with Customer’s instructions (as communicated by Expertos en Marca) and the terms of its written subcontract.

“Services” means the software services and platform provided by Expertos en Marca, including (i) the web and other user interfaces, applications, and software provided to Users, and (ii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing. For the avoidance of doubt, Services shall not be deemed to include the Output.

“Subscription Term” means the subscription period set forth in the applicable Order Form during which Expertos en Marca agrees to provide the Services to Customer.

“Third Party Products” means certain third-party applications, systems, or services used by Customer, but not supplied by Expertos en Marca, that are designed to interoperate with the Services (for example, third-party ticketing and email services from which the Services can import Customer Property).

“Users” means all users that are authorized to access Customer’s account on the Services.

  1. Services
    1. Provision of Services. Subject to the payment of all applicable Fees and for the applicable Subscription Term, Expertos en Marca hereby grants to Customer a non-sublicensable, non-transferable, non-exclusive right to access and use the Services in accordance with the terms and conditions of this Agreement and the applicable Order Form.
    2. Platform Guidelines. Customer hereby acknowledges that it will at all times comply with, and ensure that all of its Users comply with, the platform guidelines available at www.ExpertosenMarca.com /legal/platform-guidelines, which are incorporated by reference herein (the “Platform Guidelines”).
  2. Fees and Payment
    1. Fees. Customer will pay Expertos en Marca all fees specified in or otherwise incurred pursuant to an Order Form (“Fees”) in accordance with this Section 3 and the applicable Order Form. If Customer adds additional Services during a Subscription Term (a “Subscription Upgrade”), any incremental Fees associated with such Subscription Upgrade will be prorated over the remaining period of the then-current Subscription Term and charged to Customer and due and payable in accordance with Section 3(b). In addition, unless otherwise set forth in an Order Form, Customer will be deemed to have executed a Subscription Upgrade with Expertos en Marca if its usage of the Services exceeds the previously purchased usage levels. In any renewal Subscription Term of such Order Form, the Fees will reflect any such Subscription Upgrades. Fees are quoted and payable in United States dollars. Payment obligations are non-cancellable, and Fees paid are non-refundable, except as otherwise expressly set forth in this Agreement.
    2. Invoices and Payment. By providing a credit card or other payment method accepted by Expertos en Marca (“Payment Method”) for the Services, Customer agrees that Expertos en Marca is authorized to charge to the elected Payment Method all applicable Fees when due, and any other charges Customer may incur in connection with Customer’s use of the Services. For all purchased Services, the Payment Method will be charged on a monthly basis or at the interval indicated in the applicable Order Form. If Expertos en Marca does not collect a Payment Method from Customer at the time of purchase, Expertos en Marca will invoice Customer for the charges at the email address on file with Expertos en Marca. Customer will pay all invoiced amounts within thirty (30) calendar days of the invoice date. Unless otherwise specified in an Order Form, Customer will pay all Fees on an annual, prepaid basis. Overdue invoices are subject to a finance charge of 1.5% per month or the maximum permitted by law, whichever is lower, plus all expenses of collection.
    3. Taxes. Customer is solely responsible for the payment of all taxes, assessments, tariffs, duties, or other fees imposed, assessed, or collected by or under the authority of any governmental body arising from Expertos en Marca’s provision of the Services hereunder (collectively, “Taxes”), except any taxes assessed upon Expertos en Marca’s net income. If Expertos en Marca is required to directly pay Taxes related to Customer’s use or receipt of any Services, Customer agrees to promptly reimburse Expertos en Marca for any amounts paid by Expertos en Marca.
    4. Credits. Expertos en Marca may, at its sole discretion, choose to offer credits for the Services in various ways, including but not limited to, coupons, promotional campaigns, and referrals for Expertos en Marca’s services such as training. Expertos en Marca reserves the right to award credits at its sole discretion. Credits have no monetary or cash value and can only be used by Customer to offset Customer’s subsequent payments of Fees for the Services. Credits may only be applied to Fees due for the Services specifically identified by Expertos en Marca when issuing the credit. Credits can only be used by Customer and are non-transferable. To the extent that Customer has been awarded credits, unless the instrument (including any coupon) states an earlier expiration date, credits shall expire and no longer be redeemable twelve (12) months from the date the credit was issued.
    5. Free Trials. Expertos en Marca or its third-party service providers may offer free trials to a particular Service. Expertos en Marca or its third-party service provider may automatically bill Customer’s payment method on the later of the day Customer’s free trial ends or the day Customer starts its paid subscription, and on each recurring billing date thereafter, subject to Section 3(f). Customer may not receive a notice that its free trial has ended and that payment for its subscription is due. If Customer wishes to avoid charges to its payment method, Customer must cancel its subscription prior to midnight Pacific Standard Time on the last day of its free trial period. If Customer cancels its subscription during a free trial, cancellation may be effective immediately.
    6. Automatic Renewal of Subscription Fees. IF CUSTOMER SIGNS UP FOR A SUBSCRIPTION, THE CORRESPONDING FEES AT THE RATE AS SET FORTH IN CUSTOMER’S USER ACCOUNT AND/OR ON THE CHECKOUT PAGE WILL AUTOMATICALLY RENEW EVERY MONTH ON A CONTINUOUS BASIS UNLESS AND UNTIL CUSTOMER NOTIFIES EXPERTOS EN MARCA THAT IT WANTS TO CANCEL ITS SUBSCRIPTION. ANY NOTICE OF CANCELLATION MUST BE SUBMITTED ON CUSTOMER’S SETTINGS PAGE OR IN WRITING AND SENT TO HEY@EXPERTOSENMARCA.COM AND WILL BE EFFECTIVE IN THE MONTH FOLLOWING THE MONTH CUSTOMER PROVIDES EXPERTOS EN MARCA NOTICE. CUSTOMER UNDERSTANDS THAT UNLESS AND UNTIL IT NOTIFIES EXPERTOS EN MARCA OF CUSTOMER’S CANCELLATION, CUSTOMER’S SUBSCRIPTION AND ALL CORRESPONDING FEES WILL AUTOMATICALLY RENEW, AND IT AUTHORIZES EXPERTOS EN MARCA OR EXPERTOS EN MARCA’S AUTHORIZED THIRD-PARTY PAYMENT PROVIDER (WITHOUT NOTICE TO CUSTOMER, UNLESS REQUIRED BY APPLICABLE LAW) TO CHARGE CUSTOMER THE APPLICABLE SUBSCRIPTION FEES AND ANY TAXES, USING ANY ELIGIBLE PAYMENT METHOD EXPERTOS EN MARCA HAS ON RECORD FOR CUSTOMER.
  3. Intellectual Property Ownership
    1. Customer Property. As between Customer and Expertos en Marca, Customer retains all rights, title, and interest in and to the Customer Property, including all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to the Customer Property. Except as expressly set out in this Agreement, no right, title, or license under any Customer Property is granted to Expertos en Marca or implied hereby, and for any Customer Property that is licensed to Expertos en Marca, no title or ownership rights are transferred to Expertos en Marca with such license.
    2. Expertos en Marca Property. As between Expertos en Marca and Customer, Expertos en Marca retains all right, title, and interest in and to the Expertos en Marca Property, including all patent, copyright, trade secret, trademark, or other intellectual property rights embodied in or related to the Expertos en Marca Property. Except as expressly set out in this Agreement, no right, title, or license under any Expertos en Marca Property is granted to Customer or implied hereby, and for any Expertos en Marca Property that is licensed to Customer, no title or ownership rights are transferred to Customer with such license.
    3. Licenses to Expertos en Marca. Customer hereby grants Expertos en Marca a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement or to ), and royalty-free license to access and use the Customer Property made available to Expertos en Marca or any of its Affiliates, solely as necessary for Expertos en Marca to (i) provide the Services to Customer pursuant to this Agreement, and (ii) train the artificial intelligence models developed by Expertos en Marca and its third-party service providers to provide the Services, including sharing select portions of Customer Property to third-party contractors (subject to confidentiality and security obligations at least as restrictive as this Agreement, with Expertos en Marca being responsible for all actions and omissions of such contractors), provided, however, that such Customer Property used for this purpose must be aggregated and de-identified so that it cannot identify Customer or its Users. Additionally, Customer grants Expertos en Marca a non-exclusive, revocable license to use Customer’s trademarks and logos to identify Customer as a subscriber of the Services; provided that, Customer may revoke such consent at any time in its sole discretion. By submitting to Expertos en Marca any unsolicited suggestions, enhancement requests, comments, feedback, or other input relating to the Services («Feedback»), Customer and its Users (as applicable) grant to Expertos en Marca a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate such Feedback into the Services in any manner.
  4. Data Privacy and Security
    1. Hosting and Processing. Unless otherwise specifically agreed to in writing by Expertos en Marca, Customer Property may be hosted by Expertos en Marca or its Affiliates, or their respective authorized third-party service providers, in the United States, the European Economic Area (“EEA”), or the United Kingdom.
    2. Transfer of Personal Data. To the extent that Personal Data within the Customer Property originates from a User or End-User in the EEA, as further described in the DPA, Expertos en Marca will ensure that, pursuant to (i) the EU Regulation 2016/679 and any applicable national laws made under it; and (ii) the Swiss Federal Act of 19 June 1992 on Data Protection (as may be amended or superseded), if Personal Data within Customer Property is transferred to a country or territory outside of the EEA (a “non-EEA country”), then such transfer will only take place if: (i) the non-EEA country in question ensures an adequate level of data protection based on a decision by the European Commission; (ii) one of the conditions listed in Article 46 or 49 of the GDPR (or its equivalent under any successor legislation) is satisfied; or (iii) the Personal Data is transferred on the basis of standard contractual clauses.
    3. Data Processing Agreement. The Data Processing Agreement with Expertos en Marca (“DPA”) is accessible for review at ExpertosenMarca.com /legal/dpa. Upon execution of an Order Form by Customer, the DPA shall be fully incorporated by reference in, and become a part of, this Agreement.
    4. Sub processors. Customer acknowledges and agrees that Expertos en Marca may use Sub processors, who may access Customer Property, to provide, secure and improve the Services. Expertos en Marca shall be responsible for the acts and omissions of its Sub processors to the same extent that Expertos en Marca would be responsible if Expertos en Marca was performing the services of each Sub processor directly under the terms of this Agreement. A list of all Sub processors can be found here: https://www.ExpertosenMarca.com /legal/sub-processors.
    5. In-Product Cookies. Whenever Customers or Users interact with the Services, Expertos en Marca uses First Party Cookies to collect information to ensure Customers and Users can securely, quickly and reliably use the Services, and Expertos en Marca’s In-Product Cookie Policy applies. When Expertos en Marca collects this information, it only uses this data to (i) provide the Services, or (ii) in aggregate form, and not in a manner that would identify the Customers or Users personally.
    6. Information Security Requirements. Expertos en Marca will maintain an information security program (including the adoption and enforcement of internal policies and procedures) designed to (a) secure the Services and Customer Property against accidental or unlawful loss, access, or disclosure, (b) identify reasonably foreseeable and internal risks to security and unauthorized access, and (c) minimize security risks, including through risk assessment and regular testing. As part of this information security program, Expertos en Marca shall implement the security measures available at www.ExpertosenMarca.com /legal/security.
  5. Confidentiality
    1. Confidentiality. During the term of this Agreement and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of a like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party with Disclosing Party’s consent or to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this Agreement and who are bound by written agreements requiring the protection of such Confidential Information. This Section 6 shall supersede any non-disclosure agreement by and between Customer and Expertos en Marca entered prior to the Effective Date that would purport to address the confidentiality of Confidential Information and such agreement shall have no further force or effect with respect to either Party’s Confidential Information.
    2. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
    3. Return of Confidential Information. At any time upon the request of the Disclosing Party, the Receiving Party will destroy all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, (x) Expertos en Marca, as Receiving Party, shall not be required to delete any Customer Confidential Information that is licensed to Expertos en Marca pursuant to Section 4(c)(ii) so long as it is aggregated and de-identified so that it cannot identify Customer or its Users; and (y) the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this Agreement, so long as it remains undeleted.
    4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 6, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.
  6. Warranties; Disclaimers
    1. Mutual Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.
    2. Expertos en Marca Warranties. Expertos en Marca warrants to Customer that the Services purchased by Customer will, in all material respects, perform in accordance with the applicable portions of the Documentation. This warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Customer or any of its Users, or arising from Customer’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported operating environment or manner, or that arises from Customer’s or any third party’s software or systems (including Third Party Products).
    3. Customer Warranties. Customer warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party.
    4. Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (1) THE SERVICES ARE PROVIDED “AS-IS”; (2) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (3) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND (4) EXPERTOS EN MARCA’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. IN ADDITION, EXPERTOS EN MARCA DOES NOT GUARANTEE THERE WILL BE NO LOSS OR CORRUPTION OF CUSTOMER PROPERTY STORED BY EXPERTOS EN MARCA. CUSTOMER AGREES TO MAINTAIN A COMPLETE AND ACCURATE COPY OF ALL CUSTOMER PROPERTY IN A LOCATION INDEPENDENT OF THE SERVICES.
    5. Beta Services. Expertos en Marca may make Beta Services available to Customer at no charge, and Customer may choose to try such Beta Services at its sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms that will be presented to Customer. Beta Services are not considered “Services” under this Agreement for purposes of Section 7 (Warranties; Disclaimer) and Sections 8(a) (Indemnification by Expertos en Marca); however, all restrictions, Expertos en Marca’s reservation of rights, Customer’s obligations concerning the Services, and Customer’s use of any Third Party Products shall apply equally to Customer’s use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date otherwise specified in writing by Expertos en Marca. Expertos en Marca may discontinue Beta Services at any time in its sole discretion and may never make them generally available. Beta Services are provided “AS IS» with no express or implied warranty and are outside the scope of Expertos en Marca’s indemnification obligations.
  7. Indemnification
    1. Indemnification by Expertos en Marca. Expertos en Marca shall indemnify, defend, and hold harmless Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses (collectively, “Losses”), suffered or incurred by any Customer Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the Services in accordance with the terms and conditions of this Agreement infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that any portion of the Services is likely to, in Expertos en Marca’s sole opinion, or does become the subject of an Infringement Claim, Expertos en Marca may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and any outstanding Order Forms and refund to Customer prepaid unused Fees for the infringing items. Expertos en Marca shall have no liability for any Infringement Claim to the extent arising from: (1) Customer’s use or supply to Expertos en Marca of any Customer Property; (2) use of the Services in combination with any software, hardware, network, or system not supplied by Expertos en Marca if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by Expertos en Marca); (4) the Output; or (5) Customer’s violation of applicable law or third party rights.
    2. Indemnification by Customer. Customer shall indemnify, defend, and hold harmless Expertos en Marca, its employees, directors and officers (the “Expertos en Marca Indemnified Parties”) from and against any and all Losses, suffered or incurred by any Expertos en Marca Indemnified Party, arising from any Third Party Claim against a Expertos en Marca Indemnified Party (i) alleging that any Customer Property or Customer’s use of the Services beyond the license granted in this Agreement infringes, violates or misappropriates any patent, copyright, trademark or trade secret right of any third party or (ii) arising from Customer’s breach of the Platform Guidelines.
    3. Indemnification Conditions. The Parties’ obligations under this Section 8 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 8, (ii) giving the indemnifying party sole control of the defence or settlement of the claim, and (iii) cooperating in the investigation and defence of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party without the prior express written consent of the indemnified party, which shall not be unreasonably withheld. The rights and remedies set forth in this Section 8 are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third-Party Claim.
  8. Limitation of Liability
    1. Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE, OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT.
    2. Cap on Monetary Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND AMOUNTS ACCRUED BUT NOT YET PAID FROM CUSTOMER HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
    3. Exceptions. The exclusions and limitations in Section 9(a) and 9(b) do not apply to (i) the Parties’ obligations under Section 6 (Confidentiality) or Section 8 (Indemnification), (ii) liability for gross negligence or wilful misconduct, or (iii) liability for Customer’s (1) breach of its payment obligations hereunder, (2) use of the Services in violation of this Agreement, or (3) infringement of Expertos en Marca’s intellectual property rights in the Services.
  9. Term and Termination
    1. Term of Agreement. This Agreement commences on the Effective Date and shall remain in effect until terminated in accordance with Section 10(c).
    2. Term of Subscriptions. Customer’s access to the purchased Services shall commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified on such Order Form. At the expiration of each Subscription Term, the Subscription Term for all purchased Services will automatically renew for the same period as the renewing Subscription Term, unless either Party elects to not renew by notifying the other Party in writing at least 60 days before such renewal (or at any time before the renewal date, if the expiring Order Form provides for a month-to-month subscription). Except as otherwise specified in a written notice sent to Customer at least 60 days prior to a renewal (or 30 days, if the expiring Order Form provides for a month-to-month subscription), Expertos en Marca’s per-unit pricing for any renewal Subscription Term shall not increase by more than the greater of (i) five percent (5%) or (ii) the increase in the Consumer Price Index (CPI), in each case, over the renewing Subscription Term. Any introductory or temporary discount offered in a previous Subscription Term does not apply for a renewal Subscription Term. For the avoidance of doubt, the foregoing caps on price increases shall not apply to renewals in which a Customer is transitioning from a month-to-month subscription to a longer subscription.
    3. Termination. Either Party may terminate this Agreement and/or any Order Form by providing written notice to the other Party in the event the other Party materially breaches any of its duties, obligations or responsibilities under this Agreement and fails to: (i) cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or (ii) if the breaching Party is incapable of curing such breach within thirty (30) days, provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan. In addition, a Party may terminate this Agreement by providing written notice to the other Party if there are no Order Forms in effect for more than thirty (30) days, continuously.
    4. Effect of Termination. Expiration or termination of one Order Form shall not affect any other Order Form. In the event of termination of this Agreement, Customer shall cease all use of the Services.
    5. Surviving Provisions. The following provisions shall survive the termination or expiration of this Agreement for any reason and shall remain in effect after any such termination or expiration: Sections 1, 3, 4, 6, 7(d), 8, 9, 10(d), 10(e), 11, and the Platform Guidelines. Termination or expiration of this Agreement shall not affect any obligation accrued or arising prior to such termination or expiration.
  10. Miscellaneous
    1. Relationship. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, and Expertos en Marca will be considered an independent contractor when performing any Services hereunder.
    2. Entire Understanding. This Agreement (including the DPA (if applicable), the Platform Guidelines, the Information Security Requirements, and Order Forms, which are incorporated herein by reference) constitutes the entire agreement between the Parties as to its subject matter and supersedes all prior proposals, marketing materials, negotiations, and other written or oral communications between the Parties with respect to the subject matter of this Agreement. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Order Form, the terms of such Order Form shall prevail. Notwithstanding any language to the contrary therein, all terms and conditions stated in any Customer purchase order or in any other ordering documentation (excluding Order Forms) are hereby rejected. Such terms will not be deemed incorporated into or form any part of this Agreement, and all such terms or conditions are null and void.
    3. Modification; Waiver. Except for Expertos en Marca’s modification or update of the Documentation or the Service, or any policies as necessary to comply with applicable law, rules, and regulations, no modification of this Agreement, and no waiver of any breach of this Agreement or right under this Agreement, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties.
    4. Governing Law; Venue. The parties hereto agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity hereof or thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by final and binding arbitration in Austin, Texas (except for an action for interim equitable relief otherwise permitted under this Agreement and/or unless otherwise agreed by the parties), before a sole arbitrator, in accordance with the laws of the State of Delaware. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final and binding. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.
    5. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party, which consent (1) may not be unreasonably withheld, and (2) will be deemed to have been given if the other Party fails to respond to the requesting Party’s written notice of intent to assign within fourteen (14) days of receipt of such notice; provided, however, a Party may assign this Agreement in its entirety, together with all rights and obligations hereunder, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
    6. Notices. Except for notification methods expressly permitted under the Platform Guidelines, all notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.
    7. Anti-Corruption. Customer acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift, or thing of value from any Expertos en Marca employees, agent or representative in connection with this Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. Customer will promptly notify Expertos en Marca if it offers or receives any such improper payment or transfer in connection with this Agreement.
    8. Force Majeure. Except for the performance of a payment obligation, neither Party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labour disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, epidemics, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control. In the event any of the foregoing events results in Expertos en Marca not being able to provide the Services for a period of more than thirty (30) days, then either Party may terminate the Agreement upon written notice to the other Party.
    9. Export Control. The Service and related technical data and services (collectively, «Controlled Technology») may be subject to the import and export laws of the United States, specifically the U.S. Export Administration Regulations (EAR), and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all applicable export and re-export control laws and regulations and will not export or re-export any Controlled Technology in contravention to U.S. law, nor to any prohibited country, entity, or person for which an export license or other governmental approval is required. All Controlled Technology is generally prohibited for export or re-export to Cuba, North Korea, Iran, Syria, Sudan, and any other country subject to relevant trade sanctions.
    10. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

This END USER LICENSE AGREEMENT (the “Agreement”) is entered into by and between Customer and Expertos en Marca, Inc. (“Expertos en Marca”) a Delaware corporation with offices at Calle 5 # 35 113 Medellín Colombia. “Customer” shall refer to any entity that (1) enters into an Order Form with a third party reseller of the Services (“Reseller”) that references this Agreement, or (2) any entity that has a contractual relationship with a Reseller and authorization to access the Services and (a) clicks «I Accept» button below or (b) otherwise accesses the Services. The date of the first such Order Form, or the date the Customer clicks «I Accept», or the date the Customer first accesses the Services, as applicable, is referred to herein as the “Effective Date.” Customer and Expertos en Marca are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

In consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Definitions

“Affiliate” of a Party means any entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Party. For purposes of this definition, the “control” of an entity means the direct or indirect ownership or control of more than 50% of the voting interests of such entity.

“Authentication Key” means any access key, application key or authentication key necessary for utilizing an Authorized API.

“Authorized API” means the application programming interfaces developed and enabled by Expertos en Marca that permit Customer to access certain functionality provided by the Services.

“Beta Services” means the features and/or functionality of the Services that may be made available to Customer to try at its option at no additional charge and which are clearly designated as beta, pilot, limited release, non-production, early access, evaluation, labs or by a similar description.

“Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is either marked or designated as confidential at the time of disclosure to the Receiving Party, or that a reasonable person should consider confidential or proprietary given the nature of the information and the circumstances under which it is disclosed. Expertos en Marca’s Confidential Information shall include the Expertos en Marca Property. Notwithstanding the foregoing, Confidential Information shall not include any information that the Receiving Party can show: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party; (iii) was independently developed by the Receiving Party without reference to any Confidential Information of the Disclosing Party (excluding patentable subject matter which is not subject to this exclusion); or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

“Customer Property” means (i) the Input, (ii) the Output, and (iii) any content (including text, images, illustrations, charts, tables, and other materials) and any Customer and/or User Personal Data supplied by Customer to Expertos en Marca, either directly through the Service or indirectly through the integration with a Third Party Product.

“Documentation” means all documentation and other instructional material made available by Expertos en Marca regarding the use of the Services.

“Input” means the information Customer, or its Users input via prompts into the Services.

“Expertos en Marca Property” means (i) the Services, (ii) the Documentation, and (iii) all content and other materials and software supplied by Expertos en Marca in connection with, or used by Expertos en Marca in providing, any Services. For the avoidance of doubt, Expertos en Marca Property shall not be deemed to include the Output.

“Order Form” means an ordering document for Services between Reseller and Customer, which has been executed by Reseller and Customer or electronically accepted by Customer.

“Output” means the output generated and returned by the Services based on the Input. For the avoidance of doubt, “Services” shall not be deemed to include the Output.

“Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’) where an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as name, an identification number, location data, an online identifier or to one or more factors specific to their physical, physiological, mental, economic, cultural or social identity of that natural person.

“Processing/to Process/Processed” means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, or erasure or destruction.

“Sub processor” means any third-party data processor engaged by Expertos en Marca, including Expertos en Marca’s Affiliates, which receive Customer Property from Expertos en Marca for Processing on behalf of Customer and in accordance with Customer’s instructions (as communicated by Expertos en Marca) and the terms of its written subcontract.

“Services” means the software services and platform provided by Expertos en Marca, including (i) the web and other user interfaces, applications, and software provided to Users, (ii) the Authorized APIs and (iii) any modifications, updates, derivative works, optional modules, custom or standard enhancements, updates, and upgrades to or of any of the foregoing.

“Subscription Term” means the subscription period set forth in the applicable Order Form during which Expertos en Marca agrees to provide the Services to Customer.

“Third Party Products” means certain third-party applications, systems, or services used by Customer, but not supplied by Expertos en Marca, that are designed to interoperate with the Services (for example, third-party ticketing and email services from which the Services can import Customer Property).

“Users” means all users that are authorized to access Customer’s account on the Services.

  1. Services

(a) Provision of Services. Subject to the payment of all applicable fees to the Reseller and for the applicable Subscription Term, Expertos en Marca hereby grants to Customer a non-sublicensable, non-transferable, non-exclusive right to access and use the Services in accordance with the terms and conditions of this Agreement and the applicable Order Form.

(b) [Intentionally omitted]

(c) Platform Guidelines. Customer hereby acknowledges that it will at all times comply with, and ensure that all of its Users comply with, the platform guidelines set forth in the platform guidelines accessible at www.ExpertosenMarca.com /legal/platform-guidelines (the “Platform Guidelines”).

  1. [Intentionally omitted]
  2. Intellectual Property Ownership

(a) Customer Property. As between Customer and Expertos en Marca, Customer retains all rights, title, and interest in and to the Customer Property, including all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to the Customer Property. Except as expressly set out in this Agreement, no right, title, or license under any Customer Property is granted to Expertos en Marca or implied hereby, and for any Customer Property that is licensed to Expertos en Marca, no title or ownership rights are transferred to Expertos en Marca with such license.

(b) Expertos en Marca Property. As between Expertos en Marca and Customer, Expertos en Marca retains all right, title, and interest in and to the Expertos en Marca Property, including all patent, copyright, trade secret, trademark or other intellectual property rights embodied in or related to the Expertos en Marca Property. Except as expressly set out in this Agreement, no right, title, or license under any Expertos en Marca Property is granted to Customer or implied hereby, and for any Expertos en Marca Property that is licensed to Customer, no title or ownership rights are transferred to Customer with such license.

(c) Licenses to Expertos en Marca. Customer hereby grants Expertos en Marca a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement), and royalty-free license to access and use the Customer Property made available to Expertos en Marca or any of its Affiliates, solely as necessary for Expertos en Marca to (i) provide the Services to Customer pursuant to this Agreement, and (ii) train the artificial intelligence models developed by Expertos en Marca and its third party service providers to provide the Services, provided, however, that such Customer Property used for this purpose must be aggregated and de-identified so that it cannot identify Customer or its Users. Additionally, Customer grants Expertos en Marca a non-exclusive, revocable license to use Customer’s trademarks and logos to identify Customer as a subscriber of the Services; provided that, Customer may revoke such consent at any time in its sole discretion. By submitting to Expertos en Marca any unsolicited suggestions, enhancement requests, comments, feedback or other input relating to the Services («Feedback»), Customer and its Users (as applicable) grant to Expertos en Marca a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate such Feedback into the Services in any manner.

  1. Data Privacy and Security

(a) Hosting and Processing. Unless otherwise specifically agreed to in writing by Expertos en Marca, Customer Property may be hosted by Expertos en Marca or its Affiliates, or their respective authorized third-party service providers, in the United States, the European Economic Area (“EEA”) or the United Kingdom.

(b) Transfer of Personal Data. To the extent that Personal Data within the Customer Property originates from a User or End-User in the EEA, as further described in the DPA, Expertos en Marca will ensure that, pursuant to (i) the EU Regulation 2016/679 and any applicable national laws made under it; and (ii) the Swiss Federal Act of 19 June 1992 on Data Protection (as may be amended or superseded), if Personal Data within Customer Property is transferred to a country or territory outside of the EEA (a “non-EEA country”), then such transfer will only take place if: (i) the non-EEA country in question ensures an adequate level of data protection based on a decision by the European Commission; (ii) one of the conditions listed in Article 46 or 49 of the GDPR (or its equivalent under any successor legislation) is satisfied; or (iii) the Personal Data is transferred on the basis of standard contractual clauses.

(c) Data Processing Agreements. The Data Processing Agreement with Expertos en Marca (“DPA”) can be executed here: ExpertosenMarca.com /legal/dpa. Upon execution by Customer, the DPA shall be hereby incorporated by reference herein and become a part of this Agreement.

(d) Sub processors. Customer acknowledges and agrees that Expertos en Marca may use Sub processors, who may access Customer Property, to provide, secure and improve the Services. Expertos en Marca shall be responsible for the acts and omissions of its Sub processors to the same extent that Expertos en Marca would be responsible if Expertos en Marca was performing the services of each Sub processor directly under the terms of this Agreement. A list of all Sub processors can be found here: https://www.ExpertosenMarca.com /legal/sub-processors.

(e) In-Product Cookies. Whenever Customers or Users interact with the Services, Expertos en Marca uses First Party Cookies to collect information to ensure Customers and Users can securely, quickly and reliably use the Services, and Expertos en Marca’s In-Product Cookie Policy applies. When Expertos en Marca collects this information, it only uses this data to (i) provide the Services, or (ii) in aggregate form, and not in a manner that would identify the Customers or Users personally.

  1. Confidentiality

(a) Confidentiality. During the term of this Agreement and for a period of three (3) years thereafter, each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of a like kind; provided that a Receiving Party may disclose Confidential Information of the Disclosing Party with Disclosing Party’s consent or to its Affiliates, officers, directors, employees, subcontractors, agents or prospective financing sources or acquirers who need to know such information in connection with this Agreement and who are bound by written agreements requiring the protection of such Confidential Information. This Section 6 shall supersede any non-disclosure agreement by and between Customer and Expertos en Marca entered prior to the Effective Date that would purport to address the confidentiality of Confidential Information and such agreement shall have no further force or effect with respect to either Party’s Confidential Information.

(b) Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

(c) Return of Confidential Information. At any time upon the request of the Disclosing Party, the Receiving Party will destroy all Confidential Information of the Disclosing Party, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic form; provided, however, (x) Expertos en Marca, as Receiving Party, shall not be required to delete any Customer Confidential Information that is licensed to Expertos en Marca pursuant to Section 4(c)(ii) so long as it is aggregated and de-identified so that it cannot identify Customer or its Users; and (y) the Receiving Party shall not be required to return or destroy electronic copies that are automatically stored in accordance with Receiving Party’s generally applicable backup policies and which are not reasonably accessible by the Receiving Party (“Backup Media”). All Backup Media shall remain subject to the confidentiality obligations set forth herein, notwithstanding the expiration or termination of this Agreement, so long as it remains undeleted.

(d) Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information in breach of this Section 6, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

  1. Warranties; Disclaimers

(a) Mutual Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.

(b) Expertos en Marca Warranties. Expertos en Marca warrants to Customer that the Services purchased by Customer will, in all material respects, perform in accordance with the applicable portions of the Documentation. This warranty shall not apply to non-conformities, errors, or problems caused by acts within the control of Customer or any of its Users or arising from Customer’s negligence or improper use of the Services, from unauthorized modifications made to the Services, from use of the Services in an unsupported operating environment or manner, or that arises from Customer’s or any third party’s software or systems (including Third Party Products).

(c) Customer Warranties. Customer warrants that it will not use the Services for unlawful purposes or in a manner that infringes or otherwise violates the rights of any third party.

(d) Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BUT EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, (1) THE SERVICES ARE PROVIDED “AS-IS”; (2) NEITHER PARTY MAKES ANY ADDITIONAL WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY OF ANY KIND TO THE OTHER PARTY, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, (3) EACH PARTY HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE, AND (4) EXPERTOS EN MARCA’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN OR PAYING THE COST OF SUPPLYING THE SERVICES AGAIN. IN ADDITION, EXPERTOS EN MARCA DOES NOT GUARANTEE THERE WILL BE NO LOSS OR CORRUPTION OF CUSTOMER PROPERTY STORED BY EXPERTOS EN MARCA. CUSTOMER AGREES TO MAINTAIN A COMPLETE AND ACCURATE COPY OF ALL CUSTOMER PROPERTY IN A LOCATION INDEPENDENT OF THE SERVICES.

(e) Beta Services. Expertos en Marca may make Beta Services available to Customer at no charge, and Customer may choose to try such Beta Services in its sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms that will be presented to Customer. Beta Services are not considered “Services” under this Agreement for purposes of Section 7 (Warranties; Disclaimer) and Sections 8(a) (Indemnification by Expertos en Marca); however, all restrictions, Expertos en Marca’s reservation of rights and Customer’s obligations concerning the Services, and use of any Third-Party Products shall apply equally to Customer’s use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of one year from the trial start date or the date otherwise specified in writing by Expertos en Marca. Expertos en Marca may discontinue Beta Services at any time in its sole discretion and may never make them generally available. Beta Services are provided “AS IS» with no express or implied warranty and are outside the scope of Expertos en Marca’s indemnification obligations.

  1. Indemnification

(a) Indemnification by Expertos en Marca. Expertos en Marca will defend and pay Customer, its employees, directors and officers (the “Customer Indemnified Parties”) from and against any and all costs, damages and expenses (collectively, “Losses”), suffered or incurred by any Customer Indemnified Party, as a result of any claim brought by a third party (“Third Party Claim”) against a Customer Indemnified Party alleging that the Services in accordance with the terms and conditions of this Agreement infringes any patent, copyright, trademark or trade secret right of such third party (an “Infringement Claim”). Without limiting the foregoing, in the event that any portion of the Services is likely to, in Expertos en Marca’s sole opinion, or does become the subject of an Infringement Claim, Expertos en Marca may, at its option and expense: (i) procure for Customer the right to continue using the allegedly infringing item, (ii) substitute a functionally equivalent non-infringing replacement for such item, or (iii) modify such item to make it non-infringing and functionally equivalent, or (iv) terminate the Agreement and refund to Customer prepaid unused fees for the infringing items that Expertos en Marca received from Reseller. Expertos en Marca shall have no liability for any Infringement Claim to the extent arising from (1) Customer’s use or supply to Expertos en Marca of any Customer Property; (2) use of the Services in combination with any software, hardware, network or system not supplied by Expertos en Marca if the alleged infringement relates to such combination; (3) any modification or alteration of the Services (other than by Expertos en Marca); or (4) the Output, or (5) Customer’s violation of applicable law or third party rights.

(b) Indemnification by Customer. Customer will defend and pay Expertos en Marca, its employees, directors and officers (the “Expertos en Marca Indemnified Parties”) from and against any and all Losses, suffered or incurred by any Expertos en Marca Indemnified Party, arising from any Third Party Claim against a Expertos en Marca Indemnified Party (i) alleging that any Customer Property or Customer’s use of the Services beyond the license granted in this Agreement infringes, violates or misappropriates any patent, copyright, trademark, publicity, trade secret or other intellectual property right of any third party or (ii) arising from Customer’s breach of the Platform Guidelines.

(c) Indemnification Conditions. The Parties’ obligations under this Section 8 are contingent upon the indemnified party (i) giving prompt written notice to the indemnifying party of any claim subject to indemnification under this Section 8, (ii) giving the indemnifying party sole control of the defence or settlement of the claim, and (iii) cooperating in the investigation and defence of such claim(s). The indemnifying party shall not settle or consent to an adverse judgment in any such claim that adversely affects the rights or interests of the indemnified party without the prior express written consent of the indemnified party, which shall not be unreasonably withheld. The rights and remedies set forth in this Section 8 are the sole obligations of the indemnifying party and exclusive remedies available to the indemnified party in the event of an applicable Third-Party Claim.

  1. Limitation of Liability

(a) Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS, LOSS OF USE OR DATA, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY LOSS, DAMAGE OR INCONVENIENCE SUFFERED BY THE OTHER PARTY OR BY ANY THIRD PERSON, TO THE EXTENT THAT SUCH LOSS, DAMAGE OR INCONVENIENCE IS CAUSED BY THE FAILURE OF THE OTHER PARTY TO COMPLY WITH ITS OBLIGATIONS UNDER THIS AGREEMENT.

(b) Cap on Monetary Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EXPERTOS EN MARCA’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED THE AMOUNTS ACTUALLY RECEIVED BY EXPERTOS EN MARCA FROM RESELLER IN CONNECTION WITH THE SERVICES SOLD TO CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH SUCH CLAIM OR CAUSE OF ACTION AROSE. THE FOREGOING LIMITATION APPLIES EVEN IF A PARTY’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.

(c) Exceptions. The exclusions and limitations in Section 9(a) and 9(b) do not apply to (i) the Parties’ obligations under Section 6 (Confidentiality) or Section 8 (Indemnification), (ii) liability for gross negligence or wilful misconduct, or (iii) liability for Customer’s (1) use of the Services in violation of this Agreement, or (2) infringement of Expertos en Marca’s intellectual property rights in the Services.

  1. Term and Termination

(a) Term of Agreement. This Agreement commences on the Effective Date and shall remain in effect until terminated in accordance with Section 10(c).

(b) Term of Subscriptions. Customer’s access to the purchased Services shall commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified on such Order Form.

(c) Termination. Either Party may terminate this Agreement by providing written notice to the other Party in the event the other Party materially breaches any of its duties, obligations or responsibilities under this Agreement and fails to: (i) cure such breach within thirty (30) days after receipt by the breaching Party of written notice specifying the breach, or (ii) if the breaching Party is incapable of curing such breach within thirty (30) days, provide the other Party with an acceptable plan for curing such breach within ten (10) days after receipt of such notice and thereafter curing such breach in accordance with such plan. In addition, a Party may terminate this Agreement by providing written notice to the other Party if there are no Order Forms in effect for more than thirty (30) days, continuously.

(d) Effect of Termination. Expiration or termination of one Order Form shall not affect any other Order Forms. In the event of termination of this Agreement, Customer shall cease all use of the Services.

(e) Surviving Provisions. The following provisions shall survive the termination or expiration of this Agreement for any reason and shall remain in effect after any such termination or expiration: Sections 1, 3, 4(a), 4(b), 4(d), 6, 7(d), 8, 9, 10(d), 10(e), 11, and the Platform Guidelines. Termination or expiration of this Agreement shall not affect any obligation accrued or arising prior to such termination or expiration.

  1. Miscellaneous Provisions

(a) Relationship. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, and Expertos en Marca will be considered an independent contractor when performing any Services hereunder.

(b) [Intentionally omitted]

(c) Entire Understanding. This Agreement (including the DPA (if applicable) and the Platform Guidelines) constitutes the entire agreement between the Parties as to its subject matter, and supersedes all prior proposals, marketing materials, negotiations and other written or oral communications between the Parties with respect to the subject matter of this Agreement. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any Order Form, the terms of Agreement shall prevail.

(d) Modification; Waiver. Except for Expertos en Marca’s modification or update of the Documentation or the Service, or any policies as necessary to comply with applicable law, rules, regulations, no modification of this Agreement, and no waiver of any breach of this Agreement or right under this Agreement, is legally binding against the other Party unless in writing and signed or electronically accepted by both Parties.

(e) Governing Law; Venue. The parties hereto agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity hereof or thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by final and binding arbitration in Austin, Texas (except for an action for interim equitable relief otherwise permitted under this Agreement and/or unless otherwise agreed by the parties), before a sole arbitrator, in accordance with the laws of the State of Delaware. The arbitration shall be administered by JAMS (or its successor) pursuant to its Comprehensive Arbitration Rules and Procedures; provided, however, if the Parties mutually elect, the arbitration can be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures instead of its Comprehensive Arbitration Rules and Procedures. The arbitrator’s decision shall be reduced to writing, signed by the arbitrator, and mailed to each of the parties and their legal counsel. All decisions of the arbitrator shall be final and binding. The arbitrator or a court of appropriate jurisdiction may issue a writ of execution to enforce the arbitrator’s judgment. Judgment may be entered upon such a decision in accordance with applicable law in any court having jurisdiction thereof. The Parties will pay their own costs (including, without limitation, attorneys’ fees) and expenses in connection with such arbitration.

(f) Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party; provided, however, a Party may assign this Agreement in its entirety, together with all rights and obligations hereunder, without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. Any attempt by a Party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the Parties, their respective successors and permitted assigns.

(g) Notices. Except for notification methods expressly permitted under the Platform Guidelines, all notices under this Agreement to Customer shall be in writing and shall be delivered to the addresses provided by Customer to Expertos en Marca in writing. Notices to Expertos en Marca shall be addressed to: Expertos en Marca, Inc., Attn: Legal Department, Calle 5 #35 113, with a copy to legal@ExpertosenMarca.com. Either Party may change its address for notice by giving notice of such address change in the manner provided herein. All communications and notices to be made or given pursuant to this Agreement shall be in the English language.

(h) Anti-Corruption. Each Party acknowledges and agrees that it has not received or been offered any illegal bribe, kickback, payment, gift, or thing of value from the other Party in connection with this Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. Either Party will promptly notify the other Party if it offers or receives any such improper payment or transfer in connection with this Agreement.

(i) Force Majeure. Except for performance of a payment obligation, neither Party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labour disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, epidemics, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control. In the event any of the foregoing events results in Expertos en Marca not being able to provide the Services for a period of more than thirty (30) days, then either Party may terminate the Agreement upon written notice to the other Party.

(j) Export Control. The Service and related technical data and services (collectively, «Controlled Technology») may be subject to the import and export laws of the United States, specifically the U.S. Export Administration Regulations (EAR), and the laws of any country where Controlled Technology is imported or re-exported. Customer agrees to comply with all applicable export and re-export control laws and regulations and will not export or re-export any Controlled Technology in contravention to U.S. law, nor to any prohibited country, entity, or person for which an export license or other governmental approval is required. All Controlled Technology is generally prohibited for export or re-export to Cuba, North Korea, Iran, Syria, Sudan, and any other country subject to relevant trade sanctions.

(l) Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

  1. The Services are powered by generative artificial intelligence. Given the rapidly evolving nature of this technology, the Services may produce inaccurate information about people, places, or facts. Customer acknowledges that it and its Users should scrutinize the veracity of any information included in Output from the Services. To the extent that Customer or its Users relies upon such information’s factual accuracy, Customer acknowledges that it does so entirely at its own risk.
  2. Unless otherwise specified in an Order Form, (i) each User will be assigned a unique user identification name and password (“User ID”) for access to and use of the Services, and (ii) User IDs are intended for use by the designated Users only and cannot be shared. Customer agrees to provide accurate, current and complete account and User information. Customer is responsible for ensuring the security and confidentiality of all User IDs assigned to Customer and its Users. As a part of the Service, Users are given the ability to add other Users to their accounts and enable other Users to access or modify Customer Property included in such account. Customer is solely responsible for managing which Users have access to such Customer Property and for any actions taken by such Users with respect to Customer’s account and Customer Property.
  3. Expertos en Marca is not responsible for the content submitted by Customer or its Users to the Services (“Content”). Customer is solely responsible for the Content and for all activity that occurs under its account. Customer and its Users may not transmit any Content that is unlawful, offensive, upsetting, intended to disgust, threatening, libelous, defamatory, obscene, or otherwise objectionable. Examples of such objectionable Content include, but are not limited to, Content that is: (i) unlawful or promotes unlawful activity; (ii) defamatory, discriminatory, or mean-spirited content, including references or commentary about religion, race, sexual orientation, gender, national/ethnic origin, or other targeted groups; (iii) spam, machine – or randomly – generated, constituting unauthorized or unsolicited advertising, chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling; (v) infringing on any proprietary rights of any party, including patent, trademark, trade secret, copyright, publicity or other rights; (vi) impersonating any person or entity including Expertos en Marca and its employees or representatives; (vii) violating the privacy of any third person; (viii) false; or (ix) sexual, religious or political in nature. The Company reserves the right, but does not have any obligation, to, in its sole discretion, determine whether or not any Content is appropriate and complies with this Agreement, and to refuse or remove such Content. Expertos en Marca further reserves the right to make formatting changes, edits, and otherwise modify any Content. Expertos en Marca can also limit or revoke the use of the Service if Customer or any User posts such objectionable Content. As Expertos en Marca cannot control all content posted by users and/or third parties on the Service, Customer agrees to use the Service at its own risk. Customer acknowledges, on behalf of itself and its Users, that by using the Service Users may be exposed to content that they may find offensive, indecent, incorrect, or objectionable, and under no circumstances shall Expertos en Marca be liable in any way for any content, including any errors or omissions in any content, or any loss or damage of any kind incurred as a result of Customer’s or any User’s use of any content.
  4. Except for uses that are expressly permitted (for example, in the Documentation or in an Order Form), Customer will not, and will ensure that Users do not: (i) sell, resell, rent, lease, or otherwise distribute any portion of the Service; (ii) use the Services other than in accordance with the Documentation or in a manner that interferes with, unduly burdens, or disrupts the integrity, performance, or availability of the Service (for example, by conducting load tests or penetration tests without Expertos en Marca’s prior written consent); (iii) attempt to gain unauthorized access to the Services or to Expertos en Marca’s or its third party suppliers’ related systems or networks; (iv) access any portion of the Services for the purpose of building a similar or competitive product or service, or monitor the Services for any benchmarking or competitive purpose; (v) introduce, disseminate, or otherwise enable any viruses, Trojan horses, spyware, worms, malware, spam, or malicious code using the Service; (vi) copy, modify, translate, or create a derivative work of any Expertos en Marca Property; (vii) ) reverse assemble, reverse compile, decompile, translate or otherwise attempt to discover the source code or underlying components of models, algorithms, and systems included in the Expertos en Marca Property (except to the extent such restrictions are contrary to applicable law); (viii) except for contact information consisting of first name, last name, IP address and email address for which Customer has obtained necessary rights of access and use from the individual, Customer agrees not to submit other Personal Data or any sensitive personal information (including government issued identification numbers, financial account information, payment card information, and personal health information) to the Services; (ix) mislead any person that the Output from the Services was human generated; (x) use the Services to generate spam, content for dissemination in electoral campaigns, content that encourages violence, terrorism, or other serious harm or (xi) alter, remove or violate any copyright or other intellectual property notice appearing in connection with the Services. Customer may not access the Services if it is a direct competitor of Expertos en Marca, except with Expertos en Marca’s prior written consent.
  5. If applicable to Customer’s subscription, Customer shall use the Authorized APIs in accordance with the Documentation and will promptly correct any usage of Authorized APIs that does not comply with the Documentation. Authentication Keys must be restricted to use by authorized personnel of Customer who have a need to use it for purposes of integrating the Services with other web applications. Customer is solely responsible for maintaining the security of all Authentication Keys and for all activities that occur using any Authentication Key issued to Customer and must promptly notify Expertos en Marca of any unauthorized use. The Authentication Keys are the property of Expertos en Marca and may be revoked by Expertos en Marca in connection with any permitted suspension of Customer’s right to use an Authorized API.
  6. A high-speed Internet connection is required for proper transmission of the Services. Customer is responsible for procuring and maintaining the network connections that connect Customer’s network to the Services, including, but not limited to, “browser” software that supports protocols used by Expertos en Marca, including Secure Socket Layer (SSL) protocol or other protocols accepted by Expertos en Marca, and to follow procedures for accessing services that support such protocols. Expertos en Marca is not responsible for notifying Customer or its Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Customer Property, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Expertos en Marca. Expertos en Marca assumes no responsibility for the reliability or performance of any connections as described in this section.
  7. Expertos en Marca will process and investigate proper notices of alleged copyright or other intellectual property infringement related to material submitted through Customer’s account, and will respond appropriately, following the guidelines of the Online Copyright Infringement Liability Limitation Act and other applicable intellectual property laws. Customer agrees to use the Services in a manner that will not violate any third-party copyright, trade secret, publicity, trademark, or any other intellectual property rights.
  8. Expertos en Marca reserves the right to monitor the use of the Services for security and operational purposes and make modifications to the features and functionality of the Services during the Subscription Term. Expertos en Marca may immediately suspend or throttle access to the Services if (i) Expertos en Marca reasonably believes that a User or Customer is in breach of this Agreement; (ii) a User or Customer engages in excessive utilization of the Services which affects, or could reasonably likely (in Expertos en Marca’s opinion) affect, system availability or performance, or (iii) if Expertos en Marca in good faith suspects that any third party has gained unauthorized access to the Services using a credential issued by Expertos en Marca to Customer or its Users. In addition, Expertos en Marca may temporarily suspend access to the Services during planned downtime for upgrades and maintenance (of which Expertos en Marca will use commercially reasonable efforts to provide Users notice in accordance with paragraph 9 below). Expertos en Marca shall not be liable to Customer, any Users or any other third party for any such modification, suspension or discontinuation of Customer’s rights to access and use the Services.
  9. Artificial intelligence and machine learning models can improve over time to better address specific use cases. Customer agrees and instructs that as part of providing and maintaining the Services, Expertos en Marca may use Customer Property to develop and improve the Services. This improvement may involve sending select portions of Customer Property to third-party contractors (subject to confidentiality and security obligations which are substantially consistent with those set forth in this Agreement) solely for the purpose of providing data annotation services to Expertos en Marca and its third-party service providers in connection with Expertos en Marca’s operation of the Services, with Expertos en Marca being responsible for all actions and omissions of such contractors. For the avoidance of doubt, the Customer Property will not be used except as described in this paragraph or Section 4(c) of the Agreement. In addition, Customer acknowledges that due to the nature of machine learning, the Output may not be unique, and the Services may generate the same or similar output for Expertos en Marca or a third party.
  10. Expertos en Marca may use data concerning Customer’s or its Users’ use of the Services in an aggregated and anonymous manner (“Usage Information”), including but not limited to compiling statistical and performance information related to the operation of the Services. Expertos en Marca shall have the right to use Customer Property to improve the Service and to develop additional offerings. The foregoing shall not limit, in any way, Expertos en Marca’s confidentiality obligations as set forth in Section 6 of the Agreement. Customer agrees that Expertos en Marca may make such information publicly available, provided that (i) such information does not incorporate any Customer Property and (ii) such use does not identify Customer or any Users either directly or indirectly. Expertos en Marca retains all intellectual property rights in Usage Information.
  11. Except for legal notices of termination, material breach, force majeure or indemnification claims, Expertos en Marca may provide all business and product-related communications (e.g., release notes for product updates, privacy policy updates, critical security updates, and information on critical bugs and outages) to Customer by email, posting on the Services and/or other electronic means. Expertos en Marca may rely and act on all information and instructions provided by Customer’s Users.
  12. Customer is solely responsible for obtaining and maintaining all rights, licenses, and credentials necessary to use Third Party Products. In addition, Customer is solely responsible for installing, operating, updating, or otherwise maintaining the operation of such Third-Party Products. To the maximum extent permitted by applicable law, Expertos en Marca does not provide any warranties, guaranties or indemnification regarding any Third-Party Products, whether or not such products or services are designated by Expertos en Marca as “certified,” “validated” or otherwise. Expertos en Marca does not have any responsibility or liability for any exchange of data or other interaction occurring directly between Customer or its Users and any provider of a Third-Party Product. If the availability of all or a portion of the Services depends on the corresponding availability of Third-Party Products, Expertos en Marca will not be liable to Customer if changes in Third Party Products cause the unavailability of all or a portion of the Services. However, Expertos en Marca will use commercially reasonable efforts to update the Services to ensure continued inter-operation with Third Party Products. Further, Customer acknowledges and agrees that if it gives a Third-Party Product access to its Expertos en Marca account, Customer shall serve as the controller of such information and the Third-Party Service Provider serves as the processor for purposes of those data laws and regulations that apply to Customer. In no case are such Third-Party Service Providers Expertos en Marca’s Sub processors.
  13. Customer acknowledges that the Services utilize services provided to Expertos en Marca by OpenAI, LLC (“OpenAI”), which are governed by, among other things, OpenAI’s Usage GuidelinesSharing & Publication PolicyCommunity Guidelines, and Content Policy(collectively, the OpenAI Policies). Customer shall not use the Services in a manner which shall cause Expertos en Marca to be in violation of any OpenAI Policy. In addition, Customer shall comply with Expertos en Marca’s Fair Use Policy and is otherwise prohibited from engaging in abnormally high usage. For any illegal activity of sharing login details of your account with others, Customer’s account may be blocked or permanently deleted without any notice. No claim of any sort in this regard will be accepted and no refunds will be issued. By using the Services, Customer acknowledges and agrees that any claims/disputes in this regard raised by Customer or by its bank will be automatically rejected.

This Data Processing Agreement (the “DPA”) constitutes an integral part of all agreements between Customer and Expertos en Marca , Inc. (“Expertos en Marca”) a Delaware corporation with offices at Calle 5 # 35 113 Medellín Colombia  (the “Processor” or “Expertos en Marca”), and the Customer, identified on the signature block below, including the Master Subscription Agreement or under any services agreement or similar agreement (collectively “Agreement”), and reflects the Parties’ agreement with respect to the Processing of Controller Data. In providing the Services to Customer pursuant to the Agreement, Expertos en Marca may Process Personal Data on behalf of Customer and the Parties agree to comply with the following provisions with respect to any Personal Data, each acting reasonably and in good faith. This DPA supplements the Agreement and in the event of any conflict between the terms of this DPA and the terms of the Agreement, the terms of this DPA prevail regarding the specific subject matter of this DPA. This DPA is effective on the date that it has been duly executed by both Parties (“Effective Date”), and amends, supersedes and replaces  any  prior  agreement  relating  to  data processing and/or data protection entered into by the Parties.

1.DEFINITIONS

Any capitalized terms used but not defined in this DPA has the meaning provided to it in the Agreement,

(a) “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. Control, for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

(b) “Applicable Data Protection Law” means (a) all data protection laws and regulations applicable to the European Economic Area and Switzerland, including (i) the General Data Protection Regulation 2016/679 (“GDPR”), and EU Member State laws supplementing the GDPR; (b) the UK Data Protection Act of 2018, and the UK GDPR (collectively “UK Data Protection Laws”); and (c) any other laws and regulations applicable to Processor’s Processing of Controller Data under the Agreement.

(c) “Authorized Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or  ownership  with  Customer,  where  control  is  defined  as  the possession,  directly  or  indirectly,  of  the  power  to  direct  or  cause  the  direction  of  the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise.

(d) “California Privacy Law” means the California Consumer Privacy Act until January 1, 2023, and thereafter will refer to the California Privacy Rights Act.

(e) “Controller” as used in this DPA, means Customer.

(f) “Controller Data” means any Personal Data Processed by Processor on behalf of Customer pursuant to or in connection with the Agreement.

(g) “Customer” means the entity which determines the purposes and means of the Processing of Personal Data and includes any Authorized Affiliates of the Customer, and to the extent applicable includes a “Business” as defined under California Privacy Law.

(h) “Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Controller Data transmitted, stored or otherwise processed by Processor.

(i) “Permitted Purpose” means the use of the Controller Data to the extent necessary for provision of the Services by Processor to the Controller.

(j) “Personal Data” means any information relating to an identified or identifiable natural person that relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular natural person.

(k) “Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, sharing, structuring, storage, adaptation  or  alteration,  retrieval,  consultation,  use,  disclosure  by transmission,  dissemination  or  otherwise  making  available,  alignment  or  combination, restriction, erasure or destruction.

(l) “Processor” means Expertos en Marca, Inc. and any Expertos en Marca entities, including its Affiliates, which Processes Personal Data on behalf of the Customer, and to the extent applicable, includes a “Service Provider” as defined under the California Privacy Law.

(m) “Regulator” means any supervisory authority with authority under Applicable Data Protection Law over all or any part of the provision or receipt of the Services or the Processing of Personal Data.

(n) “Restricted Transfer” means: (i) where the EU GDPR applies, transferring Personal Data from the EEA to a country outside the EEA which is not subject to an adequacy determination by the European Commission; (ii) where the UK GDPR applies, transferring Personal Data from the United Kingdom to any other country which is not subject based on adequacy regulations under Section 17A of the United Kingdom Data Protection Act 2018; and (iii) where the Swiss Federal Act on Data Protection of June 19, 1992 (‘Swiss DPA”) applies, transferring Personal Data to a country outside of Switzerland which is not included on the list of adequate jurisdictions published by the Swiss Federal Data Protection and Information Commissioner.

(o) “Services” means the products and services that are ordered by Controller through a link or via an Order pursuant to the Agreement and made available online by Processor.

(p) “Sub-processor” means any third-party data processor engaged by Processor, who receives Personal Data from Processor for processing on behalf of Controller and in accordance with Controller’s instructions (as communicated by Processor) and the terms  of  its  written subcontract.

(q) The terms, “Commission”, “Data Subject”, “Member State”, and “Supervisory Authority” shall have the same meaning as in the Applicable Data Protection Laws, and their cognate terms shall be construed accordingly.

2.PURPOSE

2.1 Controller and Processor have entered into the Agreement pursuant to which Controller is granted a right to access and use the Services. In providing the Services, Processor will engage on behalf of Controller, in the processing of Personal Data submitted to and stored within the Services by Controller.

2.2 The Parties are entering into this DPA to ensure that the Processing by Processor of Controller Data, within the Services by Controller and/or on its behalf, is done in a manner compliant with Applicable Data Protection Law and its requirements regarding the collection, use and retention of Personal Data of Data Subjects.

3.AUTHORITY

3.1 Roles of the Parties

(a)To the extent the GDPR or UK Data Protection Laws apply to the Controller Data, the Parties acknowledge and agree that Customer is a Controller and Expertos en Marca is a Processor acting on behalf of Customer.  When Customer is acting as a Processor of Controller Data, Expertos en Marca is a sub-processor of the Customer.

(b)For purposes of California Privacy Law, Expertos en Marca will act as a Service Provider in its performance of its obligations under the Agreement. Expertos en Marca (i) will only use Controller Data to provide the Services under the Agreement; (ii) will not collect, retain, use, sell, disclose or otherwise process any Controller Data, for any purpose other than providing the Services under the Agreement, or as otherwise permitted.  Notwithstanding anything to the  contrary  in  the Agreement (including this DPA), Controller acknowledges that Processor shall have a right to Process Personal Data in relation to the support and/or use of the Services for its legitimate business  purposes,  such  as  billing,  account  management,  technical  support,  product development and sales and marketing. Expertos en Marca understands the restrictions in this Section.

3.1 (b) and certifies that it understands its obligations under the California Privacy Law and will comply with them.

3.2 Controller’s Instructions.

Customer represents and warrants that (i) it has complied, and will continue to  comply,  with  all  applicable  laws,  including  Applicable  Data  Protection  Law,  in  respect  of  its Processing of Controller Data and any Processing instructions it issues to Processor; and (ii) it has provided, and will continue to provide, all notice and has obtained, and will continue to obtain, all consents  and  rights  necessary  under  Applicable  Data  Protection  Law  for  Processor  to  process Controller Data for the purposes described in the Agreement. Customer shall have sole responsibility for the accuracy, quality, and legality of Controller Data and how Customer acquired the Controller Data. Controller specifically acknowledges that its use of the Services will not violate the rights of any Data Subject that has opted-out from sales or other disclosures of Personal Data to the extent applicable under the California Privacy Law.

3.3Purpose Limitation. Processor shall process Controller Data only in accordance with Customer’s documented lawful instructions as set forth in this DPA, for Permitted Purposes, as necessary to comply with applicable law, or as otherwise agreed to in writing.  The Parties agree that the Agreement and this DPA set out Customer’s complete and final instructions to Processor in relation to the processing of Controller Data, and processing outside the scope of these instructions (if any) shall require prior written agreement between the Parties.

3.4 Data Subject and Regulator Requests. Customer shall be responsible for communications and leading any efforts to comply with all requests made by Data Subjects under the Applicable Data Protection Law, and all communications from Regulators that relate to the Controller Data.

4.OBLIGATIONS OF PROCESSOR

4.1Confidentiality. Processor will restrict access to the Controller Data to its personnel who need access to meet Processor’s obligations under the Agreement.  Processor shall take commercially reasonable steps to ensure the reliability of any Processor personnel engaged in the Processing of Controller Data.

4.2 Disclosure to Third Parties. Processor will not disclose Controller Data to third parties except as permitted by this DPA or the Agreement. If requested or required by a competent governmental authority to disclose Controller Data, to the extent legally permissible and practicable, Processor will provide Customer with sufficient prior written notice in order to permit Customer the opportunity to oppose any such disclosure.4.3Retention. Processor will retain Controller Data only for as long as the Customer deems it necessary for the Permitted Purpose, or as required by Applicable Data Protection Law. At the termination of this DPA, or upon Customer’s written request, Processor will either destroy or return the Controller Data to Customer, unless legal obligations require storage of the Controller Data. 4.4Data Subject and Regulator Requests. Processor shall, to the extent legally permitted, promptly notify Controller in writing of any complaints,  questions  or  requests  received  from  Data  Subjects  or Regulators regarding the Controller Data. In considering the nature of the Processing and to the extent reasonably possible, Processor will provide Controller with commercially reasonable assistance in relation to the handling of a Data Subject’s request. To the extent Controller, in its use of the Services, does not have the ability to correct, block or delete Controller Data, Processor shall comply with any commercially reasonable request by Controller to facilitate such actions to the extent Processor is legally permitted to do so. 4.5Data Protection Impact Assessment. To the extent required under the Applicable Data Protection Law,  upon Customer’s request, Processor will provide reasonable assistance to Customer necessary for Customer to fulfil its obligation under the Applicable Data Protection Law to carry out a data protection impact assessment related to Customer’s use of the Services, to the extent Customer does not otherwise have access to the relevant information, and to the extent such information is available to Processor.4.6Security.  Processor will implement and maintain appropriate technical, physical and administrative measures to protect Controller Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access (a «Data Security Breach»), provided that such measures shall take into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, so as to ensure a level of security appropriate to the risks represented by the processing and the nature of the Controller Data to be protected. (a)Customer acknowledges that the security measures are subject to technical progress and development and that Processor may update or modify the security measures from time to time provided that such updates and modifications do not result in the degradation of the overall security of the Services purchased by Customer. Customer is responsible for reviewing the information made available by Processor relating to data security and making an independent determination as to whether the Services meet Controller’s requirements and legal obligations under Applicable Data Protection Law.    (b)Notwithstanding the above, Customer agrees that except as provided by this DPA, Customer is responsible for its secure use of the Services, including securing its account authentication credentials, protecting the security of Controller Data when in transit to and from the Services and taking any appropriate steps to securely encrypt or backup any Controller Data uploaded to the Services.

5.DATA BREACH

5.1 Data Breach. If  Processor  becomes  aware  of  any  Data  Breach,  Processor  will  promptly:  notify Customer of the Data Breach, but in no event later than seventy-two (72) hours after Processor has confirmed a Data Breach impacting Controller Data;  investigate the Data Breach and provide Customer with information about the Data Breach; and take reasonable steps to mitigate the effects and to minimize any damage resulting from the Data Breach. Processor’s obligation to report or respond to a Data Breach under this Section is not and will not be construed as an acknowledgement by Processor of any fault or liability with respect to the Data Breach.

5.2 Coordination. Processor will provide reasonable assistance to Customer in fulfilling its obligations to notify Data Subjects and the relevant authorities in relation to a Data Breach, provided that nothing in this section shall prevent either party from complying with its obligations under the Applicable Data Protection Laws. The Parties agree to coordinate in good faith on developing the content of any related public statements.

5.3 Caused by Controller. The obligations in this section shall not apply to a Data Breach that is caused by Customer.

6.AUDITS

6.1Customer may audit Processor’s compliance with this DPA up to once per year, unless requested by a Supervisory Authority.  Such an audit will be conducted by an independent third party («Auditor») reasonably acceptable to Processor.  Before the commencement of any such on-site audit, Customer must submit in writing a detailed proposed audit plan to Processor at least 30 business days in advance of the proposed audit date. The proposed audit plan must describe the proposed scope, duration, and date of the audit, as well as the proposed Auditor. Processor will review the proposed audit plan and provide Customer with any concerns or questions and will work cooperatively with Customer to agree on a final audit plan.  Prior to the start of an audit, the Parties will agree to reasonable time, duration, place and manner conditions for the audit, and a reasonable reimbursement rate payable by Customer to Processor for Processor’s audit expenses. The results of the audit and all information reviewed during such inspection will be deemed Processor’s confidential information, and subject to the Confidentiality provisions in the Agreement. Notwithstanding any other terms, the Auditor may only disclose to the Customer any specific violations of the DPA, if any, and the basis for such findings, and shall not disclose to the Customer any of the records or information reviewed during the inspection.7.USE OF SUB-PROCESSORS

7.1 General Consent.

Customer acknowledges and agrees that Processor may appoint Sub-processors to assist it in providing the Service and Processing Controller Data provided that such Sub-processors agree to  (a)  act  only  on  Processor’s  instructions  when  Processing  the  Controller  Data  (which instructions shall be consistent with Controller’s processing instructions to Processor); and (b) protect the Controller Data to a standard consistent with the requirements of this DPA.

7.2 Sub-processor List. The names of all Sub-processors used as of the Effective Date for the processing of Controller Data under this DPA is set forth on Schedule 3. 7.3Objection to New Sub-Processor. Processor will provide 10 (ten) days’ notice of a new sub-processor to Customer.  Customer may object to Processor’s appointment or replacement of a sub-processor prior to its appointment or replacement, provided such objection is in writing and based on reasonable grounds relating to data protection, and such objection is made within 10 (ten) days after the notice of the new sub-processor provided by Processor. Any such written objection shall include Customer’s specific reasons for its objection and proposed options to mitigate alleged risk, if any. In such an event, the Parties agree to discuss commercial reasonable alternative solutions in good faith. If the parties cannot reach a resolution within sixty (60) days from the date of Processor’s receipt of Customer’s written objection, Customer may discontinue the use of the affected Services by providing written notice to Processor. In the absence of timely and valid objection by Customer, such new Sub-processor may be commissioned to Process Controller Data. 7.4Liability. Processor shall be liable for the acts and omissions of its Sub-processors use to provide the Services to the same extent Processor would be liable if performing the services of each Sub processor directly under the terms of this DPA, except as otherwise set forth in the Agreement.

8.INTERNATIONAL PROVISIONS

8.1Jurisdiction Specific Terms. To the extent Processor Processes Controller Data originating from and protected by Applicable Data Protection Law in one of the jurisdictions listed in Schedule 4 (Jurisdiction Specific Terms) of this DPA, the  terms  specified in  Schedule  5  with  respect  to  the  applicable jurisdiction(s) apply in addition to the terms of this DPA.

8.2 Restricted Transfers.

To the extent Customer’s use of the Services involves a Restricted Transfer of Controller Data, the terms set forth in Schedule4 (Cross Border Transfer Mechanisms) will apply.  In the event of any conflict or inconsistency between this DPA and the terms set forth in Schedule 4, the terms in Schedule 4 shall apply.

  1. LIMITATION ON LIABILITY

9.1 In no event will either Party or their respective directors, officers, agents, or employees be liable to the other party for any reason, whether in contract or in tort for any claims or liability arising out of or based upon this DPA, excess of the amount actually paid by the Customer to Processor in the twelve months preceding the first incident out of which the liability arose, regardless of the form in which any legal or equitable action may be brought. 9.2For the avoidance of doubt, Processor’s and its Affiliates’ total liability for all claims from the Customer and all of its Authorized Affiliates arising out of or related to the Agreement and each DPA shall apply in  the  aggregate  for  all  claims  under  both  the  Agreement  and  all  DPAs  established  under  this Agreement,  including  by  Customer  and  all Authorized  Affiliates,  and,  in  particular,  shall  not  be understood to apply individually and severally to Customer and/or to any Authorized Affiliate that is a contractual party to any such DPA.

  1. MISCELLANEOUS

10.1 Any provision of this DPA that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction alone, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties will attempt in good faith to agree upon a valid and enforceable provision that is a reasonable substitute and shall incorporate such substitute provision into this DPA.

10.2 This DPA shall be governed by and construed in accordance with governing law and jurisdiction provisions in the Agreement, unless required otherwise by Applicable Data Protection Law.

10.3 Customer enters into this DPA on behalf of itself and, to the extent required under applicable Data Protection Law, in the name and on behalf of its Authorized Affiliates, if and to the extent Expertos en Marca processes Personal Data for which such Authorized Affiliates qualify as the Controller.

10.4 This DPA may not be amended or modified except by the mutual agreement of the Parties; provided, however, Customer will be notified thirty (30) days in advance of any amendments or modifications to this DPA, which shall take effect in the next billing cycle, and Customer’s continued use of the Services shall constitute acceptance of such amendments and/or modifications. This DPA may be executed in counterparts. The terms and conditions of this DPA are confidential and each Party agrees and represents, on behalf of itself, its employees and agents to whom it is permitted to disclose such information that it will not disclose such information to any third party; provided, however, that each Party shall have the right to disclose such information to its officers, directors, employees, auditors, attorneys and third party contractors who are under an obligation to maintain the confidentiality thereof and further may disclose such information as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction or as reasonably necessary to comply with any applicable law or regulation. Controller may not, directly or indirectly, by operation of law or otherwise, assign all or any part of its rights under this DPA or delegate performance of its duties under this DPA without Processor’s prior consent, which consent will not be unreasonably withheld. Processor may, without Controller’s consent, assign this DPA to any affiliate or in connection with any merger or change of control of Processor or the sale of all or substantially all of its assets provided that any such successor agrees to fulfil its obligations pursuant to this DPA. Subject to the foregoing restrictions, this DPA will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.

Schedule 1 –Details of Processing

1.Categories of Data Subjects The personal data transferred concern the following categories of Data Subjects: The categories of data subjects are within the control of the Controller and may include individuals about whom data is provided to Processor by or at the direction of the Controller pursuant to the Agreement

2.Types of Personal Data Transferred The personal data transferred concern the following categories of data: the categories of Personal Data are within the control of the Controller and may include data relating to individuals to the extent provided to Processor by or at the direction of the Controller pursuant to applicable terms of service between them.

3.Sensitive Data Transferred The personal data transferred concern the following special categories of data: the categories of Personal Data are within the control of the Controller and may include data relating to individuals to the extent provided to Processor by or at the direction of the Controller pursuant to applicable terms of service between them.

4.Frequency of the Transfer.  Continuous.

5.Nature of Processing the Personal Data transferred will be subject to the following basic processing activities:  Processor will Process Controller Data as necessary to perform the Services pursuant to the Agreement, and as further instructed by Customer in its use of the Services. The processing operations are the Services that are used by the Controller.

6.Purpose of Processing The purpose of the Processing of Controller Data by Processor is to provide Customer with the Services under the Agreement.

7.Duration of the Processing The Term of the Agreement) plus the period from the  expiry  of  such Term  until  deletion  of  all  Controller  Data  by  the Processor in accordance with the DPA.

Schedule 2 –Technical and Organisational Security Measures

Organization Security Personnel Security of the Expertos en Marca environment is the responsibility of all Expertos en Marca employees, contractors, and temporary workers who have access to Expertos en Marca information systems. All personnel are required to understand and follow program policies and processes. Before access is granted, all personnel are required to review the employee handbook, sign a confidentiality agreement, and have security training. Training and agreements cover among other elements: privacy, information security, physical security, acceptable use, and incident reporting. Upon termination of employment or contract, all access is removed promptly. Security and Awareness Training During the onboarding process all employees are given information security and privacy training. They are also required to receive that training annually and acknowledge that they have read and understand Expertos en Marca information security policies. Some technical teams require elevated access to information systems to perform their job duties. These teams receive annual specialized training specific to those roles and responsibilities. All employees are required to report potential security and privacy related issues to the appropriate internal teams. They acknowledge that failure to do so may result in disciplinary measures up to and including termination. Complying with Laws and Regulations Expertos en Marca works with legal representation that ensures the company and its employees identify and follow applicable laws, regulations, and contractual obligations. Expertos en Marca requires all personnel to behave ethically and to comply with the law. SDLC Expertos en Marca utilizes an effective secure software development lifecycle (SDLC) including requirements like code must be reviewed and approved before being pushed into production. This program covers feature enhancements, bug fixes, emergency changes, and problem and incident management. The agile nature of the process allows for teams to follow their own release cycles and provides continuous improvement without having other teams creating a bottleneck. All code is checked into a version control repository with role-based access controls. The Expertos en Marca code repository is controlled by strong authentication, including MFA. Penetration Testing Expertos en Marca engages independent 3rd parties to conduct annual penetration tests. Results of these tests are shared with management. An overview of the results may be shared with customers upon request. The Expertos en Marca information security team reviews and prioritizes findings and tracks them to resolution. Customers are not allowed to conduct their own penetration tests of the Expertos en Marca environment. Any exceptions must have written approval from the Expertos en Marca VP of Engineering. Technical Controls -Protecting Expertos en Marca Customer Data Encryption Expertos en Marca encrypts data at rest and in transit using industry best practices. All information transmitted to users is done via HTTPS using TLS 1.2 or higher with AES 256 SHA2 signatures (defaulting to TLS 1.3 based on client ability). Data at rest is encrypted at the storage level using AES256. Database connections are verified using TLS certificates and encrypted in transit using SSL. Password Security Expertos en Marca uses industry leading services to securely authenticate users. Passwords are hashed and salted usingB Crypt or equivalent (a one-way hashing algorithm with high entropy) that is designed to be secure and mitigate against user database breach/theft. User passwords are never stored in plaintext. Cloud Provider Expertos en Marca utilizes serverless instances across multiple cloud providers to ensure High Availability of all services. Cloudflare CDN is used to provide faster access to Expertos en Marca’s application as well as to help prevent DDOS attacks. Cloudflare WAF is used to protect against commonly known web application vulnerabilities. Authorization All access to Expertos en Marca systems is based on a least privilege model; meaning personnel are only granted the access that they need to perform their current job responsibilities. Reviews of access are done on at least an annual basis. When personnel are terminated their access is removed immediately.

System Monitoring, Logging, and Alerting Expertos en Marca has a centralized log management system which facilitates logging, correlation and monitoring of network, operating system, and database logs. Centralized logging is enabled for all production systems. These logs are reviewed for indications of compromise and alerted upon when predetermined thresholds are met. The Information Security team is responsible for incident handling when monitoring and alerting thresholds are reached and tracks the security events through to remediation or escalation. Production infrastructure is also monitored to ensure availability. Expertos en Marca maintains an incident response plan to effectively respond to any deviation from normal system performance. Endpoint Security Expertos en Marca endpoints are managed by industry standard management tools to ensure policies are followed and systems stay up to date with all relevant security patches. Vulnerability Management Reported vulnerabilities are remediated promptly following industry best practices. Production systems are monitored for vulnerabilities, and operating systems are refreshed regularly to stay current.

Schedule 3 –Sub-processor List

The Customer has authorized the use of the Sub-processors located at https://ExpertosenMarca.com /legal/sub-processors.

Schedule 4 –Cross Border Transfer Mechanisms

1.Definitions

  1. “EC” means the European Commission. b. “EEA” means the European Economic Area.c.“EEA Personal Data” is Controller Data collected from data subjects when they are located in the EEA. d. “Standard Contractual Clauses” means (i) where the EU GDPR applies, the standard contractual clauses annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021 on standard contractual clauses for transferring personal data to third countries under Regulation (EU) 20

16/679 of the European Parliament and of the Council (“EU SCC”); (ii) where the UK GDPR applies, the International Data Transfer Agreement: Controller to Processor under Section 119A of the Data Protection Act 2018 (“UK SCC”); and (iii) where the Swiss DPA applies, the applicable standard data protection clauses issued, approved or recognized by the Swiss Federal Data Protection and Information Commissioner (“Swiss SCC”).e. “Swiss Personal Data” means Controller Data collected from data subjects when they are located in Switzerland. funk Personal Data” means Controller Data collected from data subjects when they are located in the United Kingdom.

  1. Cross-Border Data Transfer Mechanisms

2.1.EEA Personal Data. The Parties agree that the Standard Contractual Clauses will apply to Controller Data that is transferred via the Services from the EEA or Switzerland, either directly or via onward transfer, to any country or recipient outside the EEA or Switzerland that is:

(a) not recognized by the European Commission (or, in the case of transfers from Switzerland, the competent authority for Switzerland) as providing an adequate level of protection for Personal Data.  To the extent applicable, the Standard Contractual Clauses will be deemed entered into (and incorporated into this Addendum by this reference) and are deemed executed by each of the Parties acting on their own behalf and on behalf of their Affiliates (where applicable) without the need for any further signature from either party and completed as follows:(a) Module Two (Controller to Processor) of the Standard Contractual Clauses will apply where Customer is a Controller of Controller Data and Expertos en Marca is Processing Controller Data.

(b) Module Three (Processor to Processor) of the Standard Contractual Clauses will apply where Customer is a Processor of Controller Data and Expertos en Marca is Processing Controller Data.

(c) For each Module, where applicable:(i) in Clause 7 of Standard Contractual Clauses, the optional docking clause will not apply;(ii) the audits described in Clause 8.9(c) and (d) of the SCC shall be carried out in accordance with Section 6 of the DPA(iii) in Clause 9 of the Standard Contractual Clauses, Option 2 will apply and the time period for prior notice of sub-processor changes will be as set forth in the DPA; (iii) in Clause 11 of the Standard Contractual Clauses, the optional language will not apply;(iv) the liability described in Clause 12 shall in no event exceed the limitations set forth in the DPA, and that under no circumstances and under no legal theory (whether in contract, tort, negligence or otherwise) will either party to this DPA, or their Affiliates, officers, directors, employees, agents, service providers, suppliers, or licensors be liable to the other party or any third party for any lost profits, lost sales of business, lost data (being data lost in the course of transmission via Customer’s systems or over the Internet through no fault of Supplier), business interruption, loss of goodwill, or for any type of indirect, incidental, special, exemplary, consequential or punitive loss or damages, regardless of whether such party has been advised of the possibility of or could have foreseen such damages. For the avoidance of doubt, this section shall not be construed as limiting the liability of either party with respect to claims brought by data subjects; (v) the certification of deletion of Controller Data that is described in Clause 16(d) of the SCC shall be provided by Processor to Customer only upon Customer’s request.  (vi)  in Clause 17 (Option 1), the Standard Contractual Clauses will be governed by Irish law;(vii) in Clause 18(b) of the Standard Contractual Clauses, disputes will be resolved before the courts of Ireland;(viii) in Annex I, Part A of the Standard Contractual Clauses: Data Exporter: Customer. Contact details: See signature line of DPA. Data Exporter Role: The Data Exporter’s role is set forth in Section 3 (Relationship of the Parties) of this DPA. Signature and Date: By entering into the DPA, Data Exporter is deemed to have signed these Standard Contractual Clauses incorporated herein, including their Annexes, as of the Effective Date of the Agreement. Data Importer: Processor (Expertos en Marca)

Contact details:   Alejandro Arias Salazar, privacy@ExpertosenMarca.com  Data Importer Role: The Data Importer’s role is set forth in Section 3 (Relationship of the Parties) of this DPA. Signature and Date: By entering into the DPA, Data Importer is deemed to have signed these Standard Contractual Clauses, incorporated herein, including their Annexes, as of the Effective Date of the DPA.(ix) in Annex I, Part B of the Standard Contractual Clauses: The categories of data subjects: see Schedule 1 (Details of Processing) of this DPA. The Sensitive Data transferred: see Schedule 1 (Details of Processing) of this DPA. The frequency of the transfer is a continuous basis for the duration of the Agreement. The nature of the processing: see Schedule 1(Details of Processing) of this DPA. The purpose of the processing: see Schedule 1 (Details of Processing) of this DPA. The period for which the Personal Data will be retained: see Schedule 1 (Details of Processing) of this DPA. (viii)in Annex I, Part C of the Standard Contractual Clauses: The Irish Data Protection Commission will be the competent supervisory authority;(ix) Schedule 2 (Technical and Organizational Security Measures) of this Addendum serves as Annex II of the Standard Contractual Clauses; and(xii) In relation to Swiss Personal Data:(a)  For purposes of Annex I.C under Clause 13 of Standard Contractual Clauses insofar as the data transfer is governed by the Switzerland Federal Act on Data Protection of 19 June 1992 (SR 235.1; FADP) or the FADP’s revised 25 September 2020 version, the Supervisory Authority shall be Switzerland’s Federal Data Protection and Information Commissioner (FDPIC);

(b) The term “member state” must not be interpreted in such a way as to exclude Data Subjects in Switzerland from the possibility of suing for their rights in Switzerland in accordance with Clause 18(c) of the Standard Contractual Clauses. The Standard Contractual Clauses shall also protect the data of Switzerland legal entities until the entry into force of the 25 September 2020 revised version of the Federal Act on Data Protection (revised FADP). Any references in the Standard Contractual Clauses to “Directive 95/46/EC” or “Regulation (EU) 2016/679” shall be interpreted as references to the Swiss DPA.