READ THESE TERMS CAREFULLY BEFORE CONTRACTING THE SERVICES.
This website contains the Terms and Conditions of the Services. Therefore, the CLIENT agrees to be legally bound by these Terms and Conditions, which establish a contractual relationship between the CLIENT and the COMPANY. If the CLIENT does not accept these Terms and Conditions, they will not be able to access or use the Services. These Terms and Conditions expressly replace previous agreements or commitments with the CLIENT.
1. SUBJECT MATTER.
Subject to the terms and conditions of this Terms and Conditions, the CLIENT hereby engages the COMPANY, so that the COMPANY renders in favor of the CLIENT, the service consisting in the product “Slyn Security Center” personalized solution of ACRONIS INC, including, without limitation, on-line, telephone and via e-mail advisory and support, but expressly excluding, any support related to (i) applications, (ii) data-bases, (iii) any source code maintained by the CLIENT within the mentioned product and used as part of its operations, employing a system alien to the ANCILLARY FUNCTIONS AND PRODUCTS (as defined below), and (iv) the migration to the “Slyn Security Center'' platform of any information or any data that the CLIENT maintains in any platform different to the “Slyn Security Center” platform (the “SERVICES”), in accordance with, and pursuant to, the Terms and Conditions established herein. Likewise, the COMPANY hereby agrees to render the SERVICES in favor of the CLIENT, in accordance with, and pursuant to, the Terms and Conditions established herein.
2. OF THE SERVICES .
2.1 Form of the Rendering of the SERVICES.
The SERVICES will be rendered by the COMPANY directly, through its own assets, materials, tools, platforms and personnel. The foregoing, with the understanding that (i) the assets, materials, tools and platforms of the COMPANY will be operated at all times by personnel of the COMPANY; and (ii) the personnel of the COMPANY assigned to the rendering of the SERVICES (a) will be highly trained, qualified and specialized to render the SERVICES, (b) will be subordinated solely and exclusively to the COMPANY, and (c) will act at all times under the supervision, surveillance and direction of the COMPANY, being the COMPANY the sole entity entitled to apply any disciplinary actions or corrections and sanctions to the same. For purposes of the foregoing sub-paragraphs (b) and (c), it is expressly provided and acknowledged by the CLIENT that the personnel of the COMPANY assigned to the rendering of the SERVICES under no circumstance will be considered as personnel of the CLIENT and/or its affiliates or subsidiaries and/or subordinated to it and/or them, agreeing the COMPANY to release the CLIENT from any labor obligation related to such personnel.
2.2. Location for the Rendering of the SERVICES.
The SERVICES will be rendered remotely, whether on-line, through the use of electronic or digital platforms designated, for such purposes, by the COMPANY, via telephone and/or via e-mail.
2.3. Time of the Rendering of the SERVICES.
Subject at all times to the provisions of section 2.5. following, the SERVICES will be provided 24 (twenty four) hours a day, 7 (seven) days a week, during the term of the contracting of the SERVICES.
2.4. Quality of the SERVICES.
The COMPANY shall: (a) render the SERVICES with the maximum degree of care and diligence possible, taking into consideration the market standards in the industry applicable to the SERVICES; and (b) be reasonably available for the CLIENT, pursuant to the provisions of Clause 2.5. below.
2.5 Time of Response in connection with Incidents in the SERVICES.
In connection with the solution of any incident related to the platform “Slyn Security Center”, the levels and times of response, but not of solution, that the COMPANY offers to CLIENT, are exclusively those set forth below:
a) Cases of “Low” relevance: Those in which the platform “Slyn Security Center” is operating. In these cases, the monthly minimum average time of response is of 4 (four) hours.
b) Cases of “Medium” relevance: Those in which the platform “Slyn Security Center” is partially affected. In these cases, the monthly minimum average time of response is of 2 (two) hours.
c) Cases of “High” relevance: Those in which the platform “Slyn Security Center” may not be used in production due to a problem caused by the same platform. In these cases, the monthly minimum average time of response is of 1 (one) hour.
Below, the levels of escalation for incidents are established:
a) 1st Level: Support COMPANY: The respective incident must be reported to the COMPANY through the official site https://slyn.io/support and only in case it cannot be accessed, by sending an email to soporte@slyn.io
b) 2nd Level: Escalating Support COMPANY: The procedure will be made through the Technical assigned to the CLIENT’s account, through the mechanisms of the 1st Level.
c) 3rd Level: Support Acronis: The procedure will be made through the executive of the COMPANY assigned to the CLIENT’s account.
2.6. Liability in the Rendering of the SERVICES.
The COMPANY will be liable in connection with the rendering of the SERVICES, except in any case where the CLIENT, whether directly or indirectly (including by negligence), is responsible for causing an affectation or fact that impedes the COMPANY to render the SERVICES in accordance with this Terms and Conditions. In addition, it is acknowledged and agreed that the COMPANY shall have no liability whatsoever before the CLIENT, in the event ACRONIS INC proceeds with the deletion, whether totally or partially, of the data stored by the CLIENT in the platform “Slyn Security Center”, as a result of (i) the unilateral determination by ACRONIS INC, at its sole discretion, that there has been a violation by the CLIENT to the usage policies of the platform “Slyn Security Center”; or (ii) any delay in, or lack of, payment of any considerations payable by the CLIENT, whether to ACRONIS INC or to the COMPANY.
3. OF THE ANCILLARY FUNCTIONS AND PRODUCTS AND OF THE LIABILITY IN CONNECTION WITH THE PRODUCT “SLYN SECURITY CENTER” AND WITH THE ANCILLARY FUNCTIONS AND PRODUCTS.
As part of the access that the CLIENT will have to the product “Slyn Security Center”, in connection with which the SERVICES will be rendered, the CLIENT will have access and will be entitled to use the ancillary functions and products that are commercialized, developed and/or distributed by ACRONIS INC as part of the platform “Slyn Security Center” (the “ANCILLARY FUNCTIONS AND PRODUCTS”).
The correct functioning of the product “Slyn Security Center”, as well as of the ANCILLARY FUNCTIONS AND PRODUCTS, is of the exclusive responsibility of ACRONIS INC, considering that the COMPANY acts solely as an authorized distributor for the commercialization of the products and services of ACRONIS INC, including the product “Slyn Security Center” and its ANCILLARY FUNCTIONS AND PRODUCTS.
In virtue of the foregoing, the CLIENT hereby releases the COMPANY from any liability whatsoever, in connection with the correct functioning of the product “Slyn Security Center”, as well as of the ANCILLARY FUNCTIONS AND PRODUCTS, and agrees to hold the COMPANY harmless and to indemnify the COMPANY, in connection with: (i) any and all detriments, claims, damages, losses, liabilities and expenses, including reasonable and documented legal fees and expenses, incurred by or demanded to the COMPANY, resulting from, or that are in any manner whatsoever related to, the malfunctioning of the product “Slyn Security Center” and/or of the ANCILLARY FUNCTIONS AND PRODUCTS, and (ii) any claim, demand, complaint, litigation, investigation or procedure related to any malfunctioning of the product “Slyn Security Center” and/or of the ANCILLARY FUNCTIONS AND PRODUCTS.
4. CONSIDERATION, INVOICING AND PAYMENT.
4.1 Consideration.
In addition to any consideration that is billed by ACRONIS INC to the CLIENT and that is payable by the CLIENT to ACRONIS INC for the use of the product “Slyn Security Center”, the COMPANY will charge to the CLIENT an additional amount equivalent to 15% (fifteen percent) of the mentioned consideration billed by ACRONIS INC and payable by the CLIENT for the use of the product “Slyn Security Center”, plus any local taxes, including the corresponding value added tax (currently of 16%), applicable pursuant to the current and applicable tax legislation in Mexico (the “CONSIDERATION”), during the term of the contracted SERVICES.
The currency of collection of the CONSIDERATION will be the one indicated in the CLIENT's administration console; provided, however, that in the event that the CUSTOMER's console indicates a currency other than Pesos, Legal Tender Currency of the United Mexican States, the CUSTOMER may pay any CONSIDERATION, whether in said currency other than Pesos, Legal Tender Currency of the United Mexican States, or in Pesos, Legal Tender Currency of the United Mexican States, using the exchange rate published by the Bank of Mexico in the Diario Oficial de la Federación (DOF) on the date of issue by the COMPANY of the respective pre-invoice(s).
4.2 Invoicing and Payment of the CONSIDERATION.
The Services may be delivered in two ways, monthly or annually. What each of them entails is described below.
MONTHLY
The COMPANY will issue and send to the CLIENT, through its systems and via email, within the first 5 (five) business days of each calendar month during the term of the contracted SERVICES, the pre-invoice corresponding to the CONSIDERATION and, subsequently, once the respective payment has been received, the corresponding invoice within the following 24 (twenty-four) hours, which must have all the necessary requirements to be considered as a tax receipt in accordance with current and applicable tax legislation in Mexico. The CLIENT will have a term of 30 (thirty) calendar days (except in the month of February, where the term will be 28 (twenty-eight) calendar days) to pay the COMPANY each pre-invoice corresponding to the CONSIDERATION.
The CLIENT may add or decrease functionalities and/or storage by means of a request made through the official website of the COMPANY https://slyn.io/support and only in case it cannot be accessed, by sending an email to soporte@slyn.io
ANNUAL
The COMPANY will issue and send to the CLIENT, through its systems and via e-mail, the pre-invoice corresponding to the CONSIDERATION for the current calendar year and, subsequently, once the respective payment has been received, the corresponding invoice within 24 (twenty-four) hours, which must have all the necessary requirements to be considered as tax receipt in accordance with current and applicable tax legislation in Mexico.
The CLIENT may add functionalities and/or storage to what was contracted at the beginning and during the validity, considering that the amount to be paid will vary according to the months remaining for the expiration of the validity, maintaining at all times the billing process described above.
The process to be followed to add or reduce functionalities and/or storage is indicated below: the CLIENT must send the request through the official website of the COMPANY https://slyn.io/support and only in case it cannot be accessed, by sending an email to soporte@slyn.io
GENERAL
All payments of the aforementioned pre-invoices must be made by electronic transfer of immediately available funds to the bank account of the COMPANY, which is indicated in the corresponding pre-invoices.
In case of wire transfers made from abroad, the CLIENT agrees to cover and/or pay any and all applicable commissions and/or withholdings, in order for the respective amount to be received by the COMPANY, to be equivalent to the total amount evidenced by the corresponding pre-invoice.
5. LATE PAYMENT INTERESTS.
Any amount due and not paid when due, will cause default interest at a fixed annual rate of 15% (fifteen percent) on the respective unpaid balance, which will be calculated from the date on which the respective payment should have been made and until the date in which the payment is actually made, on a basis of 365 (three hundred and sixty-five) days.
6. TERM.
The Terms and Conditions will come into force for the CLIENT from the date of contracting the SERVICES and will remain in force and in full effect for an indefinite period.Notwithstanding the foregoing, both the CLIENT and the COMPANY may terminate the contractual relationship and therefore the provision of the SERVICES at any time, without any penalty.
In the event that it is the CLIENT who wishes to terminate the contractual relationship, they must make the request through the official website of the COMPANY https://slyn.io/support at least 30 (thirty) calendar days in advance to the date on which it is effectively intended to terminate the contractual relationship and the provision of the SERVICES.
For its part, the COMPANY may terminate the contractual relationship via email justifying the reasons, which could be, but not limited to, those expressed in number 7 below.
It is expressly agreed that, notwithstanding the termination of the contractual relationship and the provision of the SERVICES, any obligations that are pending compliance on said termination date, will continue in force and take full effect until they are duly and fully fulfilled, in accordance with these Terms and Conditions.
7. SUSPENSION OF THE SERVICES; RESCISSION.
A)
SUSPENSION OF THE SERVICES.
It is acknowledged and agreed that ACRONIS INC and/or the COMPANY shall be entitled to suspend the rendering of the SERVICES and/or CLIENT’s access to the platform “Slyn Security Center”, in the following events:
(i) The CLIENT, for any reason or reason, is late with the payment of any pre-invoice or invoice issued under the contracted SERVICES, for a period of more than 45 (forty-five) calendar days. The foregoing, with the understanding that, notwithstanding the suspension in the rendering of the SERVICES and/or in CLIENT’s access to the platform “Slyn Security Center”, any obligations of the CLIENT that remain outstanding on such suspension date, including the payment of any CONSIDERATION, shall continue to be in full force and effect until the same are duly and totally performed, according to these Terms and Conditions.
(ii) The CLIENT does not update to the latest version of the "Slyn Security Center '' software within a maximum period of 6 months after being released. Applies to all devices that have the ACRONIS INC client installed.
B)
RESCISSION.
It is recognized and agreed that the COMPANY may terminate the provision of the SERVICES contracted by the CLIENT, without any liability and without the need for a declaration, determination or judicial resolution, in the following cases:
(i) (a) if the CLIENT breaches any of its obligations under this Terms and Conditions, in such a manner that the relevant breach may not be remediated or cured by the CLIENT; or (b) if the CLIENT breaches any of its obligations under this Terms and Conditions, in such a manner that the relevant breach, being able to be remediated or cured, is not remediated or cured by the CLIENT, within 10 (ten) days as of the date in which the CLIENT receives a written notice from the COMPANY in which the relevant breach is indicated; and/or
(ii) if the CLIENT voluntarily initiates or if any person initiates against it, any dissolution, liquidation, reorganization, insolvency, winding-up or bankruptcy procedure, and such procedure is not detained, cancelled or terminated within 60 (sixty) days as of the request, requirement or initiation of the same; and/or
(iii) if, for any reason or motive whatsoever, the CLIENT delays in the payment of any pre-invoice or invoice issued under this Terms and Conditions, for a period of more than 45 (forty five) calendar days, without the existence of a written agreement in which the COMPANY had authorized the CLIENT an extension of such period of time; and/or
(iv) if, for any reason or motive whatsoever, the COMPANY ceases to be authorized or entitled to act as an authorized distributor of ACRONIS INC and, thus, to commercialize certain services and computer programs property of ACRONIS INC, including, without limitation, the SERVICES and/or the platform “Slyn Security Center”.
The foregoing, on the understanding that, notwithstanding, the termination of the contracted SERVICES, any obligations of the CLIENT that are pending compliance on said date of termination, will continue in force and take full effect until they are duly and fully fulfilled, according to the established Terms and Conditions.
8. INTELLECTUAL PROPERTY AND PERSONAL DATA PROTECTION.
8.1. Intellectual Property.
It is recognized and agreed that the property or ownership rights that each of the parties maintain over all of its intellectual and industrial property, is exclusive, acknowledging that this Terms and Conditions does not grant, whether expressly or tacitly, any right or license over the intellectual and industrial property of the other party, therefore, the COMPANY and the CLIENT agree not to use nor exploit in any manner whatsoever, any intellectual or industrial property of the other party (or any rights over the same), without the prior written consent of the party owning or holding title to the respective intellectual or industrial property.
8.2 Personal Data Protection.
The COMPANY and the CLIENT undertake to comply with all applicable laws in matters of data and information protection and security, including, without limitation, the Ley Federal de Protección de Datos Personales en Posesión de los Particulares (the “LFPDPPP”) and its regulations.
In the event of any transfer of “personal data” or “sensitive personal data”,as these terms are defined in Article 3, Paragraphs V and VI of the LFPDPPP, respectively (the “PERSONAL DATA”) to the other party, the transferring party shall be obliged to carry-out the same in terms of Article 36 of the LFPDPPP and Article 71 of its regulations, and the receiving party shall be obliged to treat such PERSONAL DATA, in accordance with the terms and for the purposes set forth in the notice of privacy (aviso de privacidad) that the transferring party makes available to the receiving party at the time of the relevant transfer of PERSONAL DATA.
Likewise, the COMPANY and the CLIENT undertake to safeguard the PERSONAL DATA they receive from the other PARTY with at least the same level of protection and diligence they use to guard their own CONFIDENTIAL INFORMATION (as defined below) but, in any case, with a level not lower than that required by the LFPDPPP.
The party receiving any PERSONAL DATA acknowledges and agrees to receive and use the same solely and exclusively for purposes of complying with its obligations under this Terms and Conditions and, under no circumstance, shall transfer the PERSONAL DATA to any independent third party.
In the event the receiving party uses the PERSONAL DATA for a purpose different than for the compliance of its obligations under this Terms and Conditions, the receiving party will release the transferring party from any liability related, whether directly or indirectly, to such use of the PERSONAL DATA, and will hold it harmless from any claim, complaint and/or demand, whether direct or indirect, resulting from such use or transfer of the PERSONAL DATA.
9. CONFIDENTIALITY.
For purposes of this Terms and Conditions, it will be considered as “CONFIDENTIAL INFORMATION” (i) any and all verbal, written, graphic or electromagnetic information that, by any means, is provided by any of the parties to the other party, including through their shareholders, partners, officers, directors, members, managers, employees, agents, contractors, advisors and representatives, same which includes, in a declarative, but not limitative manner: tariffs, quotes, names of clients, prospective clients and suppliers (except when the CLIENT provides to the COMPANY references to, and information of, future potential clients for the COMPANY, which will not be considered as CONFIDENTIAL INFORMATION), business formulas and strategies, compilations or records of any type or nature, information relating to investigations, records of project developments or investigations, source codes and program codes, including for computers, data, procedures, commercial secrets, patents, formulations, systems, technical, financial and business information, business proposals, investment projects, plans, reports, marketing projects or any other information of the parties.
The COMPANY and the CLIENT are obliged, either directly or indirectly, to: (i) refrain from using, in any manner whatsoever, whether on its own or through third parties, or from revealing to any third parties, except with the prior express authorization of the other party, whether verbally or in writing, the CONFIDENTIAL INFORMATION it receives from the other party, agreeing, in addition, to manage such CONFIDENTIAL INFORMATION with the maximum degree of care and confidentiality, and (ii) refrain from disclosing, using, exploiting, publishing, copying, modifying or destroying, whether on its own, or through third parties, the CONFIDENTIAL INFORMATION for any purpose different than for the compliance of its obligations under this Terms and Conditions, considering the CONFIDENTIAL INFORMATION is of the property of the party disclosing the same and that it constitutes extremely sensible, delicate and strictly reserved information.
For purposes of the established, the CONFIDENTIAL INFORMATION does not include information that (i) is or becomes available to the parties on a non-confidential basis; (ii) is known or developed independently by any of the parties and such independence may be reliably proven; (iii) is explicitly approved for disclosure by the other party, though a prior written authorization; (iv) is available to the general public, unless such publicity derives from a disclosure made in violation of the confidentiality obligations under this Terms and Conditions; and (v) must be disclosed to any governmental authorities, in accordance with the provisions of the following paragraph.
In case they receive any written, founded and motivated, request from any governmental authority, in strict adherence to the provisions of the applicable legislation, requesting the disclosure of any CONFIDENTIAL INFORMATION, any of the parties, as applicable, shall be entitled to disclose such CONFIDENTIAL INFORMATION of the other party, prior written notice to the party owning such CONFIDENTIAL INFORMATION, and agreeing to surrender to the respective governmental authority, only the CONFIDENTIAL INFORMATION strictly requested, informing such governmental authority the confidential and reserved nature of the mentioned CONFIDENTIAL INFORMATION.
Notwithstanding the foregoing, parties shall have the right to disclose to their affiliates, subsidiaries, employees and professional advisors, as well as to any of their assets or services providers, the CONFIDENTIAL INFORMATION that is reasonably necessary for the performance of its obligations under this Terms and Conditions, so long as such third parties expressly agree to comply with the confidentiality obligations and terms set forth in this Terms and Conditions.
The confidentiality obligations assumed by these Terms and Conditions will remain in force throughout the validity of the SERVICES contracted by the CLIENT and for a period of 3 (three) years from the date of termination thereof.
10. NO LABOR RELATIONSHIPS.
The SERVICES will be provided by the COMPANY, in its capacity as an independent contractor. Likewise, It is recognized and accepted that the nature of the present relationship between the COMPANY and the CLIENT is strictly commercial in nature, and that, in the performance and compliance of their obligations under this Terms and Conditions, both parties act freely and without the existence of a subordination or labor relationship between them and/or between any of them and the personnel, employees or contractors of the other party.
Each of the parties, respectively, shall be solely liable for the payment of the salaries, wages and/or legal benefits of its personnel or employees, as well as for complying with any obligations before the Mexican Institute of Social Security (Instituto Mexicano del Seguro Social, IMSS) and the National Fund Institute of Housing for the Employees (Instituto del Fondo Nacional de la Vivienda para los Trabajadores, INFONAVIT), in connection with such personnel and employees. Therefore, each of the parties agrees to keep the other party safe and harmless and to indemnify such other party from any labor claim filed against the other party, alleging a labor relationship between such other party and the personnel, employees or contractors of the other party.
Nothing in these Terms and Conditions shall constitute or create, or be deemed to constitute or create, an association, joint venture, joint venture, co-investment (joint-venture), or relationship between principal and agent, between the COMPANY and the CLIENT.
Neither party shall be authorized to act for or on behalf of, represent, or obligate the other party, without the prior written consent of the other party.
11. INDEMNIFICATION.
The CLIENT agrees to indemnify and hold harmless the COMPANY and ACRONIS INC, as well as each of their respective affiliates and subsidiaries, and their respective shareholders, partners, officers, directors, board members, managers, employees, agents, contractors, consultants and representatives (each, an “INDEMNIFIED PARTY”), with respect to: (i) any and all losses, claims, damages, liabilities and expenses, including reasonable and documented attorneys' fees and expenses, incurred or required of any of the INDEMNIFIED PARTIES, resulting from, or in any way way they are related to, any breach of the CLIENT to its obligations established in these Terms and Conditions, and (ii) any claim, demand, complaint, litigation, investigation or procedure in relation to any breach by the CLIENT of its obligations established in these Terms and Conditions.
12. TAXES AND EXPENSES.
12.1 Taxes.
Each party will be responsible for withholding, paying and paying each and every one of the taxes that correspond to it in relation to the contracted SERVICES, in accordance with current and applicable tax legislation in Mexico.
12.2 Expenses.
Each party will be responsible for covering their own expenses incurred in relation to the celebration and fulfillment of the contracted SERVICES, as well as the Terms and Conditions.
13. ENTIRE AGREEMENT.
These Terms and Conditions constitute the sole and complete agreement of wills between the parties with respect to the subject matter thereof and the SERVICES and, consequently, supersede any and all prior agreements and/or understandings, both verbal and written, between the parties.
14. ACTS OF GOD AND FORCE MAJEURE.
Neither party will be exempt from complying with its obligations under these Terms and Conditions, notwithstanding any fortuitous event or force majeure.
15. ASSIGNMENT.
The CLIENT may not assign, either partially or totally, their rights and/or obligations established in the present Terms and Conditions, without the prior written consent of the COMPANY. The COMPANY may assign, either partially or totally, its rights and/or obligations established in the present Terms and Conditions, prior delivery to the CLIENT of a notice by email at least 15 (fifteen) calendar days in advance to the respective assignment.
16. APPLICABLE LAW AND JURISDICTION.
Any controversies or conflicts that arise from or in relation to these Terms and Conditions, will be settled and resolved in accordance with applicable Mexican laws and the competent federal courts in Mexico City.
17. SEVERABILITY.
In the event that any provision of these Terms and Conditions is declared invalid, illegal, void or unenforceable, such provision shall not affect or invalidate any other provision of these Terms and Conditions.
18. NOTICES AND OTHER COMMUNICATIONS.
All notifications, whether judicial or extrajudicial, and other communications that the parties wish or should give in relation to these Terms and Conditions must be made in writing and delivered to the corresponding fiscal domiciles of each of the parties and/or or to the respective emails.
The information corresponding to the COMPANY is indicated below:
Address: Montes Urales 415 int 6, Lomas de Chapultepec III Sección, Miguel Hidalgo, C.P. 11000, Ciudad de México, México.
E-mail: legal@slyn.io
The COMPANY reserves the right to make changes, modifications and/or alterations or adaptations in the content of the Terms and Conditions, at its sole discretion at any time. Substantial modifications to the Terms and Conditions will be notified to Clients, prior to publication on the website.
The foregoing does not remove the responsibility that you verify the Terms and Conditions of this Site at the time you access it, to review any changes or adaptations that have been made to them. Your continued use of this Site and its Content constitutes your acceptance of the current Terms and Conditions. Access to and use of this Site and its Content will be governed by the Terms and Conditions in effect at the time such access and/or use takes place.
The CLIENT declares that he has read and understood these Terms and Conditions, and undertakes to abide by them during the use and validity of the contracted SERVICES.