Yuno Tecnologías S.A.P.I. de C.V. (hereinafter referred to as "Yuno") is a company incorporated under Mexican law under deed number 158,719, executed before Notary number 132 of Mexico City. For all purposes of these terms and conditions (hereinafter referred to as "Terms and Conditions and/or Agreement"), Yuno will be the operator of a Software-as-a-Service (SaaS) through which it will provide a platform offering different payment methods, fraud prevention providers, and integrates all types of existing solutions in the payment industry (hereinafter referred to as the "Services").
The Company (hereinafter referred to as the “Company”) will be the individual or legal entity that, through a Purchase Order, contracts and acquires the Services provided by Yuno.
Yuno’s Offers.
1.1. Offers. Subject to the terms of this Agreement, Yuno will make available to the Company certain software as a service ("SaaS") offers, as described in each Purchase Order and to the authorized users of the Company (each, a "User"). Each Purchase Order sets forth (a) the nature of the Services provided by Yuno that have been selected and acquired by the Company, (b) if the Services will be provided on a trial basis and the duration of such trial, if applicable ("Trial Period"), (c) the period during which the Services will be provided on a non-trial basis (each, a "Subscription Period"), (d) the number of Users authorized to use the Services, (e) the service level standards described in Annex A of service levels ("Service Levels"), and (f) the fees for the Services per Subscription Period ("Subscription Fees").
Notwithstanding any contrary term in these Terms and Conditions, (i) to the extent that there is a conflict between the terms and conditions of a Purchase Order and the terms and conditions of this Agreement, the Purchase Order will prevail, and (ii) the Company is responsible for the acts and omissions in the use of the Services.
1.2. API Access. Yuno will make commercially reasonable efforts to promptly provide the Company with access to Yuno’s Application Programming Interface (API), which is part of the Services. Yuno will host the API, and the Company will access it through the Services. The Company acknowledges that the API and API functionality (a) are only available through the Services, (b) are not available separately, and (c) are subject to the terms and conditions of this Agreement. The Company shall not access or use, or attempt to access or use, the API separately from the Services.
Service Levels. Yuno will make commercially reasonable efforts to comply with the service level standards described in Annex A of Service Levels ("Service Level Standards"), which is an integral part of these Terms and Conditions. The support conditions and Service Level Standards are incorporated into this Agreement by reference.
Usage Requirements. The Company is responsible for maintaining the confidentiality of its passwords, identifications, and other credentials and login information of its Users (collectively, "Passwords"), and the Company agrees that Yuno has no responsibility with respect to the use of any Password. The Company acknowledges that the Passwords are personal. The Company must immediately notify Yuno if it has reason to believe that the security of the Company's account has been compromised or if any unauthorized person has accessed any of the Services.
Fees and Payment Terms.
4.1. Subscription Fees. The Company will pay Yuno the Subscription Fees in accordance with the payment terms set forth in the applicable Purchase Order. Subscription Fees do not include taxes, which will be charged as applicable. Unless otherwise specified in the Purchase Order, Yuno will invoice the Company for Subscription Fees monthly in arrears. The Company will pay all amounts invoiced by Yuno within thirty (30) days from the date of such invoice, and all payments must be made (a) in US dollars, or in Mexican pesos using the Representative Market Rate (TRM) agreed upon by the parties in each Purchase Order, and (b) by wire transfer in immediately available funds to an account designated by Yuno.
4.2. Interest and Additional Terms. Late payment interest will accrue at a rate of one and a half percent (1.5%) per month, or the highest rate permitted by law, whichever is lower, from the due date of such amount until the date of full payment. The Company will be responsible for and will pay all sales and similar taxes on all license fees and similar fees applicable to the provision of the Services, excluding only taxes based solely on Yuno’s gross or net income.
If the Company is required to deduct or withhold taxes from the payment of the Subscription Fee invoice, it may deduct this amount from the applicable Subscription Fee to the extent that it is paid as a tax withholding in compliance with the laws applicable to the Company. The Company will not be required to reimburse Yuno for the deduction amount, provided that it submits a valid tax receipt within ninety (90) days from the invoice issuance date. Failure to provide this tax receipt within the specified period will result in all fees, including the deduction amount, becoming immediately due, and non-payment of these fees may result in the suspension or cancellation of the Services.
Notwithstanding any term to the contrary in this Agreement, (a) Yuno shall not be obligated to issue any refund for paid Subscription Fees, and (b) Yuno, at its sole discretion, may modify its prices during any Subscription Period, provided that the modifications only become effective from the Subscription Period immediately following the current one.
5. Acceptance of the Terms and Conditions. The individual accepting these Terms and Conditions represents and warrants that they have sufficient authority to represent and bind the Company to comply with the provisions herein.
6. Liability and Indemnification. The Company shall be entirely responsible for: (i) Payment of salaries and labor entitlements of its employees, as well as payment to its contractors; (ii) Any harm caused to third parties by its actions or omissions or those of its dependents; (iii) Any breach of its obligations under these Terms and Conditions.
6.1. Exclusion of Damages. Except for (a) breach of sections 10. (restrictions) or 11. (confidentiality) or (b) infringement, misappropriation, or violation of any intellectual property rights of either party, or (c) indemnification obligations of either party as set forth in section 6 (liability and indemnification), neither party shall be liable for any loss of profits or any indirect, special, incidental, reliance, or consequential damages of any kind, regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages in advance.
6.2. Liability Limits. Except in cases of (a) breach of sections 10. (restrictions) or 11. (confidentiality), (b) infringement, misappropriation, or violation of any intellectual property rights of either party, or (c) indemnification obligations of either party as set forth in section 6.3. (indemnification), the total liability of each party to the other shall not exceed the subscription fees actually paid by the Company to Yuno during the subscription period in which the damages occurred. Furthermore, notwithstanding any term to the contrary in this Agreement, (i) the sole and exclusive remedy for any breach of the terms or conditions of the Service Level Standards shall be the credits provided under the mentioned service levels, and (ii) Yuno shall not be liable for any disclosure, unauthorized use, and/or unauthorized access to any Company data, other data, or other information.
6.3. Indemnification. Yuno, at its own expense, will defend the Company, its affiliates, and their respective directors, officers, employees, consultants, and agents ("Company Parties") against any claim and will indemnify the Company Parties from any related loss that results from or arises in connection with (a) any alleged or actual breach of this Agreement, including, (b) any Yuno data, (c) any act or omission by Yuno with respect to the Services, or (d) any violation of applicable laws, rules, or regulations by Yuno or any person or entity acting on behalf of Yuno. The Company, at its own expense, will defend Yuno, its affiliates, and their respective directors, officers, employees, consultants, and agents ("Yuno Parties") against any claim and will indemnify the Yuno Parties from any related loss that results from or arises in connection with (a) any alleged or actual breach of this Agreement, including, (b) any Company data, (c) any act or omission with respect to the Services, or (d) any violation of applicable laws, rules, or regulations by the Company or any person or entity acting on behalf of the Company. The indemnifying party's obligations under this Section 6.3 (Indemnification) are conditioned upon the indemnified party (i) providing written notice of the claim to the indemnifying party promptly upon becoming aware of it, and (iii) providing reasonable cooperation to the indemnifying party and assistance in the defense or settlement of the claim.
7. Intellectual Property Rights. Except as expressly provided in these Terms and Conditions, nothing herein shall be deemed to transfer, assign, or convey any intellectual and/or industrial property rights or other proprietary rights from one party to the other. Under no circumstances shall these Terms and Conditions be construed as transferring, in any form, the technology owned by Yuno Tecnologías S.A.P.I. de C.V., its parent, subsidiaries, and/or affiliated companies. It is clarified that Yuno is the sole owner of the technology through which the Services are provided. The Company authorizes Yuno to use the Company’s name and logo on Yuno’s website, identifying the Company as a Yuno customer and describing the Company's use of the Services, notwithstanding any term to the contrary in these Terms and Conditions.
8. Independence of the Parties. The Company and Yuno are independent contractors, and nothing in these Terms and Conditions is intended to or creates any joint venture, partnership, or employer/employee relationship between the parties. Consequently, the parties will independently fulfill their obligations to third parties (in labor, social security, and tax matters).
9. Force Majeure. Neither party shall be liable for any delay or failure to perform these Terms and Conditions that results directly or indirectly from an act of God or force majeure. "Force Majeure" or “Act of God” shall mean all causes or events beyond the control of either party that cannot be foreseen or that, if foreseen, could not be avoided, and that occur after acceptance of these Terms and Conditions and prevent, delay, or hinder the performance of a party's obligations.
10. Restrictions. Except as expressly authorized by these Terms and Conditions, the Company shall not (a) modify, disclose, alter, translate, or create derivative works from the Services (or any of their components); (b) license, sublicense, resell, distribute, lease, rent, lend, transfer, assign, or otherwise dispose of the Services (or any of their components); (c) use the Services to store or transmit viruses, software routines, or other code designed to allow unauthorized access, disable, erase, or otherwise harm software, hardware, or data, or to perform any other harmful action; (d) copy, frame, or mirror any part or content of the Services; (e) build a competitive product or service, or copy any feature or function of the Services; (f) interfere with or disrupt the integrity or performance of the Services; (g) attempt to gain unauthorized access to the Services or related systems or networks; (h) disclose to any third party any performance information or analysis related to the Services; (i) remove, alter, or obscure any proprietary notice on the Services, including copyright notices; (j) disclose or make available the passwords provided by Yuno to the Company or Users; (k) create or maintain any copy of any Content, except to print or download insubstantial amounts of Content for the intended use of the Services; (l) reverse engineer, decompile, disassemble, decrypt, redesign, reverse assemble, reverse compile, or otherwise translate, create or attempt to create the source code of the Services or their structural framework (in whole or in part), or engage in any process intended to determine the source code of the Services; (m) circumvent or attempt to circumvent any technological protection measures designed to restrict access or use of any part of the Services or their functionality; (n) undertake any action that imposes an unreasonable or disproportionately large load on the Services; (o) use the Services for any purpose that is illegal in any way or advocates for illegal activity; or (p) cause or permit any third party to do any of the foregoing.
11. Confidentiality. Any technical, commercial, financial, strategic, legal, and/or any other nature of information related to the present and future business operations of the involved parties in these Terms and Conditions, disclosed and/or delivered in writing between them, expressly indicating that such information is confidential or that a person at the time of disclosure may reasonably presume under the specific circumstances in which the disclosure occurred, that such information is confidential, shall be considered confidential information. The duty of confidentiality established in this provision shall be valid for the duration of these Terms and Conditions and binding on the parties, or while there are Purchase Orders in effect and for up to two (2) years following their termination.
12. Dispute Resolution. Any controversy or dispute arising out of these Terms and Conditions or their execution shall first be attempted to be resolved by direct negotiation between the parties. If thirty (30) calendar days have elapsed since the emergence of the dispute without resolution, conciliation shall be attempted before any authorized conciliation center in Mexico City. If the difference is not resolved at this stage, the parties shall submit to the courts of ordinary jurisdiction in Mexico City. The Company agrees that, notwithstanding any law to the contrary, any claim or cause of action arising out of or related to the use of the Services or these Terms and Conditions must be filed within (1) one year after such claim arose or it shall be forever barred.
13. Personal Data Protection. Within the framework of these Terms and Conditions, the Parties shall ensure compliance with the Federal Law on the Protection of Personal Data Held by Private Parties, its Regulations, and, where applicable, any other provision applicable to the Company regarding the protection of personal data, the databases containing them, and/or the protection of data subjects (collectively, the "Personal Data Regulation").
In accordance with the foregoing, the Parties agree to regulate the data processing necessary for the fulfillment of the object of these Terms and Conditions, in accordance with the provisions of Annex B thereof.
13.1 Company Data. Between the parties and subject to the limited grant established in this Section 13.1 (Company Data), the Company owns all company data. During the term of this Agreement, the Company grants Yuno a non-exclusive, royalty-free, worldwide, sublicensable right and license to reproduce, modify, and store all electronic data or information provided by the Company to Yuno through the Services or in connection with them ("Company Data") solely in connection with the Services. Before granting Yuno access to the Company Data, the Company has obtained (a) all necessary rights and consents to grant Yuno the rights set forth in this Agreement with respect to such Company Data, and (b) all Company Data has been collected, stored, transferred, processed, collected, disclosed, and otherwise handled in accordance with all applicable laws, regulations, and rules, including, among others, regulations applicable to the processing and security of Personal Data.
13.2 Yuno's Analytical Data. The Company acknowledges and agrees that Yuno may monitor, collect, use, and store anonymous and aggregated statistics about the use of the Services and/or the individuals/entities interacting with the Services (collectively, "Yuno's Analytical Data").
14. Termination, Rescission, and Effects of Termination.
14.1 Term. These Terms and Conditions shall have an initial duration of twelve (12) months and shall commence from the start date of the subscription period or the pilot period ("Effective Date"). During this period, both parties are committed to fulfilling all obligations and terms set forth in this Agreement. If the Company decides to terminate the Agreement before completing the first year, the Company shall pay Yuno within a period not exceeding five (5) calendar days following the termination date, the amount corresponding to three (3) months of the fixed subscription fee. Thereafter, these Terms and Conditions shall automatically renew for successive periods equivalent to the duration of the Subscription Period unless either party provides written notice of non-renewal at least sixty (60) days before the end of the current Subscription Period.
14.2 Rescission. Either party may rescind the Terms and Conditions, with just cause, if the other party materially breaches them and does not remedy such breach within thirty (30) days following receipt of written notice of such breach. The present Agreement shall be terminated automatically regardless of judicial or extrajudicial notification upon the occurrence of any of the following events: establishment of notorious insolvency, bankruptcy, judicial or extrajudicial recovery, or by the dissolution or liquidation of either party. Additionally, Yuno may suspend the use of the Services without any liability if Yuno determines that (a) the Company or any of the Users is in breach of sections 13.1 (Company Data) or 10 (Restrictions), or (b) Yuno is required by any applicable law to suspend the Services.
14.3 Effects of Termination. Upon expiration or termination of these Terms and Conditions, (a) all rights and licenses granted to the Company under the Terms and Conditions shall immediately terminate, and (b) the Company shall immediately pay Yuno all amounts owed for the contracted period by the Company. Notwithstanding any contrary provision in these Terms and Conditions, (i) sections 4 (Fee and Payment Terms), 14.3 (Effects of Termination), 6.3 (Indemnification), 6.2 (Limitation of Liability), 11 (Confidentiality), 13.1 (Company Data), 13.2 (Yuno's Analytical Data), 10 (Restrictions), and 15 (General Provisions) shall survive termination or expiration of these Terms and Conditions, and (ii) no refunds shall be made.
14.4 Unilateral Termination by Yuno. Yuno reserves the right to unilaterally terminate these Terms and Conditions at any time, without the need for justification, by providing written notice to the Company at least ninety (90) days in advance. In the event of exercising this right, Yuno shall refund to the Company the proportional part of the subscription fee corresponding to the unused period of the service, if any. The unilateral termination by Yuno shall not give rise to any right to compensation in favor of the Company, beyond the aforementioned refund.
15. General Provisions.
(i) Executive Title. These Terms and Conditions contain clear, express, and enforceable obligations and therefore provide executive status in favor of each of the parties.
(ii) Partial Nullity and Non-Waiver of Rights. In the event that any provision of these Terms and Conditions is deemed void, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected or limited in any way. The failure or delay of either party to exercise any of the powers or rights granted in these Terms and Conditions, or to demand compliance with them, shall not be construed as a waiver of such rights or powers, nor shall it affect the overall or partial validity of the Terms and Conditions, nor the right of the respective party to subsequently exercise such powers or rights, unless otherwise provided by law or contract.
(iii) Assignment of Terms and Conditions. The Company may not assign in whole or in part the execution of these Terms and Conditions to a third party, nor the obligations and rights derived therefrom. However, Yuno may assign its rights and obligations under these Terms and Conditions to another entity within its same corporate group, whether a subsidiary or affiliate, provided that written notice is provided to the Company in advance.
(iv) Entire Agreement. These Terms and Conditions exclusively represent the will of the parties and supersede any verbal or written agreement, express or implied, that exists or may exist between them regarding the subject matter of these Terms and Conditions.
(v) Taxes. Except as specifically agreed in these Terms and Conditions, each party shall be responsible for payments of taxes imposed by Applicable Law in connection with the execution and performance of these Terms and Conditions.
(vi) Availability, Security, and Stability. Yuno does not guarantee the availability or uptime of the API or its Service. In the event of instability or major technical issues, Yuno shall not be liable to the Company, but will make its best efforts to stabilize its operation and pay the corresponding service credits as set forth in the Service Level Agreement.
(vii) Declaration of Origin of Funds and Terrorism Financing. The Company declares that its income comes from lawful activities, is not included in lists for the control of money laundering and terrorism financing, managed by any national or foreign authority, and consequently undertakes to be responsible for all damages that may be caused as a result of this assertion. Accordingly, Yuno may deprive the Company of the use of the Services if the Company is included in the list of the Office of Foreign Assets Control - OFAC issued by the United States Treasury Department, the list of the United Nations, and other public lists related to the issue of money laundering and terrorism financing.
(viii) Business Ethics and Anti-Corruption. The Company undertakes to implement internal control mechanisms to prevent acts of corruption in negotiations. Accordingly, it undertakes not to directly or indirectly receive or offer to Yuno's employees, directors, or subordinates: (i) sums of money, (ii) any object of pecuniary value, or (iii) other benefit or advantage, in exchange for: (a) performing, (b) omitting, or (c) delaying, any act related to the exercise of their functions. The Company declares and warrants that both the Company and its officials, employees, directors, or subcontractors comply with anti-corruption standards, including, but not limited to, those contained in the General Law of the National Anti-Corruption System, the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, or those that amend, substitute, regulate, or develop it, as well as those national and international regulations relating to the prevention of fraud, bribery, corruption, money laundering, and terrorism. Likewise, the Company declares and warrants that neither it nor its officials, employees, directors, or subcontractors are subject to investigations, accusations, or processes related to the violation of anti-corruption standards and that it has not been subject to criminal, disciplinary, or contractual sanctions arising from the violation of such regulation. The Company undertakes to comply with anti-corruption laws and declares that any breach constitutes a violation of these Terms and Conditions, entitling Yuno exclusively to deprive the Company of the use of the Services. Similarly, the Company undertakes to notify Yuno of any notification associated with an investigation, proceeding, sanction, or similar, initiated against it or against any of its officials, employees, directors, or subcontractors, within twenty-four (24) hours following the date on which it becomes aware of the notification of the investigation.
(x) Payments for Tangible or Intangible Benefits. The parties agree that they shall not be obligated to pay to any title, any sum of money to the other party, for tangible or intangible benefits acquired under the use of the Services that are not expressly defined in these Terms and Conditions or in any Purchase Order between the parties.
(xi) Applicable Law and Contractual Domicile. For the interpretation and fulfillment of these Terms and Conditions, the parties submit to the provisions of the Civil Code for the Federal District (now Mexico City) and suppletorily the Federal Civil Code and to the competent courts of Mexico City. For all legal purposes, the contractual domicile shall be Mexico City.
ANNEX A
SERVICE LEVELS
The service level agreements are available at the following link: [Standard & Premium Support]
ANNEX B
PROVISIONS APPLICABLE TO THE DATA PROCESSING AGREEMENT
CLAUSES
FIRST. DEFINITIONS. For the purposes of this Annex and the Terms and Conditions to which it is appended, the following terms in uppercase, in singular or plural, interchangeably, shall have the meanings as set forth herein:
- Controller: A natural or legal person, private in nature, who decides on the processing of personal data; in this Annex, the “Company”.
- Processor: In this Annex, it refers to “Yuno”.
- Annex: This Data Processing Agreement Annex.
- Privacy Notice: A physical, electronic, or any other format document generated by the Controller that is made available to the data subject prior to the processing of their Personal Data.
- Terms and Conditions: The Agreement relating to the provision of Software as a Service (“SaaS”), entered into between Yuno and the Company.
- Services: Those set forth in Clause 1 of the Terms and Conditions.
- LFPD: The Federal Law on the Protection of Personal Data Held by Private Parties.
- RLFPD: The Regulations of the Federal Law on the Protection of Personal Data Held by Private Parties.
- Personal Data Regulation: Collectively, the LFPD, the RLFPD, and any other provision applicable to the Company regarding the protection of personal data, the databases containing them, and/or the protection of data subjects.
- Personal Data: Any information concerning an identified or identifiable natural person.
- Processing: The obtaining, use, disclosure, or storage of Personal Data, by any means. Use encompasses any action of access, handling, exploitation, transfer, or disposition of Personal Data.
- Transmission of Personal Data: Communications of personal data made between the Company (Controller) and Yuno (Processor), for the fulfillment of the Services.
- Subprocessor: Any processor engaged by the Processor or by any other subprocessor of the Processor who agrees to receive Personal Data exclusively intended for Data Processing activities to be carried out on behalf of the Controller.
- INAI: The National Institute for Transparency, Access to Information, and Personal Data Protection.
- ARCO Rights: The access, rectification, cancellation, and opposition rights provided for in the LFPD and the RLFPD.
Security Measures: In their entirety, the administrative, technical, and physical security measures that allow for the protection of Personal Data against damage, loss, alteration, destruction, or unauthorized use, access, or processing.
Personal Data Security Breach: At any stage of the Processing of Personal Data:
- Unauthorized loss or destruction of Personal Data or Databases;
- Theft, misplacement, or unauthorized copying of Personal Data or Databases;
- Unauthorized use, access, or processing of Personal Data or Databases; or
- Unauthorized damage, alteration, or modification of Personal Data or Databases.
SECOND. OBJECTIVE.
The purpose of this Annex is to formalize the rights and obligations of the Parties regarding the Processing of Personal Data that they must carry out for the fulfillment and execution of the Terms and Conditions, and, in particular, to precisely and documentarily define those stages of the Processing of Personal Data in which Yuno will act as Processor on behalf of the Company.
THIRD. SCOPE OF THE PERSONAL DATA PROCESSING AGREEMENT
The Parties agree that through this Annex, they will comply with the requirement of "contractual clauses" or "other legal instrument" that must exist between the Controller and the Processor, as referred to in Article 51 of the RLFPD.
If Yuno, acting as Processor, processes information of the Company (Controller) containing Personal Data, or in any other way processes Personal Data on behalf of the Company (Controller) in relation to the fulfillment of the obligations provided in the Terms and Conditions, all provisions of this Annex shall apply to the Parties.
The Processor acknowledges that all rights, obligations, and interests in the Personal Data belong to the Company, except for those rights, obligations, and interests established in the LFPD and the RLFPD that are the responsibility of the Processor.
FOURTH. RESPONSIBLE'S OBLIGATIONS
The Controller agrees, undertakes, and guarantees that:
- The Processing of Personal Data, including its Transmission, is carried out and will be carried out in accordance with the provisions of the Personal Data Regulation and does not violate the applicable provisions of said regulations.
- They have instructed Yuno (Processor) to process, on behalf of the Controller, the Personal Data necessary for the fulfillment of the Terms and Conditions and will continue to instruct the Processor on such Processing during the validity of the Terms and Conditions and this Annex, in accordance with the Personal Data Regulation.
- They have obtained from the corresponding Data Subjects the legally required consent to carry out the Processing of their Personal Data, in accordance with the provisions of the Personal Data Regulation.
FIFTH. PROCESSOR'S OBLIGATIONS
Under this Annex and without prejudice to what is established in the rest of its clauses and in the Terms and Conditions of which it is a part, Yuno expressly undertakes as follows:
- As a Processor, to follow the instructions of the Company for the Processing of Personal Data necessary for the fulfillment and execution of the Terms and Conditions and the provision of the Services.
- To process the information provided by the Company in accordance with applicable regulations and, in particular, in accordance with the Personal Data Regulation when such information contains Personal Data. Yuno will be subject to regulation by the LFPD as a Processor and must process personal data in accordance with the provisions of this Annex and the Privacy Notices made available to Data Subjects by the Company.
- To act with the utmost diligence, skill, probity, and good faith to fulfill the Purposes, in such a way that the rights, image, prestige, or reputation of the Company are not harmed at any time.
- To provide the Company, when requested, with any information related to the information and/or Personal Data communicated by the Company to Yuno.
- To adopt and implement sufficient and necessary administrative, physical, and technical security measures for the protection of the Personal Data subject to processing.
- To immediately notify the Controller if any of the following cases occur:some text
- If required by a competent authority to communicate or disclose the Personal Data subject to Processing unless such notification constitutes a violation of a legal provision regarding the confidentiality of an investigation;
- If there is a Personal Data Security Breach related to the Personal Data processed on behalf of the Company; or
- If they receive a request to exercise ARCO Rights, directly submitted by a Data Subject, in which case they must refrain from processing such request unless expressly instructed otherwise by the Company in writing.
- To provide the Company, within 5 (five) business days, with any requirement from a competent authority related to the Processing of the Personal Data covered by this Annex and, in particular, those related to the Security Measures adopted for their Processing.
- In the event of subcontracting a Subprocessor, to comply with the provisions of Clause Seven of this Annex.
SIXTH. OBLIGATIONS APPLICABLE UPON TERMINATION OF SERVICES
The Parties agree that, upon termination of the provision of the Services, the Company may instruct Yuno (and any Subprocessors, as applicable) to, at its option:
1. Return to the Company the Personal Data subject to Processing, including any copies thereof, and the Personal Data that have been processed as a result of the fulfillment of the Terms and Conditions, or
2. Destroy all Personal Data, including any copies thereof, and Personal Data processed as a result of the fulfillment of the Terms and Conditions, requiring in this case a certificate from the Processor specifying the method of destruction employed and, if applicable, the identity of the service provider responsible for the destruction.
In both cases, Yuno may retain a copy of the Personal Data necessary to comply with current legal or regulatory provisions requiring such retention by a Processor, for any purpose expressly provided for by such legislation. In such cases, the Processor guarantees to the Company the blocking and confidentiality of the retained Personal Data, and undertakes to refrain from using them for any subsequent processing.
SEVENTH. HIRING OF SUBPROCESSORS
The Processor shall ensure that any Subprocessors it hires adhere to the same obligations regarding the protection of Personal Data established for it under this Annex. Additionally, it shall conduct a prior assessment on information security in accordance with its internal procedures, in order to verify that the Personal Data will be kept safe and confidential.
In such cases, the Processor shall enter into a Data Processing Agreement with each and every corresponding Subprocessor. These Data Processing Agreements shall be in writing and shall contain, at a minimum, the same obligations regarding the protection of Personal Data established between the Parties. The same agreements shall establish that any claim, cost, loss, damage to third parties, or liability incurred and arising directly or indirectly from the breach of the Subprocessor's obligations shall be borne exclusively by the Subprocessor. The Processor shall maintain an updated record of all Data Processing Agreements entered into with Subprocessors.
EIGHTH. SECURITY MEASURES AND POINT OF CONTACT
The Processor shall implement all Security Measures that are appropriate to protect the Personal Data.
Additionally, the Processor shall:
1. Have a point of contact who shall be responsible for: (i) keeping the Company informed of all Security Measures implemented to protect the Personal Data, and (ii) assisting the Company in responding to any requests from the Data Subjects or any requirements from the INAI related to the Personal Data processed under this Annex.
2. Keep the Company's Data Protection Department informed and updated about the identity and contact information of the person referred to in the immediate preceding paragraph.
3. Ensure that the point of contact referred to in paragraph (a) expeditiously provides the information required by the Company as regulated by this Annex, taking into account the deadlines provided by the Data Protection Regulation.
4. Except as otherwise provided by applicable law, refrain from responding to requests from Data Subjects related to the exercise of their ARCO Rights. In such cases, the person referred to in paragraph (a) shall immediately notify the Company of the receipt of any request or requirement.
NINTH. PERSONAL DATA SECURITY BREACHES
Yuno shall notify the Company of any Personal Data Security Breach related to the Personal Data subject to this Annex that may occur at any stage of the Processing under its responsibility or under the responsibility of a Subprocessor, as applicable.
For these purposes, and in order for the Company to have the necessary information and documentation to act in accordance with the Data Protection Regulation, if the Processor suffers a Personal Data Security Breach related to such Personal Data, it shall notify the occurrence of the Personal Data Security Breach to the Company as soon as it has technical confirmation of the same, providing the Company, at least, with the following information:
1. The nature of the incident (including information about the circumstances in which it occurred).
2. The Personal Data compromised.
3. The corrective actions taken immediately upon confirming the occurrence of the Personal Data Security Breach.
4. Any information that enables the Company to communicate to the Data Subjects the measures they can take to protect their interests.
5. The means through which more information about the Personal Data Security Breach can be obtained, in order to inform the Data Subjects of any relevant information in this regard.
TENTH. DURATION
This Annex shall have the same duration as the Terms and Conditions under which it was entered into, commencing its validity on the date of its signature. However, either Party may communicate to the other its intention to terminate this Annex by prior written notice with 60 (sixty) natural days' notice before the effective termination date, without the need for any judicial or extrajudicial declaration or procedure and without liability to the Parties. In the latter case, the Parties agree to document the processing of Personal Data and the obligations that correspond to them in accordance with the Terms and Conditions.
ELEVENTH. BREACH AND TERMINATION
In the event of a breach by either Party of any obligation under this Annex, the affected Party shall send written notice to the breaching Party granting it a period of 15 (fifteen) business days from the receipt of the notice to remedy such breach. If the breach persists after the aforementioned period has elapsed, the affected Party may terminate this Annex without any liability and without the need for prior judicial declaration, or demand the enforcement of such unfulfilled obligations through judicial means. In both cases, the breaching Party shall be liable for damages caused by such breach to the affected Party.
TWELFTH. INDEMNIFICATION
The Parties acknowledge and agree that any claim, cost, loss, damage to third parties, or liability incurred directly or indirectly from the breach of this Annex or the provisions of the Data Protection Regulation, shall be assumed by the breaching Party.
THIRTEENTH. FORCE MAJEURE
Neither Party shall be liable for any delay or failure in its obligations under this Annex when directly caused by force majeure. In such event, the breaching Party shall notify the affected Party within 2 (two) business days following the occurrence of force majeure, to reschedule the compliance with this Annex.
FOURTEENTH. ASSIGNMENT
Neither Party may assign or transfer its rights and obligations under this Annex to any third party without the prior written consent of the other Party, and provided that the applicable legal provisions and regulations are complied with.
The provisions of the preceding paragraph do not apply to the subcontracting of services regulated by Clause Seventh of this Annex, which shall be carried out, if applicable, in accordance with the provisions of this Annex.
FIFTEENTH. AMENDMENTS
The Parties agree that they may not modify the obligations assumed through this Annex, unless necessary to adapt it to new provisions or regulations, subsequent to the date of its execution. This does not preclude the Parties from adding new clauses or annexes, provided that none of them contradicts the original provisions of the Terms and Conditions and of this Annex, and is entered into by prior written agreement.
SIXTEENTH. AUTONOMY OF PROVISIONS
The Parties agree that the nullity, invalidity, illegality, and/or any other defect in the provisions of this Annex shall only affect said provision; therefore, it shall not affect the other provisions agreed herein, which shall retain their binding force.
SEVENTEENTH. HEADINGS
The Parties expressly state and acknowledge that the headings and titles established at the beginning of each clause are merely for identification purposes; therefore, they shall not be considered as restricting or limiting elements regarding the content or the legal effects or scopes thereof.
EIGHTEENTH. APPLICABLE LAW AND JURISDICTION
This Annex shall be governed by the current federal legislation applicable in the United Mexican States. For the interpretation, execution, and fulfillment of this Annex, the Parties submit to the jurisdiction of the federal courts located in Mexico City, expressly waiving any other jurisdiction or venue that, due to their present or future domiciles or for any other reason, may correspond to them.
