The Company (hereinafter the “Company”) will be the natural or legal person that, through a Purchase Order, contracts and acquires the Services provided by Yuno.
1. Yuno Offering.
1.1. Offering. Subject to the terms of this Agreement, Yuno will make certain software as a service ("SaaS") offerings available to the Company as described in each Purchase Order and to the Company's authorized users (each, a " User"). Each Purchase Order sets forth (a) the nature of the Services provided by Yuno that have been selected and purchased by the Company, (b) whether the Services will be provided on a trial basis and the duration of such trial, if applicable ("Term Trial"), (c) the period in which the Services will be provided on a non-trial basis (each, a "Subscription Period"), (d) the number of Users (as defined below) authorized to use the Services and (e) the fees for the Services per Subscription Period ("Subscription Fees").
Notwithstanding any contrary term in these Terms and Conditions, (i) to the extent a conflict arises between the terms and conditions of a Purchase Order and the terms and conditions of this Agreement, the Purchase Order shall prevail, and ( ii) the Company is responsible for acts and omissions in the use of the Services.
2. Service Levels. Yuno will commercially use reasonable efforts to comply with the service level standards described in the Service Level Addendum ("Service Level Standards") which is an integral part of these Terms and Conditions. The Terms of Support and Service Level Standards are incorporated into this Agreement by reference.
3. Requirements for Use. The Company is responsible for maintaining the confidentiality of its Users' passwords, identifications, and other credentials and login information (collectively, "Passwords"), and the Company agrees that Yuno has no liability with respect to the use of any Password. The company recognizes that Passwords are personal to each User, and the Company is responsible for ensuring that each Password is used only by the applicable User. Company must notify Yuno immediately if it has reason to believe that the security of Company's account has been compromised or if unauthorized persons have accessed any of the Services.
4. Rates and Payment Conditions.
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. The Subscription Fees do not include taxes, which will be charged as applicable. Unless otherwise set forth in the Purchase Order, Yuno will invoice the Company for Subscription Fees in arrears. The Company will pay all amounts invoiced by Yuno within thirty (30) days from the date of said invoice, and all payments must be made (a) in US dollars, or in Mexican pesos using the Representative Market Rate (Tasa Representativa del Mercado - TRM) established by the parties in each Purchase Order and (b) by bank transfer in immediately available funds to an account designated by Yuno.
4.2. Additional Interests and Conditions. Late interest will accrue at a rate of one point five percent (1.5%) per month, or the highest rate permitted by law, whichever is lower, from the due date of said amount until the date of full payment of it. The company will be responsible for and pay all sales and similar taxes on all licenses 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 on the payment of the Subscription Fee invoice, it may deduct this amount from the applicable Subscription Fee to the extent it is paid as withholding taxes in compliance with applicable laws. to the enterprise. The Company will not have to refund Yuno the amount of the deduction, provided that it presents a valid tax receipt within ninety (90) days from the date of issuance of the invoice. If this tax receipt is not presented within the specified period, all fees, including the amount of the deduction, will become immediately due, and non-payment of these fees may result in the suspension or cancellation of the Services.
Notwithstanding anything to the contrary in this Agreement, (a) Yuno will not be obligated to issue any refund for Subscription Fees paid, and (b) Yuno, in its sole discretion, may modify its prices during any Subscription Period, provided that modifications are only effective as of the Subscription Period directly following the one currently running.
5. Acceptance of the Terms and Conditions. The natural person who accepts these Terms and Conditions declares and guarantees that he or she has sufficient power to represent and bind the Company to compliance with what is established here.
6. Liability and Compensation. The Company will be entirely responsible for: (i) The payment of salaries and labor debts of its employees, as well as the payment to its contractors; (ii) Any damage that your actions or omissions or those of your dependents may cause to third parties; (iii) Any breach of the obligations under your responsibility enshrined in these Terms and Conditions.
6.1. Exemption from Damages. Except for (a) a breach of section 10. (Restrictions) and 11. (Confidentiality) or b) infringement, misappropriation or violation of any intellectual property right of a party, or (c) the obligations of compensation of a party as set out in section 6 (liability and compensation), neither party will be liable for any loss of profits or any indirect, special, incidental, reliance or consequential damages of any kind, regardless of form of action, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages in advance.