Terms and conditions of use Callcabinet

1.Definitions

The terms that are included in this clause and that appear in this document’s text with an initial capital letter, will have a meaning assigned to them below. Terms denoting singular terms also include their plural terms and vice versa, as long its required by context. Terms that are not expressly defined will be understood in the sense attributed to them by the corresponding technical language or, failing that, in their natural and obvious sense given their general use.

The term “CALLTECH” stands for or refers to CALL PROCESSING TECHNOLGIES SA, a Colombian company domiciled in the city of Bogotá D.C., identified by NIT. 830.045.792-1, legally represented in this act by CARLOS AUGUSTO VILLAMIZAR CADENA, of legal age, identified by ID No. 80.410.786, domiciled in Bogotá, Republic of Colombia, with offices in the city of Bogotá, on Calle 128 B Bis # 59B-40, Bogotá D: C :, 111111, Colombia, South America.

CALLTECH is the Licensee of “The Software”, in accordance with a Software License agreement previously entered between CALLTECH and “The Licensor”.

By virtue of said Software License agreement, CALLTECH acquired the right to commercialize access to the services of “The Software”.

Upon acceptance of the General and Specific Conditions of the Cloud Computing Services and subsequent payment of “The Price of the Services”, by THE CLIENT, CALLTECH will grant THE CLIENT access to directly subscribe to “The Licensor’s” platforms of and thus access “The Software” services.

1.2. The Term “The Licensor” stands for or refers to the company CALL CABINET CORPORATION, a company incorporated under the laws of the state of Delaware, United States of America and a company that is the owner of the rights to “The Software” or is licensed to license and/or grant access and/or market them.

1.3. The term “The Software” stands for or refers to the software that is identified and described in the Particular Conditions of Cloud Computing Services, of which CALLTECH is the licensee and to which THE CLIENT will access, by virtue of accepting the General and Specific Conditions of Cloud Computing Services, paying “The Price of the Services” and the acceptance of terms and conditions at the time of subscribing on the platform of “The Licensor”.

1.4. The term “The Services” stands for or refers to Cloud Computing Services, in the form of Software as a Service (SaaS), and they are accessed using “The Software”.

1.5. The term “THE CLIENT” stands for or refers to the final user of “The Services”.

THE CLIENT is the natural or legal person who accepts the Terms and Conditions of Cloud Computing Services (General Conditions and Particular Conditions) established by CALLTECH, and who signs and identifies himself in the Particular Conditions (Annex 1 of The Terms and Conditions of Cloud Computing Services or Commercial Proposal).

2. Services Access

CALLTECH, in exchange for the “Price of the Services” and prior agreement to the Cloud Computing Services (General and Particular Conditions) Terms and Conditions, will give the CLIENT access to the “Licensor’s” Platform so they directly realize their corresponding subscription and/or affiliation, accept the established Terms and Conditions by the “Licensor” on such platform and then access the “Services”.

3. Service Access Conditions

For the CLIENT to access the “Services”, they must accept and comply with the Cloud Computing Services (General and Particular Conditions) Terms and Conditions, pay the “Service Price” and accept the Terms and Conditions established by the “Licensor” at the time of subscription on the Platform.

The connectivity and technology conditions that the CLIENT must have to access and enjoy the “Services”, are those specified in the Particular Conditions (Annex 1 of the Cloud Computing Services or the Commercial Proposal Terms and Conditions).

4. The Price of the Services

“The Price of the Services ”and its form of payment will be established in the Particular Conditions (Annex 1 of Cloud Computing Services or the Commercial Proposal Terms and Conditions).

5. Duration

The duration term or access account validity provided by CALLTECH to the CLIENT to access the “Licensor’s” platform, will be highlighted in the Particular Conditions (Annex 1 of Cloud Computing Services or the Commercial Proposal Terms and Conditions).

6. CALLTECH’s Obligations

With acceptance of the Terms and Conditions of Cloud Computing Services (General and Particular Conditions) and payment of “The Price of the Services” by THE CLIENT, CALLETECH undertakes to: (i) Provide THE CLIENT with access to “The Licensor’s” platforms; (ii) Provide op THE CLIENT with operational support, in accordance with the provisions of paragraph 8 of this document and those in the terms and conditions established by “The Licensor”; (iii) Remotely assist THE CLIENT with the installation of “The Software” and provide training, in accordance with the terms and conditions established by “The Licensor”; and (iv) other obligations established in the Particular Conditions (Annex 1 of Terms and Conditions of Cloud Computing Services or Commercial Proposal).

7. THE CLIENT’s Obligations

With acceptance of the Terms and Conditions of Cloud Computing Services (General and Particular Conditions) THE CLIENT agrees to: (i) Pay “The Price of the Services”; (ii) Comply with the provisions of the Terms and Conditions of Cloud Computing Services (General and Particular Conditions) and the terms and conditions established for affiliations to “The Licensor’s” platform; (iii) Refrain from: a) Modifying or copying the program, its code or any other material; b) Use “The Software” for any public display (commercial or non-commercial); c) Attempt to decompile or reverse engineer any part of “The Software” contained in “The Licensor’s” platforms or related applications, platforms or software; d) Take any action that may make “The Software”, or any part thereof, subject to the terms of the General Public License (GPL) or the Lesser General Public License (LGPL) of the Free Software Foundation; e) Eliminate any copyright or other proprietary notations from the materials; f) Use “The Services” and/or “The Software” for criminal acts or to facilitate or participate in any criminal activity. (iv) The other obligations established in the Particular Conditions (Annex 1 of Terms and Conditions of Cloud Computing Services or Commercial Proposal) and in the terms and conditions of “The Licensor’s” platform and in other platforms that THE CLIENT subscribes to in order to access “The Services”.

8. Support

Operational support for “The Services” and/or “The Software” will be borne by CALLTECH. Within this obligation, CALLTECH must carry out the following activities, remotely: (i) Identify problems; (ii) Do their best to resolve any issues, including collecting all relevant data, logs, traces, and files related to the issue; (iii) For problems that require higher levels of resolution, that is, Product Support and Engineering Support, initiate service requests using “The Licensor’s” support ticket system; (iv) Perform support activities on the site, such as activities related to configuration and provisioning; (v) Distribute and deploy software patches, fixes, updates, and major releases for licensed software only; (vi) Provide status updates to THE CLIENT or end user as well as tracking status until the issue is fixed.

Product Support and Engineering Support will be carried out by “The Licensor” in accordance with the conditions established by them, however, CALLTECH may solicit support requests for the intervention of “The Licensor”.

Paragraph.- If on-site support is required (at the CLIENT’s headquarters), it will be attended by CALLTECH if it has not been possible to solve the problems remotely. This support may generate extra fees. If the presence of “THE Licensor” is required, extra fees will be charged and will only be done for complex implementations or problems that could not be solved remotely, in a reasonable timespan.

9. Copyright

With acceptance of the Terms and Conditions of Cloud Computing Services (General and Particular Conditions) by THE CLIENT, no intellectual or industrial property rights are transferred to THE CLIENT, nor are exploitation, commercialization, or licensing rights for “The Software” granted.

10. Personal Data Protection

With the acceptance of the Terms and Conditions of Cloud Computing Services (General and Particular Conditions) by THE CLIENT, and the use of “The Services” and “The Software” by the same, CALLTECH will not host or process the personal data of THE CLIENT, nor to those that THE CLIENT manages, nor to those they are responsible for or in charge of or does any processing to.

The transmission and/or transfer of personal data that THE CLIENT has given to “The Software” and/or “The Licensor”, or the use that they give to personal data with “The Software” will be carried out under your own account and risk, and in accordance with the terms and conditions established by “The Licensor” on this matter.

Treatment of personal data done by THE CLIENT does to the personal data that it administrates, is responsible for or in charge of, will be done in accordance with the personal data treatment policies established by THE CLIENT, for which CALLTECH is not responsible for, under any circumstances, for any processing THE CLIENT does.

THE CLIENT will leave CALLTECH harmless and will come to their defense in the event that a third party files a complaint, judicial, or administrative claim against CALLTECH (they are simply linked to it), for matters related to the processing of personal data that THE CLIENT administers, is responsible for or is the manager of.

11. Terms and Conditions of Cloud Computing Services Acceptance

THE CLIENT will accept the Terms and Conditions of Cloud Computing Services (General and Particular Conditions) with a signature of acceptance of them as established in the Particular Conditions (Annex 1 of Terms and Conditions of Cloud Computing Services or Commercial Proposal), or by paying “The Price of Services”.

The acceptance of the Terms and Conditions of Cloud Computing Services (General and Particular Conditions) by THE CLIENT established by CALLTECH, is an irrevocable promise by THE CLIENT to pay “The Price of the Services” and to comply with the Terms and Conditions of Cloud Computing Services (General and Particular Conditions), as well as to comply with the terms and conditions established by “The Licensor”.

12. Termination of Access to “The Licensor’s” platform

Access to “The Licensor’s” platforms, and the legal business arising between CALLTECH and THE CLIENT due to the acceptance of the Terms and Conditions of Cloud Computing Services (General and Particular Conditions), end because of the following reasons: (i) Due to the expiration of the duration term or access validity to “The Licensor’s” platform; (ii) Due to breaches of the Terms and Conditions of Cloud Computing Services (General and Specific Conditions) and/or breaches of the terms and conditions established by “The Licensor” by THE CLIENT; (iii) Because THE CLIENT, their representatives, directors and/or shareholders are involved in a criminal investigation for the crimes of Drug Trafficking, Money Laundering, Financing of Terrorism, Human Trafficking and Corruption, or because THE CLIENT, their representatives, directors and/or shareholders are convicted for the commitment of these crimes; (iv) By court order; and (v) for any other reason stated in the Terms and Conditions of Cloud Computing Services (General and Particular Conditions) established by CALLTECH or in the terms and conditions established by “The Licensor”.

13. Conflict Resolution

By accepting the Terms and Conditions of Cloud Computing Services (General and the Particular Conditions), THE CLIENT accepts that all disputes arising from the commercial relationship with the acceptance, execution, liquidation and interpretation of the Terms and Conditions of Cloud Computing Services (General and the Particular Conditions) will be resolved by an arbitration court, which will be subject to the following: a) The court will be composed of one (1) or three (3) mediators. It will be three (3) if the amount of the claims exceeds a value of TWO HUNDRED AND FIFTY THOUSAND DOLLARS OF THE UNITED STATES OF AMERICA (USD 250,000), in other cases it will be made up of a single mediator; b) The mediators will be chosen by common agreement between the parties from the list kept for this purpose by the Conciliation and Arbitration Center of the Bogotá Chamber of Commerce, where each party will choose 1 mediator and those chosen by each party will choose the third mediator. . If only 1 mediator is required, he will be chosen by the director of the Center for Conciliation and Arbitration of the Bogotá Chamber of Commerce, in accordance with its regulations; c) The internal organization of the court will be subject to the regulations provided for that purpose by the Conciliation and Arbitration Center of the Bogota Chamber of Commerce; d) The court will function in the Conciliation and Arbitration Center of the Bogota Chamber of Commerce; e) The term to fail will be 6 months; f) The ruling will be in law; g) The court costs will be borne by the losing party.

14. Final provisions

The final provisions of this contract are the following:

For all legal purposes, the legal business that is generated between CALLTECH and THE CLIENT with the acceptance of the Particular Conditions (Annex 1 of Terms and Conditions of Cloud Computing Services or Commercial Proposal) will be domiciled in the city of Bogotá DC, Republic of Colombia, and will be governed and interpreted in accordance with the laws of the Republic of Colombia. For all legal purposes, the unilateral presentation made by CALLTECH is considered as and constitutes a Commercial Offer;

The legal business that arose with the acceptance of the Terms and Conditions of Cloud Computing Services (General and Particular Conditions) does not generate or constitute a partnership agreement, joint venture, or labor relationship between CALLTECH and THE CLIENT, nor does it constitute an agency relationship, mandate, commercial representation, franchise, License, concession and/or any other similar relationship.
The legal business that arose between CALLTECH and THE CLIENT with the acceptance of the Terms and Conditions of Cloud Computing Services (General and Particular Conditions), does not replace or supersede the terms and conditions that are established by “The Licensor ”and that are accepted by THE CLIENT, being clear that the terms and conditions established by“ The Licensor ”, and accepted by THE CLIENT are those that govern and apply to everything related to the use and enjoyment of “The Services ” and/or “The Software”.
The titles of the numerals and sections contained in the Terms and Conditions of Cloud Computing Services (General and Particular Conditions) are included for reference purposes only and may not affect the meaning or the interpretation of it in any way.
With the acceptance of the Terms and Conditions of Cloud Computing Services (General and Particular Conditions) by THE CLIENT, both CALLTECH and THE CLIENT are specially obliged to proceed with the development of legal business that arose with said acceptance, with an attitude of GOOD FAITH which implies, among other things, loyalty, collaboration, camaraderie, and access to all information about elements and all the circumstances related to development and execution of business to the other party.

The acceptance of the commercial proposal or the service implies accepting the terms and conditions established here.

General Terms and Conditions of CLOUD COMPUTER SERVICES subject to change without Prior Notice. CallTech S.A. reserves the right to adjust or modify this document and will keep the current version of it on its website www.calltechsa.com