By the following document RODATI SERVICES SA, CUIT Number: 30-71447468-1, with legal address at Superí 1456, Autonomous City of Buenos Aires, Buenos Aires, Argentina, per se, or represented by any of its subsidiaries or commercial representatives or affiliates: Rodati Motors Corporation (USA), Rodati Services SA (Argentina), Rodati Motors Central de Informações de Veículos Ltda (Brazil), Rodati Servicios SA de CV (Mexico), Big Bang Capital S.A.C. (Perú) hereinafter «Sirena» email email@example.com (google apps), proposes the clauses that, if accepted by the Contracting Party, will govern the use contract of the Sirena Platform:
For the purposes of this contract, the terms that appear in this clause, which are provided here or in the Registration Form, shall be interpreted in light of the definitions that follow below.
1.1. Mobile Devices: Refers to cell phones, Smartphones, Tablets and Phablets or gadgets used to download and use software provided by Sirena.
1.2. Lead: Information of any type referred to natural persons or of ideal existence, determined or determinable, independently of the support in which it is present, individually or as a whole, that identifies or can be used to identify a client or potential client of the CONTRACTING PARTY, such as: Name, Document, E-mail, telephone number, date of birth, traffic data, behavioral data, metadata, etc.
1.3. Sirena Platform: The term «Sirena Platform» includes the set of software tools and Software as a Service (SaaS) offered by Sirena. The tools of the Sirena Platform centralize the Leads generated by the CONTRACTING PARTY through means of diffusion and distribute them efficiently among the CONTRACTING PARTY vendors, ensuring a quick contact between the seller and the client. The Sirena Platform could be distributed under another trade name without affecting its functionality.
1.4. Contracting Party: Refers to the person who directly or indirectly exploits a commercial business, which enters into this contract with Sirena, in order to use the Sirena Platform.
1.5. Affiliates: The term «Affiliate» means any person who, at any time, directly or indirectly, by himself or through an intermediary, is controlled by or controller of one of the Parties or has some type of distribution agreement, agency or franchise with respect to some of the parties.
1.6. Collaborators: Are the human persons who have a labor or service relationship with any of the parties and under their responsibility, such as interns, employees, administrators, suppliers, consultants, tenants of work or services, etc.
1.7. Minimum technical conditions: These are all the minimum technical requirements necessary for the operation of the Sirena platform listed below:
I) Internet connection with access to the URLs indicated by Sirena;
II) Smartphones for each company seller with Internet access (In the case of Android, versions 4.4.4or higher, in the case of iOS, smartphones version 5 or higher with IOS10);
III) Minutes unlimited communication so that sellers can call customers (through of mobile plans paid by the company or the seller or through VOIP)
IV) Browser: Google Chrome (Version> = 32); they can also use Internet Explorer (Version> = 10) or Firefox (Version> = 27) but are not recommended.
2.1. Use of the platform. The purpose of this instrument is to define the terms and conditions of the contract that govern the relationship between Sirena and the CONTRACTING PARTY and the use license that Sirena grants to the CONTRACTING PARTY on the Sirena Platform.
2.2. Software license. The authorization for the use of the Sirena Platform includes the granting to the Contracting Party of a temporary and non-exclusive license for the use of the applications for Mobile Devices offered by Sirena and the web services and software as a service (SAAS) that may be accessed from the same or other devices, with user and password usage, while the contract lasts.
2.4. Update of the platform. Sirena reserves the right to modify the tools that make up the Sirena Platform, when it deems it necessary to improve its security, operation and / or productivity.
2.5. Minimum technical conditions: the CONTRACTING PARTY must have the minimum technical conditions to be able to have access to the system provided by SIRENA, making possible the exchange of information between the parties and the normal operation of the Sirena Platform.
3. Commercial proposal, price and form of payment
3.1. Commercial proposal. The standard commercial proposal will be communicated by Sirena through its website. Sirena will be able to adapt its commercial proposal at the request of THE CONTRACTING PARTY and communicate it by email.
3.1.1. As the services provided by Sirena grow, as a result of an increase in the number of users, or by the incorporation of additional functionalities, the price stipulated in the commercial proposal will be updated automatically, communicating by email the changes 10 days in advance to its entry into force. The new price will be considered accepted, if THE CONTRACTING PARTY does not communicate its rejection by email before its entry into force.
3.1.2. Acceptance. The CONTRACTING PARTY must pay Sirena the benefits defined in the commercial proposal under the conditions, dates and deadlines stipulated therein. Acceptance of the proposal implies acceptance of these terms and conditions.3.1.3. It will not be necessary to sign the contract by hand.
3.1.3. Tacit acceptance. The proposal will be accepted when the first payment corresponding to the proposal and / or its update is made.
3.2. Dates: Once the proposal is accepted, Sirena will communicate the start date for the provision of the service.
3.3. Blackberry. The delay in payment of benefits by the CONTRACTING PARTY will occur automatically. The payments owed will accrue the applicable punitive interest according to the uses and customs in force in the jurisdiction corresponding to the currency of payment for commercial obligations. For these purposes, the punitive interest charged by the VISA card for obligations in said currency will be taken as reference.
3.4. Sirena may suspend the provision of the service and the CONTRACTING PARTY’s access to the Sirena Platform until the situation is regularized. The communication of the suspension will be made by email.
3.5. Price adjustment for inflation. If the price has been set in the local currency of the CONTRACTING PARTY country and the variation of the currency with respect to the US dollar varies by more than 40% annually from the date of contracting or since the last adjustment, Sirena may fix and communicate a new price for its provision, under warning of declaring the contract terminated. The new price must be communicated via e-mail to THE CONTRACTING PARTY at least 30 days in advance. It will be considered that the contracting party has accepted the new price as long as it does not express its intention to terminate the contract, by the same means, within 10 days of being notified by the aforementioned channel.
3.6 The invoices corresponding to the service will be sent in the first week of the month and must be paid before the last business day of the month. It will include in it the detail of the Sirena plan contracted for the current month, the amount of additional licenses to be paid and the detail of the cost of WhatsApp conversations corresponding to the expired month.The value of WhatsApp usage sessions may vary according to changes made by WhatsApp or the regional CSP. Valid values can be found at the following link: https://docs.google.com/spreadsheets/d/158qn2Il2OiHIvOz5mq--qtqiND8Q0teP5erktiyH22s/edit#gid=1536083994
4. Validity and extinction.
4.1. The contract will be valid for an indefinite period.
4.2. Any of the PARTIES has the right to terminate the contract, being able to adopt the appropriate judicial and extrajudicial measures to satisfy any unfulfilled obligations of the COUNTERPART, in the following cases:
4.2.1. Breach by any of the PARTIES of any of the obligations provided for in this Contract.
4.2.2. Presentation of the reorganization or declaration of bankruptcy of any of the PARTIES;
4.2.3. Liquidation or dissolution of any of the PARTIES; or,
4.2.4. At any time, at its sole discretion and without the need for invocation of cause, by expressly communicating it via e-mail at least 30 (thirty) days in advance.
5. Intellectual and industrial property
The CONTRACTING PARTY accepts that all the techniques, commercial and operational methodologies, programming codes and computer languages developed by SIRENA in order to achieve the object of the contract are technology and knowledge products developed solely and exclusively by SIRENA, therefore, being of its exclusive Property. The CONTRACTING PARTY, by itself or its collaborators, will not be able to reveal, copy, reproduce, authorize and / or allow its use without the prior express authorization of Sirena.
6. Confidentiality and Data Protection.
6.1. All information exchanged between THE PARTIES in advance, during and after the conclusion of this contract, even informal communications related to Business, business strategies, products, technologies, results and the like are considered confidential and are protected by the respective regulations that in each country protect industrial secrecy and confidential information.
6.2. The parties must refrain from disclosing the information mentioned in the section prior to third parties without prior authorization from who provided it. Shall be deemed authorized the use of information in the context of a contractual relationship with third parties linked to the benefits subject to these Terms and Conditions, or obligations specific legal or contractual requirements.
6.3. When its disclosure is authorized, it will always be restricted in scope and people authorized must be advised of their confidentiality and take reasonable measures to keep it a secret.
6.4. All information regarding Leads and / or clients of the Contracting Party will be confidential and Sirena undertakes not to provide it or share it with any other Sirena customer or third parties without prior authorization from THE CONTRACTING PARTY.
6.5. THE CONTRACTING PARTY authorizes SIRENA to share the information mentioned in the point 6.4. with service providers that allow the products and services object of these Terms and Conditions are properly provided, such as, among others, Google and HubSpot. All SIRENA suppliers are contractually obligated to maintain the confidentiality of the data they process, and may only process it for the purposes that the CONTRACTING PARTY has established, which will be strictly related to the proper provision of the products and services object of this contract.
6.7. The CONTRACTING PARTY may request from SIRENA at any time, during or after the end of the contract, the elimination of its databases all the information related to the CONTRACTOR's Leads. In the event that there is no express request, the data may be kept confidential in the SIRENA database for the case in which the provision of the service in the future is restored, by a period of up to two years.
7. Responsible for the data.
7.1 The CONTRACTOR states that SIRENA does not collect or supervise the data that THE CONTRACTOR enters into its system and that in the case of personal data, the collection of said data according to the corresponding regulations is the sole responsibility of THE CONTRACTOR.
7.2. SIRENA will assist THE CONTRACTOR, taking into account the nature of the treatment, through appropriate technical and organizational measures, whenever possible, so that it can fulfill its obligation to respond to requests that are intended to exercise the rights of the holders of the personal data processed in the framework of the benefits object of these Terms and Conditions.
7.4. SIRENA will inform THE CONTRACTOR immediately if, in its opinion, an instruction violates the applicable provisions on data protection.
The present contract, does not imply any type of exclusivity for any of the parties.
9. Availability and damages.
9.1. Our SERVICE LEVEL AGREEMENT (SLA) we consider fair, simple and is written in simple terms for a better understanding of it:
9.1.1. The machines and servers fail, if our servers are active, we will be providing the service.
9.1.2. We will urgently inform you via our chat on app.getsirena.com and email any inconvenience that we detect in the provision of the service.
9.1.3. We will be at your disposal to solve any problem that is reported, for which we offer as a contact channel our chat that is in app.getsirena.com, an e-mail and emergency phone number - firstname.lastname@example.org - AR: + 54 11 5984 1488 - MX: +52 55 5250 3970 - US +1 302 966 9345
9.1.4. In case of serious or repeated inconveniences, you can terminate the contract without any penalty.
9.1.5. The CONTRACTING PARTY recognizes that the Sirena Platform may suffer mishaps and remain inaccessible, due to maintenance operations, electronic problems or other events that are not under the control of Sirena.
9.2. Sirena is not responsible for any consequence, damage or injury related to the use of the Sirena Platform or that was a consequence of the relationship between the CONTRACTOR and the Leads contained in the Sirena Platform.
9.3. Sirena may at any time, informing the CONTRACTING PARTY by e-mail, temporarily suspend to its exclusive discernment, the access of any or all of its users to the Sirena Platform for security or maintenance reasons.
10. Independence of the parties.
10.1. The parties declare, for all purposes, that they are independent and autonomous entities, so that this instrument does not create any form of link between both parties, be it mandate, representation, association, formation of economic group or others. 10.2. Each party will be the sole and exclusive party responsible for the payment of its tax, social security, and labor obligations. 10.3. Each party will be the sole and exclusive responsible for their respective employees, collaborators and third parties hired by them. 10.4. Each party undertakes to hold harmless the other party in any action in which the other is sued, alleging the existence of an economic group, commercial linkage or any of the figures mentioned in this clause, assuming the defense, expenses and costs incurred by the other.
11. Notifications and communications.
11.1. Any sending of judicial or extrajudicial notifications, information, communications or documentation must be done exclusively by EMAIL, sent from and directed to the boxes reported by each party in the registration form and in these Terms and Conditions, which must always be originated and received on servers such as «gmail.com», «google apps», «yahoo.com» or «yahoo.com.ar», or any other service provided by third parties that does not allow the parties to modify the emails sent and received, even when using a domain of its own. The existence of the message sent and / or received in the box of any of the parties that complies with the aforementioned conditions will be sufficient proof of its sending or receiving by the contrary. All this in accordance with the criteria of the Model Law of Electronic Commerce of UNCITRAL, each of them being personally responsible for the proper functioning of its server, antivirus, antispam and having enough space to receive such notifications.
11.2. If it is necessary to make paper notifications to the physical address:
11.2.1 Sirena companies may only be notified at the following address: Talcahuano 438, PISO 5E, Autonomous City of Buenos Aires, CP: C1013AAJ, Argentina .
11.2.2. The Contracting Party may only be notified at its registered legal domicile on the Registration Form.
11.2.3. If these notifications fail, or if a notification is necessary in another jurisdiction, the parties may request via e-mail a valid physical address to receive notifications, which must be provided within 5 days and will be valid for 60 days.
All disputes arising from this contract or that are related to it will be resolved definitively, with express waiver to another jurisdiction and jurisdiction, in accordance with the Arbitration Rules of the International Chamber of Commerce, through the abbreviated procedure, by a single arbitrator appointed in accordance with this Regulation. The Provisions on the Emergency Arbitrator will not be applicable.