END USER SOFTWARE LICENSE AGREEMENT (“EULA”). This EULA is a legally binding agreement between the end user of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software (“End User”) and T-LINE MÉXICO, S.A. DE C.V. (owner of the economic rights of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software, henceforth “CURIOSITY (CLOUD DELIVERY PLATFORM)” or TLINE indistinctly) that establishes the terms and conditions governing the use and operation of software products registered with the Instituto Nacional del Derecho de Autor (“INDAUTOR” in English “National Copyright Institute of Mexico”) (the “Software”) and technical specifications written for proper use and operation (the “Documentation”). Where meaning and context permit, references in this EULA to the Software include documentation. By downloading and installing, copying or otherwise using the Software and/or accepting this EULA, End User shall be bound by the terms and conditions of this EULA. If End User does not agree to or accept the terms of this EULA, End User may not access, install, download, copy or use the Software. 1.0. Definitions 1.1 “Fee(s) and/or cost and/or price” means any License, Maintenance, professional services, consulting or other Fees and/or costs and/or prices agreed by the parties as set out in a service quote. 1.2 “Maintenance” and “Maintenance Policies” have the respective meanings set forth in Section 9.0. 1.3 “Licensing” and “Licensing Document” have the following meanings: it is a commercial software licensing transaction according to which the End User: i) accepts this EULA as provided above, and; ii) takes possession and/or actual and/or implied use of the Software. A software license may take place by any legal means, electronically or in writing, and may be confirmed by: a ) purchase orders, credit orders, letters of commitment, license keys, amendments to this EULA or other similar materials, signed or unsigned, (each of the “Software Licensing Document(s)”), or (b) for the conduct of the parties which tend to the implicit consent to be bound by the EULA. A software license may be initiated and implemented by anyone who is a party directly or indirectly thereto, including the End User, “CURIOSITY (CLOUD DELIVERY PLATFORM)” or third party authorized distributors, merchants and/or other resellers of the Software. A Software License Document may contain terms and conditions of use, commercial, legal and otherwise agreed upon by the parties. Notwithstanding the foregoing, each software license will require that: i) this EULA be accepted by the End User, and; ii) the End User obtains actual and/or implied possession or use of the Software. In the event of a conflict or inconsistency between the terms and conditions of this EULA and those set forth in a Software License Document, the terms and conditions of the License Document shall govern and control. 1.4 “Open Source” means various components of open source software licensed under the terms of the applicable open source license agreements, included in materials relating to such software. Open source software is comprised of individual software elements, each of which has its own copyright and its own applicable license terms. 1.5 Subscription Renewal. Usage Rights in “CURIOSITY (CLOUD DELIVERY PLATFORM)” acquired on a subscription basis will automatically renew for the renewal period indicated on the order You or Your “CURIOSITY (CLOUD DELIVERY PLATFORM)” Reseller placed with “CURIOSITY (CLOUD DELIVERY PLATFORM)” (“Renewal Term”) unless: (a) You notify Your Approved Source in writing at least 45 days before the end of Your then-current Usage Term of Your intention not to renew; or (b) You or Your “CURIOSITY (CLOUD DELIVERY PLATFORM)” Reseller elect not to auto-renew at the time of the initial order placed with “CURIOSITY (CLOUD DELIVERY PLATFORM)”. Your Approved Source will notify You reasonably in advance of any Renewal Term if there are fee changes. The new fees will apply for the upcoming Renewal Term unless You or Your “CURIOSITY (CLOUD DELIVERY PLATFORM)” Reseller promptly notify “CURIOSITY (CLOUD DELIVERY PLATFORM)” in writing, before the renewal date, that You do not accept the fee changes. In that case, Your subscription will terminate at the end of the current Usage Term. 2.0. Grant of License Where the Software or an instance of use is delivered to the End User as part of a commercial licensing transaction, the End User shall, subject to the terms and conditions of this EULA, have a non-transferable, non-exclusive license (“License”), to use the Software in object code format, solely for the end User’s internal business purposes for the management and processing of its own data and not the data of no third party(s). 3.0. FeeS Fees To the extent permitted by law, orders for the “CURIOSITY (CLOUD DELIVERY PLATFORM)” Software are non-cancellable. Fees for Your use of “CURIOSITY (CLOUD DELIVERY PLATFORM)” Software are set out in Your purchase terms with Your Approved Source. If You use “CURIOSITY (CLOUD DELIVERY PLATFORM)” Software beyond Your Entitlement (“Overage”), the Approved Source may invoice You, and You agree to pay, for such Overage. 4.0. Additional Terms Nothing contained in this EULA is intended to prohibit or restrict the parties from mutually agreeing to additional terms and conditions that: (i) modify or supplement the terms and conditions (including commercial and/or financial terms) of this EULA or the License granted to the End User pursuant to this EULA, or; (ii) create or modify the terms of a license in particular. 5.0. Evaluation License A License designated as an “Evaluation” License is a License Document that authorizes End User to use one (1) copy or instance of the Software for a period of 30 days solely for evaluation or demonstration purposes other than production. 6.0. Non-Resale License (LNPR) A license designated as a “Non-Resale License” (LNPR) is a License Document that authorizes End User to use one (1) copy or instance of the Software with full functionality solely for evaluation or demonstration purposes, for a defined period of time. 7.0 Protecting Account Access You will keep all account information up to date, use reasonable means to protect Your account information, passwords and other login credentials, and promptly notify “CURIOSITY (CLOUD DELIVERY PLATFORM)” of any known or suspected unauthorized use of or access to Your account. 8.0. Limited Term License A license designated as a “limited duration License” is a Licensing Document that authorizes End User to use one (1) copy or instance of the Software in the SAAS production environment for a defined period of time. The period defined for a “limited duration license” begins immediately after the generation of the license key, regardless of when the End User begins to use the software. 9.0. Maintenance Maintenance and support (“Maintenance”) for the Software will be available in accordance with “CURIOSITY (CLOUD DELIVERY PLATFORM)”’s applicable Maintenance Policies that are then in effect and will begin with the delivery of the Software. Provided that End User is current in payment of the license, End User will receive online support and (b) any updates, patches and/or enhancements to the Software, except that such update, patch and/or upgrade is separately defined in the Maintenance Policies at an additional charge. “CURIOSITY (CLOUD DELIVERY PLATFORM)”’s current maintenance policies will be set out in a separate agreement between “CURIOSITY (CLOUD DELIVERY PLATFORM)” and the end user. 10.0. Copyright and Other Restrictions The software is protected by copyright and/or copyright laws and/or international intellectual property treaties. What is transferred in this agreement is a license to use the software, but not the ownership of it and/or any economic right over it. The Software contains material protected by copyright, trade secrets and other material owned by T-LINE MÉXICO, S.A. DE C.V. In no event shall the End User permit, directly or indirectly, the Software to be decompiled, reverse engineered or disassembled. End User shall not disclose, transfer or otherwise make available the Software or the results of any comparative tests or other tests of the Software, to any third party without the prior written consent of T-LINE MÉXICO, S.A. DE C.V. End User shall not remove any proprietary notices from the Software. End User may make one copy of the Software solely for backup or archival purposes. 11.0. Audit During the term of this Agreement and for a period of one year from the generation of the license key, T-LINE MÉXICO, S.A. DE C.V. may, during normal business hours and with reasonable prior notice to the End User, inspect the End User’s files, computer processors, equipment and facilities to verify the End User’s compliance with this EULA. 12.0. Limited Warranty and Limitation of Liability “CURIOSITY (CLOUD DELIVERY PLATFORM)” warrants that it has the right and authority to grant the License to Use under this EULA. Therefore, “CURIOSITY (CLOUD DELIVERY PLATFORM)” will defend or, at its option, resolve any action against the End User based on a claim for the use of the Software that infringes any patent, copyright or other intellectual property right of a third party. This is provided that the End User immediately notifies “CURIOSITY (CLOUD DELIVERY PLATFORM)” of the claim and “CURIOSITY (CLOUD DELIVERY PLATFORM)”, in turn, has control of the defense in court. “CURIOSITY (CLOUD DELIVERY PLATFORM)” warrants that the Software, in its unmodified form, as initially delivered or made available to the End User, will function substantially in accordance with the Documentation for a warranty period of ninety (90) days from the date the Software is delivered to the End User. In the event that the Software fails in any of its components and provided that its operation is in accordance with the Documentation delivered and during the warranty period, “CURIOSITY (CLOUD DELIVERY PLATFORM)” must correct the defect, under the sole and exclusive responsibility of “CURIOSITY (CLOUD DELIVERY PLATFORM)”; if this does not happen, “CURIOSITY (CLOUD DELIVERY PLATFORM)” will proceed to refund of the License fee. In the event that a problem raised with the Software is the fault of the End User, the End User agrees to reimburse “CURIOSITY (CLOUD DELIVERY PLATFORM)” for the costs for the correction of the defect caused by the End User in accordance with the standard rates at that time. The foregoing limited warranty shall not apply if the failure of the Software is the result of damage or misuse caused by the End User. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, THE SOFTWARE OR ACCESS TO YOUR INSTANCE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED; THEREFORE, THIS SHOULD NOT BE UNDERSTOOD AS AN IMPLIED WARRANTY THAT THE SOFTWARE IS FREE OF DEFECTS, MARKETABLE OR SUITABLE FOR USE BY THE END USER. NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY “CURIOSITY (CLOUD DELIVERY PLATFORM)” OR ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY “CURIOSITY (CLOUD DELIVERY PLATFORM)” DISTRIBUTOR OR RESELLER, SHALL CREATE ANY WARRANTY OTHER THAN THE LIMITED WARRANTY SET FORTH HEREIN AND MUCH LESS INCREASE IN ANY WAY THE SCOPE OF THE WARRANTY. In no event shall “CURIOSITY (CLOUD DELIVERY PLATFORM)”, its affiliates, resellers or distributors or suppliers be liable for any indirect, special, incidental or consequential damages arising out of the use of or inability to use the Software, including, without limitation, damages for loss of profits, loss of goodwill, work stoppage, computer failure or malfunction, or any other commercial damage or loss, even if the possibility of doing so is warned. 12.1. Exclusions. “CURIOSITY (CLOUD DELIVERY PLATFORM)” has no obligation with respect to any IP Claim based on: (a) compliance with any designs, specifications, or requirements You provide or a third party provides on Your behalf; (b) Your modification of any “CURIOSITY (CLOUD DELIVERY PLATFORM)” software or modification by a third party; (c) the amount or duration of use made of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software, revenue You earned, or services You offered; (d) combination, operation, or use of “CURIOSITY (CLOUD DELIVERY PLATFORM)” software with non-”CURIOSITY (CLOUD DELIVERY PLATFORM)” products, software or business processes; (e) Your failure to modify or replace “CURIOSITY (CLOUD DELIVERY PLATFORM)” software as required by “CURIOSITY (CLOUD DELIVERY PLATFORM)”; or (f) any “CURIOSITY (CLOUD DELIVERY PLATFORM)” software provided on a no charge, beta or evaluation basis. 12.2. Use with Third-Party Products. If You use the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software together with third-party products, such use is at Your risk. You are responsible for complying with any third-party provider terms, including its privacy policy. “CURIOSITY (CLOUD DELIVERY PLATFORM)” does not provide support or guarantee ongoing integration support for products that are not a native part of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software. 13.0. Assignment Except in the event of a sale or transfer by “CURIOSITY (CLOUD DELIVERY PLATFORM)” of all or substantially all of its assets or by change in shareholder control, neither party shall assign all or part of its rights or obligations under this EULA to any third party without the prior written consent of the other party. 14.0. Confidential Information and Use of Data 14.1. Confidentiality Recipient will hold in confidence and use no less than reasonable care to avoid disclosure of any Confidential Information to any third party, except for its employees, affiliates, and contractors who have a need to know (“Permitted Recipients”). Recipient: (a) must ensure that its Permitted Recipients are subject to written confidentiality obligations no less restrictive than the Recipient’s obligations under this EULA, and (b) is liable for any breach of this Section by its Permitted Recipients. Such nondisclosure obligations will not apply to information that: (i) is known by Recipient without confidentiality obligations; (ii) is or has become public knowledge through no fault of Recipient; or (iii) is independently developed by Recipient. Recipient may disclose Discloser’s Confidential Information if required under a regulation, law or court order provided that Recipient provides prior notice to Discloser (to the extent legally permissible) and reasonably cooperates, at Discloser’s expense, regarding protective actions pursued by Discloser. Upon the reasonable request of Discloser, Recipient will either return, delete or destroy all Confidential Information of Discloser and certify the same. 14.2. How We Use Data. “CURIOSITY (CLOUD DELIVERY PLATFORM)” will access, process and use data in connection with Your use of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software in accordance with applicable privacy and data protection laws. For further detail, please visit “CURIOSITY (CLOUD DELIVERY PLATFORM)” web site. 14.3. Notice and Consent. To the extent Your use of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software requires it, You are responsible for providing notice to, and obtaining consents from, individuals regarding the collection, processing, transfer and storage of their data through Your use of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software. 15.0. Modifications to the EULA “CURIOSITY (CLOUD DELIVERY PLATFORM)” may change this EULA or any of its components by updating this EULA on “CURIOSITY (CLOUD DELIVERY PLATFORM)”.COM. Changes to the EULA apply to any Entitlements acquired or renewed after the date of modification. 16.0. Compliance with Laws Each party will comply with all laws and regulations applicable to their respective obligations under this EULA. “CURIOSITY (CLOUD DELIVERY PLATFORM)” may restrict the availability of the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software in any particular location or modify or discontinue features to comply with applicable laws and regulations. If You use the “CURIOSITY (CLOUD DELIVERY PLATFORM)” software in a location with local laws requiring a designated entity to be responsible for collection of data about individual end users and transfer of data outside of that jurisdiction, You acknowledge that You are the entity responsible for complying with such laws. 17.0. Governing Laws The warranty and end-user license shall be governed by the laws of the United Mexican States, without regard to the conflicts of law principles of jurisdictions other than Mexico. You hereby consent to the exclusive jurisdiction of the local and federal courts of Mexico City to resolve any dispute arising under this Agreement. 18.0. General This Agreement sets forth “CURIOSITY (CLOUD DELIVERY PLATFORM)”’s entire obligation and End User’s exclusive rights with respect to the Software and except to the extent otherwise specified in a purchase order or other written communication or advertising signed or jointly issued by both parties with respect to the Software, supersedes any conflicting terms of any purchase order and any other communication or advertising with respect to the Software. No failure of either party to exercise or enforce any of its rights under this EULA shall act as a waiver of those rights. If any provision of this EULA is held to be illegal or unenforceable, it will be enforced to the fullest extent permitted, and the legality and enforceability of the other provisions of this EULA shall not be affected. 19.0. Notice Any notice delivered by “CURIOSITY (CLOUD DELIVERY PLATFORM)” to You under this EULA will be delivered via email, regular mail or postings on “CURIOSITY (CLOUD DELIVERY PLATFORM)”.COM. Notices to “CURIOSITY (CLOUD DELIVERY PLATFORM)” should be sent to T-LINE MÉXICO, S.A. DE C.V., Ave. Paseo de la Reforma Numero 404-1102, Juarez, Alcaldía Cuauhtémoc, CDMX unless this EULA, applicable Product Specific Terms or an order specifically allows other means of notice. 20.0. Force Majeure Except for payment obligations, neither party will be responsible for failure to perform its obligations due to an event or circumstances beyond its reasonable control. 21.0. Entire agreement This EULA is the complete agreement between the parties with respect to the subject matter of this EULA and supersedes all prior or contemporaneous communications, understandings or agreements (whether written or oral).
