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Terms and Conditions

1. DEFINITIONS.

“Control” means ownership or control, direct or indirect, of more than 50% of the voting shareholder interests of the entity in question.

“Customer Contact” refers to an internal resource of the Customer who is knowledgeable about the use of the Hosted Service and is authorized by the Customer to communicate with SEIDOR Analytics support service.

“Customer Information” includes all data stored by the Customer in the Hosted Service.

“Documentation” refers to the online help documentation for the Hosted Service.

“Emergency Maintenance”. The Hosted Service may be out of service beyond Scheduled Downtime hours, due to urgent patching, repairs, or other emergency maintenance that SEIDOR Analytics providers recommend be performed within the timeframe SEIDOR Analytics indicates.

“Hosted Service” refers to the hosted, on-demand, web-based talent and performance management service offered by SEIDOR Analytics, including respective updates made from time to time.

“Initial Access Date” is the date the Customer receives access to the Hosted Service.

“Malicious Code” refers to viruses, worms, “time bomb” viruses, Trojans, and other malicious codes, files, scripts, agents, or programs.

“Scheduled Downtime” is the time the Hosted Service is inactive during the following hours: (i) from midnight (Friday-Saturday) to 7:00 a.m. Saturday (US Eastern Time);

(ii) from midnight (Saturday-Sunday) to 7:00 a.m. Sunday (US Eastern Time).

“System Availability” is the percentage of total time during which the Hosted Service is available to the Customer, excluding Scheduled Downtime and Emergency Maintenance time.

“Taxes” means all taxes, duties, levies, or similar governmental fiscal assessments, direct or indirect, local, state, national, or foreign of any nature, including withholding, value-added, sales, or use taxes.

“Users” are employees, agents, contractors, advisors, or other persons of the Customer and its Affiliates who are authorized by the Customer to use the Hosted Service and/or whose information is stored in said service.

“Work Product” refers to the product developed or created by SEIDOR Analytics during the course of providing support, implementation, consulting, training, or other professional service offered to the Customer. Work Product does not include Customer data or confidential information.

“SEIDOR Analytics” refers to the service owner. Likewise, in certain paragraphs reference is made to payments to SEIDOR Analytics, which should be understood as payments to the local subsidiary company, the latter being responsible to the CUSTOMER.

“Services” in this contract refer to the modality in which the usufruct of the SEIDOR Analytics platform is offered in software as a service modality (SAAS – Software As A Service).

2. PROVISION OF HOSTED SERVICE

CUSTOMER AFFILIATES. SEIDOR Analytics will make the Hosted Service available to the Customer and its Users in accordance with this Agreement and each Annex entered into by both parties from time to time. Additionally, Customer Affiliates may purchase, if they wish, User subscriptions separately, in accordance with the terms of this Agreement for their own separate cases, subject to the terms of this Agreement, as if such Affiliate were the “Customer”.

3. USE OF HOSTED SERVICE

The Customer is responsible for all activities carried out under their User login and by their Users in accordance with this Agreement. The Customer will use the Hosted Service solely for their internal business purposes and in accordance with applicable law. Therefore, they may not: (i) resell, lease, license to third parties, time-share, or otherwise make the Hosted Service available to third parties; (ii) distribute or store illicit material; (iii) distribute or store Malicious Code; (iv) attempt to gain unauthorized access to the Hosted Service and its information or affect its proper functioning; (v) modify, copy, or create derivative work of the Hosted Service; (vi) reverse engineer the Hosted Service; (vii) access the Hosted Service for the purpose of creating a competing product or service or to copy its resources or user interface; (viii) use the Hosted Service, or allow its use, for evaluation, comparison, or other benchmarking purposes intended for publication without the prior written consent of SEIDOR Analytics; nor allow a direct competitor of SEIDOR Analytics to access the Hosted Service.

4. OWNERSHIP LICENSES between the parties

SEIDOR Analytics reserves all ownership rights to the Hosted Service and Work Product, and the Customer reserves all ownership rights to Customer Data and Customer Confidential Information. The Customer may export Customer Data from the Hosted Service at any time during the subscription term. SEIDOR Analytics grants the Customer a royalty-free, paid-up, non-exclusive, perpetual, irrevocable, worldwide, and transferable license (solely to a successor in interest through a merger, reorganization, or sale of all or substantially all assets or shares) to use, copy, distribute, or modify the Work Product exclusively for internal business purposes.

4.1 SEIDOR Analytics shall have a royalty-free, paid-up, non-exclusive, perpetual, irrevocable, worldwide, transferable license (solely to a successor in interest through a merger, reorganization, or sale of all or substantially all assets or shares) to use, copy, distribute, or modify, including incorporation into the Hosted Service, any suggestion, enhancement request, recommendations, or other feedback provided by the Customer or its Users regarding the operation of the Hosted Service.

5. SERVICES

The Customer shall reimburse SEIDOR and/or SEIDOR Analytics for all reasonable, pre-approved, and properly documented travel and related expenses incurred by SEIDOR and/or SEIDOR Analytics for implementation, support, training, or other professional services for the Customer.

5.1 The Customer is responsible for controlling the User account. If the Customer's use of the Hosted Service exceeds what was contracted, the Customer will be billed for additional Users (sustained) during the period of use throughout the remaining time of the current subscription.

6. SUPPORT.

Within the subscription fees for the Hosted Service, standard second-level support is included, as described in Annex B. The Customer will be responsible for first-level support for its Users which will include, at a minimum, telephone assistance during the Customer's normal business hours. If the Customer's first-level support cannot resolve an issue, a Customer Contact may communicate with SEIDOR Analytics second-level support.

7. PERIODIC UPDATES CLAUSE

7.1 Software Updates: The Provider undertakes to provide the Customer with periodic updates of the software subject to this Agreement during the subscription period. Such updates will include, among others, performance improvements, bug fixes, security enhancements, and new features.

7.2 Service Pack and Fix Pack: Updates will be provided in the form of Service Pack and Fix Pack.

Service Pack: These are updates that will include performance improvements and new software features. These updates will be published periodically, in accordance with the Provider's development policies.
Fix Pack: These are updates intended to correct errors and security issues identified in the software. The Provider undertakes to release these Fix Packs as necessary to ensure the stability and security of the software.

7.3 Implementation of Updates: The Customer authorizes the Provider to implement updates in the subscribed software during the subscription period. The Provider will notify the Customer about the availability of new updates and provide the necessary instructions for their correct implementation.

7.4 Compatibility and Continuity of Service: The Provider undertakes that updates will not affect the compatibility of the software with the essential contracted functions nor interrupt access and use of the software by the Customer.

8. SEIDOR represents and warrants that (i) it will provide the Hosted Service and implementation services in a professional and efficient manner in accordance with good practices and industry standards; (ii) the Hosted Service will conform in all respects to the Documentation; (iii) the functionality of the Hosted Service will not materially decrease during the subscription period; (iv) implementation services and Work Product will comply with the applicable Statement of Work; (v) the Hosted Service and Work Product will not include or transmit any Malicious Code to the Customer (except for the possibility of malicious code originating from Users); (vi) it owns or possesses sufficient rights over the Hosted Service and Work Product to guarantee the Customer the rights stipulated in this agreement; (vii) The Hosted Service and Work Product do not violate any intellectual property rights of any third party; and (viii) except as stipulated by applicable law, Customer Data will not be disclosed to any third party for any purpose other than offering the Hosted Service or implementation services to the Customer.

8.1 EXCEPT AS EXPRESSLY STIPULATED IN THIS DOCUMENT, NEITHER PARTY WILL OFFER WARRANTIES OF ANY KIND, WHETHER IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION BY CUSTOMER. The Customer shall defend, indemnify, and hold harmless SEIDOR and/or SEIDOR Analytics against any loss, damage, or cost (including reasonable attorney's fees) related to Claims made against SEIDOR and/or SEIDOR Analytics by a third party alleging that a Customer's Data or the Customer's use of the Hosted Service in violation of this Agreement, infringes the intellectual property rights of a third party or has caused other types of damages; provided that SEIDOR and/or SEIDOR Analytics notifies the Customer in writing and immediately about the Claim; grants the Customer absolute control of the defense and settlement of the Claim (provided that the Customer does not make any settlement or defend any claim unless it unconditionally releases SEIDOR and/or SEIDOR Analytics from all legal liability); and (c) provides the Customer all reasonable assistance, at the Customer's expense.

THE CUSTOMER may not cancel their subscription before the contracted time given that the investment values provided are estimated based on this service provision period. After the initial contracted time, the customer may choose, year by year, to maintain the service or discontinue it with a notice to SEIDOR of at least 90 calendar days prior to its end date.

10. LIMITATION OF LEGAL LIABILITY. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES, IN NO EVENT SHALL THE JOINT LEGAL LIABILITY OF EACH PARTY ARISING FROM THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY EXCEED THE AMOUNTS PAID AND OWED BY THE CUSTOMER DURING THE 12 MONTHS PRIOR TO THE INCIDENT GIVING RISE TO THE LEGAL LIABILITY (OR DURING THE FIRST 12 MONTHS IF SUCH INCIDENT OCCURRED DURING SAID MONTHS).

10.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT, OR UNDER ANY THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. MISCELLANEOUS.

Neither party may include the company name and logo in its supplier list, without prior express written authorization. Additionally, the customer agrees, if necessary, to serve as a reference with prior notice and request. By mutual agreement, the customer may receive visits from other prospects, collaborate on press announcements announcing the relationship once a contract is signed, and collaborate on studies, cases, and marketing collateral as the customer deems they have perceived a return on their investment.

The parties are independent and no partnership, franchise, joint venture, agency, fiduciary, or employment relationship will be created between the parties. There are no third-party beneficiaries of this Agreement.

Notices shall be made in writing (email is allowed) and shall be valid upon receipt.

No amendment, exception, or provision of this Agreement shall be valid unless expressed in writing and signed by the party against whom such amendment or exception is enforced.

Neither failure nor delay in exercising a right shall represent a waiver of such right. Except as otherwise provided, the remedies provided herein are additional, and not exclusive, to any other remedy of a party, at law or in equity. If a court of competent jurisdiction rules that a clause of this Agreement is against the law, the court will modify said clause and it will be interpreted in a way that best fits the objectives of the original clause in accordance with what is permitted by law, while the remaining clauses will remain in force.

Neither party may assign its rights or obligations, whether by operation of law or otherwise, without the prior written consent of the other party (not to be withheld unreasonably). Notwithstanding the foregoing, (i) each party may assign this Agreement in its entirety (including all Annexes A) to its successor having an interest in connection with a merger, reorganization, or sale of all or substantially all assets or shares not involving a direct competitor of the other party; and SEIDOR may assign to an Affiliate or partner its rights and obligations related to the implementation of the Hosted Service. Any assignment not complying with this section will be invalid. This Agreement will legally bind and inure to the benefit of the parties, their respective successors, and authorized assignees.

This Agreement may be executed by fax and in separate copies.

PRODUCT TERMS OF USE

1. AI Model Usage Policy

The Daiana service is based on the use of Artificial Intelligence (AI) models provided by third parties, also known as LLM (Large Language Models). For everything regarding the management of the former, the CUSTOMER agrees to respect the terms of use of the owner of the LLM models.
The CUSTOMER will connect to Artificial Intelligence models through an account provided by SEIDOR Analytics or may also choose to use their own account.
In the event that the CUSTOMER decides to use their own account to connect to Artificial Intelligence models, they will be responsible for all activities and costs associated with the management of said account (API Key generation, credit renewal, etc.).
Daiana is a tool developed by SEIDOR Analytics to facilitate the adoption of Artificial Intelligence solutions in companies and has no association with the companies owning the Artificial Intelligence models. Improper use of this tool may constitute a violation of the Terms and Conditions of said companies, so liability for sanctions that said companies may undertake is the exclusive responsibility of the CUSTOMER.
Due to the nature of machine learning, results may not be unique for all users and Services may generate equal or similar results. For example, you may provide input data to a model like "What color is the sky?" and receive results like "The sky is blue". Other users may also ask similar questions and receive the same or another answer. Answers requested by other users and generated for them are not considered your Content.
Artificial Intelligence and machine learning are rapidly evolving fields of study. We are constantly working to improve our Services and make them more accurate, reliable, safe, and beneficial. Given the probabilistic nature of machine learning, use of our Services may in some situations result in incorrect Results that do not accurately reflect real people, places, or facts. You must evaluate the accuracy of any Result as appropriate for your use case, including human review of the Result.
Companies owning Artificial Intelligence models may periodically update the version of their LLM models and this may affect the normal service of Daiana, in which case the commitment is to do everything possible to restore the service and keep the application updated to maintain the functions mentioned on this page.

2. Consumption Add-ons

The service provided with the solution according to the metrics established in the contract is performed through messages using SEIDOR Analytics API services. There are additional services including image generation and speech to text (enumerative, but not exclusive) which have an additional cost for usage by consumption.
If the customer activates and uses these services, SEIDOR Analytics will bill monthly for the cost of the same according to the consumption of the period. The value of these will be communicated at the time of activation and may change according to what the operators of these modify.
The service is limited to the usage driver according to the chosen plan, and there may be add-ons, these will be billed to the Customer monthly according to their consumption of them, setting in this contract the cost per additional message.

3. About these terms

These terms apply to the download, access, and/or use of the Daiana platform, whether from a computer, a mobile device, our website www.seidoranalytics.com (the "Website") or any other website, device, or platform. These terms also apply to any other service we may offer in relation to the Website, such as customer support, social networks, community channels, and other websites we may maintain temporarily (in these terms, we refer to all our platforms and other services collectively as "Services"). These terms are a legal agreement and contain important information about your rights and obligations regarding our Services.
This Daiana application does not guarantee service activity levels, continuous access to the service, nor business continuity of this tool, so its use must be as detailed in this annex.

4. About access to our Services and their use

THE CUSTOMER is responsible for Internet connection or mobile device connection charges they may incur for accessing and using our Services. If you are unsure what those charges will be, before accessing or using our Services you should consult with your internet provider or mobile operator.

5. User conduct and content

THE CUSTOMER must comply with the laws in force in the place from which they access our Services. If any applicable laws restrict or prohibit you from using our Services, you must comply with those legal restrictions or, if applicable, stop using or accessing our Services.
THE CUSTOMER guarantees that all information provided to us to access or use our Services is and will remain at all times true, accurate, and complete.
THE CUSTOMER and other users may send, upload, communicate, transmit, or otherwise facilitate information, data, software, sounds, photographs, graphics, videos, tags, and other materials ("Content"), through our Services. THE CUSTOMER is aware that all Content sent to them when using our Services, whether publicly or privately, is the sole responsibility of the person sending the Content. That means THE CUSTOMER, the user, and not us, is solely responsible for all Content they may upload, communicate, transmit, or otherwise facilitate through our Services.
THE CUSTOMER agrees not to upload, communicate, transmit, or otherwise facilitate Content or otherwise use the Services in a manner: that is or may reasonably be considered illegal, harmful, harassing, defamatory, libelous, obscene, or otherwise objectionable; that is or may reasonably be considered a violation of others' privacy or infringes privacy rights; that is likely or may reasonably be considered to incite violence or racial or ethnic hatred; that THE CUSTOMER does not have the right to facilitate legally (such as information that is privileged, owned by others, or confidential); that infringes any intellectual property right or any other right owned by third parties; that consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or other form of advertising messages; or that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
THE CUSTOMER agrees not to do the following: use our Services to harm, offend, or harass anyone; create more than one account per platform to use our Services; use another person's or entity's email address to subscribe and use our Services; use our Services with fraudulent or abusive purposes (including, but not limited to, using our Services to impersonate a person or entity, or otherwise misrepresent their relationship with a person, entity, or our Services); disguise, anonymize, or hide their IP address or the origin of any Content THE CUSTOMER may upload; use our Services for any commercial or profit-making purpose or for the benefit of third parties, as well as send unsolicited communications; remove or modify trademark notices or other proprietary rights information appearing on our platform or anywhere else in our Services; cause interference or disruption to our Services, servers, or networks through which our Services are provided; attempt to decompile, reverse engineer, disassemble, or hack our Services, or bypass or block our encryption technologies or security measures or the data we transmit, process, or store; gather, extract, or collect any information about our Services or other users using them, including, but not limited to, personal information or data; for example, by uploading any element to collect information, such as pixel tags, cookies, graphics interchange formats (gifs), or similar items, among others, sometimes known as "spyware" or "pcm" (passive collection mechanisms); disobey the requirements or regulations of any network connected to our Services; use our Services to violate any applicable law or regulation; use our Services in any other way not permitted by these terms.
We do not control Content posted on our Services by other people and therefore cannot guarantee the accuracy, integrity, or quality of that Content. THE CUSTOMER is aware that when using our Services they may be exposed to Content THE CUSTOMER may consider offensive, indecent, or questionable. Under no circumstances will we be liable in any way for that Content, including but not limited to errors or omissions in any Content or losses or damages of any kind resulting from the use of Content posted, emailed, transmitted, or otherwise made available through our Services.
We have the right to remove Content uploaded from our Services if we decide, at our sole discretion, that it violates any part of these terms or that it may discredit our Services. However, THE CUSTOMER confirms they are aware that we do not actively monitor Content contributed by people using our Services and do not guarantee that we will do so.
THE CUSTOMER is solely responsible for their interactions with other users of our Services. THE CUSTOMER agrees not to hold SEIDOR Analytics liable for any loss or damage arising from Content (theirs or another user's), including but not limited to claims for defamation, harassment, or false association.

6.Violation of these terms

Without limiting other remedies or any other section of these terms, if we reasonably believe THE CUSTOMER is violating these terms (including repeated minor violations), we reserve the right to take any of the following measures, whether one or several, without having to notify you: delete, suspend, and/or modify your account or part of it; suspend and/or cancel your access to our Services.
THE CUSTOMER agrees to compensate us, according to applicable law, for all losses, damages, claims, and expenses that may arise from any breach by you of these terms.

7. Privacy

Seidor Analytics is responsible for processing data that allows identifying you or personal data we collect about THE CUSTOMER through or in relation to our Services.
Seidor Analytics collects, processes, uses, and shares your personal information as set forth in our privacy policy and these terms. If you do not agree with our privacy policy, you should not download our Platforms or access them, nor our Services.