---
sidebar_position: 9
title: "Terms and Conditions"
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**1\. DEFINITIONS.**
**“Control”** means ownership or control, direct or indirect, of more than 50% of the voting interests of the subject entity.
**“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.
**“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 offline beyond Scheduled Downtime hours due to urgent patching, repairs, or other emergency maintenance recommended by SEIDOR Analytics providers to be performed within the timeframe indicated by SEIDOR Analytics.
**“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 on which the Customer receives access to the Hosted Service.
**“Malicious Code”** refers to viruses, worms, time bombs, Trojan horses, 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.
**“Taxes”** mean 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, consultants, or other individuals 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 services 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 mode (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 so 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 shall use the Hosted Service solely for its internal business purposes and in accordance with applicable law. Therefore, they may not: (i) resell, lease, license to third parties, timeshare, 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 from 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, benchmarking, or other comparative analysis 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 via merger, reorganization, or sale of all or substantially all assets or stock) 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 via merger, reorganization, or sale of all or substantially all assets or stock) to use, copy, distribute, or modify, including incorporation into the Hosted Service, any suggestions, enhancement requests, 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 monitoring 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**.
Included within the subscription fees for the Hosted Service is standard second-level support, as described in Annex B. The Customer shall 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 agrees to provide the Customer with periodic updates to the software subject to this Agreement during the subscription period. Such updates will include, among others, performance improvements, bug fixes, security enhancements, and new functionalities.
**7.2 Service Pack and Fix Pack**: Updates will be provided in the form of Service Packs and Fix Packs.
- **Service Pack**: These are updates that will include performance improvements and new software functionalities. 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 commits to releasing 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 will provide the necessary instructions for their correct implementation.
**7.4** **Compatibility and Continuity of Service**: The Provider commits that the 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 industry practices and standards; (ii) the Hosted Service will conform in all respects with 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 providing the Hosted Service or implementation services to the Customer.
**8.1** EXCEPT AS EXPRESSLY STIPULATED HEREIN, NEITHER PARTY MAKES 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 Customer 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 of 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 with 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 opt, year by year, to maintain the service or discontinue it with 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 name and logo of the company in its list of suppliers, 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 to this Agreement.
Notifications shall be made in writing (email is permitted) 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 stipulated, the remedies provided herein are cumulative, 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 so that it 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 in interest in connection with a merger, reorganization, or sale of all or substantially all assets or stock 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 that does not comply with this section shall be invalid. This Agreement shall legally bind and inure to the benefit of the parties, their respective successors, and authorized assigns.
This Agreement may be executed by fax and in separate counterparts.
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PRODUCT TERMS OF USE
**1\. AI Models Usage Policy**
- The Daiana service is based on the use of Artificial Intelligence (IA) 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 the 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 the Artificial Intelligence models, they will be responsible for all activities and costs associated with the management of said account (generation of API Keys, 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 that own the Artificial Intelligence models. Inappropriate use of this tool may imply a violation of the Terms and Conditions of said companies, so responsibility 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, the use of our Services may result in some situations 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.
- The companies owning the 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 in accordance with the metrics established in the contract is performed through messages using SEIDOR Analytics API services. There are additional services among which are 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 their operators modify.
- The service is limited to the usage driver according to the chosen plan, and there may be additions, these will be billed to the Customer monthly according to the consumption made by them, establishing 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](http://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 service, social networks, community channels, and other websites that 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 charges or connection from a mobile device they may incur for accessing and using our Services. If you are unsure what those charges will be, before accessing our Services or using them 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 the use of our Services, they must comply with those legal restrictions or, if applicable, must stop using or accessing our Services.
- THE CUSTOMER guarantees that all information provided to us to access our Services or use them 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 that may be sent to them when using our Services, whether in public or private, is the sole responsibility of the person sending the Content. This means that 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 way: 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 the privacy of others 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 the email address of another person or entity to subscribe and use our Services; use our Services for 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 that 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 interruptions in 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 who use 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 elements, 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 infringe any law or regulation in force; use our Services in any other way not permitted by these terms.
- We do not control the Content published on our Services by other people and, therefore, we 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 that 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 published, emailed, transmitted, or otherwise made available through our Services.
- We have the right to remove from our Services uploaded Content 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 that they are aware that we do not actively monitor the Content contributed by people using our Services and that we 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 that they will not hold SEIDOR Analytics responsible for any loss or damage arising from Content (theirs or another user's), including but not limited to cases of 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 that 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 them: delete, suspend, and/or modify their account or part of it; suspend and/or cancel their 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 them of these terms.
**7\. Privacy**
- Seidor Analytics is responsible for the processing of data that allows identification or personal data that we collect about THE CUSTOMER through or in relation with our Services.
- Seidor Analytics collects, processes, uses, and shares your personal information as provided 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.