These Terms and Conditions govern the use of the Lara IA software (the “Software”) administered by Sigma Engagement, LLC by customers who wish to use the Software (the “Customers”). By executing a service agreement with Sigma Engagement, LLC or one of its affiliates (hereinafter collectively referred to as “Lara”), Customers agree to the following terms and conditions (hereinafter referred to as the “Terms and Conditions”).
WE REQUEST CUSTOMERS TO READ EACH OF THE TERMS AND CONDITIONS SET FORTH BELOW IN DETAIL, AS THE USE OF THE SOFTWARE SHALL IMPLY ACCEPTANCE OF AND ADHERENCE TO ALL OF THESE TERMS AND CONDITIONS – AND ANY FUTURE AMENDMENTS OR MODIFICATIONS THERETO – AND THE CUSTOMER SHALL THEREAFTER BE BOUND BY THEM. THEREFORE, IT IS THE OBLIGATION AND BURDEN OF EVERY CUSTOMER TO READ AND UNDERSTAND SUCH TERMS AND CONDITIONS PRIOR TO ANY USE OF THE SOFTWARE AND/OR SERVICES. ANY CUSTOMER WHO DOES NOT ACCEPT THESE TERMS AND CONDITIONS MUST REFRAIN FROM USING THE SOFTWARE.
1. THE SERVICE
1.1.- The Software consists of a technological instrument of digital assistance (Chatbot) that, through artificial intelligence and based on the use of conversation that In addition, the Software will host the licenses in the cloud of your choice and Lara will provide technical support in accordance with the terms and conditions duly agreed upon in the service agreement entered into by the parties.
1.2. – The Software and/or the Services may include advertisements targeting content or information contained in the Software and/or the Services, questions asked through the Software, the site and/or the Services or any other information. The types and extent of advertisements shall be at Lara’s sole discretion and are subject to change at Lara’s sole discretion and without notice to Customer.
1.3. -The Customer acknowledges that the descriptions of the services displayed on the site are made in an illustrative manner, and will have the scope and common, basic and simple specifications that the market regularly offers. Similarly, acknowledges that the information contained and / or published through the site, is for informational purposes only about the services provided by Lara.
2. ACCESS TO THE SERVICES
2.1. – In order to access the Services, Customers must accept the Terms and Conditions and provide certain information to Lara, which shall be considered a sworn statement. For these purposes, the Customers guarantee the authenticity of all data they provide as a consequence of registering as a user with the Customer. Customers shall be solely and exclusively responsible for any false or inaccurate statements made and the damages caused to Lara, or third parties for the information they provide.
2.2.- The Customer must have a device with Internet connection or access.
2.3.- Data required. To access the Services, the Customer must provide the following data from their employee databases: First and Last Name, Email, Date of Entry, Leader or Manager in charge, Country, Team, Role, Language, and in some cases may require telephone number. Such data will be used only to facilitate the provision of the Services described and in no case will be used for a different purpose. By virtue of this act, and by the mere acceptance of these Terms and Conditions, the Client grants its free, express, informed and voluntary consent for the treatment of such data, according to the Privacy Policies published in the following link: https://meetlara.ai/privacy/, which are understood to be an integral part of these Terms and Conditions.
2.4.- THE CUSTOMER ACKNOWLEDGES AND ACCEPTS THAT LARA RESERVES THE RIGHT TO REJECT ANY APPLICATION FOR REGISTRATION AS A CUSTOMER, AS WELL AS TO SUSPEND OR TERMINATE ANY CUSTOMER AT ITS SOLE DISCRETION AND WITHOUT CAUSE, NOT GENERATING ANY RIGHT TO COMPENSATION FOR THE CUSTOMER.
3. TERM OF THE SERVICE
3.1.- Lara and the Customer may terminate the service at any time without cause or need for any notice, which will imply the cancellation of the service.
3.2.- Lara may withdraw or suspend at any time and without prior notice, the provision of services to those Customers who fail to comply with the provisions of these Terms and Conditions or the lack of payment for the use of the service.
4. INDUSTRIAL AND INTELLECTUAL PROPERTY
Lara is the owner of any rights, such as patents, trademarks, copyrights, database rights and any other intellectual property rights, whether registered or not, on any software, data collection mechanisms, and any other material developed by Lara that is incorporated in or made available through the Software.
4.3.- Any intrusion, attempt or activity in violation or contrary to the laws on intellectual property rights and/or the prohibitions stipulated in this section shall make the responsible party liable to the relevant legal actions, including without limitation any action for damages and criminal actions, together with the penalties provided for in these Terms and Conditions.
4.4. Customers may not use or register or cause to be registered in their name or in the name of any third party any trademark, logo or name similar to those owned by Lara.
5. CONTENT IN THE SOFTWARE AND/OR SERVICES
5.1. – Lara shall have the right to (i) remove or modify any information or functionality of the Software and/or the Services in its sole discretion and without cause or justification; (ii) take any appropriate legal remedy or action, including disclosure of Customer’s personal information to regulatory, law enforcement or security authorities or agencies, in connection with the investigation of any alleged illegal or unauthorized use of the Software and/or the Services; (iii) suspend or terminate Customer’s access to the Software and/or the Services for any reason or no reason whatsoever, including, but not limited to, without cause; (iii) to suspend or terminate Customer’s access to the Software and/or the Services for any reason or no reason at all, including but not limited to any violation of these Terms and Conditions.
5.2. – The Software and/or the Services may contain links to other websites or other online resources provided by third parties. Any such link is provided for informational purposes only and does not imply or should not be construed to imply that Lara approves of, endorses or is affiliated or otherwise connected with such website or the information contained therein. It is expressly stated that Lara does not and shall not have any control over, and shall not be responsible for, the content of such websites or such information. Further, Lara assumes no responsibility and shall not be liable for any loss or damage arising from the use of any third-party website. The Client must carefully read the terms and conditions and privacy policies of any third-party website prior to its use.
5.3. – The use of the Software and/or the Services by the Customer shall be at the Customer’s sole risk.
5.4. – Subject to Customer’s compliance with all of the Terms and Conditions, Lara will grant Customer a limited, non-exclusive, non-transferable license to access and use the Software, Customer’s information and Lara’s Intellectual Property solely in connection with the permitted use of the Software and/or Services as set forth in these Terms and Conditions.
5.5. – Except for Customer information, all rights, stock, title and interest in and to the Software and Services are owned by – or licensed to Lara by their owners for use by – Lara, including the entire Software (including the source code of the Software), text, photos, graphics, data, images, videos, any other visual or audiovisual work or production, means of communication or diffusion, and other contents available in the Software and the Services, as well as the design, distribution, view or appearance of the Software and the Services, the trademarks -registered or not- or logos, internet domains, the elements of such trademarks and the rights over the databases.
5.6.- The Software, the Services and the Industrial and Intellectual Property of Lara are protected under the rules governing intellectual property, trademark registration and other applicable legislation. All rights are reserved in accordance with point 5 of these Terms and Conditions.
5.7.- IN NO EVENT SHALL LARA, NOR ITS DIRECTORS, OFFICERS, EMPLOYEES AND/OR REPRESENTATIVES (COLLECTIVELY, THE “PROTECTED PERSONS”) BE LIABLE AS A RESULT OF THE USE OF THE SOFTWARE AND/OR THE SERVICES AND/OR WITH THE CONTENTS, MATERIALS AND FUNCTIONS RELATED THERETO, AND IN NO EVENT SHALL THE PROTECTED PERSONS BE LIABLE IN CONNECTION WITH ANY CONTENT PUBLISHED, TRANSMITTED, EXCHANGED OR RECEIVED THROUGH THE SOFTWARE.
6.1. – The parties understand that each of them may disclose personal information and information about the operation of the Software, which information, to the extent previously, currently or subsequently disclosed, shall be considered Confidential Information (as defined below).
6.2. – In connection with the foregoing, the parties acknowledge that each party may make available valuable information belonging to it that is not known to the general public and is subject to protection. For purposes hereof, “Confidential Information” is deemed to include, but is not limited to, any information about Customers or the Services, whether communicated orally, in writing or in any other form, tangible or intangible, arising from or relating to trade names, trademarks, service marks, graphics, logos, data and databases, product and/or service lines and/or concepts, listings of registered users and their personal data, regulatory information and any other matter relating to the Services. The term Confidential Information also includes all information that the parties have received from third parties and must treat as confidential or privileged and disclose to the other party.
6.3. – The parties agree to (i) keep the Confidential Information in strict confidence and take all reasonable steps to protect such Confidential Information (including, without limitation, all measures they use in connection with their confidential materials); (ii) refrain from using such Confidential Information in any manner that is detrimental to the other party; (iii) refrain from disclosing such Confidential Information in any manner that is harmful to the other party; (iii) refrain from disclosing such Confidential Information or any information originating from such information to any third party; (iv) refrain from modifying, disassembling, reverse engineering, decompiling or creating other works from any software included in the Confidential Information; and (v) refrain from making any use of such Confidential Information except as set forth herein. The parties shall disclose the Confidential Information only to affiliates, directors, officers, employees, consultants, attorneys, accountants or agents (each, a “Representative”) who need to receive the Confidential Information in order to comply with the terms hereof, and only to the extent necessary to accomplish the foregoing purposes. The parties undertake to take sufficient measures to maintain confidentiality, such as entering into confidentiality agreements with the Representatives in order to prevent them from disclosing to third parties or using the Confidential Information except as necessary to comply herewith.
6.4 The parties may disclose information, to the extent permitted by their profession, when required to do so by law or by a court order, provided that they take all reasonable diligent steps to limit the disclosure of the information and obtain confidential treatment or injunctive relief and have permitted the other party to be a party to the proceeding.
6.5 The parties shall protect all documents and copies with the same care and in no case with a lesser standard of reasonable care than that used to prevent unauthorized disclosure of their own private and confidential information. Promptly upon receipt of a request from the other party, the party who received the Confidential Information shall deliver to the other party all of its Confidential Information and all documents or media containing such Confidential Information and all copies or excerpts of such information and destroy all memoranda, notes and other writings prepared from the Confidential Information. Each party shall indemnify and hold harmless the other party and/or any of its representatives and/or employees and/or subsidiary, affiliate and related company from and against any claim, suit or proceeding resulting from the disclosure of the Confidential Information, and shall reimburse all sums incurred by such party in connection with such claims or any cause of action relating to such claims.
6.6. – All Confidential Information (including, without limitation, copies, excerpts or passages) is and shall remain the exclusive property of the party owning the Confidential Information. The parties shall not acquire (whether by virtue of a license or otherwise, express or implied) any intellectual property or other rights, except for the limited right to use such Confidential Information in accordance with the express provisions set forth herein. All rights in and to the Confidential Information not expressly granted hereunder are reserved and shall be retained by each of the parties hereto.
7.1. – The Customers undertake to indemnify and hold Lara harmless against any action or claim (a) brought by any third party, whether judicial, extrajudicial or administrative, in civil, commercial, criminal or labor matters, arising in connection with any breach or alleged breach of the Customers’ obligations and/or for breach of any applicable law or regulation; and (b) brought by any natural person or governmental authority for breach of any data protection law or regulation. Such indemnity shall include all expenses and costs (including legal costs and attorneys’ fees), for the defense of any claim or action that may have been or may in the future be brought against you, as well as the result of any judgment or sanction imposed under the foregoing.
7.2.- This indemnity is also granted in respect of possible claims that may be brought against Lara by any person under the control or responsibility of the Customers, such as employees, dependent parties, representatives or potential subcontractors and even third parties acting under their management and control. The obligation arising hereunder shall include all costs and expenses (including professional fees) that Lara may have incurred as part of its defense.
7.3. – In the event of any claim giving rise to a duty of indemnity under the provisions hereof, Lara shall promptly notify Customers in writing thereof. Notwithstanding the foregoing, failure to give such prompt notice shall not relieve the Customers from their obligations under this section, except to the extent of losses that would have been avoided if notice had been given. Lara shall cooperate fully with Customers to enable it to perform its obligations hereunder with respect to any claim. Lara may participate in the defense, in which case Lara shall bear its own costs incurred in connection therewith. Notwithstanding the foregoing, the Customers shall have control of such defense and all negotiations relating to a settlement of any claim.
8. LIMITATION OF LIABILITY. DISCLAIMER OF LIABILITY
8.1. – IN NO EVENT SHALL LARA BE LIABLE FOR CONSEQUENTIAL DAMAGES.
8.2. – LARA PROVIDES THE SERVICES “AS IS” AND “TO THE EXTENT AVAILABLE. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, LARA SPECIFICALLY DISCLAIMS LIABILITY FOR ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, LARA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF ACCURACY, CORRECTNESS, RELIABILITY OR OTHERWISE.
8.3. – Lara does not control or guarantee the absence of viruses or other elements in the information contained in the Software that may cause alterations in your computer system (software and hardware) or electronic documents and files stored on your computer system. Lara, excludes any liability for damages of any kind that may be due to the presence of viruses or the presence of other elements in the information contained in the Software that may cause alterations in the computer system, electronic documents or files of the Customers.
8.4. – Lara, excludes any liability for damages of any kind that may be due to the lack of truthfulness, accuracy, completeness and / or timeliness of the information contained in the Software and Services.
8.5. – Lara does not guarantee the availability and continuity of the operation of the Software and the services described herein. When reasonably possible, Lara will give prior notice of interruptions in the operation of the Software. Lara does not guarantee its infallibility and, in particular, but not exclusively, that the Customers can effectively use the Software and the Services. Lara excludes, to the fullest extent permitted by law, any liability for damages of any kind that may be due to the lack of availability or continuity of operation of the Software and Services, and in particular, but not exclusively, to failures in the use of the Software. The Software may be unavailable due to technical difficulties or Internet failures or any other circumstances beyond Lara’s control. Lara assumes no responsibility for any damages or costs that Customer may experience as a result of any loss, interception or alteration of transmissions over the Internet, as well as, for any problems or costs that may arise as a result of the inability to access the Software and/or the Services.
8.6. – Lara shall not be liable for events of force majeure or acts of God, including events beyond its control that may affect the proper performance of the Services or proper functioning of the Software such as, but not limited to: (i) strikes, weather conditions, natural disasters, acts of terrorism, pandemics, riots and war and other similar causes, (ii) omissions or causes attributable to third-party software licensors or service providers, or (iii) interruptions of services of origin such as interruptions of network access services, data center, link services, etc.
9. INDEPENDENT PARTIES
9.1. – The relationship between the Customer and Lara is that of independent contractors, and therefore they are subject only to the rights and obligations arising from the Terms and Conditions.
9.2. – Nothing in the Terms and Conditions shall or shall be construed to create any employee/employer, franchisee/franchisor, employer/employee, principal/agent, partner or joint venture relationship between the Customer and Lara.
10.1. – Lara will make notifications to the contact information submitted by the Customer in the relevant service agreement. The notification will be deemed to have been received immediately after it is sent. The Customer shall send any written notice to Lara at the following e-mail address firstname.lastname@example.org.
10.2. – The Customer acknowledges the full validity of notices sent and/or received through the Software and/or by e-mail and/or telephone and/or at the actual address provided by the Customer at the time of execution of the relevant service contract and agrees that notices sent therein shall be valid and binding.
11. MODIFICACIONES DE LOS TÉRMINOS Y CONDICIONES
11.1. – El Cliente comprende que Lara puede modificar estos Términos y Condiciones en cualquier momento. Los cambios de estos Términos y Condiciones serán notificados a través del sitio de Lara, y/o a través de emails dirigidos a la dirección de correo electrónico proporcionada por los Clientes en el correspondiente contrato de servicios. Queda expresamente establecido que la continuidad en el uso del Software y/o los Servicios por parte de los Clientes -luego de publicada cualquier modificación de estos Términos y Condiciones – importará la conformidad y aceptación respecto de los nuevos Términos y Condiciones.
11.2. – Lara se reserva el derecho de modificar, en cualquier momento, el contenido disponible en el Software, arancelar o, de cualquier otra forma, limitar el acceso al mismo, y aún discontinuarlo sin previo aviso.
12.1. – El Cliente no podrá ceder, transferir, novar o de cualquier otra manera modificar sus derechos u obligaciones bajo los presentes Términos y Condiciones en favor de terceros.
12.2.- Lara podrá ceder, transferir o novar sus derechos u obligaciones bajo estos Términos y Condiciones en favor de terceros, inclusive en relación con cualquier fusión, adquisición, venta de activos o de capital o en virtud de la ley, debiendo en tal caso notificar por escrito al Cliente tal circunstancia.
12.3.- Mediante la aceptación de los presentes, el Cliente presta su conformidad para que Lara pueda ceder los derechos resultantes de los Servicios.
13. LEY APLICABLE Y JURISDICCIÓN
13.1.- La ley aplicable será la que rija el contrato de prestación de servicios que ejecuten las partes.
13.2.- Las partes se someterán a los tribunales elegidos en el contrato de servicios que ejecuten oportunamente las partes.
14. SUPPLEMENTAL PROVISIONS
14.2. – The Customer acknowledges that, for the purposes of its acceptance of and compliance with the Terms and Conditions, it has not relied on and shall have no remedy under any statement, representation or warranty (whether in fact or in law and whether made unwittingly or negligently) made outside these Terms and Conditions.
14.3. – Under no circumstances shall Lara be liable for any delay or failure of performance in whole or in part arising from acts of nature or other causes beyond its reasonable control.
15.4. – Lara’s failure to exercise any right or power conferred under these Terms and Conditions will not prevent you from exercising such right or power in the future.
14.5. – No waiver of any of the provisions contained in these Terms and Conditions shall be effective unless made in writing and signed by an authorized representative of Lara. No delay, omission or forbearance in exercising or failing to exercise any right arising under these Terms and Conditions shall constitute or be construed as a waiver of such right.
14.6. – If any provision of these Terms and Conditions shall be declared unlawful, void, voidable, illegal, invalid or unenforceable (in whole or in part), then such provision shall be deemed independent and severable from the Terms and Conditions and shall not affect the enforceability of the remaining provisions, which shall remain in full force and effect.
14.7. – No person who is not duly bound by or has entered into any business under these Terms and Conditions shall be entitled to enforce them.