TERMS AND CONDITIONS OF ACCESS, USE AND PRIVACY
COCO INVERSIONES TECNOLOGICAS S.A.S identified with NIT 901.314.101 – 2, through this document informs the GENERAL TERMS AND CONDITIONS for the use of the LICENSE OF USE contracted by the USER.
1. DEFINITIONS:
For the understanding of this document, the following definitions will be taken into account: 1.1. AWS: Refers to Amazon Web Services, which is the cloud that has been adopted for hosting and storing data. 1.2. API: Refers to an application programming interface which belongs to a third party. 1.3. COCO: Refers to COCO INVERSIONES TECNOLOGICAS S.A.S identified with NIT 901.314.101 – 2. 1.4. LICENSE OF USE: Refers to the authorization of COCO as "Licensor" to the USER as "Licensee", consisting of the use of the SOFTWARE for the scheduling of appointments to its USERS according to the limits established within the PROPOSAL. 1.5. PARTIES: Refers jointly to COCO and the USER. 1.6. PROPOSAL: Refers to the conditions for the LICENSE OF USE presented to the USER by COCO. 1.7. REMUNERATION: Refers to the monthly value that the USER will pay to COCO for the LICENSE TO USE the SOFTWARE. 1.8. SOFTWARE: Refers to software owned by COCO and whose use allows USERS strictly in the terms indicated in this document and in the PROPOSAL. 1.9. TERMS AND CONDITIONS: Refers to the content of this document, which, together with the PROPOSAL, forms the contractual relationship between COCO and the USER. 1.10. USER: Refers to the person who acquires the license to use the SOFTWARE. 1.11. SERVICE IMPLEMENTATION VALUE: Refers to the value that the USER will pay to COCO for the implementation of the SOFTWARE.
2. INFORMATION ABOUT THE SERVICE:
2.1. LICENSE OF USE: Only the functionalities of the SOFTWARE related in the PROPOSAL are included within the LICENSE OF USE, so in case the USER requires additional functionalities or intends to negotiate with COCO to modify those that are related in the PROPOSAL, they must request a new proposal from the COCO team. The USER will not be able to sublicense or transfer the granted license since it is provided for the sole purpose of allowing the USER to use the LICENSE OF USE within the limits established in the PROPOSAL and in accordance with the parameters set forth in these TERMS AND CONDITIONS. COCO shall not grant licenses or rights implicitly or in any other way different from the TERMS AND CONDITIONS and the PROPOSAL.
2.2. WARRANTY: COCO guarantees the operation of the SOFTWARE 24 hours a day, 365 days a year. However, the USER declares to understand that intermittencies may occur in the service, which will be addressed by COCO in the manner established in the Service Level Agreements, available on the website: www.cocodigital.co, as long as they are not generated in events of force majeure or fortuitous event, such as terrorist attacks, hacking, crash of the AWS platform and/or Google.
2.3. INTEROPERABILITY: The USER, once authorized, will be solely responsible for achieving interoperability with the SOFTWARE in sufficient terms for the full execution of the LICENSE OF USE, in case it is necessary. For these purposes, COCO will provide the USER with the information necessary to achieve interoperability, information that will be subject to confidentiality, unless it is offered directly by COCO within the PROPOSAL. 2.4. USE OF THE SOFTWARE: The use of the USER LICENSE must be in accordance with the GENERAL TERMS AND CONDITIONS and the PROPOSAL, otherwise, the contract will be understood to be breached by the USER. The USER declares to be agreed to comply with the payments corresponding to the values established as VALUE OF IMPLEMENTATION OF THE SERVICE and REMUNERATION within the PROPOSAL, as well as with any other payment agreed with COCO. Payments made are non-refundable and no credits will be granted for months of LICENSE OF USE partially used or for content that the USER has not used. Additionally, it is forbidden for the USER:
2.4.1. Use the LICENSE OF USE in a way that violates, misappropriates or infringes the GENERAL TERMS AND CONDITIONS, or any rule of the Colombian legal system or good customs of the country.
2.4.2. Transfer the rights granted with the USE LICENSE to a third party that has not been previously authorized by COCO.
2.4.3. Use the LICENSE OF USE in order to defraud COCO or its collaborators, other users or in order to obtain information through any inadmissible form of the personal data associated with the USER's accounts.
2.4.4. Collect information from or about COCO users in any impermissible or unauthorized manner.
2.4.5. Use any manual process to monitor or copy any SOFTWARE material or for any other unauthorized purpose without prior written consent of COCO.
2.4.6. Use any device, software or routine that interferes with the proper functioning of the SOFTWARE.
2.4.7. Introduce viruses, Trojan horses, worms, logic bombs or any other malicious or technologically harmful code into the SOFTWARE.
2.4.8. Attempt to gain unauthorized access to, interfere with, damage or disrupt any server, computer or database connected to, reverse engineer, alter, decompile or extract code from the SOFTWARE.
2.4.9. Whether directly or indirectly, access, use, copy, adapt, modify, create derivative works of the SOFTWARE, distribute, license, sublicense, transfer, display, perform or otherwise exploit the SOFTWARE in any impermissible or unauthorized manner, or in ways that affect, harm or damage COCO, its services, or its SOFTWARE, or third parties.
2.4.10. Directly or through automated means interfere with or affect the protection, security, confidentiality, integrity, availability, or performance of the SOFTWARE, or create accounts by automated or unauthorized means;
2.4.11. Sell, resell, rent or charge for COCO services or for your data obtained in an unauthorized manner;
2.4.12. Distribute or make available the SOFTWARE on a network where it could be used on multiple devices at the same time, except as authorized by tools provided directly by COCO;
2.4.13. Create software or APIs that operate in a manner very similar to the SOFTWARE and offer them in an unauthorized manner to third parties for their use;
2.4.14. Inappropriately use any reporting channel, for example, by sending fraudulent or unfounded reports or claims.
2.5. SUSPENSION OF THE USE LICENSE: The LICENSE OF USE may be suspended in the following cases:
2.5.1. When the USER exceeds two overdue invoices, COCO may suspend the USE LICENSE immediately. To reconnect it, the USER must pay COCO the amount owed with the corresponding default interest incurred.
2.5.2. For non-compliance, total or partial, by the USER with the obligations stipulated within these GENERAL TERMS AND CONDITIONS.
2.6. REVOCATION OF THE LICENSE OF USE: COCO may revoke the use of the LICENSE OF USE and disable access to the SOFTWARE if the USER breaches any of the obligations established within the GENERAL TERMS AND CONDITIONS.
COCO may revoke the use of the LICENSE OF USE by providing 1 month's notice to the termination date of the LICENSE OF USE.
2.7. MODIFICATION OF THE REPRESENTATIVE MARKET RATE: In the event that the Representative Market Exchange Rate affects the operation of COCO, the latter may request the USER to negotiate again the conditions and values of the LICENSE OF USE established within the PROPOSAL. If it is not possible for the USER and COCO to reach an agreement on this point, COCO may terminate the service and revoke the use of the LICENSE OF USE, without generating any penalty.
2.8. PENALTY CLAUSE: For non-compliance with these GENERAL TERMS AND CONDITIONS and/or the PROPOSAL, the non-compliant party must pay the compliant party a sum equivalent to 20% of the total value of the REMUNERATION set in the PROPOSAL calculated during the entire period of duration of the contractual relationship, in the lowest range of appointments, without the payment of said value being understood as extinguishing the main obligation and the obligation to pay the damages caused by non-compliance.
2.9. COMPLIANCE POLICY: To avoid the collection of the penalty clause, the USER may establish a compliance policy, for the total value of the REMUNERATION set in the PROPOSAL, calculated over 12 months or the term of the contractual duration if this is greater, in the lowest range of appointments, for the duration of the contract and 6 more months.
In the event that there is an extension of the term of the LICENSE OF USE, the USER will have the obligation to renew the policy for the same term established herein, otherwise, in case of non-compliance, the payment of the penalty clause will be effective.
The constitution of this policy does not exempt the USER from having to respond for any damages that it generates to COCO and are not covered by the policy.
2.10. SOFTWARE UPDATES: Where applicable, updates, patches, bug fixes or other maintenance may be applied to the Services and SOFTWARE Content. COCO agrees to use reasonable efforts to provide USER with advance notice of any scheduled maintenance, except for emergency maintenance, and USER agrees to use reasonable efforts to comply with any maintenance requirements that we notify to USER.
3. LIMITATION OF LIABILITY:
COCO will not be responsible for:
3.1. COCO will not be responsible for damages caused by force majeure events or fortuitous events, such as terrorist attacks, hacking, failure of the AWS and/or Google platform.
3.2. COCO will not be responsible for any damages caused by the USER to third parties, as a result of misuse of the USE LICENSE.
3.3. COCO will not be responsible for any misuse by the USER's collaborators or the USER of its clients' database.
3.4. COCO will not be responsible for any misuse of the SOFTWARE by third parties that may harm the USER.
4. PRIVACY AND DATA POLICY:
COCO assumes the constitutional, legal and jurisprudential obligation to protect the personal data accessed on the occasion of the LICENSE OF USE.
Like COCO, the USER must also adopt the measures that allow them to comply with the provisions of Laws 1581 of 2012 and 1266 of 2008, as applicable, as well as their Regulatory Decrees and other current regulations regarding personal data.
As a consequence of this legal obligation, among others, it must adopt logical, administrative and physical security measures, according to the criticality of the personal information it accesses, so it must provide privacy notices to final users and obtain the necessary consents to guarantee that this type of information will not be used, commercialized, assigned, transferred and/or will not be subjected to any other treatment contrary to the purpose included in the provisions of the LICENSE OF USE.
On the other hand, the USER as the owner of personal data, without being obliged to do so, expressly authorizes that the personal data of the former, including sensitive data (data relating to your health, biometric data), among others, be treated in accordance with the policy of processing personal data of COCO for its collection, storage, circulation and updating for all the purposes described in https:// www.cocodigital.co.
Likewise, the USER acknowledges that they are aware of their rights such as knowing, updating, modifying and deleting the personal data existing in the databases of the person responsible. The USER may access said treatment policy with its substantial modifications, if applicable, from https://www.cocodigital.co.
Likewise, the USER authorizes the transmission and/or transfer of his or her data to third parties as long as those actions are subject to compliance with the aforementioned purposes.
TERM OF THE LICENSE OF USE: The LICENSE OF USE will have a minimum duration of 12 months from the date of acceptance of the PROPOSAL, this term may not be shorter. Likewise, this term will be extended indefinitely for equal periods, if with no less than 30 days prior to the end date of each period, one party does not notify the other of its intention to terminate it.
5. MODIFICATION OF THE GENERAL TERMS AND CONDITIONS:
COCO may review and modify these GENERAL TERMS AND CONDITIONS in its sole discretion. All changes made to these will become effective once they are published on the COCO website: www.cocodigital.co; Therefore, it will be the USER's responsibility to consult them regularly, so as to be familiar with the latest version of these GENERAL TERMS AND CONDITIONS.
6. ACCEPTANCE OF THE TERMS AND CONDITIONS:
By accepting the PROPOSAL, the USER is understood to accept these GENERAL TERMS AND CONDITIONS as well as agreeing to be subject to compliance with them, which are published at www.cocodigital.co. If the USER does not accept these GENERAL TERMS AND CONDITIONS, he must not accept the PROPOSAL or use the LICENSE OF USE.
7. INTELLECTUAL PROPERTY RIGHTS:
The USER agrees to:
7.1. Refrain from initiating administrative proceedings before the Superintendency of Industry and Commerce or any equivalent entity, nationally and internationally, to acquire rights over any distinctive sign owned by COCO or used by COCO to identify its products or services.
7.2. Refrain from making unauthorized use of the SOFTWARE, understanding that the LICENSE OF USE is granted only for the purposes and scope indicated within the PROPOSAL and the TERMS AND CONDITIONS.
7.3. Refrain from making unauthorized use of documents, databases, files, and other content that may be protected by copyright, and that are owned by COCO.
For these purposes, the USER acknowledges that COCO is the sole and exclusive owner of the copyright over the SOFTWARE.
8. CONFIDENTIALITY OF INFORMATION:
The USER is obligated to maintain in strict confidence all technical, financial, commercial, legal, fee-related, project-related, methodologies, and, in general, any information obtained as a result of or in connection with the LICENSE OF USE. The USER shall exercise the same degree of control as it would use to protect its own confidential information but in no case less than reasonable care to maintain confidentiality. Likewise, the USER agrees to take necessary measures to maintain due confidentiality of the information, under penalty of paying damages in favor of COCO arising from its breach. Confidential information and personal data shall only be disclosed to those employees, advisors, and/or contractors of each party who require such knowledge. In this latter case, such employees, advisors, and/or contractors shall be informed of the confidential nature of the information and the terms of this contract. The obligation not to disclose confidential information and the restrictions on its use shall not exist or shall cease when:
8.1. Such information has become public domain without a breach of this contract.
8.2. When such information is disclosed to comply with a legal requirement of a competent authority, but in such case the counterparty must be informed of such fact before its disclosure, so that the latter has the opportunity to defend, limit or protect it, being in any case, each Party obliged to timely and duly allege professional or commercial secrecy to prevent its disclosure.
If the USER violates the confidentiality provided herein, they must compensate COCO for the damages that the eventual disclosure of the information causes.
The confidentiality of the information, procedures, prices and details will be maintained even after the LICENSE OF USE ends, for 5 more years.
9. APPLICABLE LAW AND JURISDICTION:
This document will be governed and interpreted in accordance with the laws of the Republic of Colombia. Any disputes arising between COCO and the USER regarding these GENERAL TERMS AND CONDITIONS shall first be subject to a direct negotiation stage between them, which shall have a maximum duration of 30 calendar days from the moment one party notifies the other of the dispute and the intention to resolve it directly during the mentioned period. If, after this period has expired, they have not reached an agreement, they are free to seek the assistance of a conciliator registered with the Chamber of Commerce of Medellin, and in case of continued disagreement, they may resort to the Ordinary Jurisdiction.
10. DECLARATIONS:
The USER agrees to: (i) they have not been or will not be included in the lists of the “Office of Foreign Assets Control” (OFAC) of the United States of America, nor in any other similar, related, complementary or substitutive of that; and that (ii) they have not participated or will participate in the future in money laundering activities, smuggling, product falsification of any type, or any other intentional crime classified as such in the Colombian Criminal Code. The USER understands and accepts that compliance with this policy and the permanence of these conditions is a requirement for the continuation of their relationship with COCO and that if any of these causes are incurred, the relationship that arises may be terminated by virtue of the LICENCE OF USE, without payment of any fee or penalty.
11. SAFEGUARD CLAUSE:
All the clauses of these GENERAL TERMS AND CONDITIONS must be interpreted independently and autonomously, so in the event that one of them has been declared null by court ruling, the affected clause or clauses will be replaced by another or others that preserve the effects sought by the GENERAL TERMS AND CONDITIONS.
12. CONTACT:
The Customer Service department will handle requests, complaints, claims, and inquiries from Users at the hotline 322 495 6991 or via email at hola@cocodigital.co.
Medellín 9 de october 2023