CLIENT AGREEMENT
Last Updated: September 8, 2021

This Ebunti Client Agreement (this “Agreement”) contains the terms and conditions that govern your access to and use of the Services (as defined below) and constitutes an agreement between the applicable Ebunti contracting party specified in Section 14 below (also referred to as “Ebunti,” “we,” or “our”) and you or the entity you represent (“you” or “your”). This Agreement becomes effective when you accept a quotation or use any of the Services in accordance with this Agreement (the “Effective Date”). You represent to us that you are legally capable of entering into contracts (e.g., you are not a minor). If you are entering into this Agreement on behalf of an entity, such as the company you work for, you represent to us that you have the legal authority to bind that entity. Please refer to Section 14 for definitions of certain capitalized terms used in this Agreement.

1. USE OF SERVICES
1.1 General. You may access and use the Services in accordance with this Agreement. Service Level Agreements and Terms of Service apply to certain Services. You will comply with the terms of this Agreement and all applicable laws, rules, and regulations governing your use of the Services.

1.2 Your Account. To access the Services, you must have an Ebunti account associated with a valid email address and an active contract.

1.3 Third-Party Content. You may use Third-Party Content at your discretion. Third-Party Content is governed by this Agreement and, if applicable, separate terms and conditions accompanying such Third-Party Content, which may include additional fees and charges.

2. CHANGES.

2.1 To the Services. We may modify or discontinue any of the Services from time to time. We will provide you with at least 12 months’ advance notice if we discontinue a material functionality of a Service you are using or materially modify a customer-facing API you are using in a backward-incompatible manner. However, such notice is not required if the 12-month notice period (a) would create a security or intellectual property issue for us or the Services, (b) is economically or technically burdensome, or (c) would cause us to violate legal requirements.
2.2 To Service Level Agreements. We may modify, discontinue, or add Service Level Agreements from time to time in accordance with Section 12.

3. DATA SECURITY AND PRIVACY.

3.1 Security. Without limiting Section 10 or your obligations under Section 4.2, we will implement reasonable and appropriate measures designed to help you protect Your Content from accidental or unlawful loss, access, or disclosure.

3.2 Data Privacy. You may specify the Ebunti regions where Your Content will be stored. You consent to the storage of Your Content and the transfer of Your Content to the Ebunti regions you select. We will not access or use Your Content except as necessary to maintain or provide the Services, or as required to comply with the law or a binding order from a governmental body. We will not (a) disclose Your Content to any government or third party, nor (b) subject to Section 3.3, move Your Content from the Ebunti regions you select, except in each case as required to comply with the law or a binding order from a governmental body. Unless prohibited by law or a binding governmental order, we will notify you of any legal requirement or order referred to in this Section 3.2. We will only use your account information in accordance with the Privacy Notice, and you consent to such use. The Privacy Notice does not apply to Your Content.

3.3 Service Attributes. To provide billing and administrative Services, we may process Service Attributes in the Ebunti regions where you use the Services and other Ebunti regions. To provide you with support Services initiated by you and to investigate fraud, abuse, or violations of this Agreement, we may process Service Attributes where we maintain our support and investigation personnel.

4. YOUR RESPONSIBILITIES
4.1 Your Accounts. Except to the extent caused by our breach of this Agreement, (a) you are responsible for all activities that occur under your account, regardless of whether the activities are authorized by you or undertaken by you, your employees, or a third party (including your contractors, agents, or End Users), and (b) neither we nor our affiliates are responsible for unauthorized access to your account.

4.2 Your Content. You will ensure that Your Content and the use of Your Content or the Service offerings by you and your End Users do not violate any policies or applicable laws. You are solely responsible for the development, content, operation, maintenance, and use of Your Content.
4.3 Your Security and Backup. You are responsible for properly configuring and using the Services and taking appropriate action to secure, protect, and back up your accounts and Your Content in a manner that provides adequate security and protection. This may include the use of encryption to protect Your Content from unauthorized access and routinely archiving Your Content.
4.4 Login Credentials and Account Keys. Ebunti login credentials and private keys generated by the Services are for your internal use only and may not be sold, transferred, or sublicensed to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
4.5 End Users. You will be deemed to have taken any action that you permit, assist, or facilitate any person or entity to take in relation to this Agreement, Your Content, or the use of the Services. You are responsible for End Users’ use of Your Content and the Services. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement caused by an End User, you will immediately suspend such End User’s access to Your Content and the Services. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide such support or services.

5. FEES AND PAYMENT
5.1 Service Fees. We calculate and invoice fees and charges monthly. We may invoice you more frequently for accrued fees if we suspect your account is fraudulent or at risk of non-payment. You will pay us the applicable fees and charges for your use of the Services as described on the Ebunti Site using one of the payment methods we support. All amounts payable by you under this Agreement will be paid to us without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the Ebunti Site, unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Service you are using by providing you at least 30 days’ advance notice. We may choose to charge you interest at a rate of 1.5% per month on all late payments.

5.2 Taxes. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions to them) imposed on that party in connection with the transactions and payments under this Agreement. All fees payable by you are exclusive of indirect taxes, except as otherwise required by applicable law. We may charge you, and you will pay, applicable indirect taxes that we are legally obligated or authorized to collect from you. You will provide us with any information reasonably requested to determine whether we are obligated to collect indirect taxes from you. We will not collect, and you will not pay, any indirect tax for which you furnish us a properly completed exemption certificate or a direct payment permit certificate that allows us to claim an available exemption from such indirect tax. All payments made by you under this Agreement will be free and clear of any deduction or withholding, as required by law. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required on any payment, you will pay such additional amounts as necessary to ensure that the net amount received by us equals the amount owed and due under this Agreement. We will provide you with tax forms reasonably requested to reduce or eliminate the amount of any withholding or deduction of taxes related to payments made under this Agreement.

6. TEMPORARY SUSPENSION

6.1 General. We may suspend your right or any End User’s right to access or use any part of the Services immediately upon notice to you if we determine: Your or any End User’s use of the Services (i) poses a security risk to the Services or any third party, (ii) could adversely impact our systems, the Services, or the systems or Content of any other Ebunti customer, (iii) could subject us, our affiliates, or any third party to liability, or (iv) could be fraudulent;
You or any End User are in breach of this Agreement;
You are delinquent on your payment obligations under Section 5; or
You have ceased to operate in the ordinary course, made an assignment for the benefit of creditors, or a similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding.

6.2 Effect of Suspension. If we suspend your right to access or use any part or all of the Service Offerings:
You remain responsible for all fees and charges incurred during the suspension period; and
You will not be entitled to any service credits under the Service Level Agreements for any suspension period.

7. TERM; TERMINATION

7.1 Term. The term of this Agreement will commence on the Effective Date and remain in effect until terminated under this Section 7. Any termination notice of this Agreement by either party to the other must specify a Termination Date that complies with the notice periods in Section 7.2.

7.2 Termination.
Termination for Convenience. You may terminate this Agreement for any reason by notifying us and closing your account for all Services for which we provide an account closure mechanism. We may terminate this Agreement for any reason by providing you at least 30 days’ advance notice.

Termination for Cause.
By Either Party. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. No later than the Termination Date, you will close your account.
By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause if we have the right to suspend under Section 6, (B) if our relationship with a third-party partner who provides software or other technology we use to provide the Services expires, terminates, or requires us to change how we provide such software or other technology as part of the Services, or (C) to comply with the law or requests of governmental entities.

7.3 Effect of Termination.

General. Upon the Termination Date:
Except as provided in Section 7.3(b), all your rights under this Agreement immediately terminate;
You remain responsible for all fees and charges incurred up to the Termination Date and are responsible for fees and charges incurred during the post-termination period described in Section 7.3(b);
You will immediately return or, if instructed by us, destroy all Ebunti Content in your possession; and
Sections 4.1, 5, 7.3, 8 (except for the license granted to you in Section 8.3), 9, 10, 11, 13, and 14 will continue to apply in accordance with their terms.

Post-Termination. Unless we terminate your use of the Service Offerings under Section 7.2(b), for 15 days following the Termination Date:
We will not take action to remove Your Content from the Ebunti systems as a result of the termination; and
We will allow you to retrieve Your Content from the Services only if you have paid all amounts due under this Agreement.

For any use of the Services after the Termination Date, the terms of this Agreement will apply, and you will pay the applicable fees at the rates specified in Section 5.

8. PROPERTY RIGHTS

8.1 Your Content. Except as provided in this Section 8, we do not obtain any rights under this Agreement from you (or your licensors) to Your Content. You consent to our use of your content to provide the Services to you and to end users.

8.2 Adequate Rights. You represent and warrant to us that:
(a) you or your licensors own all rights, titles, and interests in and to Your Content and Suggestions;
(b) you have all the rights in Your Content and Suggestions necessary to grant the rights granted under this Agreement; and
(c) none of Your Content or the use of Your Content or the Services by End Users will violate the Acceptable Use Policy.
8.3 Service Offerings License. We or our licensors own all rights, titles, and interests in the Service Offerings and all related intellectual property and technology rights. Subject to the terms of this Agreement, we grant you a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to: (a) access and use the Services solely in accordance with this Agreement; and (b) copy and use Ebunti Content solely in connection with the permitted use of the Services. Except as provided in this Section 8.3, you do not obtain any rights under this Agreement from us, our affiliates, or our licensors to the Service Offerings, including related intellectual property rights. You may be provided with some Ebunti Content and third-party content under a separate license, such as the Apache License, Version 2.0, or another open-source license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to Ebunti Content or third-party Content subject to that separate license.

8.4 License Restrictions. Neither you nor any End User will use the Services in any way or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User will attempt, or attempt to: (a) modify, distribute, alter, manipulate, repair, or create derivative works from any Content included in the Services (except to the extent the Content included in the Service Offerings is provided to you under a separate license that expressly permits the creation of derivative works); (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Service (except to the extent applicable law prohibits this restriction); (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas; or (d) resell or sublicense the Services. You may only use Ebunti’s Trademark in accordance with the Trademark Usage Guidelines. You will not misrepresent or embellish the relationship between us and you (including implying or suggesting that we support, sponsor, endorse, or contribute to you or your business efforts). You will not imply any relationship or affiliation between us and you, except as expressly permitted by this Agreement.

8.5 Suggestions. If you provide any suggestions to us or our affiliates, we and our affiliates will have the right to use such suggestions without restriction. You hereby irrevocably assign to us all rights, titles, and interests in the Suggestions and agree to provide us with the assistance we need to document, perfect, and maintain our rights in the Suggestions.

9. INDEMNIFICATION

9.1 General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any Loss arising out of or related to any third-party claim regarding: (a) your use or the use by any End User of the Services (including activities conducted in your Ebunti account and use by your employees and personnel); (b) your breach of this Agreement or violation of applicable law by you, End Users, or Your Content; or (c) any dispute between you and any End User. You will reimburse us for reasonable attorney’s fees, as well as the time and materials of our employees and contractors dedicated to responding to any third-party subpoena or other mandatory legal order or process associated with third-party claims described in (a) through (c) above, at our then-current hourly rates.

9.2 Intellectual Property.

Subject to the limitations in this Section 9, Ebunti will defend you and your employees, officers, and directors against any third-party claim alleging that the Services infringe or misappropriate the intellectual property rights of such third party and will pay the amount of any adverse final judgment or settlement.

Subject to the limitations in this Section 9, you will defend Ebunti, its affiliates, and their respective employees, officers, and directors against any third-party claim alleging that Your Content infringes or misappropriates the intellectual property rights of such third party and will pay the amount of any adverse final judgment or settlement.

Neither party will have any obligations or liability under this Section 9.2 arising from infringement due to combinations of the Services or Your Content, as applicable, with any other product, service, software, data, content, or method. Additionally, Ebunti will have no obligations or liabilities arising from any use by you or any End User of the Services after Ebunti notifies you to cease such use. The remedies provided in this Section 9.2 are the sole and exclusive remedies for any third-party claims of infringement or misappropriation of intellectual property rights by the Services or Your Content.

For any claim covered by Section 9.2(a), Ebunti, at its option, will either: (i) acquire the rights to use that part of the Services allegedly infringing; (ii) replace the allegedly infringing part of the Services with a non-infringing alternative; (iii) modify the allegedly infringing part of the Services to make it non-infringing; or (iv) terminate the allegedly infringing part of the Services or this Agreement.

9.3 Process. The obligations under this Section 9 will apply only if the party seeking defense or indemnification: (a) provides the other party with timely written notice of the claim; (b) allows the other party to control the defense and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in defending and resolving the claim. In no event will either party settle any claim that involves any commitment other than the payment of money without the written consent of the other party.

10. DISCLAIMERS.

THE SERVICES ARE PROVIDED “AS IS.” EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO THE EXTENT ANY STATUTORY RIGHT APPLIES THAT CANNOT BE EXCLUDED, LIMITED, OR WAIVED, WE, OUR AFFILIATES, AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED OR EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, (II) ARISING OUT OF ANY COURSE OF DEALING OR COMMERCIAL USE, (III) THAT THE SERVICE OFFERINGS OR THIRD-PARTY CONTENT WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF HARMFUL COMPONENTS, AND (IV) THAT ANY CONTENT WILL BE SAFE OR OTHERWISE NOT LOST OR ALTERED.

11. LIMITATION OF LIABILITY.
WE, OUR AFFILIATES, AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUE, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE FOR ANY COMPENSATION, REFUND, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OR ACCESS TO THE SERVICES, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICES, OR (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER SERVICE LEVEL AGREEMENTS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR PART OF THE SERVICES FOR ANY REASON; (B) THE COST OF ACQUISITION OF SUBSTITUTE GOODS OR SERVICES; (C) ANY INVESTMENT, EXPENSE, OR COMMITMENT ON YOUR PART IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OR DELETION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE YOUR CONTENT OR OTHER DATA. IN ANY CASE, EXCEPT FOR PAYMENT OBLIGATIONS UNDER SECTION 9.2, OUR AND OUR AFFILIATES’ AND LICENSORS’ TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT YOU ACTUALLY PAID US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM WITHIN THE 10 DAYS PRIOR TO THE LIABILITY ARISING. THE LIMITATIONS IN THIS SECTION 11 APPLY ONLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12. MODIFICATIONS TO THE AGREEMENT
We may modify this Agreement (including the Policies) at any time by posting a revised version on the Ebunti Site or otherwise notifying you in accordance with Section 13.10; provided, however, that we will provide at least 90 days’ notice in accordance with Section 13.10 for adverse changes to any Service Level Agreement. Subject to the 90-day notice requirement for adverse changes to Service Level Agreements, the modified terms will become effective when posted or, if we notify you by email, as indicated in the email message. By continuing to use the Service Offerings after the effective date of any modification to this Agreement, you agree to be bound by the modified terms. It is your responsibility to regularly review the Ebunti site for any modifications to this Agreement. We last modified this Agreement on the date indicated at the end of this Agreement.

13. MISCELLANEOUS
13.1 Assignment. You shall not assign or transfer this Agreement or any of your rights and obligations under this Agreement without our prior written consent. Any assignment or transfer that violates this Section 13.1 will be null and void. We may assign this Agreement without your consent (a) in connection with a merger, acquisition, or sale of all or substantially all of our assets, or (b) to any affiliate or as part of a corporate reorganization; and upon such assignment, the assignee will be deemed to replace Ebunti as a party to this Agreement, and Ebunti will be fully discharged from all its obligations and duties under this Agreement. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

13.2 Entire Agreement. This Agreement incorporates the Policies by reference and is the entire agreement between you and us with respect to the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or oral, regarding the subject matter of this Agreement. We will not be bound or object to any term, condition, or other provision that differs from or adds to the provisions of this Agreement (whether it materially alters this Agreement or not), including, for example, any term, condition, or other provision (a) presented by you in any order, receipt, acceptance, confirmation, correspondence, or other document, (b) related to any online registration, response to any Request for Offer, Request for Proposal, Request for Information, or other questionnaire, or (c) related to any billing process you submit or request us to complete. If the terms of this document conflict with the terms contained in any Policy, the terms of this document will prevail, except that the Service Terms will govern this document.

13.3 Force Majeure. We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure is due to any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, power or utility failures, telecommunications failures, earthquakes, storms, or other natural elements, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.

13.4 Governing Law. The laws in effect, without reference to conflict of law rules, will govern this Agreement and any dispute of any kind that may arise between you and us.

13.5 Disputes. Any dispute or claim related in any way to your use of the Service Offerings, or to any product or service sold or distributed by Ebunti, will be adjudicated in the Courts of the Government of Jalisco, and you agree to the exclusive jurisdiction and venue of the Courts of the Government of Jalisco, subject to the additional provisions below.

13.6 Commercial Compliance. In connection with this Agreement, each party will comply with all applicable import, reimport, sanctions, antiboycott, export, and reexport control laws and regulations, including all laws and regulations applicable to a Mexican company, such as the Export Administration Regulations, the International Traffic in Arms Regulations, and the economic sanctions programs enforced by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance regarding how you choose to use the Service Offerings, including the transfer and processing of Your Content, the provision of Your Content to end-users, and the Ebunti region in which the foregoing occurs.

13.7 Independent Contractors; Non-exclusive Rights. You and we are independent contractors, and this Agreement will not be interpreted as creating a partnership, joint venture, agency, or employment relationship. Neither party nor any of its respective affiliates is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for them products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party, and (b) to assist third-party developers or system integrators who may offer products or services that compete with the products or services of the other party.

13.8 Language. All communications and notices given or delivered under this Agreement must be in Spanish. If we provide a translation of the Spanish version of this Agreement, the Spanish version of the Agreement will control in the event of any conflict.

13.9 Confidentiality and Publicity. You may use Ebunti’s Confidential Information only in connection with your use of the Services as permitted under this Agreement. You will not disclose Ebunti’s Confidential Information during the Term or at any time for 5 years after the expiration of the Term. You will take all reasonable measures to prevent unauthorized disclosure, dissemination, or use of Ebunti’s Confidential Information, including, at a minimum, the measures you take to protect your own confidential information of a similar nature. You will not issue any press releases or make any other public communications regarding this Agreement or your use of the Services.

13.10 NOTICE.
(a) To You. We may provide you with any notice under this Agreement: (i) by posting a notice on the Ebunti Website; or (ii) by sending a message to the email address associated with your account. Notices provided by posting on the Ebunti site will be effective when posted, and notices provided by email will be effective when we send the email. It is your responsibility to keep your email address up to date. You will be deemed to have received any email sent to the email address associated with your account when we send the email, whether or not you receive it.

(b) To Us. To notify us under this Agreement, you must contact Ebunti by personal delivery or courier, as appropriate, to the Ebunti contracting party address indicated in Section 14 below. We may update the address for receiving notices by posting a notice on the Ebunti site. Notices provided by personal delivery will be effective immediately. Notices provided by courier will be effective the next business day after sending.

13.11 No Third-Party Beneficiaries. Except as set forth in Section 9, this Agreement does not create any third-party beneficiary rights for any individual or entity that is not a party to this Agreement.

13.12 No Waivers. The failure to enforce any provision of this Agreement will not constitute a present or future waiver of that provision or limit our right to enforce that provision at a later time. All waivers by us must be in writing to be effective.

13.13 Severability. If any part of this Agreement is deemed invalid or unenforceable, the remaining parts of this Agreement will remain in full force and effect. Any invalid or unenforceable part will be interpreted in accordance with the meaning and intent of the original part. If such construction is not possible, the invalid or unenforceable part will be severed from this Agreement, but the remainder of the Agreement will remain in full force and effect.

14. DEFINITIONS.
“Acceptable Use Policy” means the policy located at https://www.ebunti.com/uap.html (and any successor or related locations designated by us), which we may update from time to time.

“Account Country” refers to the country associated with your account. If you have provided a valid tax registration number for your account, the account country is the country associated with your tax registration. If you have not provided a valid tax registration, the account country is the country where your billing address is located.

“Account Information” means information about you that you provide to us in connection with the creation or management of your Ebunti account. For example, account information includes names, usernames, phone numbers, email addresses, and billing information associated with your Ebunti account.

“API” means an application programming interface.

“Ebunti Confidential Information” means all non-public information disclosed by us, our affiliates, business partners, or our employees, contractors, or agents or their respective employees, which is designated as confidential or which, given the nature of the information or the circumstances surrounding its disclosure, reasonably should be understood to be confidential. Ebunti Confidential Information includes: (a) non-public information relating to our technology or that of our affiliates or business partners, customers, business plans, promotional and marketing activities, finances, and other business matters; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content, and existence of any discussion or negotiation between you and us or our affiliates. Ebunti Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be documented to have been known to you at the time of receipt; (iii) is received from a third party who did not acquire or disclose it through an unlawful or improper act; or (iv) can be documented to have been independently developed by you without reference to Ebunti’s Confidential Information.

“Ebunti Content” means content that we or any of our affiliates make available in connection with the Services or on the Ebunti Site to enable access to and use of the Services, including APIs; WSDL; Documentation; Sample Code; software libraries; command-line tools; proof of concepts; templates; and other related technology (including any of the above provided by our staff). Ebunti Content does not include Services or Third-Party Content.

“Contracting Party of DPRMX” means the party identified in the table below, based on your Account Country. If you change your Account Country to one identified as a different Ebunti Contracting Party below, you agree that this Agreement will be assigned to the new Ebunti Contracting Party in accordance with Section 13.1 without any action required by either party.

Country:

Contracting Party:

Address:

Mexico

DRP Cloud México SAPI de CV

Av. de las Américas 1501-Piso 20, Sao Paulo, Providencia, 44630 Guadalajara, Jal

“Ebunti Brand” refers to any trademark, service mark, service, or trade names, logos, and other designations of Ebunti and its affiliates that we may make available to you in connection with this Agreement.

“Ebunti Site” refers to http://www.ebunti.com (and any successor or related site designated by us), which we may update from time to time.

“Content” refers to software (including machine images), data, text, audio, video, or images.

“Documentation” refers to user guides and administration guides (excluding content referenced through hyperlinks) for the Services located at http://www.ebunti.com/ (and any successor or related site designated by us), which can be updated by Ebunti from time to time.

“End User” refers to any individual or entity who, directly or indirectly through another user: (a) accesses or uses your content; or (b) accesses or otherwise uses your account’s Service Offerings. The term “End User” does not include individuals or entities accessing or using the Services or any Content on their own Ebunti account, instead of using it through your account.

“Applicable Laws” and “Applicable Courts” refer to, for each Ebunti Contracting Party, the laws and courts established in the following table:

Contracting Party

Governing laws

Governing courts

DRP Cloud Mexico SAPI de CV

The laws of Mexico

The state or federal courts in Guadalajara, Jalisco

“Indirect taxes” means applicable taxes and duties, including, but not limited to, VAT, service tax, excise duties, sales and transaction taxes, and gross receipts tax.

“Losses” means any claim, damage, loss, liability, cost, and expense (including reasonable attorneys’ fees).

“Policies” means the Acceptable Use Policy, the Privacy Notice, the Site Terms, the Service Terms, the Trademark Use Guidelines, all restrictions described in the Ebunti Content and on the Ebunti Site, and any other policy or terms referenced or incorporated into this Agreement, but does not include technical documents or other marketing materials referenced on the Ebunti site.

“Privacy Notice” means the privacy notice found at https://www.ebunti.com/aviso_privacidad.html (and any successor or related locations that we designate), which we may update from time to time.

“Services” means each of the services we make available, either directly or through our affiliates, including the web services described in the Service Terms (including associated APIs), the Ebunti Content, the Ebunti Brands, and any other product or service provided by us under this Agreement. Services do not include third-party content.

“Service Attributes” refers to service usage data related to your account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics, and analytics.

“Service Level Agreement” means all the service level agreements we offer in relation to the Services, which we publish on the Ebunti Site, as we may update them from time to time. The service level agreements we offer regarding the Services can be found at https://www.Ebunti.com/sla.html (and any successor or related locations designated by Ebunti), which we may update from time to time.

“Terms of Service” means the rights and restrictions for specific services located at https://www.Ebunti.com/terms.html (and any successor or related locations designated by us), which we may update from time to time.

“Site Terms” means the terms of use found at https://www.Ebunti.com/terms.html (and any successor or related locations designated by us), which we may update from time to time.

“Suggestions” refers to any suggested improvements to the Service Offerings provided to us.

“Term” means the term of this Agreement described in Section 7.1.

“Termination Date” means the effective date of termination provided in accordance with Section 7, in a notice from one party to the other.

“Third-Party Content” means content made available to you by any third party on the Ebunti Site or in connection with the Services.

“Trademark Use Guidelines” refers to the guidelines and the trademark license found at https://www.Ebunti.com/ (and any successor or related locations designated by us), which we may update from time to time.

“Your Content” refers to the content that you or any End User transfers to us for processing, storage, or hosting by the Services in connection with your Ebunti account and any computational results that you or any End User derive from the above through their use of the Services. For example, Your Content includes content that you or any End User store on Ebunti. Your Content does not include account information.