These SaaS License Terms (together with any Order Form, the "Agreement") constitute a binding agreement between Alltearn Group SAS or Bmotik LLC, including the Bmotik brand (collectively "Bmotik"), and the customer ("Customer"). The "Agreement") listed in any contract, service form, service order, invoice or similar document entered into online or otherwise between the parties (each, an "Order Form"), and is effective as of the date of the initial order form, contract signature, service order filing or its equivalent and in the absence of any of the foregoing, at the time of commencement of operational communication or use of the services or products, or the going online/production of any of them, between the parties (the "Effective Date").

Therefore, Bmotik develops and licenses access to the following services independent, non-employee and non-subordinate, software application subscription service as described in the applicable Service Form and as further described herein (collectively, the "Service"); and por as soon as the Customer wishes to subscribe and access the Service.

Therefore, in consideration of the foregoing premises and the mutual commitments of the parties hereto, and with the intention to be legally bound hereby, the parties agree as follows:

Granting of Service License. Subject to the terms and conditions of this Agreement, Bmotik grants the Customer a limited, non-exclusive, non-transferable license to access and use the Service during the Term, only for the number of modules and items authorized as set forth in the applicable Service Form and only for internal and non-commercial purposes unless expressly authorized by a bmotik representative. The Customer must comply with the instructions and/or recommendations given by Bmotik as well as respect the requested deadlines for delivery of information, provision of changes or delivery dates. The services attached to the use of the products are governed by "Tiers" depending on the scope of the established budget. You can review the details in the annex of this document.

Consulting or staff services. If and as mutually agreed by the parties in any service form, contract, written or verbal service order or in a subsequent written and executed Statement of Work ("SOW") to be attached hereto and made a part hereof, Bmotik may also provide certain consulting, staffing or other similar professional services ("Consulting Services") in addition to the Subscription Service. The Consulting Services may include, but are not limited to, installation, staffing, operational and/or training services. Unless otherwise mutually agreed in the SOW or the applicable Service Form, all Consulting Services shall be paid for and performed on a time and materials basis at Bmotik's standard hourly rates. Client shall cover Bmotik's actual and reasonable travel and travel-related expenses incurred by Bmotik in connection with the Services or any Consulting Services provided hereunder.  The services attached to the use of the products are governed by "Tiers" depending on the scope of the established budget. You can review the details in the appendix of this document.

2. Property Rights.

2.1. Customer Data. Bmotik acknowledges and agrees that Customer shall own all title and ownership of Customer Data (defined below) and that Bmotik shall have no rights therein, except for the limited right to use the same "as needed" in connection with Bmotik's performance hereunder and as expressly permitted herein. As used herein, "Customer Data" shall mean any raw data owned by Customer independently of this Agreement, which Customer may enter into the Service. Customer Data expressly excludes any data to the extent processed by or resulting from the Service, which shall be deemed to be Bmotik Data. If and to the extent necessary for the operation of the Service by Customer, Customer grants Bmotik a limited and non-exclusive license, during the Term, to use Customer Data within the Service for the purpose of performing its obligations hereunder.

2.2. Bmotik Technology. Customer acknowledges and agrees that, subject only to the limited rights expressly granted to Customer under Section 1, Bmotik owns and shall at all times retain all rights in the Services, including, without limitation, all trade secrets, copyrights, patents, trademarks, trade name and other intellectual and proprietary rights in the Service, the software and Documentation, and all Bmotik Data (defined below), and in the technology incorporated or reflected in the foregoing (in each case, including extensions, derivatives, translations, reformulations or developments of the foregoing) (collectively, "Bmotik Technology"). Subject only to Section 2.1 above, Bmotik shall own all rights to any technology or data included in and/or derived from the Service, including all data Bmotik incorporates therein and all usage data, statistical data or aggregate data collected (collectively, "Bmotik Data"). Nothing contained in this Agreement or in the parties' performance or non-performance hereunder, or in any Service provided by Bmotik, shall be construed as granting to Customer, by implication, estoppel or otherwise, any such rights in or to any Bmotik Technology.

3. Fees; Terms of payment.

Customer shall pay to Bmotik in Colombian Pesos or U.S. Dollars, depending on the payment terms, the applicable subscription and other fees in the amounts and installments specified in any Service Form (the "Service Value"). If no payment schedule is specified in the applicable Service Form, all amounts shall be due and payable upon Customer's execution of this Agreement. The Fees and any fees for additional services, equipment or subscription extensions that may be purchased hereunder, unless explicitly stated in the service value or attachment, do not include all applicable taxes, duties or other governmental assessments, which are the responsibility of Customer. Unless otherwise stated in this Agreement, invoices shall be expressed in Colombian pesos or U.S. dollars and shall be due and payable within 30 days of the date of invoice, unless otherwise specified herein or agreed in writing between the parties. Late payments will be subject to a service charge equal to the lesser of 1.5% per month and the maximum amount allowed by law, with respect to the past due amount. Payment obligations are non-cancellable and amounts paid are non-refundable. Bmotik may not increase the Fees during the Initial Term unless mutually agreed otherwise (or if Client elects to subscribe to additional Services or purchase additional equipment or consulting), but reserves the right to increase the Fees at the end of the Initial Term or during any Renewal Term, by providing written notice to Client. During any Free Trial Period, if applicable, the Client shall remain liable for any purchases and surcharges incurred when using bmotik products/services.

4. Term; Termination.

The length of the initial term shall be as specified in the initial Service Form (the "Term"); provided that if the length of the initial term is not specified in any Order Form, the initial term shall be one year (the "Initial Term"). Either party may terminate this Agreement (a) upon 30 days' written notice if the other party has materially breached this Agreement and has not cured the same within the 30-day notice period, or (b) immediately upon written notice in the event of the filing of a petition in bankruptcy or reorganization by or against the other party or the dissolution or liquidation of the other party. Upon termination of this Agreement, (a) Customer shall: (i) discontinue all use of the Service and the Documentation; (ii) delete or destroy any electronic copy or partial copy of the Documentation, and return to Bmotik or destroy any tangible copy or partial copy of the Documentation, in its possession or control; and (iii) certify in writing to Bmotik that Customer has complied with these requirements; (c) Bmotik will terminate Customer's access to the Service; and (d) both parties will promptly return to the other or destroy the other party's Confidential Information. Any payment obligations of the Customer, provisions setting forth limitations of liability and those terms that by their nature were intended to survive any termination of this Agreement shall survive any termination of this Agreement, including Section 2 and Sections 5 through 10.

5. Warranty.

Bmotik warrants to the Client that, during the Term, and provided that the statements between the parties are in due and proper compliance, the Service will perform in substantial conformity with the Service Form and/or Consulting Services, if any, will be performed in a professional and competent manner. The foregoing warranty shall not apply if the non-conformance is not replicable or results from third party systems or components used by Customer to access the Service, including any lack of interoperability with such third party systems or components as well as from changes, edits or additions requested when the Service is operational and/or with users using the Service. 

Bmotik does not warrant that the operation of or access to the Service will be uninterrupted or error free. Bmotik's responsibility will be to use commercially and technically reasonable efforts to provide an error correction or workaround for any reported nonconformity. The Client (or its users) is solely responsible for maintaining its own connectivity and connection to the Service through any necessary hardware, software, telecommunications and Internet connections, at its own cost and expense, and Bmotik is not responsible for any interruption thereof. The Customer expressly agrees that Bmotik will not be responsible for the correct reception or reading of mass mailings sent manually or automatically by its platforms or services. The Client expressly agrees that Bmotik shall not be liable in any way for any interruption or failure to access the Service on account of external factors such as outdated hardware/software, intermittent or slow internet connection, power outages, etc., nor shall such interruption or failure to access be considered a breach of the terms of this Agreement. 

If and to the extent the Service includes, integrates or links to any content, data or software from third parties ("Third Party Content"), Customer acknowledges and agrees that (a) Bmotik is not responsible for any Third Party Content and is provided as is; and (b) any Third Party Content may be subject to additional terms and conditions, including applicable terms of use, privacy policies, end user license terms, etc., which Customer shall be responsible for accepting and complying with. Without limiting, in general terms, Bmotik is not responsible for end user error, input errors or errors in Customer Data, as well as errors or interruptions generated by requests for changes or additions when the service is operational. Bmotik does not independently verify the truthfulness or accuracy of any data or content entered into the Service and is not responsible for fraud, misrepresentation, negligence or misconduct of any end user or other third party. Except as expressly set forth in this section 5, the Service is provided "as is" to you. Bmotik expressly disclaims all other warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose and does not represent or warrant that: (a) use of the services will be uninterrupted or error free in combination with any other hardware, software, system or data; (b) the services will meet the customer's subjective expectations.

Warranties based on subjective criteria, such as individual or collective perceptions of satisfaction or dissatisfaction, undocumented expectations or claims for non-agreed aesthetic or functional preferences are expressly excluded. The client acknowledges having evaluated the capabilities of the products and/or services prior to contracting them, accepts the service levels defined in the contract and understands that Bmotik will not be responsible for nonconformities arising from requirements not communicated in writing. In no case the client may withhold payments, apply unilateral discounts or claim non-compliance without presenting objective technical evidence that demonstrates a clear deviation from what was agreed, supported by reproducible incidents, tests contradictory to the functional specifications or technical reports issued by Bmotik or a mutually agreed third party auditor. Any case of unjustified withholding or discounting shall establish a default of payment and therefore subject to the conditions of late payment according to clause 3 of this document.

6. Defense and Indemnification against Third Party Claims.

6.1. Intellectual Property Infringement. Bmotik shall hold Customer harmless from any cost, expense, claim, liability, judgment, damage or loss, in each case arising from any claim by a third party that the Service infringes a patent, copyright, trademark or other intellectual property right of such third party. If Customer's use of the Service is, or in Bmotik's opinion is likely to be, prohibited, or if required by agreement, or if commercially advisable, Bmotik may: (x) replace the infringing element of the Service with functionally similar software; (y) obtain for Customer the right to continue using the Service; or (z) terminate this Agreement and refund to Customer that portion of any prepaid Service Fee associated with any unused portion of the Term. Bmotik's foregoing defense and indemnification obligations shall not apply to the extent that the alleged infringement arises from the alteration or modification of the Services, the use or combination of the Service with other non-Bmotik products, services, hardware, software or processes, or any unauthorized use of the Service. In addition, Bmotik's obligations and liabilities under this Section shall be governed by the limitations of liability set forth in Section 7 below and shall be limited to and included in any calculation of direct damages under that Section. This Section 6 sets forth bmotik's sole liability and Customer's sole and exclusive remedy with respect to any claim of intellectual property infringement by the Service or any Consulting Services.

6.2. Customer's Indemnification Obligations. Customer shall indemnify and hold Bmotik harmless from and against any and all costs, expenses, claims, liabilities, judgments, damages or losses, in each case arising out of (i) any breach by Customer of this Agreement, including any representation, warranty or obligation set forth herein; (ii) Customer Data or any other content, data or other materials entered into the Service, or otherwise provided, by or on behalf of Customer; (iii) any actual or alleged breach by Customer of applicable laws, rules and regulations; (iv) Customer's actual or alleged violation of third party privacy rights, including, without limitation, any breach of the scope of the license granted herein; or (v) Customer's violation of Bmotik's intellectual property rights, including, without limitation, any violation of Sections 2 or 9.1.

7. Limitation of Damages.

Except for the indemnification obligations expressly set forth herein, and except for breaches of Sections 2, 8 or 9 hereof, (a) in no event shall either party be liable to the other party, based on any theory of law, equity, tort, contract or otherwise, for any special, indirect, incidental, punitive or consequential damages, including, but not limited to, lost profits, lost revenues, loss of use, loss of data or costs of coverage, in connection with this Agreement, even if such party was advised of the possibility of such damage; and (b) the total liability of each party under this agreement of any kind, with all claims, damages and liabilities aggregated, and based on any theory of law, equity, tort, contract or otherwise, shall not exceed the total amount of service and license fees paid by customer during the term (in addition to any fees paid by customer). Any claim by the customer must be filed within 12 months of the event giving rise to the claim. Although the information that users submit may be password protected, bmotik does not guarantee the security of any information transmitted to or from the service and the customer agrees to assume the security risk of any information, data or content that he/she provides through the service. The customer is responsible for all use of the services and by all end users, including but not limited to, as applicable, any employees, agents and customers. The customer is responsible for communicating the terms and limitations of this agreement to each and every such end user, including, without limitation, any limitation of warranty and any limits of bmotik's liability. Client may use the Services for informational purposes only, as an aid, but only as one source of information among many, and not as the sole basis for making decisions; Client must use due diligence and use its own business judgment in making decisions based on any information, analysis or reports derived from the Services. 

8. Confidentiality.

Confidential Information. Each party acknowledges that by reason of the relationship created between the parties by this Agreement, it may have access to certain non-public information of substantial value about the other party's business, operations, strategic plans, customers, suppliers, technology, competitors and employees ("Confidential Information"), the value of which would be impaired if such Confidential Information were disclosed to third parties or used for purposes other than as expressly authorized herein. Without limiting the foregoing, but for the avoidance of doubt, the terms of this Agreement and any performance, warranty and similar information relating to the Service (whoever generates or communicates it) shall be deemed Confidential Information of Bmotik. Accordingly, each party agrees (a) to hold all Confidential Information received from the other, in whatever form disclosed, in strict confidence, (b) not to disclose or make available such Confidential Information to any third party without the prior written consent of the disclosing party, and (c) not to use the Confidential Information of the other party except as necessary in the performance of its obligations or the exercise of its rights hereunder. The foregoing obligations shall not apply to Confidential Information of a disclosing party that, as can be reasonably demonstrated by admissible evidence by the receiving party: (i) is or becomes a matter of public knowledge through no act or omission of the receiving party; (ii) was lawfully in the possession of the receiving party without restriction on use or disclosure prior to disclosure by the disclosing party; (iii) is lawfully obtained by the receiving party without a duty of confidentiality from a third party who has no duty of confidentiality, directly or indirectly, to the disclosing party; (iv) is independently developed by the receiving party without reference to the Confidential Information of the disclosing party; or (v) is required to be disclosed by a court or other authorized tribunal, and then only to the extent of such requirement and only after prompt notice of the requirement has been given to the disclosing party.

Return of Confidential Information. Upon written request by the disclosing party (subject to each party's rights, during the Term, to withhold Confidential Information from the other party solely for the purpose of performing its obligations and exercising its rights hereunder) or upon any termination of this Agreement, the receiving party shall (a) promptly return to the disclosing party or destroy all copies and partial copies of the Confidential Information, whether maintained in tangible, electronic or other form (including permanently deleting any part thereof from computers and systems) and (b) provide the disclosing party with written certification of its compliance with the terms of this Section.

8.3. Remedies. Each party acknowledges that any breach of any of its obligations with respect to the Confidential Information of the other party may cause or threaten irreparable harm to such party. Accordingly, each party agrees that in such event, the aggrieved party shall be entitled to seek equitable relief in any court of competent jurisdiction without the necessity of posting a bond and in addition to such other remedies as may be available to the aggrieved party at law or in equity.

9. License Restrictions.

9.1. Customer shall not, and shall not attempt to (and shall not authorize or permit any third party to): (a) download or otherwise obtain a copy of the Service software or any software in any form; (b) reverse engineer or otherwise derive the source code of the Service or software or modify, decompile, disassemble or translate the Service or software or create derivative works thereof; or (c) use the Service on behalf of a third party or for any purpose other than as described in this Agreement; (d) sell, lease, license, sublicense, distribute or transfer all or part of the Service or use it as a service bureau, unless expressly authorized in writing by Bmotik; (e) post, submit, process or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that violates the rights of third parties; (f) post, submit, process or store material that contains software viruses, worms, Trojan horses or other harmful or malicious code, files, scripts, agents or computer programs; (g) interfere with or disrupt the integrity or performance of the Service or attempt to gain unauthorized access to the Service or related systems or networks; (h) remove, alter or disrupt the Service, or attempt to gain unauthorized access to the Service or related systems or networks; (h) remove, alter or obscure any title, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of Bmotik's intellectual property rights and/or rights and ownership thereof, whether such notices or indications are placed on or contained in or otherwise connected with the Software or any copy made pursuant to this Agreement; (i) remove, alter or obscure any title, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of Bmotik's intellectual property rights and/or rights and ownership thereof, whether or not such notices or indications are placed on, contained in or otherwise connected with the Service, the Documentation, or on any copy made pursuant to this Agreement; (ii) remove, alter or obscure any title, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of Bmotik's intellectual property rights and/or rights and ownership thereof, whether or not such notices or indications are placed on, contained in or otherwise connected with the Service, the Documentation, or on any copy made pursuant to this Agreement; (j) use, authorize or permit the use of the Service, except as expressly permitted herein; (k) use the Service to engage in any activity that is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortuous or defamatory, or to engage in any activity that violates the rights of any third party. The Service may only be used by Customer (i) for internal business purposes and only for Customer's direct benefit; (ii) only by the number of persons for whom a license fee has been paid, and such use may only be by those persons who use the Service for Customer's benefit in the course and scope of their employment, subject to the terms hereof ; (iii) only in its original form without alteration or combination with other products, services or software, except as expressly authorized in any applicable Documentation; and (iv) in accordance with all applicable laws and in accordance with all documentation and instructions provided by Bmotik. To access some features of the Service, Customer may be required to register or create an account. Customer may never use another person's account without permission. The Customer is solely responsible for the activity that occurs on his/her account, for keeping his/her account password secure and for notifying Bmotik immediately of any breach of security or unauthorized use of his/her account. Customer agrees not to circumvent, disable or otherwise interfere with security-related features of the Service, or features that prevent or restrict the use or copying of any content or impose limitations on the use of the Service or the content therein. To the extent that the Service permits uploading or posting of content or data, you will ensure that any content or data posted by or on behalf of Customer is not inappropriate, illegal or infringes the rights of any third party. (a) download or otherwise obtain a copy of the Service software or any software in any form; (b) reverse engineer or otherwise derive the source code of the Service or software or modify, decompile, disassemble or translate the Service or software or create derivative works thereof; or (c) use the Service on behalf of a third party or for any purpose other than as described in this Agreement; (d) sell, lease, license, sublicense, distribute or transfer all or part of the Service or use it as a service bureau; (e) post, submit, process or store infringing, obscene, threatening, libelous or otherwise unlawful or tortious material, including material that violates the rights of third parties; (f) post, submit, process or store material that contains software viruses, worms, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs; (g) interfere with or disrupt the integrity or performance of the Service or attempt to gain unauthorized access to the Service or related systems or networks; (h) remove, alter or tamper with the integrity or performance of the Service or attempt to gain unauthorized access to the Service or related systems or networks; (h) remove, alter or obscure any title, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of Bmotik's intellectual property rights and/or rights and ownership thereof, whether such notices or indications are placed on or contained in or otherwise connected with the Software or any copy made pursuant to this Agreement; (i) remove, alter or obscure any title, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of Bmotik's intellectual property rights and/or rights and ownership thereof, whether or not such notices or indications are placed on, contained in or otherwise connected with the Service, the Documentation, or on any copy made pursuant to this Agreement; (ii) remove, alter or obscure any title, product logo or brand name, trademarks, copyright notices, proprietary notices or other indications of Bmotik's intellectual property rights and/or rights and ownership thereof, whether or not such notices or indications are placed on, contained in or otherwise connected with the Service, the Documentation, or on any copy made pursuant to this Agreement; (j) use, authorize or permit the use of the Service, except as expressly permitted herein; (k) use the Service to engage in any activity that is or may be, directly or indirectly, unlawful, harmful, threatening, abusive, harassing, tortuous or defamatory, or to engage in any activity that violates the rights of any third party. The Service may only be used by Customer (i) for internal business purposes and only for Customer's direct benefit; (ii) only by the number of persons for whom a license fee has been paid, and such use may only be by those persons who use the Service for Customer's benefit in the course and scope of their employment, subject to the terms hereof ; (iii) only in its original form without alteration or combination with other products, services or software, except as expressly authorized in any applicable Documentation; and (iv) in accordance with all applicable laws and in accordance with instructions provided by Bmotik. To access some features of the Service, Customer may be required to register or create an account. Customer may never use another person's account without permission. The Customer is solely responsible for the activity that occurs on his account, for keeping his account password secure and for notifying Bmotik immediately of any breach of security or unauthorized use of his account. Customer agrees not to circumvent, disable or otherwise interfere with security-related features of the Service, or features that prevent or restrict the use or copying of any content or impose limitations on the use of the Service or the content therein. To the extent that the Service permits uploading or posting of content or data, you will ensure that any content or data posted by or on behalf of Customer is not inappropriate, illegal or infringes the rights of any third party.

9.2. Evaluation License. If the Service is licensed or leased on an evaluation trial basis, the term of such license or lease is thirty (30) days from the earlier of installation (if applicable) or first use, unless a longer period is specified in writing, after which the evaluation license ceases. Evaluation use of the Service is intended solely for Customer to determine the compatibility of the Service with Customer's business needs, and only for use in a non-production test environment. Bmotik has no obligation to provide support, maintenance, updates, upgrades, modifications or new releases during the evaluation period, and any Service provided for evaluation or beta purposes is provided "as is" and without warranty, notwithstanding anything to the contrary herein.

9.3. Third Party APIs. The Services may integrate and/or interact with third party services, through APIs or browser extensions. For example, the Services may leverage third party APIs and/or rely on third party browser extensions, and Bmotik has no affiliation, association, endorsement or sponsorship by any other third party services with which it integrates or interacts from time to time (collectively, "Third Party Services"). Bmotik makes no claims, representations or warranties of any kind, type or nature with respect to the Third Party Services, or Customer's or any end user's use of or compliance with the Third Party Terms of Service for such Third Party Services (collectively, "Third Party Services"). Terms"). It shall be the sole responsibility of Customer and end users to review and interpret the applicable Third Party Terms and to comply with them. Each such user is solely responsible for its interpretation of the Third Party Terms and its actions relevant to compliance therewith. By using the Services, Customer releases Bmotik and waives any and all claims or rights of claim it may have against Bmotik, and releases and indemnifies Bmotik against any claims that a third party may have against Customer or end users, including with respect to the use. of any Third Party Services, even if accessed or used through our Services, and with respect to such third party's Terms, applicable privacy policies or any other rules or regulations of such third parties. Without limiting the generality of the foregoing, Bmotik may choose, at our discretion, to use social logins, allowing you to log into the Services through other third party authentication services, such as (without limitation) Facebook, Twitter, LinkedIn, Google, as well as payment gateways such as (without limitation) Paypal, NMI, Stripe, Authorize.net, Wompi, bold, PayU, ePayCo or other account credentials. The Customer understands that these are Third Party Services, and this in no way creates an endorsement of, by or from Bmotik to them or vice versa, that Bmotik is not responsible for such third party logins, systems or data, and that by using such third party services third party logins; nor is Bmotik responsible for payments made through gateways or the data used therein, nor for their collection, commission, refund or claim. The Client may be subject to their respective privacy policies and other terms of use. Bmotik is not responsible for any failure or inability to integrate with such Third Party Services due to factors beyond Bmotik's control, such as, but not limited to, if any Third Party Service changes, blocks or even removes its applicable APIs. In such cases, we may stop providing access to the Third Party Services without entitling you to any refund, credit or other compensation.

9.4. Third Party Content and Services. We are not responsible for Content provided by others, including Mentions and Content from Third Party Services (such as Social Media Content). You and anyone else who accesses our Services may access Content that may be illegal, offensive, harmful, inaccurate or otherwise inappropriate. We will not be liable to you or any third party for Content provided by others. Your relationship with the third party service provider is an agreement between you and them. You specifically understand that we are not responsible for the Third Party Services and will not be liable to you or any third party for any loss or damage resulting from your use of the Third Party Services. In such cases, we may stop providing access to the Third Party Services without entitling you to any refund, credit or other compensation. If you access or enable a Third Party Service, you grant them permission to access or process your data as necessary for the operation of the Third Party Service. We are not responsible for the disclosure, use, change or deletion of your data and will not be liable to you or any third party for access to your data by a Third Party Service. We may, but are not obligated to, preview, verify, flag, modify, filter, block or delete Third Party Services. You must comply with all agreements and other legal requirements that apply to Third Party Services, such as (but not limited to) YouTube's Terms of Service.

9.5. DMCA Notice (or equivalent). Because we respect the rights of artists and content owners, it is Bmotik's policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible through the Service, please notify Bmotik's copyright agent as required by the DMCA. In order for your complaint to be valid under the DMCA, you must provide the following information in writing:

• An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
• Identification of the copyrighted work that you claim has been infringed;
• Identification of the material claimed to be infringing and where it is located in the Service;
• Information reasonably sufficient to permit Bmotik to contact you, such as your address, telephone number and e-mail address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
• A statement, made under penalty of perjury, that the above information is accurate and that you are the copyright owner or authorized to act on the owner's behalf.
• The above information should be sent to the following DMCA Agent:

Attn: DMCA Notice Bmotik

Phone: N/A Fax: N/A E-mail: [email protected]

Under the law, if you falsely state that online material is infringing, you may be subject to criminal prosecution for perjury and civil penalties, including monetary damages, court costs and attorneys' fees. 

Please note that this procedure is exclusively for notifying Bmotik and its affiliates that your copyrighted material has been infringed. The above requirements are intended to comply with Bmotik's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.

In accordance with the DMCA and other applicable laws, Bmotik has adopted a policy of terminating, in appropriate circumstances, Users who are deemed repeat infringers. Bmotik may also, in its sole discretion, limit access to the Service and/or terminate the accounts of any User who infringes any intellectual property rights of others, whether or not there is a repeat infringement.

9.6. Third Party Links. The Service may contain links to third party websites, advertisers, services, special offers or other events or activities that are not owned or controlled by Bmotik. Bmotik does not endorse or assume any responsibility for such third party sites, information, materials, products or services. If you access a third party website from the Service, you do so at your own risk and understand that these Terms and Bmotik's Privacy Policy do not apply to your use of such sites. You expressly relieve Bmotik from any and all liability arising from your use of any third party website, service or content. Further, your dealings with or participation in promotions of advertisers found on the Service, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Bmotik shall not be responsible or liable for any loss or damage of any sort incurred in connection with your dealings with such advertisers.

10. General.

10.1. Notices. All notices required or permitted under this Agreement shall be in writing and sent by email. Notices shall be deemed delivered on the date of delivery if delivery occurs during normal business hours or the next business day if delivery occurs outside normal business hours. All communications shall be sent to the respective addresses set forth in the "contact details" of the Service Form or to such other address as may be designated by a party by written notice to the other party in accordance with this Section.

10.2. Assignment. Customer may not assign this Agreement or any of its licenses, rights or obligations under this Agreement, whether by operation of law or otherwise, without the prior written consent of Bmotik. Subject to the preceding sentence, the rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors and assigns. The Services shall at all times be hosted by or on behalf of Bmotik on a server environment of its choice. Bmotik reserves the right to change the server environment from time to time as it deems appropriate, or to outsource hosting or other aspects of the Service in its sole discretion, provided that the Service continues to comply with the express requirements of this Agreement.

10.3. Advertising. Customer expressly grants Bmotik the right to include Customer in a customer list on Bmotik's website or other promotional material in connection with the Services for marketing purposes. Customer may deny Bmotik this right at any time by sending written notice, requesting to be excluded from the promotional material.

10.4. Waiver. A waiver shall only be deemed to have been made if the party granting the waiver expresses it in writing and shall not be construed as a waiver of future performance of such term.

10.5. Force Majeure. Neither party shall be liable for any failure or delay in the performance of this Agreement (or performance of or access to the Service), other than payment obligations, due to causes beyond its reasonable control, including, without limitation, an act of God, an act of civil or military authority, fire, epidemic, flood, earthquake, riot, war, terrorism, sabotage and governmental action; provided that the delayed party: (i) gives the other party prompt written notice of such cause; and (ii) uses its reasonable efforts to correct such failure or delay.

Entire Agreement; Construction. This Agreement and its Exhibits constitute the entire understanding between the parties and make integral part of all prior discussions, representations, understandings or agreements (including any pre-existing confidentiality agreement, except as to its surviving terms and with respect to information disclosed under such agreement), whether oral or in writing, between the parties with respect to the subject matter of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions shall remain in full force and effect and, to the extent permitted and practicable, the unenforceable provision shall be modified to make it enforceable in a manner consistent with its original intent and economic effect. The headings and captions used in this Agreement are for convenience only and shall not affect the interpretation of the provisions of this Agreement. The word "including" shall be construed non-exclusively to mean "including, among others". The word "or" shall be construed inclusively to mean that one or more of the options may occur. This Agreement and any amendments hereto may be executed in counterparts, each of which shall be deemed an original and both of which together shall constitute one instrument.

10.8. Non-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, Client shall not, and shall ensure that its affiliates do not, directly or indirectly: (i) solicit employment or the provision of any services to any person employed by Bmotik or (ii) hire or contract for any services to any person employed by Bmotik. In the event of a breach of this non-solicitation clause, the Client agrees to pay Bmotik compensation equal to the annual salary of the Bmotik employee as liquidated damages, and not a penalty, which the Client agrees is fair and reasonable compensation to Bmotik.

10.9. Governing Law and Jurisdiction; Except as set forth in and accepted by Bmotik in a separate agreement, this Agreement shall be governed by and construed in accordance with the laws of Colombia without regard to its conflict of law provisions. The courts sitting in Bogota, Colombia shall have exclusive jurisdiction and venue to resolve any dispute arising out of this Agreement, and each party hereto expressly consents to the personal jurisdiction of such courts and waives any objection to jurisdiction, including an objection of forum non conveniens. The prevailing party in any action to enforce this Agreement shall be entitled to recover its attorneys' fees and costs in connection with such action.

10.10. Modifications to Software, Products and Services. We reserve the right to modify or discontinue the Services or any other software, product or service at any time with or without notice, including, without limitation, adding or removing features and functionality, third party content, etc. modification or discontinuance, your sole remedy shall be to terminate this Agreement as set forth herein. Your continued use of any software, product or service after such changes will indicate your acknowledgement and acceptance of such changes and your satisfaction with the modified software, products and/or services.

10.11. Modifications to Terms. We may change the terms of this Agreement from time to time by updating these terms as posted online and/or in the applicable software. Any such changes will be effective when notice is received or when posted, whichever occurs first. If you object to such changes, your sole remedy is to terminate this Agreement. Your continued use of the software, products or services after such changes will indicate your acknowledgment of such changes and your agreement to be bound by such changes.