General Terms and End User License Agreement

GENERAL

Binding agreement. These General Terms and the End User License Agreement (the "Agreement") is a legally binding Agreement between you as a Customer and LEXCHAT S.A., a company existing and in force under the laws of the Republic of Costa Rica, with registered office and commercial establishment in San José, Escazú, Distrito San Rafael, Calle La Ceiba, two hundred meters south of Multiplaza, Edificio EBC, first floor, with legal identification number 3-101- 796954 as LICENSEE (also called Developer) and owner of the system called LEXCHAT.COM hereinafter the System.  

IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, YOU MUST IMMEDIATELY NOTIFY THE DEVELOPER. PLEASE READ THESE GENERAL TERMS AND END USER LICENSE AGREEMENT AND MAKE SURE YOU UNDERSTAND EACH PROVISION.  

BY INSTALLING THE SYSTEM FOR THE FIRST TIME AND CLICKING THE BUTTON OR CHECKING THE BOX TO CONFIRM YOUR ACCEPTANCE OF THIS LEGAL AGREEMENT, YOU AGREE TO ALL THE TERMS OF THIS AGREEMENT. LIKEWISE, BY USING, COPYING, OR INSTALLING THE SYSTEM YOU ARE AGREEING TO ALL TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT CHECK THE BOX, DO NOT CLICK THE BUTTON OR USE, COPY OR INSTALL THE SYSTEM, AND UNINSTALL THE SYSTEM FROM ALL DEVICES THAT YOU CONTROL OR OWN. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT AND YOU HAVE PURCHASED A PRODUCT CONTAINING THE SYSTEM, PLEASE RETURN THE PRODUCT.  

For further information, please contact LEXCHAT S.A. at the following e-mail address: contacto@lexchat.com or at the following telephone number: 4350-0111.  

2. GRANTING OF THE LICENCE

Licensor grants to Customer a non-exclusive, territory-limited right to use the system in its internal operations, subject to the terms and conditions of this Agreement. As part of this license, you may: (A) use the System in the manner described in the user documentation; (B) reproduce a single copy of the System on a personal computer for backup purposes; and (C) transfer all rights to use the System to another person, provided that such person agrees to be bound by the terms and conditions of this Agreement, and that upon such transfer you will cease to use the System.

License limitations. The SYSTEM is distributed under a license and is not sold to the user. The User has only a non-exclusive right to use the SYSTEM as set out in this Agreement. The User has no right to: (i) modify, adapt or otherwise create any derivative work from the SYSTEM (with the exception of any relevant open source licenses that may exist); (ii) reverse engineer, disassemble, decompile the SYSTEM, or otherwise attempt to reduce and convert the SYSTEM into a readable format, except as permitted by law or as required by LICENSEE to permit such activity under the terms of an applicable open source license; (iii) remove or alter any copyright, trademark or other proprietary notices contained in the SYSTEM or User documentation; (iv) if the SYSTEM is firmware, copy the firmware (with the exception of a single backup copy for the sole purpose of backup), use it in a multi-user system or use it independently of the product in which it is embedded; (v) use the SYSTEM to transmit malicious computer programs, viruses or other harmful software code, files or programs or to circumvent, disable or interfere with security related functions of the SYSTEM; (vi) use the SYSTEM to collect or harvest any personally identifiable information or data from third parties to send unauthorized commercial communications or invade the privacy rights of any third party; or (vii) use the SYSTEM for any unlawful purpose or in any manner that violates this Agreement.

3. PROHIBITED CONDUCTS

You warrant and agree that, while using the SYSTEM, you will not: (a) impersonate any person or misrepresent your affiliation with any other person or entity; (b) insert your own or a third party's advertisement, branding or other promotional content into any of the SISTEMA content, materials or services or materials, or use, redistribute, republish or exploit such content or services for any additional commercial or promotional purpose; (c) attempt to gain unauthorized access to other computer systems through the SYSTEM; (d) engage in unlawful access to the Users' database to collect e-mail addresses, wireless addresses or other Personal Information through the SYSTEM, including, without limitation, any information found on any server or database related to the SYSTEM or the services offered in or through the SYSTEM; (e) obtain or attempt to obtain unauthorized access to computer systems, materials or information by any means; (f) use the SYSTEM or the services made available to you on or through the SYSTEM in any manner intended to interrupt, damage, disable, overburden or impair the SYSTEM or such services, including, without limitation, sending unsolicited bulk messages or "flooding" servers with requests; (g) use the SYSTEM or the services or items of the SYSTEM in violation of the intellectual property or other legal or proprietary rights of LICENSEE or any third party; or (h) use the Website or the services of the SYSTEM in violation of any applicable law. You agree, not to attempt (or encourage or support the attempt of another) to cheat, destroy, decode, or otherwise alter or interfere with the SYSTEM or the services of the SYSTEM, or any content thereof, or make any unauthorized use thereof. You agree not to use the SYSTEM in any manner that could damage, disable, overburden or impair the SYSTEM or interfere with any other person's use or enjoyment of the SYSTEM or any of its services. You shall not obtain or attempt to obtain any material or information through any means not intentionally provided for or made available through the SYSTEM.

4. MAINTENANCE

These general terms and end user license agreement do not grant the Customer any rights to upgrade, improve or maintain. However, LICENSEE may offer and provide improvements or updates to this SYSTEM when it deems appropriate, without prior authorization and which updates may be automatic and without notice. If the customer decides not to download any of the updates or upgrades he accepts that the SYSTEM may be exposed to significant security threats or that it may become unusable. The user may also be automatically updated with data files for his benefit, such as updated device information to identify new networked devices. By accepting the terms and conditions of this Agreement the CUSTOMER also accepts the automatic updates. For support information, either in the form of technical help to solve problems, or as bug fixes and continuous software improvements, and application support, please write to contacto@lexchat.com.  

5. THIRD PARTY SYSTEM AND HARDWARE.

Compatibility. Unless otherwise agreed, Licensor shall be responsible for the compatibility of the SYSTEM with Third Party products at its sole discretion, and shall not be obligated to provide compatibility or interoperability.

6. INTELLECTUAL PROPERTY RIGHTS

All ownership and intellectual property rights (including but not limited to copyrights, patents, trade secrets and trademarks) in and to the SYSTEM, accompanying printed materials, and any copies of the SYSTEM, are owned by LICENSEE, its partners, or related companies. Accordingly, user shall treat the SYSTEM like any other internationally proprietary material and as provided in this Agreement. All information, documentation, art or intellectual property work that is disclosed, delivered or in any way transmitted by or through the SYSTEM is the property of LICENSOR and no license or other rights of use beyond those stipulated in this agreement are granted or presumed.  

Open source license terms. Customer expressly acknowledges and agrees that the SYSTEM may include open source licenses. The Open Source SYSTEM is licensed and distributed under open source / free licenses such as the GNU General Public License (GPL) or the GNU Lesser General Public License. In no event shall Licensor be liable for any damages, regardless of the origin or connection to the Open Source System.

7. INDEMNIFICATION FOR INTELLECTUAL PROPERTY OR INFRINGEMENT

In the event that LICENSEE receives a claim, is involved in legal proceedings or suffers economic loss or damage arising from a breach of these general terms and end user license agreement, customer shall be responsible for compensating LICENSEE for the full amount of the loss as well as any reasonable amounts incurred by LICENSEE for costs, attorney's fees and court costs.  

8. WARRANTY AND DISCLAIMER.

LICENSEE guarantees the peaceful exercise of the rights of use over the SYSTEM, stating that it is the sole and exclusive owner of such rights or that it has the corresponding authorization for their assignment by the third party owners.  

9. LIMITATIONS OF LIABILITY

LICENSEE shall be relieved of any liability arising from the failure of CUSTOMER to comply with any commercial, tax, administrative and or consumer obligations with respect to the CUSTOMER's use of the system with the government authorities of its country, the country where it has commercial activity or any country in which it has tax or parafiscal obligations, with respect to its business partners, commercial customers or suppliers and with respect to its consumer relations with its customers in general.

Indirect damage. In no event shall either Party be liable under these general terms and end user license agreement for any incidental, indirect, special or punitive damages, including damages based on lost profits or lost revenues, business interruption or loss of information, production failure, damage to other property or otherwise, even if advised of the possibility of such damages.

Loss of data. The Customer shall be responsible for the reconstruction of any data, file or program owned or possessed by the Customer or licensed by a third party. LICENSEE shall only be responsible for the data that the SYSTEM stores during its operation and guarantees its availability to the Customer in the normal operation of its activity. LICENSOR shall not be liable for loss of data or failure to collect data resulting from network malfunction, Internet access or other technical failures attributable to Customer.

10. GENERAL POLICIES  

The Customer knows and accepts that the service is intended for use by legal entities and in the case of individuals, adult persons and in the exercise of the rights inherent in the condition of majority, with full legal capacity to bind themselves and accept the content of these terms and conditions.  

11.SECURITY POLICIES.  

The licensor has the relevant security measures to ensure the integrity of the SYSTEM, as well as the personal data of the Client. However, there is always a risk of vulnerability.

The System may contain links to other sites. Once you enter these links and leave our site, we no longer have control over the site to which you are redirected and therefore are not responsible for the terms or protection of your data.

It is recommended that users or passwords be kept confidential. We are not responsible for any mishandling of the SYSTEM by the Customer or third parties from the accesses of this one.  

12. PROCEDURE OF PAYMENT, DELIVERY AND EXECUTION.

The Customer may pay for the services by bank transfer or mobile SINPE to the indicated accounts, once the quote for the requested services has been sent. The prices applicable to each service are those indicated in the quote sent and include the indicated expenses and taxes.  

The contracted services will not be carried out until the payment has been confirmed by the Client and the necessary information is available for the execution of these services. Once this has been confirmed, the client will receive the transaction receipt.  

Once the payment has been made and the necessary information is available for the execution of the service, the duration will depend on the service acquired. Each service has a reference to the estimated time for its execution. There is no liability in case the purchased service is delayed due to the fault of the client, public institutions or third parties.  

In case it is necessary to deliver some documentation, the client will have to adjust to the schedules and the place indicated by the person in charge of the service.

13. ABOUT THE GUARANTEE AND THE RIGHT OF WITHDRAWAL

The guarantee is valid for thirty working days from delivery. The service is implicitly guaranteed, as far as the fulfillment of the standards of quality and the technical requirements that, for reasons of health, environment, security; establish the laws, the regulations and the respective norms dictated by the Public Administration. This implicit guarantee refers to the nature, characteristics, conditions, quality and utility or foreseeable purpose for which it is normally acquired.

In order to exercise the guarantee, it will be indispensable to present valid documentation to make the claim, such as copies of communications, delivery of documents, among others. The means to apply the guarantee will be: return of the cost of the service, replacement of the service, or its correction, if applicable. It is up to LEXCHAT to decide which of these options will apply.

In addition, the Customer may, under the right of withdrawal, withdraw from the contract within eight days of its completion without liability. The right of withdrawal will only apply insofar as the services have not actually been provided.

If the right of withdrawal is applied, the amounts received shall be refunded by the same means used for payment. However, the item corresponding to the cost of the bank transfer, if necessary, will not be refunded.

The money will be refunded within eight working days from the notification of its return.

14. COMPLAINTS AND CLAIMS

To make complaints or claims, including intellectual property claims, you may contact LICENSEE, through the SYSTEM, or at the following e-mail address contacto@lexchat.com, explaining the reason for the complaint or claim. Response times will depend on the complexity and the demand of the clients, but shall not exceed ten working days.  

INFORMED CONSENT FOR THE PROCESSING OF PERSONAL DATA

General. Each Party shall protect personal data against unauthorized access and use and shall comply with applicable laws and regulations when processing such data. You and Licensor, where applicable, shall be bound by the provisions of the Costa Rican Personal Data Protection Act and any other applicable agreements when transferring and processing personal data. It is the Client's obligation to provide accurate, real and updated data, otherwise the contract cannot be formalized and the Client will not be able to access and use the services or carry out transactions.  

The CUSTOMER can only process the personal data collected for the proper functioning of the system. The CUSTOMER understands that, by using the SYSTEM and accepting the terms described herein, he/she gives his/her consent to the collection and use of his/her personal information and the aggregated data, and that his/her personally identifiable information is collected, used and processed for the proper functioning of the SYSTEM.  

Processing shall mean "any operation or set of operations which is performed upon personal data, whether by automatic or manual means, such as collection, recording, organisation, storage, alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction of the data".

Customer personal information is collected, stored, used, circulated, shared, and processed for the following purposes:

a) Develop a customer database;  

b ) Send communications to clients about possible events or communications of interest to them, request feedback about the services given or offered;  

c) For other purposes, such as statistical and market analysis; development and improvement of our services, commercial and promotional initiatives; data updating;

d) In the event of a negotiation or formalization process of a merger, acquisition, financing, assignment or other similar transactions, Licensor may provide third parties with access to all or part of your personal information. In these cases, only the strictly necessary information will be disclosed and with the corresponding legal backing of personal information management.

The recipient of your personal data is LEXCHAT S.A., which is hereby authorized to share it with its own employees, officials, companies of the same group, both in Costa Rica and abroad, as well as service providers or technological intermediaries, who will use your information only for the purposes set forth in this policy. LEXCHAT S.A. may hire third parties to process data, or provide services related to the SYSTEM, without it being understood that the data will be transferred to a third party.

The delivery of the requested data is optional, so you are not obliged in any case to provide personal information, however, the only consequence of not providing the required data, will be the impossibility of performing the purposes described above, this being the information requested the strictly necessary and not excessive, strictly adhering to the principle of data quality enshrined in the regulations on the subject.

Licensor shall ensure that appropriate technical and organizational measures are taken to achieve and maintain adequate computer security for the protection of Customer or Customer's customer data. However, Customer acknowledges that the above measures may not be sufficient in the face of accidental loss of information, use of new technologies, cyber attacks, etc.  

In accordance with the provisions of the Law on the Protection of Individuals with regard to the Processing of their Personal Data, Law No. 8968, the Customer may exercise the rights of access, rectification, cancellation and opposition of their data by writing to the e-mail address contacto@lexchat.com, together with supporting documentation if necessary.

To exercise your right of withdrawal we have available the mail contacto@lexchat.com, in the SYSTEM, in which you must indicate: "right of withdrawal" .

16. Policy on the use of cookies.

Cookies and other similar technologies allow us to recognize customer preference information, track transactions and facilitate efficient website administration. Cookies help establish a user session and enable a server to provide SYSTEM users with appropriate information, advertisements and services.  

Cookies are also used to ensure that customers obtain the information requested, to authenticate their authority to access the SYSTEM and to track the use of the SYSTEM in order to improve it according to the customers' needs.  

If a customer does not want their personal information collected through cookies, they can change their preferences at

your own web browser. Some of the functionality of the website may not function properly if a web browser does not accept cookies.

17. DURATION AND TERMINATION

Deadline. This Agreement shall enter into force on the Commencement or Acceptance Date and shall continue unless terminated pursuant to any parallel agreement to this Agreement.  

Material breach. A Party may terminate this Agreement at any time for a material or persistent breach by the other Party. Where such a breach is capable of remedy, a Party may terminate this Agreement only if the breaching Party has failed to remedy the breach within 90 days after written notice of such breach.

Infringement of intellectual property. This agreement may be terminated by LICENSEE at any time and in case of violation of the intellectual property rights of third parties or of LICENSEE. In particular for breach of the limitations described in clause two.

These General Terms and End User License Agreement may be terminated for the following reasons:

a) On the expiry of the term of the Agreement when either party notifies the other of its intention to terminate the Agreement at least thirty days before the expiry of the term.  

b) At any time if either party notifies the other at least thirty days in advance of its desire not to continue with this Agreement.  

c) Force majeure or unforeseen circumstances that make it impossible to comply with the material obligations provided for in this Agreement, as well as any other situation or event, duly demonstrated, that prevents the development of the application that is the object of this Agreement.

18. APPLICABLE LAW AND CONFLICT RESOLUTION.

The Parties are subject to the laws of the Republic of Costa Rica.

All controversies, differences, disputes or claims arising from this Agreement, its execution, breach, settlement, interpretation or validity, shall be resolved in the Courts of Justice of the Republic of Costa Rica and the applicable law shall be the substantive law of Costa Rica.

19. CHANGES TO TERMS OF USE

LICENSEE reserves the right, at any time and without prior notice, to change, modify, add or remove any portion of this agreement in whole or in part by posting the changes only on the SYSTEM. Therefore, you should read this agreement carefully each time you enter the SYSTEM, as it may be modified

20. MISCELLANEOUS.  

Amendments to the Agreement: Any amendments to this Agreement may only be issued by LICENSEE.
No Representation: Neither party may use this Agreement to represent the other. Headings: The headings used as headings in each section and chapter of this Agreement are incorporated herein for convenience and should not be construed as part of the text to interpret its contents.
Invalidity: The invalidity or illegality by any competent authority of any provision of this Agreement, or its application to any person, place or circumstance, shall not affect the validity, legality and enforceability of the remaining provisions, or its application to other persons, places or circumstances.
No Employment Relationship: The Parties acknowledge and represent that this Agreement does not constitute an employment relationship. The parties do not acquire any employment relationship between them. LICENSEE shall be relieved in respect of LICENSEE and its employees of all employment liability in all respects and of all social security charges, such as wages, vacation, holiday pay, holiday bonuses, notice, severance, and others, such as insurance and professional risk policies required by law of LICENSEE in respect of its employees or collaborators.

21. Update.  

This Agreement was last updated on 29 October 2020.