Terms and conditions of service

The following terms shall apply to your use of Camillion APP. You acknowledge that the features and functionality of Camillion APP may vary and may change from time to time.

Certain capitalized terms are defined in Section 11 (Definitions) and others are defined contextually in this Agreement.

1) Use of Camillion APP

Your Usage Rights. During the Term, you have a non-exclusive, non-transferable, non-assignable right to access and use Camillion APP in accordance with this Agreement. Use of Camillion APP is limited to the Users (including, where applicable, those of your Affiliates) for whom you enable accounts, and you are responsible for all Users and their compliance with this Agreement and their access to, and use of, Camillion APP. For clarity, Camillion APP is provided as a service to you, not to Users
Accounts. Your registration and admin account information must be accurate, complete and kept up-to-date. User accounts are for individual Users and cannot be shared or transferred. You must keep all login credentials confidential and agree to notify us immediately if you discover any unauthorized use of your accounts or login
Restrictions. You will not (and will not permit anyone else to): (a) use Camillion APP on behalf of any third party or rent, lease, provide access to or sublicense Camillion APP to any third party, except Users as permitted herein; (b) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code to Camillion APP, except to the extent expressly permitted by applicable law (and then only upon advance notice to Camillion); (c) copy, modify or create derivative works of Camillion APP; (d) remove, modify or obscure any proprietary or other notices contained within Camillion APP; or (e) publicly disseminate technical information regarding the performance of Camillion
Setup. During the setup of your Camillion APP team spaces, you will appoint one or more User(s) as the administrator(s) of your Camillion APP community who is responsible for managing your team spaces. You must ensure you have at least one active administrator for your Camillion APP team spaces at all
Support. We will provide Camillion APP support to you via the direct support tab in the settings section in Camillion APP (“Feedback and Customer Service”) and/or through our support email: tech_support@camillion.app. You may submit a support request to resolve a question, or report an issue, concerning Camillion APP. We will provide an initial response to each Support request within 24 hours from the time at which you submitted the request.

2) Your Data and Obligations

Your Data. Under this Agreement:
- you retain all right, title and interest (including intellectual property rights) in and to Your Data;
- During the Term, you grant Camillion a non-exclusive, worldwide, royalty-free, fully-paid right to use Your Data solely to provide services through Camillion APP (and related support) to you, pursuant to this
Your Obligations. You agree (a) that you are solely responsible for the accuracy and content of Your Data; (b) to obtain all necessary rights and consents required by Laws from your Users and any applicable third party to allow the collection and use of Your Data as contemplated in this Agreement; and (c) that your use of Camillion APP, including Your Data and its use hereunder, will not violate any Laws or third party rights, including intellectual property, privacy or publicity If any of Your Data is submitted or used in violation of this Section 2, you agree to promptly remove it from Camillion APP. You are solely responsible for any decision to share Your Data among Users or with any third parties, and Camillion is not responsible for use, access,alteration, distribution or deletion of Your Data by those to whom you or your Users make it available.
Prohibited Data. You agree not to submit to Camillion APP any information or data that is subject to safeguarding and/or limitations on distribution pursuant to applicable laws and/or regulation (“Prohibited Information”). Camillion will have no liability under this Agreement for Prohibited Information, notwithstanding anything to the contrary
Indemnification. You will defend, indemnify and hold harmless Camillion (and its respective directors, officers, employees, agents, and representatives) from and against all claims (from third parties and/or Users), costs, damages, liabilities and expenses (including reasonable attorneys’ fees) arising out of or in connection with your breach or alleged breach of this Section 2 or otherwise related to Your Data, Your Policies or use of Camillion APP in violation of this Camillion may participate in the defense and settlement of any such claim with its own counsel and at its own expense. You shall not settle any claim without Camillion’s prior written consent if the settlement requires Camillion to take any action, refrain from taking any action, or admit any liability.
Backups and Data Deletion. Camillion does not provide an archiving or data storage service, and you are solely responsible for backing-up Your You may delete Your Data consisting of User content at any time during the term through the administrator functionality of Camillion APP.
Aggregate Data. Under this Agreement, we may also generate aggregated statistical and analytical data derived from your use of Camillion APP (“Aggregate Data”), but such Aggregate Data will not include Your Data or any personal

3) Data Security

Security of Your Data. We will use appropriate technical, organizational and security measures designed to protect Your Data in our possession against unauthorized access, alteration, disclosure or
Legal Disclosures and Third Party Requests. You are generally responsible for responding to third parties requests regarding Your Data, such as from regulators, Users, or a law enforcement agency (“Third Party Requests»), but you understand that, in response to a Third Party Request, Camillion may disclose Your Data to comply with its legal requirements. In such circumstances, we will, to the extent allowed by law and by the terms of the Third Party Request, use reasonable efforts to (a) notify you of our receipt of a Third Party Request and ask the third party to contact you and (b) comply with your reasonable requests regarding your efforts to oppose a Third Party Request at your expense. You will first seek to obtain the information required to respond to the Third Party Request on your own, and will contact us only if you cannot reasonably obtain such information.

4) Payment

You agree to pay Camillion the standard rates for your use of Camillion APP, subject to any free trial period as described in Section 4.e (Free Trial), unless otherwise agreed in a signed written document. All fees under this Agreement will be paid in USD, unless otherwise specified in-product, or unless otherwise agreed in a signed written document. All fees will be settled in full in accordance with your payment method pursuant to Section 4.b. Any late payments shall be subject to a service charge equal to 1.5% per month of the amount due or the maximum amount allowed by law, whichever is less.
Payment Method. When you enter into this Agreement you agree to settle fees under the invoiced customer
1. Invoiced Customers. Invoiced customers will be extended a credit line by Camillion and will be issued invoices on a monthly basis, unless otherwise agreed in a signed written You will pay all fees due under this Agreement, in full and cleared funds as directed by us, within 30 days of the invoice date.
2. You agree for us to obtain your business credit report from a credit bureau on acceptance of this Agreement, or anytime
All fees are stated exclusive of any applicable taxes, and you are required to pay and bear any sales, use, GST, value-added, withholding, or similar taxes or duties, whether domestic or foreign, related to the transactions under this Agreement, other than taxes based on the income of Camillion. You will pay all amounts due under this Agreement in full without any set-off, counterclaim, and shall be free and clear from any deduction or withholding. In the event any payment that you make under this Agreement is subject to a deduction or withholding, the consideration hereunder shall be automatically adjusted so that Camillion receives, after the applicable deduction and/or withholding is applied, the consideration Camillion would have received should no deduction or withholding be applicable. The Customer will be at all times responsible for making the appropriate payment to the appropriate taxing authorities and financially responsible for interest, penalties, fines, or similar liabilities resulting from your failure to timely remit such taxes to the proper governmental authority or agency, and shall provide evidence of the payment to the tax authorities, according to applicable law.
Suspension. Without affecting our other rights under this Agreement, if you do not pay any fees by the due date, then Camillion may suspend all or part of the Camillion APP services until payment has been made in
Free Trial. Camillion may in its sole discretion offer you a free trial of Camillion APP for a fixed period, the duration of which shall be determined at Camillion’s sole discretion and communicated to you via At the end of such free trial Section 4.a (Fees) will apply.

5) Confidentiality

Obligations. Each party agrees that all business, technical and financial information it obtains (as “Receiving Party”) from the disclosing party in connection with this Agreement (“Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as either confidential or proprietary at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know (including, for Camillion, those of its Affiliates and the subcontractors referenced in Section 11.j), provided that they are bound to confidentiality obligations no less protective of the Disclosing Party’s Confidential Information as provided in this Section 5 and that the Receiving Party remains responsible for compliance by any such person with the terms of this Section
The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by Laws or court order, provided that (unless prohibited by Laws) the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment.
Injunctive Relief. The Receiving Party acknowledges that use of or disclosure of Confidential Information in violation of this Section 5 could cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such threatened or actual use or disclosure by the Receiving Party the Disclosing Party will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.

6) Intellectual Property Rights

Camillion Ownership. This is an agreement for access to and use of Camillion APP, and no ownership rights are conveyed to Customer. Camillion, its Affiliates and its licensors retain all right, title and interest (including all intellectual property rights) in and to Camillion, Aggregate Data, any and all related and underlying technology, and any derivative works, modifications or improvements to any of the foregoing created by or on behalf of Camillion , including based on your Feedback (defined below). No rights are granted to you except as expressly set forth in this Agreement.
If you submit comments, questions, suggestions, use cases or other feedback relating to your use of Camillion APP (“Feedback”), we may freely use or exploit such Feedback in connection with any of our products or services or those of our Affiliates, without obligation or compensation to you.

7) Disclaimer

CAMILLION EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WE DO NOT GUARANTEE THAT CAMILLION APP WILL BE UNINTERRUPTED OR ERROR-FREE. WE MAY PERMIT THIRD PARTIES TO DEVELOP AND MAKE AVAILABLE SERVICES AND APPLICATIONS THAT COMPLEMENT YOUR USE OF CAMILLION APP OR WE MAY PERMIT CAMILLION APP TO OTHERWISE INTEGRATE WITH OTHER SERVICES AND APPLICATIONS. CAMILLION IS NOT RESPONSIBLE FOR ANY SERVICES OR APPLICATIONS THAT YOU CHOOSE TO USE IN CONNECTION WITH CAMILLION APP. YOUR USE OF SUCH SERVICES OR APPLICATIONS IS SUBJECT TO SEPARATE TERMS AND POLICIES AND YOU ACKNOWLEDGE AND AGREE THAT ANY USE IS AT YOUR OWN RISK.

8) Limitations of Liability

EXCEPT FOR EXCLUDED CLAIMS (DEFINED BELOW):
1. NEITHER PARTY WILL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND
2. NEITHER PARTY’S ENTIRE LIABILITY TO THE OTHER WILL EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO CAMILLION DURING THE PRIOR TWELVE (12) MONTHS UNDER THIS AGREEMENT OR, IF NO FEES ARE PAID OR PAYABLE DURING SUCH PERIOD, TEN THOUSAND DOLLARS ($10,000).
For the purposes of this Section 8, “Excluded Claims” means: (a) Customer’s liability arising under Section 2 (Your Data and Your Obligations); and (b) a party’s breach of its obligations in Section 5 (Confidentiality) but excluding claims relating to Your
The limitations in this Section 8 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose, and the parties agree that neither party is limiting or excluding their liability for anything that can’t be limited or excluded by law. You acknowledge and agree that our provision of Camillion APP is based upon the assumption that our liability is limited as provided in this Agreement.

9) Term and Termination

Term. This Agreement will commence on the date on which you first access your Camillion APP team spaces and continue until terminated as permitted herein (the “Term”).
Termination for Convenience. Without prejudice to your termination rights under paragraph 2.d of the Data Processing Addendum, You may terminate this Agreement at any time, for no reason or any reason, upon thirty (30) days’ advance notice to Camillion by your admin electing to delete your Camillion APP team spaces within the product. Camillion may also terminate this Agreement at any time, for no reason or any reason, upon thirty (30) days’ advance notice to
Camillion Termination and Suspension. Camillion reserves the right to terminate this Agreement with reasonable notice to you or immediately suspend your access to Camillion APP if you breach this Agreement or if we deem such action necessary to prevent harm to the security, stability, availability or integrity of Camillion APP.
Deletion of Your Data. Camillion will delete Your Data promptly after any termination of this Agreement, but you understand that deleted content may persist in backup copies for a reasonable period of time whilst deletion is carried out. As set forth in Section 2.e, you are solely responsible for creating any back-ups of Your Data for your own
Effect of Termination. Upon any termination of this Agreement: (a) you and your Users must immediately cease using Camillion APP; (b) at the Disclosing Party’s request, and subject to 9.d, the Receiving Party will promptly return or delete any of the Disclosing Party’s Confidential Information in its possession; (c) you will promptly pay Camillion any unpaid fees incurred prior to termination; (d) if Camillion terminates this Agreement without cause in accordance with Section b, Camillion will refund to you a pro rata amount of any pre-paid fees (where applicable); and (e) the following Sections will survive: 1.c (Restrictions), 2 (Use of Your Data and Your Obligations) (other than Camillion ’s license to Your Data in Section 2.a), 3.b (Legal Disclosures and Third Party Requests), 4 (Payment) through 11 (Definitions). Except as may be specified in this Agreement, either party’s exercise of any remedy, including termination, is without prejudice to any other remedies it may have under this Agreement, by law or otherwise.

10) General

Camillion may change terms of this Agreement and policies referenced in or incorporated by this Agreement at any time by providing you with notice by email, through the service or by other reasonable means (“Change”). By continuing to use Camillion APP fourteen (14) days after our notice, you consent to such Change.
Governing Law. This Agreement and your and your Users’ use of Camillion APP as well as any claim that might arise between you and us, are governed by, and must be construed in accordance with, the laws of Mexico, as applicable, without giving effect to their principles of conflicts of
Entire Agreement. This Agreement is the entire agreement between the parties regarding your access to and use of Camillion APP and supersedes any prior representations or agreements relating to Camillion APP. Headings are for convenience only, and terms such as “including” are to be construed without limitation. This Agreement is written in English (US), which will control over conflicts in any translated
Waiver and Severability. Failure to enforce a provision will not be deemed a waiver; waivers must be in writing signed by the party claimed to have waived. Any terms or conditions in any Customer purchase order or business form will not modify this Agreement and are hereby expressly rejected, and any such document will be for administrative purposes only. If any provision of this Agreement is adjudged by a court of competent jurisdiction to be unenforceable, invalid or otherwise contrary to law, such provision will be interpreted so as to best accomplish its intended objectives and the remaining provisions of this Agreement will remain in full force and
Any press release or marketing campaign about the parties’ relationship requires the prior written approval of both parties. Notwithstanding the foregoing: (a) within your own company, you may publicize or promote use of Camillion APP during the Term (e.g., to encourage User adoption), subject to Camillion ’s brand usage guidelines provided from time to time, and (b) Camillion may reference your name and status as a Camillion customer.
Assignment. Neither party may assign this Agreement or its rights or obligations under this Agreement without the prior written consent of the other party, except that Camillion may assign this Agreement without consent to any of its Affiliates or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Non-permitted assignments are void and will create no obligations on Camillion .
Independent Contractor. The parties are independent contractors. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has authority to bind the other.
No Third Party Beneficiaries. This Agreement benefits Camillion and Customer and there are no intended third party beneficiaries, including any
Notices. Where you are terminating this Agreement pursuant to Section 9.b you must notify Camillion by your administrator sending an email to support@camillion.app. Camillion may also provide operational notices regarding Camillion APP or other business-related notices through messages to Users within Camillion
Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the signing of this Agreement and that are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or diminishment of power or telecommunications or data networks or services, or refusal of a license or authorisation by a government agency or
Conditions on Governmental Entity Use. If you are a Governmental Entity, you represent that: (i) no applicable law, policy, or principle restricts you from agreeing and performing, or accepting performance of, any term or condition of this Agreement, (ii) no applicable law, policy, or principle renders any term or condition of this Agreement unenforceable against you or any applicable Governmental Entity, (iii) you are authorized to, and have the legal capacity under applicable laws, policies, and principles to represent and bind any applicable Governmental Entity to this Agreement; and (iv) you enter into this Agreement based upon an impartial decision concerning the value of Camillion APP to you and your Users and no improper conduct or conflict of interest has influenced your decision to enter into this

11) Definitions

In this Agreement, unless otherwise stated:

“Governmental Entity” means any country or jurisdiction in the world, including without limitation any state, local, municipal, regional, or other unit or political subdivision of government, any governmental organization, instrumentality, enterprise, or other entity established, owned or controlled by such a government, and any representative or agent of any of the
“Laws” means all applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, the exportation of technical or personal data, and public
“Users” means any of your or your Affiliates’ employees, contractors or other individuals that you permit to access Camillion
“Camillion” means the Camillion APP service that we make available to you under this Agreement, and any subsequent versions thereof, including any websites, apps, online services, tools, and content that we may provide to you under this Agreement, as may be modified from time to
“Your Data” means (a) any contact information or network or account registration data that you or your Users submit to Camillion APP; (b) any content or data that you or your Users publish, post, share, import or provide on Camillion APP; (c) information we collect when you or your Users contact or engage us for support regarding Camillion APP, including information about hardware, software, and other details gathered related to the support incident; and (d) any usage or functional information (e.g., IP addresses, browser and operating system types, and device identifiers) regarding how Users interact with Camillion
“Your Policies” means any of your applicable employee, systems, privacy, HR, complaint or other