Contract between ASPgems and the client
WARNING: PLEASE READ THIS AGREEMENT CAREFULLY (hereinafter, the “Agreement”) BEFORE ACCESSING THE APPLICATION AND USING THE SERVICE. IF YOU, THE CLIENT, ACCESS THE APPLICATION AND USE THE SERVICE IN THE MANNER INDICATED IN THIS AGREEMENT, YOU EXPRESSLY EXPRESSLY KNOW AND ACCEPT THE FOLLOWING TERMS OF THE AGREEMENT THAT WILL BE OF FULL APPLICATION TO YOUR RELATIONSHIP WITH ASPGEMS. IF THESE CONTRACTUAL TERMS ARE NOT ACCEPTABLE TO YOU, TOTAL OR PARTIAL, DO NOT ACCESS THE APPLICATION OR USE THE SERVICE.
OBJECTIVE OF THE CONTRACT
By accepting this Contract in the manner indicated in the preceding paragraph, ASPgems provides the Client with the following services during the term established in Clause 7 below:
Access services to the online training computer platform Neurok owned by ASPgems in the ASP mode (“Application Service Provider”) located on an ASPgems server or a third party designated by ASPgems (the “Server”) through the which are made available to the Customer, the online services selected by the Client prior to the acceptance of these terms and conditions, by entering the user name and password that the Client freely determines in the registration process with the purpose of performing the authentication thereof.
Modalities of service provision:
- A) Public
- The access service to the Neurok platform is free and free. This access modality does not allow the Client to provide services through the platform or to show contents for whose access or use there is a price to be paid, being prohibited the perception of any type of consideration for its use.
The transgression of this limitation will entitle ASPgems to terminate the contract unilaterally and immediately and to request the client compensation for damages.
All data on the platform will be public access, so ASPgems is not responsible for its content or its use by third parties.The Client has the obligation to inform its registered users that the use of the platform is free and that the data is in the public domain.
- B) Service for payment
- The service in exchange for price allows the Customer the use of the platform to provide services to third parties in exchange for price. This service will include in its price the following additional services:
- Maintenance services, and resolution of doubts. For the provision of these services, ASPgems makes available to the Customer, the working days, and within the working hours of ASPgems (from Monday to Friday, from 9:00 am to 2:00 pm, and from 4:00 pm to 9:00 p.m. : 00 hours, except national holidays, of the Autonomous Community of Madrid, or local (Madrid), email: firstname.lastname@example.org.
- Backup or back-up services of the data that are entered and stored in the Server through the access and use of the ASPgems application during the term of this Contract and during the additional period of two (2) months counted from of the termination of the Contract for any reason, after which all of said data will be destroyed and deleted automatically (Jointly named as: the “Services”).
The Client undertakes to satisfy the total gross monthly remuneration corresponding to the Services freely selected by the Client prior to the acceptance of this Contract by the Client for the provision of the Services. This price is expressed in Euros. The aforementioned total amount will be invoiced on the date of acceptance of this Contract in the manner indicated above, as well as within the first five (5) business days of each month after the date of acceptance of this Contract for the term of the same. , or each of its automatic renewals. To the remuneration foreseen in this paragraph, the VAT will be added, and any other indirect tax, withholding, or applicable rate, as the case may be, in accordance with what is established by the applicable legislation at all times, all of which will be charged to the Client. . The right to receive the total remuneration indicated in this Clause 2 by ASPgems is accrued on the date of acceptance of this Contract. The stipulated remuneration billed in the manner indicated, will be satisfied by the Client within five (5) business days following the date of issuance of the invoice or corresponding invoices by ASPgems. Unless the Parties agree otherwise (payment by direct debit in the account that ASPgems), the amount indicated above will be paid by paypal or by credit card.
The Client undertakes to have the necessary material and infrastructure resources for the use of the ASPgems Services, including, among other elements, a desktop or laptop computer, a browser compatible with the applications through which the services are provided, and , Internet access, as well as the licenses, authorizations, or consents of third parties necessary for the development of their activity. Likewise, the Client will keep and custody as the depository the username, and the password that he freely determines for the use of the Services at the time of registration. Likewise, the Client undertakes to satisfy the price stipulated in Clause 2 above.
ASPgems provides the Services “as they are”, and guarantees that the Services will be rendered with due diligence by highly qualified personnel for their experience and knowledge, and in accordance with the criteria generally accepted in the sector. ASPgems does not grant any other warranty on the Services, express or implicit, including, without limitation, any guarantee of merchantability, suitability for particular purposes, satisfactory quality, usefulness, or uninterrupted or error-free operation. The guarantee indicated in this paragraph will have a term of one (1) month from the date of the Client’s registration during which ASPgems will carry out the corrections, modifications, additions or any other adjustment that is required to satisfy said guarantee. Such services will be provided at no charge to the Customer unless the corrections or adjustments are the result of: (i) Customer’s negligence; (ii) the supply or processing of data that is not in accordance or compatible with the formats configured by ASPgems; (iii) defects or breakdowns of the Customer’s hardware or Internet connection; or (iv) the use of the Services by unauthorized users or terminals or for purposes other than those permitted in this Contract.
LIMITATION OF LIABILITY
ASPgems will hold the Client harmless from any claim arising from damages or losses caused by actions or omissions of ASPgems related to this Contract once declared by virtue of a final judicial decision, and provided that the Client has notified to ASPgems the existence of the claim and the essential aspects of it as soon as it becomes aware of such claim, has not adopted an adverse position to ASPgems, and has allowed ASPgems to have control of its defense. In any case, the responsibility of ASPgems in an aggregate and total manner will be limited to the amount billed and charged by ASPgems for the provision of the Services contracted by the Client during the year immediately prior to the date of the claim. The Client must provide full cooperation to ASPgems, including the provision of information, in order to deal with claims against ASPgems that may be filed in accordance with the provisions of this Clause. In no case shall ASPgems be responsible for any of the following aspects: (i) access to the Internet and the processing and data processing capacity of the hardware and software equipment used by the Client; (ii) the times in the processing and sending of the data or the queries of the stored data; (iii) the load levels or number of queries per second that the Internet access provider is capable of supporting; (iv) changes in the conditions of provision of Internet access services by operators and providers of said services, or changes due to changes in the applicable legislation, due to changes or conditions imposed by the Market Commission of the Telecommunications in the licenses of Internet access providers, or changes decided by the Internet access providers themselves; (v) uses of the Services offered by ASPgems in a way that is not in accordance with the instructions given by ASPgems at any time, if applicable: (vi) fraudulent, disloyal, abusive, or unlawful uses by of the users or by third parties of the Services offered by ASPgems.
INDUSTRIAL AND INTELLECTUAL PROPERTY RIGHTS
ASPgems states, and the Client accepts that all industrial and intellectual property rights over the computer programs, applications, content, databases, and any other tools necessary to provide the Services are fully owned by ASPgems, so that the Client undertakes not to assign, sell, rent, transmit, or distribute to third parties, whether individuals or legal entities, in whole or in part, such industrial and intellectual property rights without the prior written consent of ASPgems . The Client undertakes to respect and maintain the industrial and intellectual property rights related to the Services, that ASPgems provides to the Client in compliance with the provisions of this Contract. The Client will collaborate with ASPgems in the protection of said industrial and intellectual property rights related to the Services, or any other industrial and intellectual property rights of ASPgems, and will communicate to ASPgems any infringement of said rights of which directly or indirectly the Client has knowledge. The Client owns the proprietary data that it incorporates into the ASPgems platform during the term of this Contract.
This Contract will have a duration of one (1) month from the date of its acceptance or signature indicated on the back. Once the indicated term of one (1) month has elapsed, this Contract shall be automatically renewed for additional periods of one (1) month each, unless either party notifies the other in writing by email of its desire. to terminate the Contract, with a notice period of seven (7) days before the end date of the initial term or any of its successive automatic renewals. In the event that the aforementioned notification is made by the Client to ASPgems, said communication will be sent to the email email@example.com. In the event that the Client does not pay the price at any time during the term of this Contract, ASPgems reserves the right to suspend the provision of the Service for a period of two (2) months until the time the Client satisfies. the pending price to realize. During the aforementioned period of two (2) months, the Client will be able to access, visualize and download the data incorporated into the ASPgems Neurok platform on his / her computer prior to the date of suspension of this Contract, but may not incorporate new data, maintaining said power of writing and incorporation of new data blocked until the date in which the Client makes the payment of the pending price in its entirety. Once the period of two (2) months has elapsed without the Client having made the payment of the amount pending to satisfy ASPgems, ASPgems may automatically and unilaterally terminate this Contract. Likewise, this Contract may be resolved unilaterally and immediately by ASPgems, in the event that: (a) the Customer fails to comply with any essential obligation of the terms and conditions set forth in this Contract, with special attention to the breach of the obligation to pay the price by the Client, without prejudice to the application of the provisions previously established in this matter; (b) the Customer breaches any essential obligation of the terms and conditions set forth in this Contract once the declaration of insolvency of the Client by a competent court has taken place; (c) the Client agrees to its dissolution, or adopts any social agreement or initiates any procedure for its liquidation. In any case, upon termination or termination of this Agreement, (i) ASPgems will cancel the Client, canceling their access names and passwords, so that the Client will not have access to the ASPgems platform from that moment, and ASPgems will have the right to destroy the Client’s data stored on your server automatically after a period of two (2) months from the date of termination or termination of the Contract; and (ii) the Client will destroy or remove all copies that may be kept of the information pertaining to ASPgems, on any hard drive, server, temporary memory, or media, whether it be a CD-ROM, diskette, DVD or any other , within a period of seven (7) days from the date of notification, or from the Client’s withdrawal.
The Parties undertake to keep confidential and not disclose to third parties the existence and content of this Agreement. Likewise, the Parties undertake to keep confidential the information they receive from the other Party and to which they have access in the course of compliance with this Contract, and not to communicate it to third parties under any circumstance unless required by law, judicial decision, order administrative or arbitral award, or it is information that is in the public domain, or is necessary for compliance with this Contract. The Parties undertake to adopt the necessary measures so that the dependents of them who have access to the confidential information of the other Party comply with the requirements established in this Clause, being jointly and severally liable with said dependents in case of non-compliance with said obligations of confidentiality on the part of them. This Clause will continue in force indefinitely after the termination or termination of this Contract.
PERSONAL DATA PROTECTION
By accepting this Agreement, the Client expressly authorizes ASPgems to incorporate the personal data indicated in the tables preceding these terms and conditions, to the file called “Clients”, of which ASPgems is responsible, with the purpose of activating the Services contracted, and register as a client, authenticate the username and password to allow the use of the ASPgems Services that the Client has contracted, as well as to keep you informed of new ASPgems products and services or ASPgems promotional campaigns , by any means of communication, including electronic mail, or equivalent means of communication, which the Client agrees to receive expressly. The communication of the personal data indicated is mandatory because otherwise, ASPgems could not provide the services contracted. The Client can exercise his rights of access rectification, cancellation and opposition by directing his request to the attention of the Commercial Department, ASPgems Desarrollos Web, S.L. , C / Sextante 9, 28023 Madrid (Spain), firstname.lastname@example.org.
The Client declares to have complied with all the requirements established in the legislation in force regarding the protection of personal data, and to have obtained all the consents, licenses and authorizations necessary to carry out the collection, processing, transfer, and international transfer, where applicable. , of the personal data of the users necessary for the use of the Services. Likewise, the CLIENT undertakes to exempt from liability and hold ASPgems harmless for the sanctions or indemnities that may be imposed for the damages that may be caused to third parties in the event of any breach of the legislation on protection. of personal data.
In any case, ASPgems and the company that provides data storage services or hosting and data back-up services to ASPgems with the sole purpose of complying with the provisions of this Contract, and which will be notified to the Client at any time, they undertake to process the personal data of the users that the Client incorporates into the computer system that ASPgems makes available to the Client by virtue of the provisions of this Contract, in their capacity as treatment managers, solely in accordance with the Client’s instructions. not to apply them or use them for a purpose other than the purpose indicated in this Contract, nor to communicate them to other people, not even for their conservation. ASPgems and the company that provides data storage services or hosting and data back-up services to ASPgems undertake to apply the security measures adopted by the Client and that it will provide ASPgems with such purpose. Upon termination of this Agreement, the personal data of the users will be incorporated by the client into the platform of ASPgems will be destroyed or returned to the Client, as well as any support or document that contains any personal data object of the treatment.
Any notification or communication between the Parties of this Contract, shall be made in writing, by fax, email, certified mail with acknowledgment of receipt, private written communication, provided that the recipient returns a copy with his signature, in proof of acceptance or acknowledgment of receipt, or any other means that ensures the sending and receiving, addressed to the addresses that the Parties communicate at all times.
APPLICABLE LEGISLATION AND JURISDICTION
This Contract will be governed and interpreted by Spanish law in force at all times. The Parties expressly and unequivocally agree to submit any discrepancy that may arise between them with respect to the interpretation, compliance and / or execution of the provisions of this Contract, to the exclusive jurisdiction of the Courts and Tribunals of the city of Madrid ( Spain), expressly waiving any other jurisdiction that by right may correspond to them.