I. Scope of Application.
This end user license agreement (the "Agreement") governs the use of the software it accompanies, called "PIRANI RISKMENT SUITE", together with all its related modules, expansions or related components, all, collectively "the Software", unless subject to a separate Agreement between the CUSTOMER and PIRANI S.A.S. and its subsidiaries, parent or controlling companies ("PIRANI"). The fact of using or in any way accessing the software means that you accept this Agreement and your agreement to the rights and obligations it entails and you declare that you have the authority to enter into this contract on behalf of the legal entity that will use PIRANI's services. If you do not agree with these terms and conditions, please refrain from using the technological solution.
The tool that PIRANI authorizes you to use by means of this license is granted under the modality of Software as a Service-Software as a Service (SAAS MODEL), consisting in the distribution of a software where the logical support and the data are lodged in PIRANI's servers, for which the service will be provided via Internet, accessing the application through a navigator, without the need to install it.
This Software As a Service license agreement constitutes an agreement between PIRANI and the user, whether natural or legal person (You, hereinafter, the CLIENT or licensee), regulates the conditions of use of all versions of the Software, platform and modules of the Software, unless expressly agreed between PIRANI and the CLIENT, in writing, conditions expressly different from those contained herein, this document shall govern the agreement between the parties, with the conditions set forth herein.
The requested platform and tool that is allowed to be used through this contract consists of software dedicated to integrate activities and functions of corporate governance, risk management, internal control and compliance, thus improving the ability of companies to achieve their business objectives. These goals are achieved through automation models of the main Corporate Governance processes, supported by best practices and international standards that help organizations in compliance with frameworks such as: ISO 31000, COSO-ERM, Basel, AS/NZS 4360, Sarbanes-Oxley, ISO 27001, ISO 19600.
PIRANI authorizes THE CUSTOMER to use and access the designated version of the Software, under the terms set forth in the conditions of use of the software, set forth in this document, CUSTOMER expressly authorizes PIRANI, so that it can properly verify the correct use of the platform.
III. Type of license.
The CUSTOMER will have access to the Software in its own equipment, through the access granted by PIRANI, under the subscription model defined by the CUSTOMER when acquiring the service.
The characteristics of each service and/or subscription model are detailed in PIRANI's web page www.piranirisk.com/es/planes-precios, through which THE CUSTOMER acquired the service and gave its express consent. The CLIENT acknowledges having understood and accepted the characteristics and functionalities of the contracted service and the Software to which he/she will have access.
Within the acceptance provided by the CUSTOMER at the time of acquiring this service and accepting these terms and conditions will determine the type of model used, the authorized users to access the service and other specific business conditions, which shall prevail over the provisions of this document, which shall apply residually and shall be interpreted harmoniously with the authorization granted and the service that was acquired.
The services granted free of charge may be discontinued or modified at any time by PIRANI.
The services offered by PIRANI are provided in different plans and modalities. Subscriptions may be charged to the credit card communicated by the CLIENT, cancelled by virtual mechanisms or paid by any other means enabled by PIRANI according to the subscription model enabled.
The total price, payment method and other particular aspects of the business will be those contained in the sales invoice issued by PIRANI or in the documentation generated as a result of the selection by the CUSTOMER of the chosen business model. The information contained in the invoice that has been expressly or tacitly accepted by the CUSTOMER under the terms of the Colombian legislation shall prevail.
The rates and services are granted under an availability model. They are not revocable, therefore PIRANI will not provide any reimbursement for the periods in which THE CUSTOMER decides not to use the available service.
After the initial payment is made, PIRANI will continue to bill the subscription according to the periodicity chosen by THE CUSTOMER, in accordance with the rates in effect until the termination of the service. The service, unless the CUSTOMER declares in advance its intention to cancel it, will be automatically renewed for periods equivalent to those initially contracted.
The service will have an annual increase of 5% over the initially contracted value.
In case of default in the payment of any amount owed for the service purchased, the CLIENT shall pay PIRANI default interest at the maximum rate legally allowed and PIRANI reserves the right to demand payment of the entire obligation. Delay in payment
more than 15 calendar days will result, at PIRANI's discretion, in the suspension or definitive cancellation of the service.
Within the rate accepted by the CLIENT, a reasonable storage space cost is included for the services, which is charged at 1 Gigabyte. To the extent that the information stored by the CLIENT or its authorized users exceeds this limit, PIRANI will proceed to make an additional charge for the excess space used, which is informed on PIRANI's web page.
Taking into account that PIRANI may offer certain services or free modalities of the service, these conditions will be considered temporary and in no way bind PIRANI indefinitely. The free services may be limited to a certain number of registrations or performances in the Software, after the established limit, the CLIENT must decide whether to stop using the Software or to acquire a new type of service available. In the case of services provided free of charge, PIRANI reserves the right to cancel, discontinue, suspend or modify them at any time, in which case the CUSTOMER will be notified, and the new modifications will be effective immediately, the day the notification is sent to the CUSTOMER. For the services granted free of charge, PIRANI, in the same way, will be able to eliminate the users and all the information provided by the CUSTOMER if it is not observed after 3 months that the service or the Software is being used. In any case, once the free version expires, is cancelled or discontinued, the CUSTOMER may choose to continue with the use of any of the other modalities of the service offered. In the event that PIRANI decides to start charging for services or products that were free, PIRANI will notify the CUSTOMER with due notice and will give a period of time for the CUSTOMER to express its will to cancel the service or modify the purchased modality.
PIRANI may modify at any time the rates, modalities, service periods, however, such changes will not be applied retroactively to the current services.
PIRANI may modify autonomously, unilaterally and at any time these Terms and Conditions of use of the Software; PIRANI will communicate the modifications in the Terms and Conditions at the moment of implementing the modifications through any means it considers suitable, such as e-mail, physical delivery, notification or pop-up in the system, etc.
The last published version will be the one that will regulate the commercial relations generated at the moment of each transaction, agreement or business.
VI. Ownership of "PIRANI" and its contents.
The design of the technological solution and all its elements, which include, but are not limited to, software or HTML code, scripts, text, graphic material, photographs, images, designs, video, audio, writings and other elements that appear as part of the tool (collectively, "Content"), are the exclusive property of PIRANI, owner of all copyrights and/or industrial property rights derived from "PIRANI".
They are protected by copyright laws in Colombia and other laws and international treaties ratified by Colombia. The software and all content is provided by PIRANI, with a limited license in the modality of Software as a Service, so that PIRANI can access the services and functionalities authorized by this agreement. This limited license is subject to the following restrictions: you may not use the license in any manner not provided for in these terms and conditions; you may not copy, reproduce, publish, publish, transmit, distribute, perform, display, publicly perform, modify, create derivative works from, sell, license or otherwise exploit this technology tool, any of its contents or related software. Unauthorized use of the content, whether in the form of frames, online links or any other association with the content or information that does not originate in the servers of THE COMPANY is prohibited; furthermore, this license is granted on a personal basis, so it may not be used by anyone other than THE CLIENT or the number of authorized users that he/she has acquired in accordance with the specific conditions established, so the license granted hereby may not be sold, assigned, alienated or transferred in any way without prior and express consent of PIRANI.
This agreement in no way transfers ownership of the Software. PIRANI, as the sole owner of the Software and its copyrights, may make modifications to its technology solution at any time, alienate or assign it at any time, such assignment or alienation to include the rights and obligations under the license granted hereunder.
This license does not imply the acquisition of the Software or the right to use it in any way not provided for in this agreement but, exclusively, the granting of a license of the available version of the Software, with the functionalities that are enabled in such version.
In any case, the duration of the non-exclusive license granted is limited to the duration agreed in the specific conditions that the CUSTOMER has accepted at the time of acceptance of this agreement, which is considered annexed to these Terms and Conditions of Licensing. In the absence of express mention of the duration, it shall be understood that the license is granted for a term of one month, automatically extendable, according to the subscription model purchased by the CUSTOMER.
The present authorization of use, unless otherwise expressly agreed in writing, may be unilaterally revoked at any time by PIRANI, in which case, THE CLIENT expressly waives any kind of claim or compensation for damages arising from the exercise of such power.
In any case of termination of the contracted services, for any reason, THE CLIENT shall withdraw, in advance and free of charge, all data, documents and information stored in the platform. However, after the termination of the service, PIRANI will keep the information for a maximum period of 3 months, during which the CUSTOMER may reactivate his account by paying a plan. After the 3 month period granted, the information, all users and documents stored by the CLIENT will be deleted.
VIII. Granting of license.
By accepting this Agreement, PIRANI grants you a non-exclusive, non-transferable license to use the version of the Software for internal purposes only and subject to any specific software license information included in the software product or accompanying Supporting Material.
Your use of the Software is subject to the following restrictions, unless otherwise stated in the Supporting Material:
- You may not use the Software for the purpose of providing services to third parties. - The Software in free model will not necessarily contain all the functionalities or modules it comprises and may be updated or modified with new or different functionalities or modules over time, additionally, THE COMPANY may restrict access to certain functionalities.
- In case of subscribing the paid agreement for the use of the Software, it will contain the modules and numbers of enabled users that the CUSTOMER expressly acquires.
- You may not make unauthorized copies of the Software or distribute it, resell it or assign the license to use it to third parties (except for a single backup copy, usable in cases of total or partial loss of the program).
- You may not download or use revisions, perform enhancements, bug fixes or similar updates unless you have the appropriate software license.
- You may not copy the Software onto or make it available over a public or externally connected network.
- You may not modify, disassemble, disassemble, disassemble, decrypt, decompile or make derivative works of the Software. If you have a mandatory statutory right to do any of these things, you must inform PIRANI in writing of such modifications.
- You must use the Software in accordance with the technical specifications contained in the documentation provided by PIRANI, in order to maintain the warranty (if expressly agreed) granted by PIRANI.
- The license DOES NOT ALLOW the distribution or public communication of the software, nor does it grant any type of right, title or property on the commercial or service marks, logos or commercial names of THE COMPANY. This version of the Software does not permit the use of the Software for perpetuity purposes or any other rights except as described. Failure to comply with any of the above conditions will result in termination of the contract and automatic cancellation of the license, without prejudice to any damages caused and possible infringement of copyright laws.
- The version of the Software to which the CUSTOMER had access may not be used under any circumstances after the expiration or termination of its license. If you wish to use the Software after termination of the authorization granted, you must acquire additional authorization from PIRANI or its distributors from time to time. Without prejudice to any other rights, this license shall cease to be valid and effective if the licensee breaches any of the conditions set forth herein. In such event, the licensee shall provide PIRANI, upon request, with sufficient proof of no further use of the Software.
IX. Right of use.
The use of the Software under lease is restricted to the number of authorized users according to the scheme acquired at the time of accepting these Terms and Conditions, which was informed to the CUSTOMER at the time of acquiring the service, as detailed above, and to the operating conditions of the programs, in the terms described in the attached documentation. Likewise, due to the nature of the contract, THE CONTRACTOR does not acquire any additional right other than to use the Software under the conditions described herein, and therefore does not acquire any rights of ownership of the same, or licensing of the Software to third parties. The foregoing shall constitute a serious breach of contract, in addition to violations of industrial property regulations.
PIRANI undertakes to enable the contracted service to operate under the Software as a Service (SaaS) modality, with access to the limited number of users expressly chosen by the CLIENT at the time of acceptance of this document.
PIRANI will guarantee, except in the case of strange cause, force majeure or fortuitous event, the correct operation of the service free of defects and will make all the necessary corrections of errors for the correct operation of the Software on a computer or equipment with adequate access to the Internet. PIRANI will not provide support or advice on networks, operational systems, internet, hardware and/or software other than the applications and software of PIRANI RISKMENT SUITE, nor will it be responsible for the parameterization, management, administration, interpretation, use of the information generated by the Software, user keys, networks, internet providers or any process that depends on a third party for its development. The CLIENT and its authorized users shall manage the Software and its information under their own criteria and responsibility.
The services that PIRANI has granted free of charge shall be understood to be granted on a one-time basis. It is understood that such versions granted free of charge are granted for testing and evaluation purposes by the CUSTOMER. Therefore, the free versions of the service are not designed to support critical processes of the CUSTOMER's business, so they do not have any kind of warranty granted by PIRANI. The services provided free of charge will not have any level of support, however, the CUSTOMER may escalate their requests to be evaluated by PIRANI.
In case there is no express agreement in this regard, it shall be understood that the software is delivered without warranty in addition to what is expressly stated in this document.
- This Agreement or the supporting materials set forth the entire liability of PIRANI for claims arising from warranties.
- PIRANI branded Software complies with its specifications, if any, and is free of malware at the time of delivery;
- PIRANI does not warrant that the operation of the Software will be uninterrupted or error-free or that the Software will operate on hardware and software combinations other than those expressly authorized by PIRANI in the Supporting Material. To the extent permitted by applicable law, PIRANI assumes no other warranties.
PIRANI's liability to you under this Agreement is limited to the amount you have actually paid to PIRANI for the applicable Software, except for the amounts set forth in Section X ("Infringement of Intellectual Property Rights").
Neither party shall be liable to the other for loss of revenue or profits, downtime costs, loss of or damage to data or indirect, special or consequential costs or damages. The foregoing limitations of liability shall not apply in the event of: unauthorized use of intellectual property; death or personal injury caused by negligence; fraud; intentional breach of this Agreement; any liability that cannot be legally limited or excluded.
PIRANI shall be held harmless in the event of one or more of the following circumstances:
- Equipment in poor or defective condition.
- Damage caused by improper handling of the programs.
- In general, for damages caused by misuse of the Software by the CONTRACTOR's operators.
- Damages caused by improper management of the information provided by the Software.
FIRST PARAGRAPH: The Product is a risk management Software, so that, with it, the contingent possibility of verification of any of the risks that threaten THE CONTRACTOR is not minimized. Therefore, PIRANI is not responsible for the verification of the risk or for the negligence of THE CONTRACTOR to take preventive and compensatory measures in each case.
SECOND PARAGRAPH: The configuration of firewalls or firewalls or, in general, any security scheme shall be the exclusive responsibility of THE CONTRACTOR.
XII. Infringement of intellectual or industrial property rights.
PIRANI will defend and settle any claim against you alleging that a PIRANI-branded software product supplied under this Agreement infringes the intellectual property rights of a third party. To do so, PIRANI requires that you promptly notify PIRANI in writing of such claim and cooperate with PIRANI in the defense. PIRANI may choose to modify the software to make it legally and functionally equivalent or obtain the necessary license to do so. PIRANI shall not be liable for any claims arising from unauthorized use of the Software.
XIII. Viruses, Piracy And Other Computer Attacks.
You shall not misuse this tool by knowingly introducing viruses, Trojan horses, worms, logic bombs or any other technologically harmful or deleterious programs or material into this tool. You will not attempt to gain unauthorized access to this software tool. You agree not to reverse engineer or in any way use the software or take advantage of it for purposes not included in the contract or expressly authorized by PIRANI.
Failure to comply with this clause could lead to the commission of infringements as defined by the applicable regulations. We will report any breach of such regulations to the competent authorities and will cooperate with them to discover the identity of the attacker. Furthermore, in the event of a breach of this clause, this shall be considered a serious breach of the contract entered into by the parties.
We will not be liable for any damage or loss resulting from a denial-of-service attack, viruses or any other technologically harmful or damaging programs or material that may affect your computer, computer equipment, data or materials as a result of using web links or downloading content that does not originate directly from PIRANI.
This Agreement will remain in effect until terminated or, in the case of a temporary license, until the termination date of the temporary license; however, your rights under this Agreement terminate in the event that you fail to comply with the terms of this Agreement. Immediately upon termination or expiration of the Agreement, you will cease using the Software and accompanying documentation and any copies thereof or return them to PIRANI. PIRANI may require you to certify in writing that you have complied with the terms of this Agreement. The disclaimers of warranties, limitation of liability, this termination section and the general obligations, including confidentiality and post-contractual obligations shall survive termination of the Agreement.
- Assignment. You may not assign this Agreement without first obtaining PIRANI's written consent, and complying with PIRANI's software license transfer policies. Authorized assignments will terminate your software license and you must deliver the software and accompanying documentation and copies thereof to the assignee. The transferee shall signify its acceptance of this Agreement in writing.
- Notices. Written notices subject to this Agreement may be sent in writing to PIRANI in accordance with the method indicated in the Supporting Material.
- Governing Law. This Agreement shall be governed by the laws of the Republic of Colombia, except for choice of law and conflict of law rules. You and PIRANI agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply.
- Force Majeure. Neither party shall be liable for delays or defaults due to causes beyond its reasonable control; however, this provision shall not apply to payment obligations.
- Entire Agreement. This Agreement and the Supporting Material constitute the entire agreement between PIRANI and the CUSTOMER in connection with the purchase of products and services and supersedes any other prior communications or Agreements that may exist. In case of addition of users, modules, any additional services or renewals, it will not be necessary to sign a new contract or other agreement. The corresponding invoice, service order or agreement will suffice when it is necessary to modify the services purchased. In the event that PIRANI does not exercise its rights under this Agreement, this shall not constitute a waiver of such rights.
Any user, client or person who in any way has access to the Software must comply with the obligation to keep under reserve, without disclosure to third parties and strictly confidential, thus avoiding that it becomes public knowledge, all the information that is property of PIRANI and is provided or has knowledge of it with the purpose of the development of the contract or the use of the Software. Thus, the Parties may only make use of the information and/or the Software, for the evaluation, testing and use of the software in the terms that have been expressly agreed, having to protect such confidential information, so that it is not disclosed and known by third parties, guarding it with the diligence and care appropriate to the circumstances; notwithstanding which, it may disclose it to the competent authorities for the purposes and in the cases expressly provided by law, when it is necessary in compliance with legal obligations and duties and provided that there is a court order or competent authority, but in such case, the requested Party shall inform the other Party of the fact, indicating the authority to which the confidential information shall be disclosed, as well as the reasons that justify its proceeding.
"Confidential Information" For the purposes of this contract the term Confidential Information shall have the following scope:
- For the purpose of this contract all information disclosed by PIRANI shall be of a confidential or privileged nature, as well as its copies, including all types of notes, data, material or works, which contain or in any way reflect such information, and which has been provided in written or oral form, by electronic or digital means. (Especially those contained in the databases to which CLIENT shall have access).
- That has not been disclosed to the public by any means, prior to delivery.
The obligation of confidentiality in charge of the CUSTOMER, will be in force until the moment in which by means different from its own activity, that of its dependents and/or advisors and, in general, of persons under its control, it becomes public knowledge, until the moment in which the Party owner of the information decides to disseminate it. In any case, the obligation of confidentiality shall be maintained as long as there is any type of contractual relationship between the parties or for a maximum term of up to five (5) years from the installation of the Software, whichever occurs last. Notwithstanding the agreed term, the confidentiality term shall not apply with respect to information that is considered a business or trade secret under the terms of the legislation in force, for which the confidentiality obligation shall be maintained indefinitely, as long as the information retains the quality of secrecy.
Only CLIENT's employees will have access to the knowledge of the confidential information, who, in consideration of the roles in their charge, assume the duties of Administrators and/or authorized users for the use of the Software.
Upon termination or extinction for any reason of the detailed licensing, CLIENT shall be obliged to return to the owning Party the integrity of the tangible material containing the confidential information placed in its hands or destroy the digital material in its files, unless THE COMPANY expressly authorizes the preservation of certain scripts, pieces of software or any other data or information. It is forbidden at all times to any Party to generate copies of the tangible elements in which the information in its possession is contained.
CLIENT undertakes to extend to its employees and/or the personnel it employs in the execution of the present contract, agreements and security measures to protect the confidential information in its custody.
XVII. Personal Data Protection.
By virtue of the provision of the service, both parties agree to make use of the personal data to which they have access during the use of the Software, in compliance with Laws 1581 of 2012 and 1266 of 2008, with its regulatory decrees and other complementary rules. Both parties authorize the processing of personal data, in accordance with the applicable regulations. The purpose of the processing will be the fulfillment of the contractual and legal obligations acquired and those specified in the respective Data Processing Policy.
I declare that I have read, know and accept the privacy and personal data protection policy of PIRANI S.A.S., published on the website https://www.piranirisk.com/es/politicas-de-privacidad under the terms of Law 1581 of 2012 and Regulatory Decree 1377 of 2013. Consequently, I voluntarily authorize PIRANI S.A.S. to use my Personal Data in accordance with the purposes and treatments contained in the
THE CLIENT declares that its business and the resources it uses for the execution of this agreement do not come from or are destined to the exercise of any illicit activity, Money Laundering or Financing of Terrorism. It undertakes to comply with the applicable legal provisions related to the Prevention of Money Laundering and Terrorist Financing. THE CLIENT undertakes to carry out all activities aimed at ensuring that all its partners, managers, customers, suppliers or employees, and their resources, are not related to or derived from illegal activities; in any case, if during the term of the contract THE CUSTOMER or any of its partners, managers, customers, suppliers or employees become involved in an investigation of any kind such as criminal, administrative, or any other type, related to illicit activities, money laundering or terrorist financing, or were included in control lists such as those of the UN, OFAC, etc.. , PIRANI shall have the right to unilaterally terminate the contract.
Manuel Alejandro Orrego Santamaría