Mylegabox Agreement

MYLEGABOX AGREEMENT

BY CLICKING THE “I ACCEPT” BUTTON, YOU AGREE TO FOLLOW AND BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT AND TO BIND YOURSELF TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. THESE TERMS AND CONDITIONS WILL GOVERN YOUR RIGHTS AND LIABILITIES AND THOSE OF MYLEGABOX S.A.S. (HEREAFTER “MYLEGABOX”) AND ARE PART OF THE DIGITAL SAFE DEPOSIT BOX AGREEMENT.

DEFINITIONS

In this Agreement the following definitions are used, regardless of whether the term is used in the plural or singular form in this Agreement.

Content: means all text, files, images, graphics, illustrations, information, data (including Personal Data), audio, video, photographs and other content and material, in any format, which is placed by the Customer on the Box.
Customer: the contract party with whom Mylegabox has entered into this Agreement.
Fees: the fees as described in Appendix B.
Guest user: is an Authorized person who is appointed by the Customer to receive access to the Content in the Box.
Service: the agreed services to be provided by Mylegabox to the Customer – including a Virtual Safety Deposit Box- as defined in this Agreement and the notification and confirmation service to the Guest user, once the conditions set forth in this Agreement occur.
Virtual Safety Deposit Box or Box: the agreed virtual deposit Box where the Customer will store its Content, which is part of the Service and which bears a name assigned by the Customer and a randomly generated unique identification number.

2. SCOPE

Under this Agreement Mylegabox will provide the Customer a password which grants access to a Box, so the Customer can upload and include any Content it requires into the Box, as long as said Content complies with regulation and this Agreement.
Mylegabox will, to the best of its efforts, keep said Content safe, so no one except for the Customer can access the Content in the Box. As the content will be encrypted not even Mylegabox can have access to the Content or information in the Box, or knowledge of what is the Content.
Upon registration the Customer will register a mail and cell-phone number onto which it wishes to receive the communication from Mylegabox. Furthermore, it must register the email and cellphone of the Guest Users, certifying that it has the authorization from said Guest User to provide the information to Mylegabox.
Every month/3 months/6 months Mylegabox will sent the Customer a communication to the registered mail and cell-phone, to which the Customer must respond the confirmation with a Password.
If no response is received by the Customer within the following fifteen (15) calendar days after the first message is sent, Mylegabox will send a second communication.
If no response is received by the Customer within the following ten (10) calendar days after the second message is sent, Mylegabox will send a third communication.
If no response is received by the Customer within the following five (5) calendar days after the third message is sent, Mylegabox will send to the Guest User all the required information to Access the Content stored in the Box.

3. CONTENTS NOT INSURED:

The contents of the Box are not insured by Mylegabox, or by any government or private insurance company.
The Customer is solely responsible for securing adequate insurance for the Content in the Box. The Customer alone knows what Content have been placed in its Box.

4.PASSWORD:

The Customer acknowledges receipt of a password. The Customer agrees not to give the password to anyone who is not authorized to enter the Box, and shall be solely liable for the safe keep and no divulgence of the password to any third parties.

5.ESTABLISHMENT AND DURATION
1. The Agreement has an initial duration of one (1) year (“Subscription Term”).
2. The Agreement is each time renewed automatically by a period equal to the Subscription Term, unless the Agreement is terminated in accordance with articles 2.4 and/or article 12.
3. The Agreement may be terminated by the end of the agreed contract term with due observance upon agreed notice period, in the absence of which a notice period of one (1) month applies.
4. Any termination of the Agreement must take place in writing by registered letter.
  
  6. FEES AND PAYMENT TERMS
  1. From the start of the agreed Subscription Term for the Service, the Customer will owe the agreed Fees and any Additional Fees associated with the Subscription Term, as laid down in the Agreement. The Customer may not offset or suspend payment.
  2. In case of non-timely payment, the Customer will, by operation of law, owe the statutory commercial interest rate and, after the Customer has been sent a payment reminder in any way, the claim may be transferred in which case the Customer must pay all judicial and extrajudicial costs, including costs of third parties that are engaged.
  3. Payment must be done in advance either on monthly or yearly installments. Fees will be billed accordingly.
  4. Upon accrual of two (2) or more months of pending fees, Mylegabox will close down the Box and all Content will be lost. Mylegabox will not be liable in any manner whatsoever or any payment or compensation for the Content lost.
    
    7.VIRTUAL SAFETY DEPOSIT BOX SERVICE

Mylegabox will use all commercially reasonable efforts to resolve, failures within a reasonable period of time. Reports of any Failures must be reported to the Support Desk of Mylegabox. Mylegabox does not guarantee that the Service is available without interruption. The Customer will lend Mylegabox its full cooperation in a timely manner and provide relevant information needed to provide the Service.
The Customer will upload Content for which the Customer holds all required rights under the law and/or pursuant to the Agreement. The Customer shall not use the Box or permit the same to be used for any unlawful purposes or for storage of any contents which may be deemed illegal, dangerous, offensive in nature, or otherwise determined to be a security risk. The Customer is prohibited from storing copyrighted material, child pornography, and any other information which may be deemed a criminal offense or illegal under the law. As the Content will be encrypted and Mylegabox has no access to the Content in the Box; therefore, the Customer will be the sole responsible regarding the Content in the Box.
The Customer will inventory the potential for risks that result from Failures and interruptions and, if necessary, take additional measures. In the unlikely event that the converter within the Platform does not convert a document or does not convert it properly, the Customer must make the original document available himself. The Customer should always retain copies of uploaded documents.
Mylegabox is entitled to suspend the execution of and/or access to the Service, or even delete all Content in the Box, if the Customer does not fulfil its obligations under the Agreement, including the obligation of timely payment.
Mylegabox is entitled to change the Service by, for example, implementing updates and upgrades which do not negatively change the functionality of the Service.
Mylegabox may increase the prices annually. Also, Mylegabox is entitled to adjust the prices. Mylegabox will announce a change in advance through an email or message through the Platform. If the Customer does not agree with a price change, will be entitled to cancel the Agreement by registered letter per the start of the date on which the change takes effect.

8.INTELLECTUAL PROPERTY RIGHTS
1. All intellectual and industrial property rights of Mylegabox on any work, including the works which are part of the Platform, (part of) the Service and preparatory material thereof, as well as any material produced in any other pre-phase of the Platform and/or (part of) the Service, will (continue to) remain with Mylegabox. Any software that is part of the Platform and/or the Service is only made available to the Customer (and its Guest users) remotely online as object code as part of the Service, in accordance with these terms and conditions. The Customer will never and in no way be provided with the customer’s source code. The Customer will never be given a physical carrier with the software nor will the software be made available in such a manner that it would be downloadable. Nothing in the Agreement or Subsequent Agreement will be construed as a transfer of any right of intellectual property of one Party to the other Party.
2. Rights are granted to the Customer under the condition that the Customer has paid all amounts owed under this Agreement.
3. The Customer will receive a license to use the Service for the duration of the Agreement. The user right is non-transferable right, cannot be sublicensed other than explicitly stated in this paragraph, and is non-exclusive. The Guest user right includes access to the Content in accordance with the terms of the Agreement, including to review the Content and to download it, in accordance with the Authorizations assigned by the Customer to the Guest users. The Customer only receives the rights as expressly granted in these Terms and such as included in applicable provisions of compulsory law.
4. The Customer will only use the Platform (including the Box) or have such used in accordance with the Terms of Use.
5. There is no transfer of intellectual property of the Content placed in the Box. Mylegabox does not take note of the Content of a Box and has no influence on what data is stored in a Box. Mylegabox cannot therefore be held responsible for the Content. The intellectual property (such as copyrights) in the Data is not transferred in any way in relation to the Service. The Customer will ensure that it has acquired all rights, titles and authorizations that are required said Content. In this context, the Customer ensures that it agrees with its Guest users in writing that – without changing the ownership of the Content uploaded on behalf of/by them – the Customer is entitled to Authorize other Guest users to gain access to said Content.
  
  9. CONFIDENTIALITY AND PRIVACY
  1. Each party will treat Confidential Information from the other party confidentially, and not use this for a purpose other than the implementation of the Agreement.
  2. The confidentiality will not apply if: (a) the information is (made) public at no fault of the recipient; (b) the information is needed for the receiving party to defend itself in court; [c] the receiving party has a legal obligation to disclose. In the event of [b] and [c], the receiving party will immediately inform the originating party of the necessity of disclosure and will limit the disclosure to what is necessary for its defence in court or to meet its legal obligation.
  3. The Parties will comply with applicable laws and regulations to protect personal information.
    
    10.LIABILITY

The liability of Mylegabox under any grounds whatsoever and regardless of the legal basis, expressly including the warranties and indemnities agreed to with the Customer, is limited to compensation of the direct damages that can be attributed directly to Mylegabox, up to the amount of the payments made by the Customer based on the Agreement in the twelve (12) months prior to the damage event. For the duration of the Agreement, the liability will never exceed USD$10,000.00.
Liability for indirect damages, including but not limited to consequential damages, lost profit, missed savings, reduced goodwill, damage by business stagnation and damage of third parties is expressly and absolutely excluded.
Any claim for damages will expire after one (1) year from the moment the damage first arose.
All limitations and exclusions of liability agreed between the Parties will also apply for the benefit of all natural persons/legal entities which Mylegabox uses in the implementation of the Agreement as well as for the benefit of their subcontractors.

11.FORCE MAJEURE

Neither party will be held to fulfil an obligation if it is hindered in doing so by force majeure. Force Majeure means, among other things: force majeure at a supplier of Mylegabox, defects in equipment, software or materials of third parties, government actions, power outages, failures of internet, data networks or telecommunication facilities, armed conflict, general transport problems, staff shortages and strikes.
Each party will have the right to terminate the Agreement if a force majeure event lasts longer than 45 days. Termination notification must be done through written communication.

12. THIRD-PARTY PRODUCTS AND SERVICES
1. As far as part of the Service products and/or services of third parties are provided, the terms of said third party will apply to its products and/ or services. These terms and conditions are available free of charge from Mylegabox and/ or directly from the third party. If and insofar as, for whatever reason, such third-party terms and conditions are deemed not to be applicable or are declared inapplicable in the relationship between the Customer and Mylegabox, the provisions of these general terms and conditions of Mylegabox shall apply in full.
  
  13. INDEMNIFICATION
  1. The Customer shall indemnify Mylegabox from any action which is based on that the Content infringes on rights of third parties, or is in conflict with applicable laws or is otherwise unlawful or unauthorized shall reimburse all costs for the Mylegabox as a result thereof.
  2. Mylegabox will indemnify the Customer against any legal claim of a third party which is based on the allegation that the elements of the Service developed by Mylegabox itself or other works delivered that are developed by Mylegabox under the Agreement, attributably infringe upon a Colombian intellectual or industrial property right, under the condition that:
  3. The Customer immediately informs Mylegabox by registered letter and in advance by email about the existence and the content of the legal claim. The Customer refrains from any acknowledgement or other statement related to the relevant intellectual property rights which has or may have any negative impact on the defense of Mylegabox and the further handling of the case, including agreeing to any settlements, without the prior written consent of Mylegabox; and
  4. The Customer will leave the leadership of the defense against the claim and the further handling of the case, including the agreement to any settlements, to Mylegabox. For this purpose, the Customer will provide any required information and cooperation to Mylegabox to defend itself against the legal claim, with the understanding that: (a) the Customer is entitled to retain its own legal representation with respect to the claim; (b) Mylegabox will involve the Customer in the handling of the case; and (c) Mylegabox will not, without the consent of the Customer, agree to any settlement related to the legal claim for which the Customer is indemnified by Mylegabox, to the extent that the settlement would entail expenses for the Customer or would have a significant negative impact on the further use of the works agreed to under the Agreement for which Mylegabox indemnifies the Customer. The Customer will not refuse or delay its consent on unreasonable grounds.
  5. The Customer indemnifies Mylegabox against any legal claim, regardless of the legal basis, on the part of Guest users and Affiliates of the Customer in connection with the implementation of the Agreement and shall reimburse all resulting costs for Mylegabox.
    
    14. TERMINATION

Parties are entitled to the terminate the Agreement with immediate effect in the following cases:
In case the other Party does not fulfil the obligations under the Agreement;
In the event of force majeure in accordance with the provisions indicated above;
In the event of (applying for) bankruptcy or suspension of payment of the other Party.
In the event neither party wishes to renew the Agreement
If, during the term of the Agreeement, the Customer nevertheless, despite the above, indicates that it wishes to terminate the Agreement, Mylegabox is no longer obligated to provide the agreed Service and the Customer, without any further notification or notice being required, will owe Mylegabox a lump sum equal to the fee due under the Agreement until the time the Agreement ends/would end in accordance with the term indicated above. The buy-out amount being due and payable does not affect the payability of what was already provided and/or delivered under the Agreement.

15. CONSEQUENCES OF TERMINATION
1. Upon the end of the Agreement, without further notice being required, the Service and the access of the (Users and Guest users of the) Customer to the Platform will end with immediate effect.
2. If a Box is closed during the term of the Agreement, then from the time the Agreement ends, they can no longer be reopened under such Agreement.
3. After the request for termination, Mylegabox will provide 3 days for the Customer to remove the Content. After said time the Box will be closed and all remoining Content will be removed and lost. Therefore, the Customer must ensure before that date that, it has – where necessary- made a current backup of the Content and has verified this in a timely manner.
4. In case of an application for bankruptcy of Mylegabox, without prejudice to the other provisions of this article, the Customer may remove the Content of his Box, as soon as possible.
  
  16. TRANSFER OF RIGHTS AND OBLIGATIONS

The Customer shall never be able to transfer the rights and obligations under the Agreement to a third party without the prior consent from Mylegabox, which consent shall not be unreasonably withheld.
Maylegabox may transfer its rights and obligations under the Agreement to any Mylegabox Affiliate.

17. SURVIVABILITY

Provisions which in their nature are intended to survive the termination of the Agreement, will remain in effect. These will in any case include the provisions relating to Liability, Confidentiality and Privacy.

18. OTHER PROVISIONS

These Terms and Conditions are available in English and in a variety of translations. In the event of possible differences in interpretations, the English version will prevail.
If a provision is wholly or partially void or annulled, this will not affect the remaining provisions of the Agreement. The Parties will consult with each other as soon as possible to agree to a provision with a similar intent which will replace the void or annulled (part of the) provision.
Data from the administration/registries of Mylegabox is considered conclusive proof.

19. APPLICABLE LAW AND DISPUTES

These terms and conditions are governed by Colombian law.
Disputes arising as a result of the Agreement and/or as a result of any Agreement that are a result thereof, will be settled by the Colombian judicial courts