Measure success: Performance metrics in purchase management

1^st Background

1. 1.1. ITX S.A.- (hereinafter “URUDATA SOFTWARE”) is a company with large experience at regional level, providing quality solutions that make its customers more competitive and efficient.
2. 1.2. It is the exclusive and sole owner of all intellectual property rights to the software called“Qflow Cloud” (hereinafter the “Software”), as well as all material related to it.
3. 1.3. The “Software” is a web-based BPM (Business Process Management) tool that allows modeling company’s business processes and integrating people and information systems through a workflow. The whole operation of the tool oversees the client, whether it is modeling, execution and control of its processes.
4. 1.4. This document establishes the terms and conditions that will be applicable to all “Clients” who use the “Software” in any way, under any of their contracting options.
5. 1.5. The use of the “Software” implies full knowledge and acceptance of these terms and conditions, as well as the decisions that “URUDATA SOFTWARE” adopts according to law on any unforeseen issue, without prejudice to specific conditions that the parties could expressly agree and write.
6. 1.6. The “Client” must make sure to read and understand the scope of this document and have the necessary legal capacity to contract, either on their own behalf or on behalf of a legal person.
7. 1.7. “URUDATA SOFTWARE” does not guarantee that the “Software” works without interruptions, meets the expectations or functionalities that the “Client” requires. The “Software” is licensed “as it is”, according to the terms and conditions that are established, without providing any guarantee of utility or aptitude to achieve certain purposes, being the exclusive responsibility of the “Client” to know the scope, aptitudes and functionalities of the “Software”.

1^nd Definitions

For the purposes of these terms and conditions, the expressions detailed will have the following meanings:

• “Client”: Natural or Legal Persons who have carried out the process of acquiring the “SaaS” license of the “Software”, according to the regulation of these terms and conditions.
• “Software or Qflow Cloud”: Refers indistinctly to the computer system exclusively owned by “URUDATA SOFTWARE” that can only be used through an Internet connection.
• “SaaS mode”: Refers to the license of use granted to the “Client” on the “Software”, together with maintenance services and data hosting in cloud services, according to what is detailed in the document and the subscription process.
• “Host / Server / Hosting”: Refers to the web service that provides computing and database capacity on cloud servers, with a scalable size.
• “Base Software”: Refers to the different and necessary computer programs for the “Software” to work correctly.
• “Parties”: Refers to the appearing parties jointly named.

3^rd SaaS Mode

1. 3.1. For the price that the parties agree during the subscription process, “URUDATA SOFTWARE” will grant the “Client” the following rights and services:
2. 3.1.1. License of Use of the modules of the “Software” that the parties agree.
3. 3.1.2. Data Hosting Services.
4. 3.1.3. Versions Updates.
5. 3.2. Support and Maintenance Services, as well as Training, are not included in these Terms & Conditions, and may be contracted independently by the “Client”. The rights and services will be provided under the terms, conditions and scope determined in these terms and conditions and in accordance with the specifications established in the subscription process, according to the various options that “URUDATA SOFTWARE” establishes.

4^th Use license

1. 4.1. The license granted on the “Software” is a temporary license, conditional on the payment of the price, non-exclusive, non-transferable, limited in the benefits and specifications of the “Contracted Plan”.
2. 4.2. The license to use the “Software” will be valid during the period that the “Client” pays in a timely manner the price established between the parties.
3. 4.3. The “Contracted Plan” by the “Client” will determine the number of users, number of execution points, necessary storage and any other specification referring to the scope of the license of use granted, without prejudice to the provisions of this document.
4. 4.4. “URUDATA SOFTWARE” reserves all rights not explicitly assigned or authorized. The license will be terminated by right in case of non-payment of the price.
5. 4.5. The “Client” may not give this License in any way and must use the “Software” for its own legitimate purposes. They may not modify, copy, adapt, reproduce, disassemble, decompile, translate, or reverse engineer the Software.
6. 4.6. The “Client” must ensure that the usernames and passwords required to access the “Software” are secure, confidential and exclusively in their possession. The “Licensor” will not be responsible for the loss or alteration of data in the system.
7. 4.7. The “Client” is expressly prohibited from:
8. 4.7.1. Attempt to violate the security or integrity of the “Software”, networks or services and complementary systems of third parties.
9. 4.7.2. Use the “Software” in any way that may affect its functionalities or those of other complementary products or services; as well as those of other “Clients”.
10. 4.7.3. Attempt to gain unauthorized access to materials, systems or resources other than those with which you have contracted.
11. 4.7.4. Transmit or add into the “Software” files that may damage devices or that contain material that is offensive or violates regulations.

5^th Maintenance and Support

1. 1. 5.1. During the term of the contract “URUDATA SOFTWARE” will provide the “Client” with support and maintenance according to the contracted Plan, without prejudice to not being obliged to any specific response time.
   2. 5.2. The support and maintenance service implies responding to the “incidents” notified by the “Client” regarding anomalies detected in the use of the “Software” or lack of knowledge for its use. This does not imply in any way the customization of the “Software”, the advice or necessary modifications so that the “Software” is compatible or interconnected with “Systems” or “Hardware” of the “Client” and that are different from those established in the technical specifications for the correct operation of the “Software”.
   3. 5.3. The “Client” may report incidents and request support according to the contracted Plan, always through “Users” previously registered in the system.
   4. 5.4. “URUDATA SOFTWARE” will be the one who categorizes the reported incidents and will have the power, at its sole discretion, to determine whether the reported incidents are incidents subject to support and may reject the requests. Incidents will be considered resolved upon notification that a permanent or temporary solution has been established. Support service hours will be Monday to Friday from 9 a.m. to 6 p.m., on business days in the Oriental Republic of Uruguay (UTC -3).
   5. 5.5. Requests for an explanation of the use of the “Software” will not be considered an “incident”.
   6. 5.6. Incidents will not be subject to treatment if their cause is related to elements unrelated to the “Software”, such as connectivity, network, operating systems, browsers or any other dysfunctional factor caused by a “Base System”, unrelated to the “Software”, or any other “hardware” or “connectivity” reason.
   7. 5.7. In case of technical problems, the “Client” must make all reasonable efforts to investigate and diagnose the problems before reporting them. To use the support service, the “Client” must be subscribed to it, be up to date with payments and communicate by the following means and in order of priority.

Online Support: Entering the query from the same application.
Email Support: support@urudata.com

6^th Data Hosting

1. 6.1. The “Software” provides its functionalities from the “cloud”, this implies that the “Client” will be able to access remotely from any computer with Internet access that meets the technical specifications.
2. 6.2. All information uploaded by the “Client” to the “Software” is its exclusive property and responsibility. “URUDATA SOFTWARE” will not control, manipulate or observe in any way the information that the “Client” uploads to the “Software”, except that it is necessary for the fulfillment of its contractual obligations.
3. 6.3. The “Client” may at any time generate reports with the information loaded in the “Software”.
4. 6.4. “URUDATA SOFTWARE” will not be responsible for the total or partial, transitory or definitive loss of data or hosted information, except when acting with intent or gross negligence.
5. 6.5. “URUDATA SOFTWARE” states that the cloud hosting services provided by “Microsoft Azure” are used and that it transfers its terms and conditions to the “Client”, who accepts (https://azure.microsoft.com/en-us/support/legal). Any contingency or eventuality of any nature that causes damage to the “Client” that is motivated by failures, alterations or modifications of the services provided by “Microsoft Azure” will not be the responsibility of “URUDATA SOFTWARE”, being beyond its will and impossible to control, therefore, they will not be attributable in any way.
6. 6.6. “URUDATA SOFTWARE” may at any time change the “host” service provider to a different one, which must have -at least- similar technical, availability and security characteristics.
7. 6.7. The “Client” has the right to upload data up to the maximum that has been contracted during the subscription process.

7^th Versions Updates

During the period that the contract is in force, the “Client” will receive the new versions of the “software” that are released by “URUDATA SOFTWARE”, with the same rights as those established in the “FOURTH” Clause, being these Terms and conditions fully applicable.

8^th Price, payment method and billing

1. 8.1. When the “Client” subscribes, they will make the payment through the methods available.
2. 8.2. “URUDATA SOFTWARE” will completely and irremediably destroy all the information that was in the “Software” within a period of 30 calendar days since the “Client” failed to pay the price.
3. 8.3. “URUDATA SOFTWARE” will issue an invoice at the time of contracting for the agreed period and the amount corresponding to the contracted Plan, which will be sent to the “Client” within the following 15 days.
4. 8.4. The invoices will be sent according to the contact and billing information provided by the “Client”, who will be responsible for keeping this information updated.
5. 8.5. The invoice corresponding to the services will be sent to the “Client” according to the contracted period. If no automatic debit payment was chosen, the “Client” must make the payment for the services in advance within the first 10 days of the payment month or on the due date established in the invoice if it is later than the first one.
6. 8.6. The non-payment of invoices in a timely manner will suspend the access to the “Software” until the debt is canceled.
7. 8.7. The price may be adjusted by “Urudata Software” at any time, having the “Client” the option to cancel the contract from the start period of the new price.
8. 8.8. At any time, the “client” may request to change to a higher plan than the one they have contracted. Without prejudice to this, once the “client” exceeds the hired limit, “Urudata Software” will automatically block the access to the system.
9. 8.9. At the end of the initial recruitment period, it will be automatically renewed by other equal periods.

9^th Confidential information

1. 9.1. All the information you receive or any of the Parties has access to, under or in relation to the relationship arising from this Contract, will be naturally confidential (“Confidential Information”). Such confidential information may not be disclosed, published, disseminated or used in any way by the receiving party without the express authorization of the other party.
2. 9.2. The receiving party must protect confidential information from the informant party, with the same degree of care and confidentiality with which it protects its own confidential information.
3. 9.3. These Terms and Conditions do not impose any obligation to any of the Parties, in relation to the confidential information of the other Party that the recipient can establish by sufficient legal evidence, in any of the following cases:
4. 9.3.1. It was in its possession or was legitimately known by the receiving party from the informant party before receiving it that there was no obligation to maintain its confidentiality.
5. 9.3.2. The information was in the public domain, without violating the provisions of this contract.
6. 9.3.3. It was obtained in good faith by the receiving part of a third party, with the right to disclose it and without the obligation of confidentiality.
7. 9.3.4. Its disclosure is required in accordance with the applicable laws, in understanding that the receiving party notifies the informant party of said requirement before the diffusion, and provided that the receiving party makes diligent efforts to limit said diffusion.
8. 9.3.5. Its disclosure is required in accordance with the applicable laws, in understanding that the receiving party notifies the informant party of said requirement before the diffusion, and provided that the receiving party makes diligent efforts to limit said diffusion.
9. 9.4. The receiving party will not obtain, by virtue of this Agreement, the rights of ownership or participation of any part of the confidential information of the owner or informant party.
10. 9.5. 9The personal information, obtained by any of the parties for the execution of the contract that links them, can only be used for the fulfillment of the object, cannot be assigned or disclosed to third parties under any title. In this respect, all personal information to which they have access or intervene at any phase of personal data processing, they must act cautiously and confidentiality about them, applying strictly professional secrecy.
11. 9.6. When the contract is ended, each party must destroy completely the information or personal information that would have obtained from the other party during the contract. Each party will be the only responsible for safeguarding their own data.

10^th Responsibilities

1. 10.1. “URUDATA SOFTWARE” will keep the “Client” harmless for any conflict or contingency that arises as a result of intellectual property claims related to the “Software”. In this regard, “URUDATA SOFTWARE” will be responsible for claims based on intellectual property conflicts, doing its utmost to keep the “Client” unaware of these conflicts and if this is not possible, it is obliged to face all costs and costs that it must bear as a result of the claim.
2. 10.2. “URUDATA SOFTWARE” will only be responsible for omissions, delays or errors in its “Systems” or services as long as they are entirely attributable to it and not when there are other external factors, caused or linked to the “Client” or other third parties that cause that omission, error or delay.
3. 10.3. “URUDATA SOFTWARE” limits its own accountability, for any concept, up to the amount that it has received in the last three months of the contract. The “Client” contracts having full knowledge of this accountability limitation.
4. 10.4. The “Client” is solely responsible for the content loaded in the “Software”, “URUDATA SOFTWARE” does not know or control the loaded content. The “Client” certifies that all the content that it loads and manages in the “Software” is of a legal nature and does not violate rights or regulations.

11^th Personal information

1. 11.1. It is stated that eventually “URUDATA SOFTWARE” may host personal data that the “Client” owns or is in charge of processing, but “URUDATA SOFTWARE” will not treat any personal data in any way or control or process any personal data that the “Clients” load.
2. 11.2. It is the sole responsibility of the “Clients” to verify compliance with the personal data protection regulations.

12^th Completion

1. 12.1. “URUDATA SOFTWARE” may terminate this contract with prior notice to the counterparty at least 90 days in advance.
2. 12.2. The “Client” may cancel the account at any time, by communicating it reliably to “URUDATA SOFTWARE”.
3. 12.3. After the contract expires, the data will be kept for the maximum period of ninety (90) days, after which it will be deleted. The client can request the export of the information free of charge within the first 90 days.
4. 12.4. “URUDATA SOFTWARE” will not refund the paid price paid for the services, except that the early termination of the contract has been arranged by “URUDATA SOFTWARE”.
5. 12.5. Either party may terminate the contract if there are serious breaches by the other party of the main obligations arising from the contract or repeated breach of secondary obligations. Failure to pay the price is considered a serious breach and therefore the license of use will be suspended.
6. 12.6. If the “Client” breaches any of its obligations, “URUDATA” may, at its sole discretion, terminate or suspend the contract and prevent access to the “Software” and information.
7. 12.7. At the end of this contract, the “Client” will continue to be responsible for any debt acquired whose payment date is before or after the date of termination of the agreement.

13^th Notifications and communications

1. 13.1. The parties will consider valid the notifications made to the respective emails; in “Qflow Cloud” notification system or at the physical addresses established in the subscription process.
2. 13.2. Any notification will also be considered valid if an acknowledgment of receipt is obtained from the other party, granted by a person with sufficient representation power for such purposes.
3. 13.3. The “Client” agrees to use the various means of communication implemented by “URUDATA SOFTWARE” and must refrain from using them to disseminate material not related to the legitimate use of the “Software”.
4. 13.4. “URUDATA SOFTWARE” may not receive the communications that are made to it without verifying the corresponding acknowledgment of receipt or similar proof of receipt.

14^th Jurisdiction

This Agreement will be governed by the stipulations contained in this document and the applicable law will be that of the Oriental Republic of Uruguay.

15^th Modifications

1. 15.1. These Terms and Conditions may be modified by “URUDATA SOFTWARE” at any time, the modification being valid from the second business day on which the new terms have been notified in the “Qflow Cloud” notification system.
2. 15.2. Once the modification of these Terms and Conditions of Use or the price of the service has been notified, the “Client” may, within 5 calendar days from the notification, express their willingness to terminate the contract. This termination will not give rise to any liability for the parties, nor will it give the right to any reimbursement of payments already done.

16^th Use of ChatGPT Service by Our Artificial Intelligence Assistant

1. 16. 1. The artificial intelligence assistant, available starting from version 5.3 of Qflow, uses the ChatGPT service for generating process flows. 
2. 16.2. The user acknowledges and agrees that: 

• a. When using the artificial intelligence assistant, they accept the terms and conditions stipulated by OpenAI for the ChatGPT service: https://openai.com/policies 
• b. Although we have validated the accuracy and usefulness of the responses generated by ChatGPT, we cannot guarantee the accuracy, completeness, or suitability of such responses for specific purposes.   
• c. The use of the artificial intelligence assistant, including the ChatGPT service, is the responsibility of each user. Under no circumstances shall “URUDATA SOFTWARE” be liable for any damages of any kind arising from the use or inability to use this functionality or the ChatGPT service. 

TERMS AND CONDITIONS OF LICENSE MAINTENANCE SERVICE CONTRACTING

The License Maintenance service is provided to the customer by URUDATA SOFTWARE (ITX S.A.), located at Canelones 1370, 2nd floor, Montevideo, Uruguay.

It is a condition for this service that the client has acquired original licenses of Urudata products and since then has had this service without temporary interruptions. This service is carried out so that the licensed software can be adapted to the new technical requirements and to the advances in the development of the software, for such reason it covers the totality of the licensed software, not admitting partial licenses of any type.

Framework: Within the framework of this service, Urudata provides the Client with all update patches of the licensed software for which the service is contracted that are developed by Urudata within 2 years of the release of the version of the licensed software.

To that effect, the Client shall communicate to Urudata its interest in being provided with the update patches that have been developed no less than 20 days in advance.

Urudata guarantees the existence of update patches for the licensed software up to 2 years after the release of the version to the market, being absolutely irrelevant the moment in which the respective license was granted.

Upon expiration of the 2 years after the release of the licensed software version, Urudata shall have no obligation to continue developing or providing update patches.

Option for new versions: In the event that Urudata develops new versions of the licensed software, the Client shall have the right to substitute the licensed software for the new versions, free of charge, except for any consulting fees that the Client may decide to hire. For such purposes, the Client shall request Urudata to provide the new version of the licensed software no less than 20 days in advance.

When the Client chooses to use the new version of the licensed software, Urudata shall not be obliged to provide upgrade patches for the previous versions, but shall be obliged to provide upgrade patches for the “new version of the licensed software”.

Urudata guarantees the existence of update patches of the new version of the licensed software up to 2 years after its release, being absolutely irrelevant the moment in which the licensed software was chosen to be replaced by the new version of the licensed software.

Upon expiration of the 2 years after the release of the new version of the licensed software, Urudata shall have no obligation to continue to develop or provide upgrade patches.

Use of Software: The Client may use the licensed software, plus upgrade patches or, if applicable, the new version of the licensed software and/or its upgrade patches, only under the licensed conditions, systems and number of users.

Implementation: The implementation service for the implementation of the upgrade patches of the licensed software, or as the case may be, the new version of the licensed software and/or its corresponding upgrade patches, is not included in this contract. All expenses and implementation fees that the customer decides to hire, will be charged to the Customer.

Term: This service has a duration of one year, or the term established in the commercial conditions of sale, if different from one year. The starting date is established in the agreed commercial terms.

Assessment of damages: The damages caused by breach of this contract shall never exceed the price established in the licenses granted to which this service refers.

In no case shall Urudata be liable for the malfunction of the software licensed or provided, which is caused by the misuse of the software by the Client and/or its employees or dependents and/or by the defects or impossibilities of the computer equipment available to the Client, or any infrastructure defect or conditions of the computer center that are inappropriate for the correct operation of the software.