**Terms and Conditions**
These Terms and Conditions (“Terms and Conditions”) establish the conditions for access to and use of the services of Operations Optimization Corp, a company incorporated under the laws of the Republic of Ecuador and the sole owner of VIRSI (“VIRSI”), as well as access to and use of its website, digital platform (the “Platform”), and all services and applications (the “Services”). These Terms and Conditions apply to all visitors, users, and persons who access, contract, or use the Services. The use of the Services implies acceptance of these Terms and Conditions.
**IT IS RECOMMENDED TO READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING THE PLATFORM AND USING AND/OR ACCEPTING THE SERVICES. ANY INDIVIDUAL, WHETHER NATURAL OR LEGAL, WHO DOES NOT ACCEPT THESE TERMS AND CONDITIONS, AS WELL AS THE PRIVACY POLICIES, WHICH ARE MANDATORY AND BINDING, MUST REFRAIN FROM ACCESSING AND USING THE PLATFORM, AND WILL ALSO BE UNABLE TO CONTRACT THE SERVICES.**
These Terms and Conditions constitute a legal agreement between the user and VIRSI, regulating the essential terms and conditions for access to and use of the Platform, as well as the contracting of the Services. If you do not accept these Terms and Conditions, access to the Platform and the contracting of the Services will not be allowed. This agreement, along with its updates, modifications, additional terms, and related policies, constitutes the legal agreement between VIRSI and the user, expressly replacing previous agreements or commitments between the parties. VIRSI reserves the right to terminate these Terms and Conditions and unilaterally cease offering access to the Platform and/or the provision of the Services, either in whole or in part, without the need to invoke any cause, and without giving rise to any claim or compensation.
VIRSI reserves the right to unilaterally modify these Terms and Conditions and/or the Privacy Policies without prior notification or approval.
**FIRST: REGISTRATION. ACCOUNT.**
1.1 To access and use the Services, it is necessary to have an account with VIRSI or create a new account (hereinafter, the “Account”). Access to the Platform and the use of the Services are conditioned upon strict compliance with these Terms and Conditions, as well as applicable law.
1.2 By using the Services and/or accessing the Platform, you agree to be bound by these Terms and Conditions. If you access the Platform or use the Services on behalf of an organization, you confirm that the Organization accepts these Terms and Conditions, acknowledging that you have the authority to represent and commit such Organization. Additionally, you understand and agree that the Services may experience changes without prior notice, whether by evolution, addition, or removal of features.
1.3 Access to and use of the Platform, website, application, and/or any other software developed by VIRSI, as well as the contracting of the Services, are expressly prohibited for minors in accordance with applicable law.
1.4 You assume sole responsibility for all activities carried out in your VIRSI account, including any unauthorized use of third-party data.
1.5 The creation of a VIRSI account may be carried out through registration methods provided by VIRSI unilaterally. You are responsible for creating and keeping your password secure to access your Account. Any unauthorized use or security breach must be immediately reported to VIRSI. You agree not to disclose your password to third parties. VIRSI reserves the right to cancel, suspend, or disable related accounts if it detects or reasonably suspects that they contain matching or related data, without this generating any right to claim by the user.
1.6 Each Account is unique and non-transferable. The use of other users’ and/or clients’ accounts of VIRSI without the corresponding authorization, which must have the approval of said user and of VIRSI in writing, is prohibited.
1.7 You agree that VIRSI will not be liable for any losses or damages suffered by you or third parties as a result of your breach of these Terms and Conditions.
1.8 When requesting the creation of a VIRSI account, you will be asked for certain information (such as contact details, service description, approximate number of clients, etc.) as part of the registration process. You guarantee the truthfulness, accuracy, validity, and authenticity of such data. The provided data will be included in a database for which VIRSI is responsible. VIRSI may verify the information by consulting different public or private databases related to your information and/or data. For more information, see the VIRSI Privacy Policy.
1.9 VIRSI reserves the right, at its sole discretion, to reject or deregister the registration at any time and without prior notice, without this entitling you to any claim or compensation.
1.10 The Services will be provided through a monthly subscription, and payment will be made as established in Clause Four.
**SECOND: USE OF SERVICES.**
2.1 Through the Platform and by contracting the Services, you may interact automatically with third parties or their clients, responding to inquiries from these parties or making inquiries according to their specific instructions.
2.2 Interactions in conversation between you and your clients and/or potential clients through the Services may be unlimited or follow the guidelines you establish. The conversation will be considered concluded in cases of: (a) inactivity by the user for five (5) minutes, (b) referral of the conversation to another channel (external form, telephone operator, etc.), (c) active closing of the conversation by window in the chat; it may also end when the configured dialogue flow reaches its conclusion.
2.3 It is essential that the Services be used in relation to your business. Therefore, the use of the Services for purposes other than those authorized is not allowed. VIRSI may partially or fully suspend your account or cancel the provision of the Services immediately if this condition is breached, without this entailing any right to claim and/or compensation on your part.
**THIRD: USE OF THE PLATFORM.**
3.1 VIRSI has the power to deny or restrict access to the Platform at its sole discretion, without giving rise to claims. VIRSI will not be responsible if you do not have compatible devices for using the Platform and/or contracting the Services. You agree to use the Platform appropriately and legally, in accordance with applicable law, these Terms and Conditions, ethical standards, and public order. By accessing and using the Platform, and during the contracting of the Services, you agree to:
(i) Contract the Service for personal use, acknowledging that you are not authorized or have the power to transfer your Account to third parties.
(ii) Not authorize third parties to use your Account, being responsible for acts performed on your behalf with or without your consent.
(iii) Not transfer your Account to any other person or entity.
(iv) Not use an account that is subject to third-party rights without proper authorization.
(v) Not harm the Service or the Platform in any way or access restricted resources on the Platform.
(vi) Securely and confidentially maintain your password and any identification provided for access and use of the Platform, as well as for the contracting of the Services.
(vii) Not attempt to access, use, or manipulate VIRSI’s data, its clients, affiliates, users, or third parties.
(viii) Not introduce or spread computer viruses or other systems that may cause damage to the Platform and/or devices of VIRSI, third parties, clients, users and/or allies.
(iv) Comply with all applicable legislation for contracting the Services and interacting with your clients and/or potential clients, including the protection of personal data according to the jurisdiction in which you wish to use the Services. (x) Not to sell, dispose of, lend, deliver, license or sublicense, transfer or use, whether in whole or in part, temporarily or permanently, free of charge or against consideration, the Services to third parties without the express written authorization of VIRSI .
(xi) Not use the Services for illegal purposes, in violation of any applicable law or to promote illegal activities. (xii) Not impersonate others through the Services or misrepresent your association with any person or entity in a manner intended to confuse or deceive others.
(xiii) Do not post or upload private or personally identifiable information of third parties without express authorization.
(xiv) Do not send unsolicited communications, promotions, advertisements or spam.
(xv) Not access, manipulate or use non-public areas of the Services, VIRSI’s computer systems or the technical support systems of VIRSI’s suppliers.
(xvi) Do not analyze, scan or test the vulnerability of any system or network or circumvent security or authentication measures.
(xvii) Do not access or search the Services by means other than VIRSI’s public interfaces.
(xviii) Not forge any TCP/IP or email header information or use the Services to send altered, misleading or false information in any way.
(xix) Not interfere with or disrupt the access of any user, host or network, including, without limitation, by sending viruses, spamming or email bombing the Services, or encrypting Customer’s Intellectual Property in a manner that interferes or create an undue burden on the Services. International users agree to comply with all local and international laws regarding acceptable conduct and knowledge. VIRSI may investigate and/or suspend your account in case of violation of any of the above rules. Additionally, VIRSI reserves the right to terminate your account immediately and without prior notice if, in its sole and absolute discretion, it believes that you have violated these Terms and Conditions or have abused the use of the Services. You agree not to use the Services in a manner contrary to good faith, public policy and applicable law.
FOURTH: PAYMENT OF SERVICES.
4.1 The rates applicable to the Service will be those unilaterally decided by VIRSI. You agree that VIRSI will set such rates. The fees for contracting the Services will be charged by VIRSI, and you must make the payment prior to the start of the provision of the Services corresponding to the next monthly or annual cycle (which may not be calendar), as appropriate, by credit card. , bank transfer to an account that VIRSI indicates or any other form of payment to be agreed between the Parties, and VIRSI must issue the corresponding invoice. If you fail to comply with this obligation, VIRSI has the right to deny the provision of the Services without implying the right to compensation or any claim in your favor.
FIFTH: LICENSE.
5.1 Subject to these Terms and Conditions and as long as you have a registered VIRSI account and are up to date with payments for the Service in accordance with the provisions of the fourth clause above, VIRSI grants you a license to use of the Services, which will be non-exclusive and for a limited time to the contracting of the Services, and you may not sublicense it to third parties. VIRSI reserves all rights not expressly granted in these Terms and Conditions, and VIRSI may terminate this license at any time without cause, and without giving you the right to compensation and/or claim. This license does not imply a transfer of any ownership in your favor of the rights of VIRSI.
SIXTH: INTELLECTUAL PROPERTY.
6.1 All right, title and interest in and to the Services (excluding Customer Intellectual Property, as defined below) are and will remain the exclusive property of VIRSI and its licensors. The Services are protected by copyright, trademark and other applicable laws, both in the Republic of Ecuador and abroad. Contracting the Services and the license granted by these Terms and Conditions do not imply, under any circumstances, that you have the right to use the Citabot name and/or any of its trademarks, logos, domain names and other distinctive characteristics. branded. The observations, opinions, suggestions or comments that you may provide in relation to the Services will be merely informative, and VIRSI may unilaterally discard or not such recommendations, as well as use or not use those observations, opinions, comments or suggestions in the manner it deems appropriate. without generating any obligation to you. Without prejudice to the foregoing, VIRSI may include within the VIRSI chat window, or failing that, below the chat window, the VIRSI logo, including a link to the VIRSI website.
6.2 The software used to provide the Services as a whole, as well as each of its component elements, its updates, source code, new versions, processes, images, animations, modules, videos, audio, text, and algorithms or applets incorporated into The same, as well as the printed or electronic or digital format materials that accompany them, and any copy thereof, form part of the intellectual property of VIRSI, who retains all its rights, the use of which is permitted to you within the limits stipulated in these Terms and Conditions. These rights are protected by national and international laws and regulations, as well as international copyright and intellectual property rights laws and treaties. You agree not to remove or delete copyright notices, trademarks, trade names and, in general, any notice found in the documentation relating to it.
6.3 You acknowledge and accept that VIRSI may include you or your Organization within the public list of VIRSI clients, identifying you through the use of its brands, logos and/or trade name.
SEVENTH: INTELLECTUAL PROPERTY OF THE CUSTOMER.
7.1 Among other functionalities, the Services allow you to create, publish or upload information, text, graphics or other materials (hereinafter, the “Client Intellectual Property”) and share them with third parties. You retain ownership of Customer’s Intellectual Property and acknowledge that VIRSI does not and will not assume any liability if users or third parties copy, modify, retransmit or disseminate Customer’s Intellectual Property. You understand and agree that posting of Customer’s Intellectual Property on the Services is not a substitute for registration with the appropriate copyright authority or any other copyright entity. In this regard, you should carefully discuss with your own advisors what you choose to share through the Services.
7.2 You agree not to create, upload or post Client Intellectual Property that: (a) may create a risk of harm, loss, physical or mental injury, emotional suffering, death, disability, disfigurement or physical or mental illness to you as for any other person or any animal; (b) may create a risk of loss or damage to any person or property; (c) is intended to harm or exploit minors by exposing them to inappropriate Customer Intellectual Property, requesting personal or other information; (d) may constitute or contribute to a crime or tort of any kind; (e) contains information or Customer Intellectual Property that is deemed unlawful, harmful, abusive, racially or ethnically offensive, defamatory, invasive of personal privacy, harassing or humiliating to others, libelous, threatening or profane; (f) contains information or Client Intellectual Property that is unlawful (including, but not limited to, disclosure of confidential information by operation of law or pursuant to third party business information); (g) contains information or Client Intellectual Property that you do not have the right to disseminate; or (h) contains information or Customer Intellectual Property that you know to be incorrect or out of date. You agree that any Customer Intellectual Property you post will not violate any rights of third parties, including, without limitation, intellectual property rights or privacy rights.
7.3 VIRSI reserves the right, but is not obligated, to reject and/or remove any Client Intellectual Property that it believes, in its sole discretion, violates these provisions, without giving you the right to any claim.
7.4 You retain ownership of the Client’s Intellectual Property, but you authorize VIRSI to use, copy, reproduce, process, adapt, modify, publish, transmit, edit, translate, display and distribute such Client’s Intellectual Property in connection with the provision of the Services, granting VIRSI a free, non-exclusive and perpetual license over the Client’s Intellectual Property.
7.5 You agree that VIRSI may use the Client’s Intellectual Property, as well as questions and answers, interactions and any content owned by you to improve its understanding and artificial intelligence processes and algorithms. You agree that VIRSI may modify or adapt the Client’s Intellectual Property to transmit, display or distribute it through social networks and/or different media. In addition, you authorize VIRSI to make changes to the Client’s Intellectual Property when necessary, in VIRSI’s discretion, to adapt it to any requirements or limitations of any network, device, service or communication medium, without this giving you the right to any claim.
7.6 VIRSI reserves the right, but is not obligated, to delete or refuse to distribute any Customer Intellectual Property on the Services. Additionally, it reserves the right to access, read, preserve and disclose any information as it reasonably believes is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms and Conditions, including the investigation of possible violations thereof; (iii) detect, prevent or address fraud, security or technical issues; (iv) respond to user assistance requests; or (v) protect the rights, property or safety of VIRSI, its users and the general public.
EIGHTH: USE OF THE CUSTOMER’S INTELLECTUAL PROPERTY.
8.1 Customer Intellectual Property included or to be included in the Services, whether public or privately transmitted by users, is the sole responsibility of the party who originated such Customer Intellectual Property. VIRSI does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy or reliability of any Customer Intellectual Property created, uploaded or published through the Services nor endorse any opinions expressed through the Services. VIRSI does not have the ability to monitor and/or control Customer Intellectual Property created, uploaded or published through the Services, and therefore cannot assume responsibility in relation to such Customer Intellectual Property. Therefore, if you use or depend on any Client Intellectual Property or materials created, uploaded or published through the Services, it will be under your sole responsibility, and you must hold VIRSI harmless at all times for said Client Intellectual Property. Under no circumstances will VIRSI be liable for Customer’s Intellectual Property, loss or damage of any kind incurred as a result of the use of any Customer’s Intellectual Property in the Service.
8.2 You agree that you are solely responsible for your use of the Services, as well as any Customer Intellectual Property that you provide, the consequences thereof, including the use of Customer Intellectual Property by other users and third parties. You understand that if you do not have the right to upload Customer Intellectual Property to the Services, doing so may subject you to legal liability. VIRSI will not be responsible for its use of the Client’s Intellectual Property in accordance with these Terms and Conditions. You represent and warrant that you have all necessary rights, power and authority to grant the rights granted herein to any Customer Intellectual Property that you submit.
NINTH: USE AND WARRANTY OF THE PLATFORM.
9.1 VIRSI does not guarantee the continuity of operation and/or access to the Platform and/or the Services. Consequently, VIRSI will not in any case be responsible for any damages that may arise from (i) the lack of availability or accessibility to the Platform and/or provision of the Services, whether due to failures of VIRSI or beyond it; (ii) the interruption in the operation of the Platform and/or the Services or computer failures, telephone breakdowns, disconnections, delays or blockages caused by deficiencies or overloads in telephone lines, data centers, in the Internet system or in others electronic systems, produced in the course of their operation; and (iii) other damages that may be caused by third parties through unauthorized interference beyond the control of VIRSI.
9.2 VIRSI does not guarantee the absence of computer viruses or other elements on the Platform introduced by third parties other than VIRSI that may cause alterations in its electronic and/or logical systems and/or in the electronic documents and files stored in its systems. Consequently, VIRSI will not in any case be responsible for any damages of any kind that may arise from the presence of viruses and/or other elements that may cause alterations in the physical and/or logical systems, electronic documents and/or files. his.
9.3 VIRSI adopts various protection measures to protect the Platform and the contents against computer attacks from third parties. However, VIRSI does not guarantee that unauthorized third parties cannot know the conditions, characteristics and circumstances under which you access the Platform and/or the Services are provided. Consequently, VIRSI will in no case be responsible for any damages that may arise from such unauthorized access.
9.4 By accessing the Platform and consequently accepting these Terms and Conditions, you declare that you will hold harmless VIRSI, its parent company, affiliates, legal representatives, directors, partners, employees, consultants and agents against any claim arising from the (i) your breach of any provision contained herein in the Terms and Conditions and/or any law or regulation applicable thereto, (ii) breach or violation of the rights of third parties including, but not limited to, other users and/or allies of VIRSI; and (iii) failure to comply with the permitted use of the Platform and the Services.
TENTH: PRIVACY.
10.1 VIRSI is concerned about the privacy of its users and those who access the Platform. VIRSI collects, uses and shares personally identifiable information and non-personally identifiable information as described in its Privacy Policy. You accept that by accessing the Platform and/or using the Services you agree to the collection of such information, and that your personal data will be collected, used, transferred and processed in accordance with the Privacy Policy and legislation. applicable.
ELEVENTH: THIRD PARTY LINKS.
11.1 The Platform and/or the Services may contain links to third party websites, advertisers, services, special offers or other events or activities that are not owned or controlled by VIRSI. VIRSI does not endorse, nor assumes any responsibility for, any of these third party sites, information, materials, products or services. If you access a third-party website from the Services, you do so at your own risk and you understand that these Terms and Conditions and our Privacy Policy will not apply to your use of such sites. You expressly release VIRSI from any and all liability arising from your use of any third-party websites, services or content and agree that your dealings with any third-party websites, services or content are solely between you and such third parties. You agree that VIRSI is not and will not be responsible for any loss or damage of any kind that you may suffer in your dealings with third parties, and you have no right to any claim against VIRSI.
TWELFTH: INDEMNITY.
12.1 You agree to hold harmless VIRSI, its licensees, licensors, shareholders, directors, officers, employees, contractors, agents and users against all claims, damages, obligations, losses, liabilities, costs or debt and expenses (including but not limited to attorneys’ fees) arising from the use and access of the Platform as well as the contracting of the Services, including but not limited to any claim arising from: (a) data or Client Intellectual Property transmitted or received by you, (b ) access or use of the Account and/or the Services by third parties with your username and password, (c) the violation of these Terms and Conditions and/or any applicable rule or regulation.
THIRTEENTH: CONFIDENTIAL INFORMATION.
13.1 You agree to protect as confidential and not to disclose to third parties any Confidential Information (as defined below) received from VIRSI, its related companies or otherwise discovered by you in connection with or in connection with the use of the Platform and /or the provision of the Services. For these purposes, “Confidential Information” means information that is not publicly known and that is used, developed or obtained by VIRSI and/or its related companies, including but not limited to: (a) information, procedures and data obtained and/ or developed by VIRSI or its related companies (including those obtained prior to the date of commencement of the provision of the Services) concerning business or affairs of VIRSI or its related companies, (b) products or services, (c) costs and pricing structures, (d) analysis, (e) business and accounting methods (f) computer software, including operating systems, applications and programming listings, (g) organizational charts, manuals and documentation, (h) all methods of production, processes, technology and trade secrets, and (i) all other similar and related information, in any form. Furthermore, you agree to use the Confidential Information only for the purposes of complying with your obligations under these Terms and Conditions. In order to maintain said confidentiality framework, you agree to take the security measures that you consider necessary and reasonable and that include, at a minimum, those that you use to protect your own confidential information, which may not be less than what is established in the applicable regulations. You must adopt the technical and organizational measures that are necessary to guarantee the security and confidentiality of the Confidential Information, in order to avoid its adulteration, loss, unauthorized consultation or treatment, and that allow detecting deviations, intentional or not, of Confidential Information. , whether the risks come from human action or the technical means used.
FOURTEENTH: RELATIONSHIP BETWEEN THE PARTIES.
14.1 Access and use of the Platform, as well as the provision of the Services, will not constitute you as a legal representative or agent of VIRSI.
14.2 The only relationship between the Parties is that resulting from these Terms and Conditions. It is expressly clarified that neither you nor your employees and/or subcontractors (if applicable) are employees of VIRSI, but are independent co-contractors bound by a business relationship with VIRSI related to the provision of the Services. In this sense, you represent and guarantee that you have adequate experience, structure and personnel to provide your services to third parties and comply with all the obligations assumed under these Terms and Conditions.
14.3 All labor, pension and/or social security obligations that may correspond to you in accordance with the applicable legislation in relation to your personnel will be your responsibility.
14.4 You agree to hold VIRSI harmless from any judicial or extrajudicial claim and/or demand initiated against it by its employees, agents, dependents and/or clients for labor, pension or social security issues.
FIFTEENTH: LIMITATION OF LIABILITY.
15.1 The Services are provided under the conditions established in these Terms and Conditions and in the manner in which they are currently offered. Use of the Services is at your own risk. The Services are provided without warranties of any kind, whether express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose or non-infringement. VIRSI and its licensors do not warrant that: (a) the Services will be available at any time or location, (b) that the Services will be uninterrupted or secure, (c) that any defect or error in the Services and/or in the Platform will be corrected, (d) that the Services will be free of viruses or any harmful components.
15.2 You must immediately notify VIRSI of all failures of the Services and VIRSI will inform You of the nature of the failure of the relevant Service and the foreseeable repair time. In order to restore the Service, you must provide, if necessary, all necessary and reasonable support requested by VIRSI. VIRSI will inform you as soon as possible when the malfunction is not related to the Service. Once the possible fault has been repaired, you will be notified immediately by VIRSI.
SIXTEENTH: MODIFICATIONS. 16.1 VIRSI reserves the right to modify these Terms and Conditions from time to time and will always publish the most up-to-date version on its website. In the event of changes to these Terms and Conditions, which in the opinion of VIRSI, are fundamental, VIRSI may notify you by an additional method (for example through an email to the email address associated with your account). Changes to these Terms and Conditions may be posted on the website or at the URL corresponding to the Terms and Conditions, so you should check those pages regularly. By continuing to access or use the Services after modifications are posted, you agree to be bound by the modified terms and conditions. If you do not agree to the new terms, you must stop accessing the Platform and using the Services immediately.
SEVENTEENTH: TERMINATION
17.1 In the event of termination prior to the expiration of the contracted monthly or annual cycle, you will not have the right to any refund for the amount corresponding to the monthly or annual cycle paid hereunder.
17.2 If either party fails to comply with its material obligations hereunder, and fails to remedy such failure within 30 days of written notice from the other party, the non-defaulting party may terminate the provision of the Services and /or the use of the Platform.
17.3 All provisions hereof which by their nature should survive any termination, including but not limited to those provisions relating to limits of liability, indemnity, warranties or matters relating to property rights, shall survive termination hereof.
