Terms and Conditions

This Terms of Services (the TERMS) establish the conditions of use of the services provided in the Prometo API Platform by QUALIA FINTECH SRL, a company duly constituted in accordance with Uruguayan laws, domiciled at Sarandí 594, Office 203, Montevideo (hereinafter referred to as “PROMETEO”).

The “USER” must agree to abide by the terms of service in order to use the offered service.

DEFINITIONS:

“PROMETEO” refers to QUALIA FINTECH SRL the company specialized on the development of the IT services, focused in developing application programming interfaces (API) which are made available via the Cloud.

“CLIENT” or “USER” refers to the person or entity that subscribes to Services or purchases Services subject to these Terms of Service.

“PARTIES” refers to the relationship estiblised by this agreement between to PROMETEO and the USER / CLIENT.

“PROMETEO API Platform” refers to the specific website through which the user will access the services provided by PROMETEO.

“WEBSITE” refers to the website of PROMETEO: www.prometeoapi.com 

ARTICLE 1. SERVICES

  1. The purpose of this Agreement is to regulate the conditions under which the CLIENT will be provided the services by PROMETEO .

  1. The services consist in granting the CLIENT access to “Prometeo API Platform”, which is a PROMETEO offered Cloud Service. A Cloud Service is a service that is made available via a network. The CLIENT will hire the Services as described in the WEBSITE. Services shall be available 365 x 24 x 7, except for maintenance (the “Service” or “Services”). The Client will be previously notified of coordinated maintenance. Depending on the urgency of the technical issues, the corresponding technical support, with different service level commitments will be provided.

  1.  All necessary facilities, workforce, equipment, software, and resources to provide the Services, as well as user guides and documents to help the CLIENT’s use of the Service will be provided by PROMETEO.

  1.  Hardware, software and connectivity to access and use the Service, including any CLIENT-specific required URL and related certifications will be provided by CLIENT.

  1. The CLIENT’s access to the Service will be limited to the extent of the authorizations acquired in accordance with what is established in the WEBSITE. The access and subsequent use to the Services with the credentials of the CLIENT’s PROMETEO account by any user will be the responsibility of the CLIENT. No Service may be used in any jurisdiction for Content or activities which are illegal, indecent, rude, derogatory or harmful, such as causing interference with or violating the network’s or system’s security or integrity; including filter evasion, unsolicited, abusive or deceptive message, viruses, malware, corrupted codes or any other submission that violates third party rights.

  1. The CLIENT may not:

a) apply backwards engineering to any part of the Services;

b) create a CLIENT-owned commercial product marketed by the CLIENT to end user customers by combining the Services with CLIENT added value, unless the PARTIES otherwise agree; and

c) assign or resell part or all of the access to the Service, with the exception provided in Clause 10.3.

  1. PROMETEO, at its own discretion, may change the Services as detailed in the WEBSITE, including its published descriptions and data security and privacy guidelines.

The Services will only be modified to:

  1. improve and clarify existing commitments,
  2. keep up to date with applicable standards, laws and regulations; and
  3. include additional components and features.

In no way will the modifications downgrade the performance or security of the Services. Any and all modifications will be notified to the CLIENT on thirty (30) days-notice, to both its email and upon access to the Prometeo API Platform. Notwithstanding the above, there will be no notices in cases in which immediate modifications are required.

  1. PROMETEO may withdraw a Service with six (6) months’ notice. PROMETEO will continue to provide the CLIENT the withdrawn Services for the remainder of Customer's remaining term or support Customer in migrating to another generally available Service within the aforementioned term.

  1. PROMETEO is only an independent technology provider and shall remain at all times in the contractual position of service provider with respect to CLIENT and PROMETEO agrees and covenants that it shall not interfere in the commercial relations of CLIENT in any form whatsoever. PROMETEO’s directions, instructions, or guidance regarding the usage of the Services shall not constitute medical, clinical, legal, accounting, consulting or any other kind of professional advice, with the exception of those mentioned in clause 3.2. CLIENT will be responsible for its use of PROMETEO Services and non-PROMETEO Services.

  1. This Agreement is not intended to create any employment, agency, partnership, or joint venture relationship, whichever its legal form, between the parties. Furthermore, this Agreement shall not be construed as an appointment of PROMETEO as an agent or representative of the CLIENT or vice versa, nor will either party represent itself as agent nor represent itself as having any power or authority to conclude any contract or to incur any obligation of any nature, express or implied on behalf of the other party.

ARTICLE 2. FEES, COSTS AND TAXES

2.1        Fees.  For the provision of the Services as provided for in this Agreement, CLIENT will pay PROMETEO the fees established (or determined based on the fees or rates established) on the following link www.prometeoapi.com/fees which shall include charges for uses that exceed the authorizations. All charges will be invoiced in arrears. CLIENT will not owe PROMETEO payment of any fees or expenses related to the Services that are not expressly established in the stated link.  

  1. The fee will be paid by CLIENT to PROMETEO no later than 10 business days after the invoice is issued. If any payment is not made when due, CLIENT shall be in default by the mere lapse of time, without any further notice and CLIENT will pay to PROMETEO an interest over the amount due at the rate of 1% per annum, to be calculated from the date the respective amount is due and payable.
  2. CLIENT will pay the Services Charges due to PROMETEO under this Agreement in the bank account specified by PROMETEO, the bank account must be held under PROMETEO’s name.

2.2        Pricing Adjustments. The agreed Fee Schedule (as outlined on the link) will be applicable between the PARTIES for the provision of the Services agreed (as outlined on the WEBSITE), for as long as such fee schedule remains in effect. Taking into consideration that software systems and their security needs are constantly improving – both quality and expense wise – PROMETEO, with a ninety (90) day notice to the CLIENT, may increase or decrease such fees for the Services.

2.3        Pricing Adjustments. The agreed Fee Schedule (as outlined on the link) will be applicable between the PARTIES for the provision of the Services agreed (as outlined on the WEBSITE), for as long as such fee schedule remains in effect. Taking into consideration that software systems and their security needs are constantly improving – both quality and expense wise – PROMETEO, with a ninety (90) day notice to the CLIENT, may increase or decrease such fees for the Services.

2.3        Taxes.  All Service Charges set forth herein shall be made free and clear of, and without deduction for, any present or future taxes, levies, deductions, withholdings, or similar charges imposed under any applicable law, except to the extent required by law.  If, nevertheless, PROMETEO or the CLIENT shall be required to deduct or withhold any amount from such Service Charges, then the invoice amount shall be increased as necessary so that after making all required deductions or withholdings, PROMETEO receives an amount equal to the sum it would have received if no such deductions or withholdings had been made.

ARTICLE 3. TERM AND TERMINATION

3.1         This Agreement shall become effective as of the execution date hereof and remain in full force for while using the Service or the agreed term and any extension thereof are used, unless terminated earlier in accordance with the clause 3.3.

3.2         The CLIENT’s access to the Prometeo API Platform may be suspended or limited to the necessary extent by PROMETEO, should PROMETEO determine there to be a breach in Accordance with this Agreement. If there is a reasonable solution for the cause of suspension or limitation PROMETEO will notify the CLIENT on the steps to be taken to recover full access to the Prometeo API Platform. Failure by CLIENT to take such steps will allow PROMETEO to terminate the Agreement in accordance with clause 3.3.

3.3        Any party may terminate this Agreement without cause, by giving the other party written notice of such termination at least thirty (30) days prior to the date on which such termination is intended to be effective. Furthermore, this Agreement may be terminated by any of the parties with immediate effect by written notice upon the occurrence of any of the following:

  1. If the other party ceases to do business, or otherwise terminates its business operations; or
  2. If the other party breaches any provision of the Agreement and fails to cure such breach within ten (10) calendar days of written notice describing the occurrence of a breach hereof; or
  3. In the event that (a) the other party becomes insolvent, enters into receivership, is the subject of a voluntary or involuntary bankruptcy proceeding, or makes an assignment for the benefit of creditors; or (b) a substantial part of the other party’s property is or becomes subject to any levy, seizure, assignment or sale for or by any creditor or governmental agency.

3.4        Notwithstanding the above, the CLIENT may terminate a Service on a thirty (30) day written notice upon the occurrence of any of the following:

  1. A government or regulatory agency issues a written recommendation upon a legal or Services change;
  2. PROMETEO’s modifications to the Services’ systems environments would make the CLIENT non-compliant with applicable laws; or
  3. PROMETEO’s modifications have a material adverse effect on the CLIENT’s use of the Services, provided CLIENT is so notified and PROMETEO has ninety days to work alongside CLIENT to reduce such effects.

Any prepaid amounts corresponding to a period after the termination shall be refunded by PROMETEO to CLIENT. If the CLIENT early terminates this Agreement for any reason, then the CLIENT shall pay PROMETEO all unpaid amounts due for Services completed prior to notice of termination.

 

ARTICLE 4. PROPRIETARY RIGHTS

4.1               It is hereby expressly established that PROMETEO is engaged by CLIENT to provide solely the Services formerly described in Article 1 of this Agreement, by which PROMETEO will use pre-existing proprietary methodologies, tools, models, software, procedures, documentation, know-how and processes of its sole property, which also are used concomitantly to provide services for third parties.  Consequently, such PROMETEO Materials and the Intellectual Property rights related to such Services, will remain PROMETEO’s property, to the fullest extent permitted under Applicable Law, including, and not limited to the Intellectual Property rights related to the Prometeo API platform.

4.2             The CLIENT hereby acknowledges that PROMETEO may or will integrate certain third party’s services and licenses not granting and assigning the CLIENT any Intellectual Property right or interest over them.

ARTICLE 5. LIMITATION OF LIABILITY

5.1        Except to the extent otherwise expressly provided in this section, neither party is liable to the other party (including any person or entity claiming through the other party) for the other party’s lost profits or special, incidental, indirect, consequential or exemplary damages arising out of or in any manner connected with this agreement or its subject matter, regardless of the form of action and whether or not the non-claiming party has been informed of, or otherwise might have anticipated, the possibility of damages.  The limitations of liability set forth in this article or elsewhere in this agreement d not apply to, or take into account, damages: (i) resulting from the gross negligence, bad faith or the willful or intentional misconduct of a party or its personnel, (ii) stemming from personal injury, death, or property damage caused by a party or its personnel, (iii) arising from claims for which either party has agreed to indemnify the other party under this agreement or (iv) arising from either party’s breach of its obligations under this Agreement.

5.2        In the occurrence of points (i), (ii), (iii) or (iv) abovementioned and if corresponding, PROMETEO will indemnify CLIENT up to the amount of all charges paid (if recurring charges, up to twelve (12) months’ charges) for the service subject to claim or fifty thousand United State Dollars (USD 50.000), whichever is the lesser, regardless of the basis of the claim.  

5.3        CLIENT will, upon first request, keep PROMETEO harmless and indemnify PROMETEO from any and all claims filed against PROMETEO by any third party in relation to this Agreement and the transactions contemplated thereby.

ARTICLE 6. REPRESENTATIONS AND WARRANTIES

6.1        Each party represents to the other party that: (a) the execution and delivery of this Agreement by each party has been duly authorized and performance by each party shall not result in the breach of any provision of any charter, bylaw or agreement to which each party hereto is a party or by which it is bound; and (b) this Agreement constitutes a valid and binding agreement.

6.2        CLIENT represents, warrants, and covenants that it will use the Service provided by PROMETEO hereby hired in accordance with the Terms and Conditions outlined in this Agreement, which will be uploaded on PROMETEO’s webpage.

6.3             PROMETEO represents, warrants, and covenants that the Services provided to the CLIENT in connection with this Agreement will be provided in a timely and professional manner, using commercially reasonable care and skill by qualified and skilled individuals with appropriate expertise, in accordance with the applicable Agreement and WEBSITE dispositions, including any completion criteria, and in conformity with standards generally accepted in PROMETEO’s industry and the financial services industry. PROMETEO further warrants that Project Materials will comply with the Agreement and WEBSITE disposition at the time of delivery.

6.4        Notwithstanding the above and what will be established in the WEBSITE, due to the nature of the Services – such as banks non-business hours when its information is unavailable –, and especially when services are sourced from third parties, PROMETEO does not warrant an uninterrupted or error-free performance of a PROMETEO Service. Neither PROMETEO warrants that it will correct all defects or prevent third-party disruptions or unauthorized third-party access to the Prometeo API Platform.  These warranties shall be the only warranties from PROMETEO and replace all other warranties, including the implied warranties or conditions of satisfactory quality, merchantability, non-infringement, and fitness for a particular purpose. None of PROMETEO’s warranties will apply in case of non-compliance with PROMETEO’s instructions or misuse, modification or damage not caused by PROMETEO. Preview and non-PROMETEO services will be sold under the Agreement as-is, without warranties of any kind. Third parties may provide warranties of their own to CLIENT.

6.5        If PROMETEO fails to provide the Services as warranted and the CLIENT so notifies PROMETEO within thirty (30) days following the date PROMETEO declares the Services to have been completed, then PROMETEO will re-perform the Services at no additional charge.  If PROMETEO is unable or unwilling to re-perform the Services as warranted, then CLIENT is entitled to recover the fees paid to PROMETEO for the deficient Services.

ARTICLE 7.  CONTENT, DATA PROTECTION AND CONFIDENTIALITY 

7.1        Upon registration as a User of the Prometeo API Platform the CLIENT shall complete a form and attach the requested backup documents by PROMETEO, as will be duly requested by the means PROMETEO considers appropriate (including email, phone, web site, among others), so as to comply with its Know Your Customer (KYC) and Anti Money Laundering (AML) policies (the “KYC”). Once the KYC has been analyzed, including independent third-party information searches, and should it not comply with PROMETEO’s minimum AML acceptable standards, the CLIENT will be notified that it will be unsubscribed from the Platform, or if deemed appropriate and/or necessary, PROMETEO reserves the right to require from the CLIENT additional information or an extension on the provided documents. It is hereby established that the Services provision is subject to the successful compliance of the KYC and AML policies set at the discretion of PROMETEO. The KYC, including the CRS Self-Certification forms, will require the following mandatory information:

  1. Individual/ Entity  
  2. Individual Name/ Entity Name
  3. Complete name of the legal representative
  4. Country in which the Entity is incorporated
  5. TIN
  6. Contact number
  7. Antiquity of the Entity
  8. Number of Employees of the Entity

7.2        The KYC may be updated from time to time and, in accordance with clause 7.2, any major change of the CLIENTS KYC or at the discretion of PROMETEO, the Service may be suspended for non-compliance with the AML requirements.

7.3        For the provision of the Service, the CLIENT will provide PROMETEO with content, data and information. The CLIENT hereby represents and warrants that all the content, data and information provided to PROMETEO, since registration and throughout the term and duration of the Agreement, shall be true and correct. The CLIENT shall keep up to date and notify PROMETEO of any changes on the content, data, and information within three (3) days of becoming aware of the changes. The CLIENT is responsible for any failure in the provision of the service, damage or harm the rises from a failure to notify such changes.  CLIENT’s failure to comply with this obligation will trigger clause 3.2.

7.4        The CLIENT will be responsible for and instruct PROMETEO as for the applicable treatment and regulation and data processing methods of content, data and information provided by the CLIENT. PROMETEO will only process the data in accordance with the CLIENT’s instructions.

7.5        When an applicable law or regulation so requires it, the PARTIES may enter into an additional agreement regarding protection of personal data or regulated personal data included in the content, data and information provided by the CLIENT, in the form prescribed by the mentioned law or regulation.

7.6        The PARTIES may disclose, exchange, or share content, data and information, which by standard practice of the Services requirements will be deemed as basic information. The content, data and information obtained by the Receiving Party from the Disclosing Party, will not be considered nor treated as confidential property of the Disclosing Party (“Confidential Information”), unless it is expressly identified as confidential in writing at the time of disclosure. No information will be considered to be reasonably known by the Receiving Party as Confidential Information neither due to its nature nor the circumstances surrounding its disclosure.

7.7        Notwithstanding the above, certain information may be specified WEBSITE as confidential and shall be considered and treated as such.  

7.8        Any and all templates, schematics, processes, or technical documentation provided by PROMETEO shall be deemed Confidential Information and proprietary information of PROMETEO without any marking or further designation. CLIENT may use such information solely for its own internal business purposes.

7.9         CLIENT undertakes such information and data will only be disclosed to such employees that have a need to know such information and data and that have undertaken in writing to keep such data and information strictly confidential.

7.10        PROMETEO, its affiliates and the contractors, may store and process business contact information of the CLIENT, its staff and authorized users – such as name, business contact number and email, address and user ID for business dealings – wherever the former do business.

7.11        In accordance with Uruguayan Law N 18.331, the CLIENT agrees that all the content, data and information within the registration process as USER on the WEBSITE, will be used and stored to create a data base for the provision of Services by PROMETEO. Furthermore, the transfer of content, data and information will be authorized in accordance with article 28 of Law N 18.331.

7.12        All of the content, data and information above mentioned will be treated in accordance with Personal Data Protection and Privacy Policies.

ARTICLE 8. COMPLIANCE WITH LAWS

In performing the services pursuant to this Agreement, each of the parties agrees:

  1. to perform such services in accordance with the procedures, priorities and other schedules mutually developed and agreed upon by the parties hereto from time to time with respect to each such service;
  2. to perform such other customary duties, furnish such other reports and execute such other documents in connection with its duties hereunder, as the CLIENT from time to time may reasonably require;
  3. to submit to regulation and examination by applicable regulatory authorities to the same extent that the CLIENT would be subject to such regulation and examination if the Services to be performed pursuant to this Agreement were performed by the CLIENT; and
  4. to perform the services in compliance with applicable legal and regulatory requirements.

ARTICLE 9. FORCE MAJEURE

Neither party shall be liable for damages resulting from delayed or defective performance to the other party when such delays arise out of causes beyond the control and without the fault or gross negligence of the aggrieving party. Such causes may include, but are not limited to, Acts of God or of the public enemy, terrorism, acts of the State in its sovereign capacity, fires, floods, earthquakes, power failures, computer failure and any such circumstances beyond its reasonable control as may interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labor disputes; acts of civil or military authority; governmental actions; or inability to obtain labor, materialequipment or transportation.

ARTICLE 10. ASSIGNMENT 

10.1        The Parties agree that PROMETEO may subcontract part or all of the services to be provided under this Agreement provided that any subcontractor shall be bound by the terms of this Agreement. PROMETEO shall remain responsible for all the Services rendered under this Agreement by the appointment of such subcontractor. Furthermore, PROMETEO shall be responsible, for all acts of such subcontractor as if such acts were its own, to the extent provided in Clause 5.1. All CLIENT payments for Services rendered shall be made directly to PROMETEO and PROMETEO shall be the only party responsible for all payments to subcontractors.

10.2        No provision of this Agreement shall be deemed waived, amended or modified by any party, unless such waiver, amendment or modification is in writing duly executed by authorized officers of each party hereto. The waiver of one default under this Agreement by any party shall not constitute a waiver of subsequent similar or dissimilar defaults.

10.3         This Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the PARTIES hereto, whether by operation of law or otherwise, unless such assignment is agreed in writing duly executed by authorized officers of each party hereto. Subject to the preceding, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

ARTICLE 11. SEVERABILITY 

If any provision of this Agreement or the application thereof is held invalid or unenforceable to any person or circumstance to any extent, the remainder of this Agreement and the application of that provision to other persons or circumstances will not be affected thereby, and that provision shall be enforced to the fullest extent permitted by law. Furthermore, the parties shall negotiate in good faith with a view towards substituting thereof a suitable and equitable solution in order to carry out the intent and purpose of such invalid provision.

ARTICLE 12. NOTICES

Any notice that may be required to be given to PROMETEO will be deemed duly given in writing when delivered to the following email address info@prometeoapi.com and to the CLIENT to the email address indicated in the checkbox upon registration.

ARTICLE 13. GOVERNING LAW, VENUE 

13.1        This Agreement and any and all agreements further thereto shall be exclusively governed by and construed in accordance with the laws of Uruguay.

13.2         Any and all disputes and controversies resulting or arising from this Agreement, shall be exclusively brought before and resolved by the competent courts of Montevideo, Uruguay, unless PROMETEO, at its sole discretion, decides to bring the case before the competent courts in the country were CLIENT is domiciled.