TERMS AND CONDITIONS GOVERNING AGREEMENT FOR ACCESS TO THE SERVICE "DEEPLOUPE" OF BETTER AND FASTER TECH INC.

This document contains the terms and conditions governing the Use and / or Access to the Applications (computerized systems) of the Product / Service DEEPLOUPE of BETTER AND FASTER TECH INC for legal entities or human persons who agree to contract said service / product..

Hereinafter the legal or human entity that agrees to contract the DeepLoupe product / service, that is you, will be referred to as "THE CLIENT" and the company BETTER AND FASTER TECH INC., Will be referred to as "B&F"; and when this document refers to THE CLIENT and B&F together, it may do so as THE PARTIES, and when it refers to any of them according to the context, it will be made as "PART".

 

THE CLIENT declares that agrees and accepts everything established in this document of terms and conditions to access and use the Applications and Systems that constitute the DeepLoupe Product / Service referred in this document / agreement.

 

PREAMBLE

From now on, when reference is made to the whole or part constituted by the B&F Software Applications mentioned herein, it will be made as “DeepLoupe”, whose intellectual proprietor is B&F.

 

Provided that B&F is a company that, among other legal business activities, is dedicated to the sale of Use Licenses, Services of Software Use (SaaS), Information Gathering and Technology Services in General.

 

THE CLIENT, fully identified in the corresponding subscription FORM filled by itself, adheres and agrees to comply with the terms and conditions set forth in this agreement document.

 

THE CLIENT declares and accepts the following:

 

CLAUSE ONE: THE CLIENT expressly acknowledges that B&F only shall provide the Services specified in the option selected and “checked” by THE CLIENT in the FORM, with the specific elements and functionalities offered for such option and abiding by the clauses, terms and conditions established in this document and while THE CLIENT is paying appropriately for such services.

 

Terms and conditions of use.

 

CLAUSE TWO: Access and / or Use of The Service. Subject to the terms and conditions of this document, B&F grants THE CLIENT a limited, non-exclusive and non-transferable right to access / use the Applications of DeepLoupe, for the number of Users listed in the corresponding OPTION selected and paid by THE CLIENT in the registration FORM.

 

Paragraph One: Use of the Applications by THE CLIENT. THE CLIENT may request and / or determine access to the Applications for its Employees, Administrators or Operators and their respective access rights to the applications, according to the "user profiles" and the credentials (User ID and Password) granted to THE CLIENT by B&F.

 

Paragraph Two: Safeguarding of Credentials. B&F will provide THE CLIENT with the credentials required for the Operation / Administration of the Applications and the latter (THE CLIENT) will assign this credentials to its employees-users according to the corresponding user profiles, and must provide B&F with the identities of the users to whom these credentials will be assigned through the means designated by B&F for such purposes. The Credentials may not be shared, nor revealed, nor may they be used by a person other than the one to whom they have been assigned.

 

Paragraph Three: Passwords. The security and integrity of the credentials (Passwords and User’s Id) supplied to the staff of THE CLIENT, is the responsibility of THE CLIENT. B&F is not responsible or liable in any way for any unauthorized or misuse of credentials. If THE CLIENT believes or presumes that the confidentiality or integrity of any of the passwords or credentials has been compromised, or is likely to be compromised, or if THE CLIENT wishes to change passwords or reassign authorizations or credentials, THE CLIENT must immediately contact B&F, after which it will be assigned new passwords and / or credentials. It is established that as long as B&F has not been notified of these events, THE CLIENT will be the sole responsible for the use of the credentials and passwords granted.

 

Paragraph Four: Changes of Passwords. B&F may also enable Applications functionalities for THE CLIENT to carry out password changes or reassign credentials through such functionalities in THE APPLICATIONS.

 

Paragraph Five: Security. THE CLIENT must:

 

  • (a) To restrict the access to the Applications only to those employees (Users) who require to use the Applications, as part of their official duties in the organization.

  • (b) To ensure that none of its employees or Authorized Users (i) get and / or make use of the information obtained through the Applications for personal use, or (ii) transfer any information received through the Applications to any third party, except as permitted in this agreement, and the applicable regulations and law.

  • (c) To take all the reasonable measures to prevent unauthorized access to the Applications, whether in electronic or printed form, by any person or entity other than duly authorized persons.

  • (d) To maintain and enforce the data protection, security, control, and destruction procedures required by laws and regulations to protect the security and confidentiality of all information obtained through the Applications.

  • (e) To take all the measures to protect the computers, networks and computing environments, or those elements used to access the Applications in such a way as to prevent the possibility of "hackers" penetrations or cyber attacks of any nature.

 

Paragraph Six: All information or Data fed or hosted in THE APPLICATIONS by action of the credentials of THE CLIENT are the total responsibility and duty of THE CLIENT; and in no way will THE CLIENT claim, or request any remuneration, payment or benefit for the information provided or data entered to THE APPLICATIONS.

 

Paragraph Seven: Restrictions. The Applications can only be used by THE CLIENT for internal and legal purposes. THE CLIENT should not use the information handled through the Applications in any way other than that permitted by law. THE CLIENT must not provide access of any kind to the Applications to third parties unless it is stated by law or a court order. THE CLIENT must to ensure that each member of its staff who is authorized to access and use the Applications is informed and agrees to comply with the obligations described in this document. THE CLIENT may not use the Applications to offer due diligence or compliance services, or related services, to third parties.

 

Paragraph Eight: Access to information sources. THE CLIENT declares and guarantees that it does not incur in any violation of Laws and Regulations concerned to Data Protection Acts and has no legal impediment to enter, consult, collect, process and use the Information that is obtained from, or provided to, the Applications, and those that comes from the websites, lists or sources of private or public information that feed or receive information from the DeepLoupe Applications.

 

Paragraph Nine: Personal Information of Third Parties. Without limiting the other restrictions established in this document, THE CLIENT declares that shall use the services covered by this agreement just for its own legal business purposes and in compliance with the laws and regulations designed to prevent money laundering, to the extent defined by the laws and regulations of data protection applicable in the country, or countries, in which THE CLIENT operates, and hence is the sole responsible for any violation that its staff commits in this regard.

 

Paragraph Ten: Indemnification and Protection to B&F. THE CLIENT declares and guarantees that in the event that any third party is affected by the use that THE CLIENT or its staff make of the information supplied or collected by The Applications, whether said information is correct or not, it is the sole responsibility of THE CLIENT to face the corresponding consequences; and to all events THE CLIENT undertakes, by itself and with its own means, to face any suing, lawsuit, claim, requirement or compensation that may arise for these reasons, leaving B&F and its staff harmless from any consequence in this regard.

 

DeepLoupe Applications and Elements

 

CLAUSE THREE: THE CLIENT acknowledges, understands and accepts that DeepLoupe and / or the Software elements contracted here for access and / or use, require hardware equipment (Servers, Routers, Switches, among other devices) and Internet connection services (provided by communications companies and other providers other than B&F), which must be contracted by THE CLIENT to connect and / to access the Servers designated by B&F to host the Applications.

 

Technical Guarantees

 

CLAUSE FOUR: Defects. THE CLIENT acknowledges that there is no Company that can guarantee that the Software elements are perfect and do not contain flaws or inefficiencies, for this reason B&F does not guarantee any part of the Software or Hardware that constitutes or supports DeepLoupe. This elements are designed and / or built by human beings with some probabilities of containing flaws or defects. B&F undertakes to serve diligently, and deploying its best efforts to correct any defect, failure or error that may be found in any of the elements that constitute DeepLoupe, provided that it is a defect or failure of the Software developed by B&F.

 

Paragraph One: It is perfectly understood that the DeepLoupe Programs - Software / Applications, developed, modified or used by B&F, may undergo modifications or updates from time to time, to be carried out by B&F, to respond to: 1) improvement needs, legal or regulatory adaptation applicable to B&F, 2) optimization, or 3) security; and said modifications will be executed and notified to THE CLIENT through the use of the Applications themselves or through electronic communications.

 

Paragraph Two: THE CUSTOMER expressly agrees and accepts that any new version (Release) or product update or substitute element that is applied to DeepLoupe may cause a change in the usual behavior of the Applications of DeepLoupe and such change, and even occasional failures or malfunctions (errors), that may derive from such events, are possible and tolerable, and if they happen B&F only is committed to deploy its best efforts to correct such errors, and by no means it may be assumed or presupposed any direct economic compensation or reimbursement of any kind from B&F to anybody, but simply the deployment of the best reasonable effort by B&F to correct the error that has occurred as a result of an update or change of any DeepLoupe’s Element.

 

Contract Scope.

 

CLAUSE FIVE: THE CLIENT agrees and accepts that B&F is in no way limited, or prevented from offering identical or similar services to other clients or third parties.

 

CLAUSE SIX: THE CLIENT acknowledges and accepts, without limitation of any kind, that B&F has the right to use any data and / or information managed by DeepLoupe for the purpose of providing the service it deems most appropriate to any of its clients and / or related parties. THE CLIENT accepts that under no circumstances will claim gratification or compensation for any suggestion, idea, information or data supplied to, or in relation to, DeepLoupe and its Applications.

 

Intellectual Property Rights of DeepLoupe’s Applications and components.

 

CLAUSE SEVEN: THE CLIENT acknowledges and accepts, without limitation of any kind, that B&F is owner and has all the commercial and intellectual property rights, as well as the use, disposition and administration, of the DeepLoupe’s Applications and all its elements and / or by-products, as well as the images, methods, data and other intangible elements of DeepLoupe, including, but not limited to, the "Look and Feel" of DeepLoupe’s Applications.

 

Paragraph One: B&F may allow (in its sole discretion) the incorporation of the LOGOTYPES of THE CLIENT and the Legends in the Formats and Reports that are managed by THE CLIENT in the DeepLoupe’s Applications, together with the "DeepLoupe’s Brand” (Process known as "Customization").

 

Legal Duties and Changes.

 

CLAUSE EIGHTH: THE PARTIES accept and are aware that B&F or THE CLIENT may be obliged to comply with the Laws and / or Regulations applicable under the legislation of the Country (or countries) in which they act and these regulations may be modified at any time, therefore, THE CLIENT or B&F may be obliged to observe and / or comply with certain laws, policies, rules and principles that could force changes to the applications, services or products of DeepLoupe. In the event that B&F must carry out, or decide to accept carry out any special work order from THE CLIENT for the aforementioned causes, B&F will invoice the required services at its ordinary rates, and according to its material possibilities.

 

CLAUSE NINE: THE CLIENT accepts that B&F have the rights to include and / or maintain data for audit trails in relation to the service provided and its processes, in such a way that there be evidence for some forensic and auditing activities. These audit data may be provided by B&F to THE CLIENT or to the appropriate Government entities, as it be requested and available.

 

Paragraph One: B&F will make its best efforts to collaborate with THE CLIENT and / or the competent Authorities for complying with the legal obligations of THE CLIENT, always under the clear understanding that the sole and exclusive party responsible for complying with such legal obligations is "THE CLIENT".

 

Paragraph Two: It is clearly established that any provision or element contemplated in the text of this document does not represent an obstacle to B&F to collaborate with the Authorities in the event of crimes or situations that cause their intervention or motivate any requirement of collaboration.

 

Prices and Taxes.

 

CLAUSE TEN: Charge. THE CLIENT expressly accepts that the Price and charges for the ACCESS / USE of DeepLoupe Applications are those selected by THE CLIENT by marking boxes ("clicks") in the menu of options and / or functionalities that B&F presents to the client on the corresponding website / FORMAT.

 

Paragraph One: All Charges (or Invoices) must be paid in advance, before THE CLIENT accesses or uses the DeepLoupe’s Applications (payment in advance).

 

Paragraph Two: In addition to the prices and charges that apply, THE CLIENT must pay all taxes on sales, imports of services or similar, and any other taxes required by the tax legislation applicable to the THE CLIENT.

 

Paragraph Three: B&F has the right to suspend or cancel the Credentials assigned to THE CLIENT if the payment is not received on time by B&F in full.

 

Paragraph Four: The form and method of payment will be selected by THE CLIENT from the menu of options presented by B&F on its website, or in the corresponding screen FORMAT, when THE CLIENT registers as a B&F’s client or through subsequent updates of its service.

 

Paragraph Five: In the event that B&F grants any refund, discount or rebate, THE CLIENT will be the sole responsible for managing and executing what the applicable tax laws determine. THE CLIENT is obliged to take care of such matters without the participation or follow-up of B&F, and any tax, duty, claim, fine or penalty that may be applied for this concept will be covered entirely and exclusively by THE CLIENT, leaving B&F free from any charge for this concept.

 

Confidentiality

 

CLAUSE ELEVEN: THE CLIENT undertakes not to disclose, discover or inform other third parties, whether human or legal, any type of information or document that directly or indirectly affects B&F. Consequently, THE CLIENT must keep the strictest confidentiality and refrain from disclosing to third parties of any kind or nature, the data, prices, information or results derived from the products or services provided by B&F; Except in cases where it would be required by a competent court of law.

 

Paragraph One: The obligations and / or rights established in this clause will be of a permanent nature and will not cease due to the suspension or termination of this agreement.

 

Paragraph Two: THE CLIENT acknowledges that even this very document, as well as all the information related to the products of B&F, constitutes an industrial secret and / or confidential information. THE CLIENT may not make, or order copies or reverse engineering or similar procedures on them, nor copy the designs, methods, techniques or appearances ("Look and Feel") of any of the components of DeepLoupe. THE CLIENT recognizes that breach of the provisions of this clause is an act of bad faith against B&F, activating the assumptions and actions contemplated in the applicable Laws.

 

Validity and Termination

 

CLAUSE TWELVE: Term of Validity. The Service contracted under the present agreement starts the date THE CLIENT subscribed and paid the DeepLoupe service and will continue valid during the term established in the option selected by THE CLIENT. At the end of the term, the service will be automatically renewed and collected unless B&F or THE CLIENT decides NOT to renew the service; In the absence of any notification between the Parties, the agreement will be automatically renewed ("Renewal Term"), until it be terminated, as provided in this document.

 

Paragraph One: Termination for justified cause. B&F may immediately terminate this Agreement, in the event that THE CLIENT incurs in material breach of this Agreement and it is verified by B&F.

 

Paragraph Two: Termination By Missing Payment. Not withstanding the provisions of this clause, the DeepLoupe service agreement will be terminated upon reaching the end of the initial Term, or at the end of the Term of any renewal term, if the corresponding payment is not received on time by B&F for whatever reason.

 

Paragraph Three: Termination by B&F without justified cause. B&F may refrain from renewing this Agreement notifying THE CLIENT its decision of NOT RENEWAL with Five (5) or more days in advance of the ongoing term.

 

Software and Information Protection

 

CLAUSE THIRTEEN : THE CLIENT declares that is aware of B&F has included security elements, known as “Anti-Tampering”, “Watermarks” and Safety and Protection elements in DeepLoupe, with the purpose to have forensic trails to prevent that DeepLoupe’s Software to be misused or used without authorization

 

Paragraph One: If THE CLIENT is a victim, or suspects to be, of acts of data theft, software piracy, or technology espionage by any Third Party (Employee or not of THE CLIENT), it (THE CLIENT) is obliged to notice B&F immediately. Likewise, THE CLIENT undertakes to support B&F, and to make common cause in the process for the legal prosecution of such Third Party and claim the corresponding compensation for B&F.

 

Not Guarantee of The Applications about the Anti Money Laundering Tasks

 

CLAUSE FOURTEEN: The DeepLoupe’s Applications, in their functions of Support to the Prevention of Money Laundering (Anti Money Laundering), provide certain information about persons and entities, which in some cases may come from numerous public and / or private sources located throughout the world (Internet Sites). THE CLIENT understands and acknowledges that B&F does not editorialize this content, nor does guarantees that the information or source used is accurate or free of errors. The DeepLoupe Applications does not intend to constitute, and does not constitute, the Anti-Money Laundering and due diligence process that the law imposes to THE CLIENT. DeepLoupe does not provide any particular compliance or due diligence advice with respect to any person or entity; rather, DeepLoupe is simply a Help Tool for the Due Diligence process.

All the assumptions, inferences or conclusions that are derived or deduced from the content of DeepLoupe are responsibility of THE CLIENT. Much of the content of the Applications comes from sources not under the control of B&F and are not necessarily endorsed or supported by B&F. The accuracy, completeness, adequacy or validity of the Content of the Information collected is not guaranteed by B&F. All Content in the Applications is provided "as is" and the use of the Applications is at the sole risk and responsibility of the user.

 

Paragraph One: Special Disclaimer for DeepLoupe content. THE CLIENT acknowledges and declares that the content of the DeepLoupe’s Applications is obtained from public or private sources that are legally and rightfully accessible to THE CLIENT (and so has been verified by THE CLIENT), or this content come from the THE CLIENT's own employees, providers or customers, and may contain inaccurate or erroneous information. In addition, THE CLIENT understands and agrees that B&F does not guarantee that it has been included all relevant parts of every piece of information, and that some portions of the content of the applications and their data may be taken out of the context which it originally were collected. THE CLIENT accepts that B&F will not be responsible and does not assume any responsibility for any infringement, error, assumption, misstatement, defamation, slander, omission, falsehood, obscenity, pornography or profanity in the search results of the Applications, since DeepLoupe is simply accessing that information via the internet in a legal manner and has no opinion on its veracity or quality, and THE CLIENT declares that exempts B&F from any liability for the use or interpretation made of said information.

 

CLAUSE FIFTEEN: B&F rejects all kind of responsibility for any loss, injury or damage resulting or derived from the use that THE CLIENT or its staff make of the applications or the data, including those derived from: (i) any error or omission of the origin website or its content, (ii) the unavailability of the DeepLoupe’s applications or any part of them at any given time.

 

Paragraph One: In no event will B&F be liable for: (i) damages (be it incidental, indirect, special, punitive or consequential); (ii) loss of income, profits or savings; Interruption of use of the applications; (iii) fines or penalties applied to THE CLIENT.

 

CLAUSE SIXTEEN: THE CLIENT accepts and agrees to indemnify, defend and support B&F, as well as B&F officers, directors, and employees, against all losses, expenses, damages and costs, including attorneys' fees, as a result of the improper use of the information supplied or managed by the DeepLoupe Applications made by the THE CLIENT’s staff, as well as of any claim or action of a third party that arises or is related to the use of said Information by THE CLIENT or its employees or end users.

 

Special Considerations

 

CLAUSE SEVENTEEN: Addressing of violations. THE CLIENT agrees that, to ensure compliance with applicable law and B&F policies, B&F is entitled to carry out periodic audits of THE CLIENT activity and may request documentation about the use of DeepLoupe and the searches carried out, and THE CLIENT agrees to fully cooperate with said audits. B&F reserves the right to investigate complaints or reported violations in the use of DeepLoupe and to take any action that B&F deems reasonably appropriate in response to such violations, including, but not limited to, to revoke credentials and to report any illegal activity to law enforcement officials, as well as to disclose any information to the authorities to cease such violations.

 

CLAUSE EIGHTEEN: Force Majeure. None of THE PARTIES shall be considered in breach of any provision of this agreement to the extent that the fulfillment of its obligations, or attempts to remedy any breach, is prevented by "Force Majeure", like the civil or military authorities mandate, war (declared or not), pandemic, strikes, labor disputes, fire, earthquake, transportation interruption, natural disaster, or any other event beyond the reasonable control of the PARTY affected by such event. THE PARTY that is prevented from fulfilling its obligations due to a Force Majeure event must notify the other PARTY about the occurrence of the Force Majeure event immediately after its discovery, and will do everything possible to resume the fulfillment of the affected obligations when the cause of such non-fulfillment be ceased.

 

Understanding of some terms and words of this Contract

 

CLAUSE NINETEEN: THE PARTIES expressly declare that they understand and recognize the designations and words used in this document, with full binding effects for them; stating for this purpose, that the titles assigned to the clauses only constitute general references that do not describe their total comprehension. THE PARTIES agree that the meaning of the following expressions, just imply a basis for understanding such expressions, since they must be interpreted according to its broader sense, namely:

  1. CONFIDENTIAL INFORMATION: any piece of information of industrial, commercial or legal application that belongs to one PARTY and that it has not provided as "Of Public Use" which may be provided by means of various kinds, as computer programs, databases, electronic documents or design ideas, whose access is restricted only to the inquiry or knowledge of authorized persons. It is understood that without the need for any notification, if there is any doubt for any of THE PARTIES regarding whether any information is confidential, it must be treated as confidential and, therefore, it will be subject to the confidentiality terms of this document.

  2. DISCLOSURE: All dissemination, communication, publication and / or disclosure, in any form and to any person, of the confidential information received or to which any of THE PARTIES has had access due to this agreement.

  3. MISAPPROPRIATION or UNDUE APPROPRIATION: Any action taken by THE CLIENT or by any third party, to appropriate, benefit or use without authorization of B&F any piece of information put under their knowledge by B&F, even if do not profit from such an event.

  4. GRANTED ACCESS means to view, use, display and / or print only for the purposes of internal commercial uses of THE CLIENT, the information obtained and / or managed by DeepLoupe. Any USE, other than the one indicated, will be considered MISUSE of the DeepLoupe’s Applications.

  5. REVERSE ENGINEERING. Technical process through which it is tried to decipher and / or study programs or equipment with the purpose of making them intelligible to unauthorized third parties to copy their designs, structures, instructions or commercial and / or technical secrets.

  6. CUSTOMIZATION. Activity or process related to the adaptation of a Software Product to the particular requirements or needs of a client, location or geographic region.

  7. APPLICATION. Any piece of Software dedicated to performing specific tasks or functions.

  8. DeepLoupe are the Applications, Systems, Methods and elements that constitutes the object of this agreement.

  9. WATERMARKS. It refers to special routines or programs that are introduced into an Application or Software or Outputs of them, with the purpose of identify it and facilitate the control of unauthorized copy or use of said Software. The function of Watermaks is to prevent, as far as technically possible, the copying or "piracy of software" and to leave traces of such illegal acts.

  10. ANTI-TAMPERING. It is known as those mechanisms used to prevent the copying and / or unauthorized use of pieces of software, even if those pieces of software are supplied in object code only.

  11. APPLICATION CONTENT: Refers to any data, text, images and information handled by DeepLoupe’s Applications.

  12. AUTHORIZED USER (S): Means a person or entity that has a user name and password (credentials) that allows said user to access the functionalities and information available in (or through) the DeepLoupe’s Applications.

  13. PASSWORD: It refers to the access code or the combination of access codes provided to an Authorized User so that said user can access the Use and / or Content of any Application.

  14. THE CLIENT: Person or entity that accepts and adheres to everything specified in this document, whose consent is expressed by checking the appropriate box in the corresponding electronic format.

     

Conflict Resolution, Applicable Law and Competent Courts

 

CLAUSE TWENTY: No Waiver. The failure or delay by any of THE PARTIES in the exercise of any right or remedy shall not constitute a waiver of such right or remedy.

 

CLAUSE TWENTY ONE: Any controversy or legal dispute that arises in relation to this contract, will be submitted to the courts of the city of Miami, state of FLORIDA, United States of America. The law applicable to this contract will be that of the state of FLORIDA, United States of America.

 

CLAUSE TWENTY TWO: THE CLIENT declares and accepts that this agreement and its Terms and Conditions may be unilaterally modified, from time to time, by B&F at is sole discretion, and B&F just needs to notify the modifications via email (email), or through messages displayed in The Applications themselves. THE CLIENT is entitled to accept such changes or proceed to rescind this contract according to the periods and terms contained in this document. If THE CLIENT does not rescind this contract within a period of thirty (30) days from the date on which it has been notified, it is understood that THE CLIENT accepts and agrees with all the modifications made.

 

Physical and Email Addresses.

 

CLAUSE TWENTY TWO: THE PARTIES, for all the purposes of the execution of this contract, make their choice of legal address at the following places:

B&F: Office 1601, 16th Floor, LATITUDE Building, City of Miami, State of FLORIDA, United States of America, Email address contact@betterNfaster.com.

 

THE CLIENT: In the location of its legal address specified in the corresponding self-registration FORMAT and the email address provided in said format. In the event of any change of physical or email address, THE CLIENT is committed to give immediate notice to B&F by updating its data in the corresponding WEB Application's FORMAT.