Disclaimer: The document provided is a translation from the original in Spanish. While every effort has been made to ensure the accuracy of the translation, discrepancies may occur due to linguistic and cultural differences. The original Spanish version should be consulted for any official or legal purposes. You can see the original document here
TERMS AND CONDITIONS OF USE FOR RETRY PAY SOFTWARE
THROUGH DIGITAL PLATFORM OR WEB APPLICATION
The following Terms and Conditions of Use (the “Terms”) constitute the entire agreement between Retry Pay, S.A.P.I. de C.V., its subsidiaries and/or affiliates, and/or its related parties (“RETRY PAY”), who are the rightful owner or authorized to market and use the RETRY PAY Software for access via the web or through the mobile application (the “Platform”) located at Avenida Hidalgo number 1995, interior 7-09, Colonia Ladrón de Guevara, C.P. 44600, in Guadalajara, Jalisco, Mexico (the “Address”), with the website www.retrypay.com (the “Site”) and with the contact email address email@example.com (the “Email”); and the individual and/or legal entity accessing it.
“The use of the Platform by any person implies the status of Commerce (“The Commerce”) and implies their full and unconditional adherence to these Terms and Conditions.”
By using our platform, you fully accept these terms and conditions and commit to providing the data and documentation requested in our order for specific conditions of service or any other that our staff requests if necessary.
If you do not agree with the paragraphs above, we kindly ask you not to continue using our platform.
With the aim of providing a tool that allows you to optimize the online payment transactions of your business, RETRY PAY makes available a transaction routing platform between The Commerce and different third-party payment processors or methods of payment (the “Third-Party Payment Processors”) centralized in a single technical implementation.
The Commerce acknowledges that, as the Platform is a communication tool, RETRY PAY does not guarantee the effective resolution of all the Commerce’s needs.
The Services are provided in the Software as a Service mode (the “SaaS”), which means that The Commerce receives the services in the cloud (as defined below), by creating the profile and password of their account and granting the access credentials, that RETRY PAY grants to The Commerce for this purpose. The Platform will initiate communication with the Third-Party Payment Processors, with which The Commerce previously has a contract or which has been contracted through RETRY PAY, with the purpose in both cases, of providing access to the execution of transactions of its customers in the priority order of use of said processors, or payment methods arranged by The Commerce in advance (the “Operation”), so, without prejudice to the fact that the requested transaction is counted as a successful and/or recovered operation (Successful or recovered transaction according to the terms agreed in the service order); the result obtained from each Operation (Transaction) requested by The Commerce depends directly on:
1.- If The Commerce has an active and production account with the processors.
2.- That the data entered in each Operation is true and accurate; therefore, in the event that The Commerce voluntarily or involuntarily enters inaccurate, incomplete, or erroneous data; this will result in incorrect data processing.
3.- That the processors accept the transaction.
4.- The availability of the Third-Party Payment Processors being active and online, so that in case the Third-Party Payment Processors present failures, inconsistencies or problems accessing their database due to maintenance windows or availability of the hosting that such entity has contracted; RETRY PAY will communicate the situation presented by the Third-Party Payment Processors to the User, so that The Commerce has visibility of the situation and the implications that it could have in terms of the consumption of RETRY PAY’s services; in any case, RETRY PAY is not responsible for the failures, inconsistencies, or any type of problem in the processors as established above since they are third parties unrelated to RETRY PAY and contracted directly by The Commerce
In all the aforementioned cases, El Comercio acknowledges that since they are acts outside of RETRY PAY’s control or responsibility, RETRY PAY is hereby released from any liability for present or future damages or harm that such acts may cause.
Accounting of RETRY PAY services: Any transaction sent is accounted for, of which some will be authorized and others rejected; successful and/or recovered transactions will be subject to the commission agreed or agreed upon with El Comercio and established in the service order of said Commerce, regardless of the payment of the fixed monthly fee that El Comercio must pay to RETRY PAY, an amount also established in the service order. Recovered Transactions: are all those rejected on the first attempt, routed and successfully processed from the second attempt onwards.
Successful Transactions: are all transactions carried out through the RETRY PAY platform and channeled through the payment methods contracted directly by “THE LICENSEE” (El Comercio) and for which positive collection can be made.
Fixed Monthly Fee: amount agreed upon by “THE PARTIES” in the service order of this contract and which must be paid by El Comercio.
For greater control and administration of the operations transacted through the Platform, El Comercio may view its history by Payment Processor displayed in a personalized dashboard (the “Content”), under criteria of successful or rejected operations. All operations carried out by El Comercio are automatically recorded and stored in said dashboard.
Additionally, El Comercio can view the summary of transactions (successful or rejected), the visual customization of the checkout, enabling payment gateway, tax display, and shipping configuration.
Any operational charge or fee established by Third-Party Payment Processors are fully regulated by terms and conditions set forth by such third parties or applicable laws, therefore El Comercio releases RETRY PAY from any responsibility regarding the manner, timing, and amount in which the charges and/or fees are made, even if considered excessive, improper, or violating any right of El Comercio and/or its customers. In this way, El Comercio agrees to hold RETRY PAY harmless at all times from any legal proceeding that may arise from the use of third-party servers or portals.
El Comercio acknowledges that RETRY PAY does not assume any responsibility regarding the commissions, charges, and/or chargebacks that Third-Party Payment Processors impose on El Comercio and/or its customers for the operations carried out through the Platform, as it is only a linking program between El Comercio and such Payment Processors. Likewise, El Comercio disclaims any responsibility to RETRY PAY regarding the legality of the activities, operations, and economic resources invested in its operation. Thus, El Comercio agrees to hold RETRY PAY harmless from any claim filed by itself or third parties in this regard, obliging itself to pay RETRY PAY for any damages caused.
El Comercio agrees to comply with each and every one of the procedures indicated by applicable laws regarding the acquisition of online or digital services; and, in turn, RETRY PAY agrees to respect and enforce the rights of El Comercio and make proper use of the data collected for such purpose, in accordance with the Privacy Notice found on the Platform.
CONTRACTUAL USE OF THE PLATFORM.
Under these Terms, RETRY PAY authorizes and grants to the Merchant the use and enjoyment of 1 (one) license to use the Platform for corporate use, which implies registration and access to it. This grant is made under the “as is”, temporary, non-exclusive, non-commercializable, and non-sublicensable mode, for the acquisition of services.
In accordance with the above, RETRY PAY makes available to the Merchant (“LICENSEE”) a transaction routing platform between the “CUSTOMERS” of the “LICENSEE” and the various third-party payment processors or methods (the “Third-Party Payment Processors”) in a centralized manner in a single technical implementation.
Electronic Contracting. The Merchant acknowledges that the use and access to the Platform includes the ability to enter into contracts to acquire the Services and/or to conduct transactions electronically. Therefore, the Merchant acknowledges that electronic submissions constitute its acceptance and intention to be bound and pay, in a timely and proper manner, for such services and transactions. This obligation shall be applicable to all records related to all transactions made through the Platform and Services, including cancellation notices, usage policies, contracts, and applications.
Hosting. RETRY PAY will host the Licenses in the cloud of its choice (RETRY PAY) (cloud means processing and storage space for data and applications on physical servers located in a third-party Data Center). The hosting has adequate availability. However, RETRY PAY will not be responsible for any downtime, total or partial unavailability, or total or partial loss of data.
Data Accuracy. The Merchant acknowledges that RETRY PAY will not conduct any investigation to validate the accuracy and truthfulness of the data provided by the Merchant, so in case of omissions, inaccuracies or errors, RETRY PAY is released from any liability regarding any damage or harm that such acts may cause.
Validity. It is understood that the subscription to the Services will have the validity established in the service order, until there is an instruction for cancellation, blocking, cancellation notice implemented in its case by RETRY PAY or any other similar notice used by “THE PARTIES” to notify the other party of the termination of the service. However, and without prejudice to the foregoing, charges for each Service will be generated in accordance with the specified temporality for each one, as long as it is not canceled in the terms described in this paragraph. If the Merchant cancels the Services, it must pay for the services that have been provided or are being provided until the effective termination date, as well as any pending commissions or fixed monthly payments in its case.
RETRY PAY is not responsible for the lack of notification or notice from El Comercio, so it must pay for the services rendered and corresponding commissions.
Termination. RETRY PAY may, at its absolute discretion, terminate the Services at any time without cause, by providing a simple written notice, without any liability.
The early termination of the contract for any reason may occur without the need for an order, judicial resolution or declaration, and such early termination shall not generate responsibilities, indemnification, payment of penalties or additional obligations for either party, except for the fulfillment of obligations that are pending as of the effective date of early termination of this contract.
The contractual relationship between the parties may be terminated early at any time during its term or for any of the causes stipulated below:
a.- By mutual agreement between the parties, which must be in writing.
It will be understood that the “LICENSEE” agrees to the early termination of the contract if it does not respond to requests for information, requirements, notices of policy changes, and any other similar or necessary communication for RETRY PAY, who may, at its discretion, terminate this contract without any liability.
b.- For breach of the obligations established in this contract.
c.- Due to legal impossibility that prevents the continuation of this contract, not attributable to either party, by order of the competent authority, or by fortuitous event or force majeure that prevents the continuation of the contract.
d.- Due to any changes in “RETRY PAY” policies, in which the CLIENT does not agree.
e.- Because it does not suit the interests of “RETRY PAY”.
LICENSE CANCELLATIONS OF “SOFTWARE”: In case the “LICENSEE” (El Comercio) wishes to cancel the license for the use of “RETRY PAY SOFTWARE”, it must notify “RETRY PAY” in writing and such cancellation will be made within a period of three business days. However, the obligation of payment by the “LICENSEE” (El Comercio) to “RETRY PAY” for any contracted concept will remain in effect until it is fully paid.
EFFECTS OF CANCELLATION: After the closure of its “RETRY PAY” account, El Comercio will immediately suspend its access to the Service. El Comercio agrees to complete all pending transactions and to stop accepting new transactions through our Platform. Termination does not exempt it from its obligations as defined in these Terms and Conditions.
PAYMENT: The payment for the Services is comprised of the following:
a. A monthly subscription fee, if applicable.
b. Commissions generated during the course of the month.
c. Any other fees derived from the provision of the service and previously agreed in writing between “THE PARTIES”.
The payment of the monthly subscription fee must be made during the first 5 (five) business days of each month.
The payment of commissions must be made during the first 10 (ten) business days of each month. RETRY PAY will send via email a file to the Merchant with the list of all transactions carried out during the elapsed calendar month, for validation by the Merchant. This can be viewed in the history section of the Merchant’s dashboard on the Platform (marketplace). Any clarification should be addressed by email to RETRYPAY. The Merchant’s payment to RETRY PAY must be made no later than 5 (five) calendar days after receiving the aforementioned file, through interbank transfer to the account designated by RETRY PAY for this purpose.
The payment of the monthly fee is not dependent on or conditioned by the payment of commissions.
Both the amount established as the monthly subscription price and the commission percentages are set out in the Merchant’s service order, which must be accepted by the Merchant before RETRY PAY begins providing the services. The prices of the Services may vary from time to time, solely at the discretion of RETRY PAY, with prior notice to the Merchant through the communication channels established by RETRY PAY for this purpose. Consequently, RETRY PAY will not be responsible for any damage that such a price alteration may cause to the Merchant.
Payment Method. The Merchant will make payment for the Services in Mexican Pesos or US Dollars, legal currency of the United States of America. RETRY PAY will convert it at the exchange rate established by the Bank of Mexico, and for US dollars, at the FIX exchange rate established by said institution. The payment for the Services, including any applicable taxes, will be made through electronic transfer to the account previously provided by RETRY PAY before payment.
The Merchant declares and guarantees in this act that the economic resources that will be invested for the payment of each and every one of the obligations conferred in this document come from lawful sources and/or activities. In case the Merchant fails to make the payments for the Services in a timely manner, RETRY PAY reserves the right to revoke or restrict the Merchant’s access to the Services until payment is made in full.
Likewise, RETRY PAY reserves the right to charge El Comercio default interest for the entire duration of the delay in payment of the outstanding amounts established in this clause, at the following interest rate:
DEFAULT INTEREST: In the event of late payment of the amounts established in this contract, default interest will be generated, which El Comercio must pay as follows:
At the annual rate resulting from multiplying the Interbank Equilibrium Interest Rate (TIIE) + 8 (eight) points on the amounts overdue and unpaid, counting each day elapsed from the date on which payment becomes due and until the moment when RETRY PAY receives full payment of the amounts owed. TIIE will be understood as the interest rate published by the Bank of Mexico in the Official Gazette of the Federation or the rate that replaces it.
Any changes in El Comercio’s payment method must be made online. Such changes may result in temporary interruption of access to the Services while the new information is being verified. El Comercio acknowledges and agrees that RETRY PAY may use third-party collection services to collect any outstanding debts owed for the Services, for which El Comercio agrees to cooperate in good faith for the full settlement of debts.
Billing. All operations carried out on the Platform will be invoiced in accordance with Mexican Laws. El Comercio agrees that RETRY PAY may periodically contact it via email at the email address associated with its registration account with billing notices and other communications related to the Services, whether for: i) promotion of its own or third-party products; ii) improvement in the service; iii) changes in the Services, etc.
USE AND ACCESS TO THE PLATFORM
To access the Services, it is necessary to be of legal age and provide the required information to create an account, so it is the responsibility of El Comercio to maintain truthful, accurate, updated, and available information. Failure to update its account will result in the inability to access and use the Services, as well as suspension or cancellation of its account.
El Comercio is solely responsible to RETRY PAY and any third party, regarding the use of the Platform’s Services and the consequences that may arise from the use, for illegal purposes or effects, or contrary to the purpose of the Platform, its content, whether created by RETRY PAY or not, published or not under its official name; as well as those consequences that may arise from the use contrary to the content of these Terms that is harmful to the interests or rights of third parties, or that in any way may damage, disable or deteriorate the Platform and prevent the normal operation of other Comercios.
3.a.- USE OF OTHER PROCESSORS AND PAYMENT METHODS:
As established in point 1 “Object” of this document, RETRY PAY makes available to the Merchant a transaction routing platform between the Merchant and various third-party payment processors or methods (the “Third-Party Payment Processors”). In this sense, transactions could be carried out through the gateway selected by the Merchant from the options established in the RETRY PAY PLATFORM.
USE OF OTHER PRODUCTS AND SERVICES
INACCURACIES OF THE PLATFORM
The Content of the Platform and/or Services provided may contain inaccuracies and/or typographical errors. RETRY PAY does not guarantee the accuracy of the Content and reserves the right, at its sole discretion, to correct any errors or omissions in any part of the Platform and/or Services and to make any changes in the characteristics, functionality, or Content at any time. RETRY PAY, as well as any person related and/or affiliated with RETRY PAY, including, without limitation, directors, officers, representatives, administrators, employees, shareholders and/or agents, present or past, or allies, will not be responsible for errors or omissions in the Contents of the Platform.
STAY ON THE PLATFORM
The Merchant is solely responsible to RETRY PAY and any third party regarding their conduct when accessing, consulting, and providing information on the Platform and the consequences that may result from using it for illegal purposes or contrary to the object of the Platform, its content, whether produced or not by RETRY PAY, published or not under its official name. The Merchant is also responsible for any consequences that may result from the use of the content of these Terms that is harmful to the interests or rights of third parties.
RESPONSIBILITY REGARDING CONTENT
Correct use of Content. The Merchant agrees to:
a) use the Platform and Content, where applicable, in accordance with applicable laws and public order, refraining from performing acts that impair, damage, render useless, or harm the image and/or information disclosed by RETRY PAY or in any way harm the rights or interests of third parties, directly or indirectly linked to it;
b) not modify or manipulate the trademarks, logos, commercial notices, trade names, and distinctive signs in general of RETRY PAY, the Platform, or persons linked to RETRY PAY (unless authorized in writing);
c) delete, bypass or modify the Content and technical protection devices or any mechanism or procedure established on the Platform.
The above points do not apply to information generated through the Platform for the use and management of the Merchant, which may be printed and/or copied for their interests. In the case that the Merchant is a legal entity, it will adhere to what is established in Article 148, Section IV of the Federal Copyright Law. The Merchant acknowledges and accepts that the use of the Platform and Content is under their sole and strict responsibility, and RETRY PAY will not be responsible, at any time and under any circumstance, for any damage or problem that occurs in the computer equipment (hardware) or computer programs (software) that the Merchant uses to access or navigate any part of the Platform.
RETRY PAY has the right to carry out promotional campaigns at defined intervals to promote the registration of new members on the Platform. RETRY PAY reserves the right to modify the terms and conditions of the Services, as well as to proceed with the exclusion of any of them. RETRY PAY declares that all Contents, and the elements used on the Platform, are duly registered and protected under the corresponding authorities and laws in Mexico. The Commerce agrees to respect all rights contained in the Copyright Notice established on the Platform.
Platform, links and content outside the Platform and RETRY PAY’s Contents may make use of its right to link Commerce with third parties outside RETRY PAY that may be of interest to said Commerce and at its request. Notwithstanding the foregoing, RETRY PAY disclaims all responsibility for the access and/or use that Commerce makes of the information contained therein and/or for the use, origin and destination of the information that may arise from different links (link, hyperlink, link).
Denial and withdrawal of access to the Platform and Contents. RETRY PAY reserves the right to deny or withdraw access to the Platform, or its Contents, at any time, without any liability to RETRY PAY and without prior notice to the Commerce that fails to comply in whole or in part with the obligations established in these terms and conditions and/or that perform actions or acts tending to:
“Harass” or otherwise harass or annoy other Users; Impersonate a representative or employee of RETRY PAY, making false or otherwise erroneous statements about their affiliation with RETRY PAY; Collect or store personal data of other users in relation to prohibited conduct and activities; Forge headers or manipulate identifiers of the Platform, in order to conceal the origin of the Contents; Upload, publish, email, transmit or otherwise provide any content with respect to which they are not entitled to transmit, under the terms contained in the Federal Law of Industrial Property Protection (“LFPPI”), the Federal Law on Copyright (“LFDA”), and the Federal Law on Protection of Personal Data in Possession of Individuals (“LFPDPPP”) or contractual relationships protected by confidentiality and non-disclosure agreements; Upload, publish, email, transmit or otherwise provide materials containing computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of software, hardware or telecommunications equipment connected to the Platform; Use the Platform in a way that could damage, disable, overload or alter RETRY PAY’s servers or network connections; Ignore requirements, procedures, policies or rules of networks connected to the Platform that could interfere with the use and enjoyment of the Platform by any third party; and Unauthorized access to accounts, computer systems or networks connected to RETRY PAY servers, through hacker-style attacks, password decryption, or any other method to obtain or attempt to obtain materials or information with any means not intentionally offered through the Platform.
The Commerce agrees to indemnify and hold RETRY PAY, its affiliates and/or subsidiaries and/or related parties and its officers, agents, employees, partners, suppliers and licensors harmless from any claim or demand, as well as to cover reasonable attorney’s fees, that any third party may bring against RETRY PAY because of the content that the Commerce sends, publishes, transmits or provides in a manner other than that provided on the Platform. This is without prejudice to RETRY PAY’s right to take the necessary legal actions to claim damages and losses that such actions by the Commerce may cause it.
Responsibility regarding Content. RETRY PAY assumes no responsibility derived, enunciated but not limited to: (i) the use that the Commerce may make of the materials on this Platform, or the Content, or the linked websites, whether prohibited or permitted, in violation of the intellectual and/or industrial property rights of web content or third parties; (ii) any eventual damages caused to the Commerce by normal or abnormal functioning of the search tools, organization or location of the Content and/or access to the Platform, and in general, errors or problems generated in the development or implementation of the technical elements that the Platform provides to the Commerce; (iii) the content of those pages that the Commerce may access from links included on the Platform, whether authorized or not; (iv) acts or omissions of third parties, regardless of the relationship that such third parties may have with RETRY PAY; (v) the access of minors to communications or dialogues during debates, forums, chats, and virtual communities organized through or around the linked Platform, and therefore, will not be liable for any eventual damages suffered by the Commerce as a result of such communications and/or dialogues, etc.
Responsibility regarding technological failures. RETRY PAY will not be responsible in any way when there are: (i) errors or delays in accessing the Platform when entering data in the application form, the slowness or impossibility of receiving the confirmation of the request by the recipients, or any anomaly that may arise when such incidents are due to problems on the Internet network, fortuitous event, force majeure, or any other unforeseeable contingency beyond RETRY PAY’s control; (ii) failures or incidents that may occur in communications, either by erasing or incomplete transmissions, so that it is not guaranteed that the Platform’s services are constantly operational; (iii) errors or damages produced on the Platform by misuse of the service by the Commerce; (iv) the non-operability or problems with the email address provided by the Commerce as a communication channel with RETRY PAY. In any case, RETRY PAY undertakes to solve the problems that may arise and offer all necessary support to the Commerce to reach a quick and satisfactory solution to the incident. Likewise, RETRY PAY has the right to carry out promotional campaigns at defined intervals to promote the registration of new members in its service. RETRY PAY reserves the right to modify the conditions of electronic commerce, as well as to proceed with the exclusion of any of the terms contained therein.
REGARDING REQUESTED DATA
The Commerce acknowledges and agrees that, for the fulfillment of the Platform’s objective, it will be necessary for RETRY PAY to collect personal and financial data, in order to include it in formats, listings, databases, or other physical, digital and/or electronic means, to carry out the proper registration of them and offer the Services. RETRY PAY is not responsible for the consequences that may arise from the Commerce’s omission, conscious or unconscious, in this regard.
Therefore, by accepting these Terms, the Commerce expressly waives presenting any type of claim, demand, lawsuit, or legal proceeding before any Mexican or foreign authority against RETRY PAY, as well as any person related and/or affiliated with RETRY PAY, including, but not limited to, directors, attorneys-in-fact, representatives, administrators, employees, shareholders, and/or agents, present or past, for any act that derives, or could derive, from the use of the Platform and the Services, or any service derived from said use.
In compliance with the terms set forth in the RETRY PAY Privacy Notice, as the controller of your personal data, we hereby inform you that the information provided by you on this Platform will be handled in accordance with the Privacy Notice contained in the Platform. To use or enjoy some of the Content, it is necessary for you to provide certain personal data (“Personal Data”) to RETRY PAY in advance.
By accessing the Platform, or any of the Content in which Personal Data is required, you authorize RETRY PAY to perform analysis and studies based on it. You undertake to provide truthful and reliable Personal Data. In the event that you provide false or confusing information, RETRY PAY assumes no responsibility for the results that such acts may cause you, and it reserves the right to deny access to the Platform and its Content, without prejudice to the possibility of requiring any compensation that may be applicable.
HANDLING OF DATA AND INFORMATION
All information that you provide during your access to the Platform is strictly confidential and will be handled only by internal RETRY PAY personnel. As stated in the Privacy Notice, the Personal Data of merchants may be used for the primary or secondary purpose of promoting services. Therefore, by accepting this agreement, you authorize and express your acceptance of the use of your data for statistical, promotional, and marketing purposes, as well as any other purpose established in this document or in the aforementioned Privacy Notice.
The information provided by you on the Platform, whether real or historical, is processed and ordered to generate data indicators that RETRY PAY may use to make relevant business decisions, always in a statistical and non-individualized manner. By accepting this agreement, you authorize RETRY PAY to access the information provided and generated on the Platform, in accordance with the terms of this document and the Privacy Notice.
REGARDING INFORMATION PROVIDED BY YOU AND CONFIDENTIALITY:
You acknowledge and agree that RETRY PAY may, during the term of the Services, rely on or use any data, materials or other information provided by you without requiring any independent investigation or verification, and that RETRY PAY will be authorized to rely on the accuracy and completeness of such information to provide the Services. You are responsible for the information that you share with third parties and to whom it is shared, and therefore you release RETRY PAY from any present or future responsibility.
Likewise, any information that you publish through any other means immediately and permanently loses its confidential nature, and you release RETRY PAY from any responsibility regarding its use and disclosure, subject to the terms and conditions established in the Privacy Notice, when applicable.
“Confidential Information” means any information of any kind or nature that one of the Parties (the “Receiving Party”) whether RETRY PAY and/or the Merchant receives from the other Party (the “Disclosing Party”) RETRY PAY and/or the Merchant that means any non-public information of any kind or nature, exclusively owned by the “Disclosing Party”, that gives it a competitive or economic advantage over its competitors and for which it has adopted sufficient means and systems to preserve its confidentiality and restricted access, that is obtained directly or indirectly from the “Disclosing Party”, as well as all technical and software information, ideas, discoveries, inventions, technical and functional specifications, formulas, software programs, both object and source codes and modifications thereof, plans, drawings, models, requirements, standards, technical data, processes, and manufacturing secrets, and any report, study, and analysis carried out by the “Disclosing Party” or its advisors, containing or reflecting such information, and any industrial and intellectual property rights over them or applicable to them, as well as any information obtained directly or indirectly, of any nature and for any purpose, derived from the performance of the employment relationship, provision of services, commercial, alliance, under any denomination designated and arising between “THE PARTIES”. As well as any legal, financial, commercial, technical or business information relating to the “DISCLOSING PARTY”, all types of industrial and/or commercial secrets, administrative, accounting and institutional information, financial, sales, personnel, promotional and market programs, operating methods, management systems, customer and supplier lists, formulas, as well as any other information obtained either in writing or verbally and delivered by the “Disclosing Party” to the “Receiving Party”, provided it is non-public in nature.
RESPONSIBILITY AND QUALITY IN THE PROVISION OF SERVICES
The Merchant acknowledges that the Platform is a technological tool that is a means for the Merchant to develop a specific activity, therefore, accepts that RETRY PAY does not guarantee the quality, suitability, and/or availability of the services provided or requested through the use of the Platform and/or through its use. The Merchant expressly acknowledges and accepts each and every one of the risks arising from the use of the Platform, releasing RETRY PAY from any present or future liability that may arise. In this sense, RETRY PAY will not be responsible to the Merchant or any person related to it, for any type of damage or claim derived from deficiencies in the Services, or for any error, omission and/or falsehood in the information provided by the Merchant, either through the Platform or any other means.
EXCLUSION OF WARRANTIES AND LIABILITY
The Merchant is solely responsible for the use made of the Platform and its Content. RETRY PAY does not guarantee the uninterrupted operation or free of all errors of the Platform and/or its Content. Since all the information referred to in the Platform and its Content is in the cloud, RETRY PAY does not control or guarantee the absence of viruses in the Content, nor the absence of other elements in the Content that may produce alterations in the Merchant’s computer system (software and/or hardware) or in the electronic documents stored in its computer system.
In no event shall RETRY PAY or its suppliers be liable for any damage arising from the use of the Platform or Content, or for not being able to use them (IN PARTICULAR, WITHOUT ANY LIMITATION, DIRECT OR INDIRECT DAMAGES, MORAL DAMAGES, INCIDENTAL DAMAGES, EXCESSIVE DAMAGES, REMOTE AND/OR INCIDENTAL DAMAGES, DAMAGES, LOSS OF PROFITS, INTERRUPTION OF BUSINESS ACTIVITY, OR LOSS OF INFORMATION OR DATA AND/OR SECURITY INFRINGEMENTS), even if RETRY PAY had been warned of such possibility.
COMPATIBILITY OF ELECTRONIC DEVICES
The Merchant will be responsible for obtaining devices or hardware that are compatible with the Platform and Services, as RETRY PAY does not guarantee that they will function correctly on any device. Likewise, the Merchant agrees not to use devices, software, or any other means intended to interfere with the activities and/or operations of the Services or the Platform, or with the databases and/or information contained therein.
To carry out maintenance work, RETRY PAY reserves the right to suspend access and/or modify the Content, as well as to delete or disable access to the Platform or Services without prior notice. Access to the Platform and Services depends on the availability of the network that the Merchant has, so RETRY PAY will not be responsible for any inability to access it, derived from circumstances beyond RETRY PAY’s control, as well as for fortuitous events or force majeure. RETRY PAY may carry out patches, updates, bug fixes, and minor improvements to the Platform when necessary for its proper functioning.
RETRY PAY offers the Merchant technical support and basic guidance for the use of the tools and functionalities of the Platform, which may be provided via online chat, email, or any other means that RETRY PAY considers convenient and feasible, during defined hours that it designates for this purpose, with prior notice. This service will not have any additional cost. Likewise, the Merchant who has requested Support accepts and authorizes RETRY PAY to have full access to all the information provided on the Platform, without any limitation. In this sense, and for the benefit of the Merchant, RETRY PAY undertakes to keep full secrecy and confidentiality regarding the information to which it has access.
INDUSTRIAL AND COPYRIGHT
RETRY PAY authorizes the Merchant to use the Platform exclusively under the terms expressed herein, without this implying that it grants the Merchant any license or authorization, or any type of right other than that mentioned above, regarding RETRY PAY’s Industrial Property and Copyright, understood as: all trademarks registered and/or used in Mexico or abroad by RETRY PAY; all rights over inventions (patented or not), industrial designs, utility models, confidential information, trade names, industrial secrets, commercial notices, reservations of rights, domain names; as well as all types of property rights over works and creations protected by copyright and other forms of industrial or intellectual property recognized or that may be recognized by the corresponding laws.
Commerce acknowledges and accepts that RETRY PAY is the rightful owner, or has the necessary rights, over the Platform, including RETRY PAY’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features contained therein (the “RETRY PAY Trademarks”), whether or not those rights are registered and regardless of any place in the world where such rights may exist, and that they are protected by international laws and treaties on industrial property and copyright. Therefore, Commerce agrees that the RETRY PAY Trademarks may not be copied, reproduced, modified, published, uploaded, transmitted, or distributed in any way. Unless expressly stated otherwise in this document, RETRY PAY does not grant Commerce any express or implied rights under patents, copyright, trademarks, or trade secret information. Commerce acknowledges and agrees that the Platform, as well as all designs thereof, are and will remain at all times the property of RETRY PAY.
Feedback. In the event that Commerce provides any feedback to RETRY PAY regarding the functionality and performance of the Platform (including the identification of possible errors and improvements), Commerce hereby authorizes RETRY PAY to use, without restriction, all rights, titles, and interests in and to the feedback provided. This shall not be construed as a moral right of Commerce to require any participation or monetary compensation, or restriction on the use of such feedback for exploitation by RETRY PAY.
Commerce agrees that a printed version of these Terms, and any communication sent and/or received electronically, shall be admissible as evidence in any judicial and/or administrative proceeding.
MODIFICATION OF TERMS AND CONDITIONS OF USE OF THE PLATFORM
RETRY PAY reserves the right to unilaterally and without prior notice modify and/or renew the terms and conditions of use of the Platform at any time, with the obligation to post a message on the Platform containing notice to Commerce that certain modifications to the Terms have been made. It will be the exclusive right of Commerce to accept or reject such modifications. In the event that Commerce does not agree with the modifications made, it may send a request for cancellation and termination of its account on the Platform to the Email Address. RETRY PAY undertakes to make the cancellation effective within a maximum period of 30 (thirty) calendar days, from the date of receipt of the request from Commerce.
In the event that any term, condition, or provision contained in these Terms is determined to be ineffective, illegal, or unenforceable, it may be excluded from the body of these Terms and the remaining terms shall continue in full force and effect as widely as permissible under the law.
RETRY PAY may revise and update these Terms and Conditions at any time, while maintaining free access for any Commerce that wishes to know them. RETRY PAY reserves the right to modify, at any time, the presentation and configuration of the Platform, as well as these Terms. Therefore, RETRY PAY recommends that Commerce carefully read these Terms every time it accesses the Platform. Notwithstanding the foregoing, Commerce will always have access to these Terms on the Platform, in a visible and accessible manner at all times. Some clauses of these Terms may be subject to expressly designated terms and conditions that are on the Platform or on certain websites.
Any right that is not expressly granted in this document is understood to be reserved for RETRY PAY.
LAW AND APPLICABLE JURISDICTION
Regarding the interpretation and compliance of what is established here, the Parties agree to submit to the federal laws of Mexico and to the jurisdiction of the competent courts in the city of Guadalajara, Jalisco, Mexico; waiving any other jurisdiction that, by reason of their present or future domicile, may correspond to them.
ACCESS, USE AND STAY ON THE SITE. Access and use of the Site is free for Users. The User is not required to register or sign up on the Site. The services offered through the Site are aimed at any person with legal capacity to be bound by the applicable terms and conditions once the User decides to create a username and password to transact through the Site. The User is solely responsible to RETRY PAY, and any third party, for their conduct when accessing, consulting and providing information to the Site and for the consequences that may arise from a use for illegal purposes or contrary to the purpose of the Site, its content, whether produced or not by RETRY PAY, published or not under its official name; as well as those consequences that may arise from a use contrary to the content of the Legal Notice that is detrimental to the interests or rights of third parties, or that may in any way damage, disable or deteriorate the Site and prevent the normal enjoyment of other Users.
DURATION AND TERMINATION
The Site and the Content have an indefinite duration. However, RETRY PAY may terminate or temporarily suspend, at any time and without prior notice, the Site and/or any of the Content.
“THE PARTIES” agree that the way to perfect the agreement of wills between them is by the electronic signature of the service order.
ACCEPTANCE OF TERMS
The Merchant acknowledges that, by accessing, subscribing and using the Platform, the Services and/or Contents or derivatives, he/she fully and unreservedly expresses his/her acceptance and, therefore, his/her adherence to the version of the Terms published at the time of accessing the Platform, in terms of what is established by articles 1803 and 1834 Bis of the Federal Civil Code, 80, 81, 89 and other applicable provisions of the Commercial Code and the applicable legislation for Mexico. It is the sole and exclusive responsibility of the Merchant to read these Terms and their corresponding modifications, every time he/she accesses the Platform. If at any time, the Merchant does not agree, totally or partially, with these Terms, he/she must immediately refrain from accessing and using the Platform and the provided Services. Therefore, by accepting these Terms, the Merchant expressly consents to be bound by them, thus entering into a Platform use agreement with RETRY PAY, and confirms having read the content of each and every one of the provisions and ratifies their content.
The Merchant acknowledges and agrees that RETRY PAY has made all necessary information available to him/her to understand the scope and characteristics of the Platform and the Services. Similarly, he/she states that, prior to accessing the Platform, he/she analyzed its characteristics and, therefore, agrees with it.
Updated on February 20, 2023.