Last update: March 5, 2018. Replaces the previous version in its entirety.
These terms govern your use of the website or services such as Semper (collectively, the “Services”) and the software we include as part of the Services, including any applications, Content Files (defined below) below), scripts, instruction sets, and related documentation (collectively, el “Software”). By using the Services or Software, you agree to these terms. If you have entered into another agreement with us for specific Software or Services, the terms of that agreement will control when in conflict with these terms. As explained in detail in Section 3, you retain all rights and ownership of your content that you make available through the Services.
1. How this contract works.
1.1 Jurisdiction. Semper is a Mexican company, and the Services and Software are governed by the law of the state of Nuevo León, Mexico. You may have additional rights under the law. We do not intend to limit these rights where prohibited by law.
1.2 Suitability. You may only use the Services if you are over 13 years of age.
1.3 Privacy. The privacy policy en https://www.semperpye.com/en/privacy-policy.html governs any personal information you provide to us. By using the Services or Software you agree to the terms of the Privacy Policy.
1.4 Desktop app usage data. You have the option to share with Semper information about how you use our desktop applications.
1.5 Availability. Pages describing the Services are accessible worldwide, but this does not mean that all Services or service features are available in your country, or that user-generated content that is available through the Services is legal in your country. his country. We may block access to certain Services (or certain service features or content) in certain countries. It is your responsibility to ensure that your use of the Services is legal where you use them. The Services may not be available in all languages.
1.6 Additional conditions. Some Services or Software are also subject to the following additional terms (las “Additional Terms”). The content we provide to you (such as Software, SDKs, samples, etc.) is licensed, not sold, and may be subject to Additional Terms. New Additional Terms may be added from time to time.
1.7 Order of precedence. If there is any conflict between the terms of this Agreement and the Additional Terms, the Additional Terms will control for such Service or Software.
1.8 Modification. We may modify, update or discontinue the Services or the Software (including any part or feature thereof) at any time and without liability to you or any other person. However, we will make reasonable efforts to notify you before applying the change. We will also give you a reasonable amount of time to download your content.
2. Use of the Service.
2.1 License. Subject to your compliance with these terms and the law, you may access and use the Services.
2.2 Semper Intellectual Property. We (and our licensors) remain the exclusive owner of all right, title and interest in the Services and Software. We reserve all rights not granted under these terms.
2.3 Storage. Where the Services provide storage, we recommend that you continue to regularly back up your content. We may place reasonable technical limits on your content, such as limits on file size, storage space, processing capacity, and other technical limits. We may suspend the Services until you are within the storage space limits associated with your account.
2.4 User Generated Content. We may host content generated by our users. If you access our Services, you may come across content that you find offensive or disturbing. Your only remedy is to simply stop viewing the content. If available, you can also click the “Report” button to report the content to us.
2.5 Content Files. “Content Files” means sample files as sounds provided by Semper. Unless the specific license or documentation associated with the Content Files states otherwise, you may use, display, modify, reproduce, and distribute any of the Content Files. However, you may not independently distribute the Content Files (i.e., where the Content Files constitute the primary value of the distributed product), nor may you claim any trademark rights in or to the Content Files. or works derived from them.
2.6 Other types of license.
(a) NFR version. We may designate the Software or Services as “trial”, “evaluation”, “not available for sale” and other similar designations (“NFR Version”). You may install and use the NFR Version only for the period and solely for the purposes that we stipulated when we made the NFR Version available to you. You must not use the materials you produce with the NFR Version for anything other than non-commercial purposes.
(b) Pre-release version. We may designate the Software or Services, or a feature of the Software or Services, as a pre-release or beta version (“Pre-Release Version”). The pre-release version does not represent the final product and may contain bugs that can lead to system crashes or data loss. We may choose not to commercially release the Pre-Release Version. You must immediately stop using the Pre-Release Version and destroy all copies of the Pre-Release Version if we ask you to do so, or if we release a commercial version of the Pre-Release Version. Any separate agreement we enter into with you in connection with the Pre-Release Version supersedes the Pre-Release Version provisions specified in this section.
3. Your Content.
3.1 Ownership. You retain all rights and ownership of your content. We do not claim any ownership rights to your content.
3.2 Licensing Your Content to Use the Services. We need certain licenses from you with respect to your content in order to use and enable the Services. By uploading content to the Services, you grant us a non-exclusive, worldwide, royalty-free, sublicensable, transferable license to use, reproduce, publicly display, distribute, modify (for the purpose of improving the display of your content, for example), publicly display and translate content as necessary to respond to user-directed actions (for example, when you choose whether to privately store your content or share it with others). This license is solely purpose of using or improving the Services.
3.3 Our access. We will only access, view or listen to your content in limited ways. For example, in order to provide the Services, we may need to access, view, or listen to your content in order to (a) respond to support requests; (b) detect, prevent or otherwise deal with technical, security, fraud or illegality problems; and (c) comply with these conditions. Our automated systems may analyze your content using techniques such as machine learning. This analysis may take place when the content is sent, received or stored. Through this analysis, we can improve the Services.
3.4 Sharing of Your Content.
(a) Shared use. Some Services may include features that allow you to share your content with other users or make it public. “Share” indicates delivery by email, postal mail, broadcast, uploaded or otherwise made available (whether to us or other users) through your use of the Services. Other users may use, copy, modify, or re-share your content in numerous ways. Please consider carefully what you decide to share or make public, as you are solely responsible for the content you share.
(b) Access level. We do not monitor or control what others do with your content. You are responsible for determining the limitations applied to your content and choosing the appropriate level of access to your content. If you do not choose the appropriate level of access to your content, the system may default to the most permissive setting. It is your responsibility to inform other users of how content may be shared and to adjust settings relating to access or distribution of your content.
(c) Comments. The Services may allow you to comment on content. Comments are not anonymous and may be viewed by other users. Your comments may be removed by you, other users, or us.
3.5 License Termination. You may revoke this license to your content and terminate our rights at any time by removing your content from the Service. However, some copies of your content may be retained as part of our routine backups.
3.6 Comments. You are under no obligation to provide us with ideas, suggestions, documentation and/or proposals (“Feedback”). However, if you submit feedback to us, you thereby grant us a non-exclusive, worldwide, royalty-free license that is sublicensable and transferable, to make, use, sell, order made, offer for sale, import, reproduce , publicly display, distribute, modify and publicly display the comments.
3.7 Sale of your content. We may allow you to license your content to other users through our Services. If available, you may choose to license your content through us under a separate agreement or directly to other users under an agreement between you and the purchaser.
4. Account information.
You are responsible for all activity that occurs through your account. Please notify customer support immediately if you become aware of any unauthorized use of your account. You may not (a) share your account information (except with an authorized account manager) or (b) use another person's account. Your account manager may use information about your account to manage your use of and access to the services.
5. User Conduct.
5.1 Responsible use.Semper communities are often made up of users who expect a certain level of courtesy and professionalism. You must use the Services responsibly.
5.2 Improper use. You must not misuse the Services, Software, or content we make available to you as part of the Services. For example, you must not:
(a) copy, modify, host, stream, license, or resell the Services, Software, or content;
(b) allow or enable others to use the Service, Software, or Content with your account information;
(c) use the content or Software included in the Services to generate any type of database;
(d) access or attempt to access the Services by any means other than the interface authorized or provided by us;
(e) circumvent any access or use restrictions applied to prevent certain uses of the Services;
(f) sharing content or behaving in a manner that infringes anyone's Intellectual Property Rights ("Intellectual Property Rights" means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right to privacy, right of publicity and any other proprietary rights);
(g) upload or share any content that is unlawful, harmful, threatening, abusive, criminal, defamatory, libelous, vulgar, lewd, profane, invades another's privacy, or is hateful;
(h) impersonate any other natural or legal person, or make false statements or otherwise misrepresent your affiliation with a natural or legal person;
(i) attempt to disable, impair or destroy the Services, Software or hardware;
(j) disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, harassing others, inciting others to commit violent acts, or harming minors in any way),
(k) engage in chain letters, spam, pyramid schemes, spamming, or any other unsolicited messages;
(l) place advertisements for any products or services on the Services, except with our prior written consent;
(m) use data analytics or similar data gathering and extraction methods in connection with the Services; either
(n) violate applicable law.
6. Rates and Payment.
6.1 Taxes and Third Party Fees. You must pay the applicable fees and any applicable third-party fees (including, for example, phone call charges, mobile carrier fees, Internet service provider fees, data plan fees, credit card fees, and for currency exchange or fees for foreign transactions). We are not responsible for these fees. Contact your financial institution for any questions about rates. We may take steps to collect any fees you owe us. You are responsible for all charges related to collection. If you are located in a different country from the applicable Semper entity with which you transact.
6.2 Credit card information. If you do not notify us of updates to your payment method, in order to avoid interruption of your service, we may participate in programs sponsored by your card provider to attempt to update payment information and you authorize us to continue charging. with the updated information we obtain.
7. Your warranty and indemnification obligations.
7.1 Warranty. By uploading your content to the Services, you agree that you have: (a) all necessary licenses and permissions to use and share your content; and (b) the rights necessary to grant the licenses in these terms.
7.2 Compensation. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners and licensors from any claims, demands, losses or damages, including reasonable attorneys' fees, arising out of or related to your content, your use of the Services or the Software, or your breach of these terms.
8. Exclusions of guarantees.
8.1 Unless stated in the Additional Terms, the Services and Software are provided “AS IS”. To the fullest extent permitted by law, we disclaim all warranties, express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no warranties about the content of the Services. We disclaim any warranty that: (a) the Services or Software will meet your requirements or be available on a consistent, uninterrupted, timely, secure, and error-free basis; (b) the results that may be obtained from the use of the Services or Software will be effective, accurate or reliable; (c) the quality of the Services or Software meets your expectations; or (d) errors or defects in the Services or Software are corrected.
8.2 We specifically disclaim any liability with respect to actions resulting from your use of the Services or Software. Access to and use of the Services or Software is at your own risk, and you are solely responsible for any damage to your computer system or loss of data that results from use of and access to the Service or Software.
9. Limitation of Liability.
9.1 Unless otherwise stated in the Additional Terms, we are not liable to you or anyone else for: (a) any loss of use, data, goodwill or profits, whether or not foreseeable; and (b) special, incidental, indirect, consequential or punitive damages (even if we have been advised of the possibility of such damages), including (x) resulting from loss of use, data or profits, whether or not foreseeable, ( y) based on any theory of liability, including breach of contract or warranty, negligence or other tort, or (z) arising out of any other claim arising out of or in connection with use of or access to the Services or Software. . Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees') willful misconduct, or for personal injury or death.
9.2 Our total liability in any matter arising out of or in connection with these terms is limited to $100 USD or the total amount paid by you for access to the Service and Software during the three-month period prior to the event giving rise to liability, whichever is greater. This limitation will apply even if we have been advised of the possibility of liability in excess of the amount and notwithstanding any failure of essential purpose of any limited remedy.
9.3 The limitations and exclusions in this Section 9 apply to the fullest extent permitted by law.
10. Termination.
10.1 Termination by you. You may stop using the Services at any time. Termination of your account does not relieve you of any obligation to pay outstanding fees.
10.2 Termination by us. If we terminate these terms for reasons other than cause, we will use reasonable efforts to notify you, at least 30 days before termination, at the email address you provide us, with instructions on how to retrieve your content. Except as otherwise provided in the Additional Terms, we may, at any time, terminate your right to use and access the Services and Software if:
(a) you breach any provision of these terms (or act in a manner that clearly shows that you do not intend or are unable to comply);
(b) you fail to make timely payment of fees for the Software or Services, if any; either
(c) we are required to do so by law (for example, if providing the Services or Software to you was, or would become, illegal);
(d) we choose to discontinue the Services or Software, in whole or in part (for example, if it becomes impractical for us to continue to offer the Services in your region due to changing laws); either
(e) there is a long period of inactivity on your free account.
10.3 Termination by group administrator. Administrators of a group for a Service may terminate a user's access to a Service at any time. If your group administrator terminates your access, you will no longer be able to access content that you or other group users have shared in a shared workspace within that Service.
10.4 Survival. Upon expiration or termination of these terms, any perpetual licenses you have granted, your indemnification obligations, our warranty exclusions or limitations of liability, and termination provisions in these terms will survive. Upon expiration or termination of the Services, all or some features of the Software may cease to function without notice.
10.5 Returns
a) Semper is exempt from returning any advance payment or current payment for a service/product already provided or delivered. The services/products provided and not paid will remain as an outstanding debt without having the option of return.
b) If the Service/product has not yet been provided or delivered, Semper will return up to 100% of the value paid, if and only if the service and/or product has not been delivered.
c) Partial deliveries, if the product has been partially delivered. Semper is granted the right to indicate the return percentage value in the event that the customer wishes to terminate the product/service, with Semper being responsible for establishing the return percentage for partially delivered products/services.
11. Investigations.
11.1 Leaked. We do not review all content uploaded to the Services, but we may use available technologies or processes to filter out certain types of illegal content (for example, child pornography) or any other abusive content or behavior (for example, activity patterns that indicate spamming or phishing, as well as keywords indicating that adult content has been posted outside of the adult wall).
11.2 Disclosure. We may access or disclose information about you, or your use of the Services, (a) when legally required (for example, if we receive a valid subpoena or search warrant); (b) to respond to your requests for customer support service; or (c) when, in our sole discretion, we believe it is necessary to protect the rights, property, or personal safety of us, our users, or the public.
12. Export control laws.
The Software, Services, content, and your use of the Software, Services, and content are subject to applicable Mexican and international laws, restrictions, and regulations that may govern the import, export, and use of the Software, Services, and content. contents. You agree to comply with applicable laws, restrictions and regulations.
13. Dispute Resolution.
13.1 Process. For any concern or dispute you may have, you agree to first attempt to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days after it is filed, you or Semper must resolve any claims related to these terms, the Services, or the Software, through final and binding arbitration, unless you may sue in a court of instances in case your claim is accepted for processing.
13.2 Rules. If you reside in the Americas, JAMS (Judicial Arbitration and Mediation Services) will administer the arbitration at the Local Conciliation and Arbitration Board of Monterrey, Nuevo León, Mexico, in accordance with its Comprehensive Arbitration Rules and Procedures. There will be an arbitrator selected by you and Semper. The arbitration will be held in Spanish, and it will be taken into account that any witness whose native language is not Spanish will be able to testify in their native language, with simultaneous interpretation into English (the party presenting the witness will bear the costs involved). . Any decision on the arbitration award may be entered as a judgment in any court with competent jurisdiction over the parties.
13.3 Prohibition of Class Actions. You may only resolve disputes with us on an individual basis and you may not bring a lawsuit as a class, consolidated, or representative lawsuit.
13.4 Precautionary measures. Notwithstanding the foregoing, in the event that you or others unauthorized access to or use of the Services or content in violation of these terms, you agree that we shall have the right to seek interim relief (or an equivalent urgent legal remedy) in any jurisdiction.
14. License Compliance
If you are a business, enterprise or organization, we may, no more frequently than once every 12 months, by giving you 7 days notice, appoint a member of our staff or an independent third party auditor, who You will be required to maintain confidentiality, to inspect your records (including manual inspection, electronic methods, or both), systems, and facilities to verify that your installation and use of any Software or the Services conform to our valid licenses. In addition, you must provide us with all records and information we request to verify that your installation and use of the Software and Services are in accordance with your valid licenses within 30 days of our request. If verification reveals that the number of licenses is insufficient for the Software or Services, you will immediately acquire the applicable licenses and memberships, as well as support and maintenance. If the unpaid fees exceed 5% of the value of the license fees payable, you will also have to pay the reasonable costs of performing the verification.
15. Modification.
We may change these terms or any additional terms that apply to a Service or Software in order to, for example, respond to changes in law or changes to our Services or Software. You should periodically check the conditions. We will post a notice about changes to these terms on this page. We will post notice of changes to the additional terms on the applicable Service or Software. By continuing to access or use the Services or Software after revisions become effective, you agree to be bound by the revised terms.
16. Various.
16.1 Spanish version. The Spanish version of these conditions will be the version used to interpret these conditions.
16.2 Notice to Semper. You can send us notifications to the following address: Semper, Albino Espinosa 1486 pte, Monterrey, Nuevo León, México, CP. 64000, Attn: Legal Director.
16.3 Notice to you. We may contact you by email, postal mail, postings on the Services, or any other legally acceptable means.
16.4 Complete contract. These terms constitute the entire agreement between you and us regarding your use of the Services and Software and take precedence over any prior agreements between you and us regarding the Services.
16.5 No assignment. You may not assign or otherwise transfer these Terms or your rights and obligations under these Terms, in whole or in part, without our written consent, and any such attempt will be void. We may transfer our rights under these terms to third parties.
16.6 Severability. If a certain condition is not applicable, the inapplicability of that condition will not affect the other conditions.
16.7 No waiver. Our failure to exercise or enforce any of these terms will not constitute a waiver of that section.
17.DMCA.
We respect the Intellectual Property Rights of others and expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”).
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