End User License Agreement (“EULA”) – Software Nawaiam®.
CONSIDERING:
This End User License Agreement (hereinafter referred to as the “Agreement” or “EULA”) is intended to regulate the access and use of the Software, which is the sole and exclusive property of Tu Primer Laburo S.R.L., also known by its trade name Nawaiam® Gaming for the future® (hereinafter referred to as “Nawaiam” or “Licensor” interchangeably), along with all the content, products, and services that the Licensor makes available to users (hereinafter referred to as “User” or “Licensee”).
Likewise, the Terms of Use established herein, along with the Privacy Policy, describe the terms that will govern the acquisition, operation, and use of the Software in its Cloud version by the User (collectively referred to as the “Agreement”).
The Licensor, Tu Primer Laburo S.R.L., who declares itself to be duly authorized by Tu Primera Pega SPA (a company based in Chile) to market the licenses related hereto, is a commercial entity duly constituted and registered in accordance with the laws and regulations in force in the Argentine Republic. The company’s special address in Argentina is Ayacucho 1744, sixth floor, apartment “B,” in the Autonomous City of Buenos Aires, and its email contact is contact@nawaiam.com.
Clause I: Terms, Definitions, and Interpretation.
1.1. For all purposes of this Agreement, the Parties understand that the terms and conditions incorporated herein shall be executed in accordance with the terms, meanings, and scope set forth below. In this regard, these terms shall be interpreted primarily in an exegetical manner and, secondarily, in a systemic manner, and not in any other system or mode of interpretation.
1.2. Therefore, any reference to the terms described in this document shall be interpreted in accordance with the scope defined below:
Agreement: This End User License Agreement, also referred to as “EULA.”
Authorized Reseller: Any party expressly and duly authorized by Nawaiam to participate in any way in the maintenance, marketing, or distribution chain of its products and services. This term shall be used interchangeably for Resellers or Referrers who may be enabled by Nawaiam.
Nawaiam or Licensor: The Licensor, and the sole and exclusive authorized entity for the Argentine Republic to carry out the exploitation of the rights to the Software subject to this Agreement.
Licensee: Any individual or entity that obtains one or more licenses for the Software, or that acquires any service, product, update, feature, or related content, whether free of charge or for a fee.
Parties: A plural term referring to the Licensor / Licensees / Users interchangeably and collectively.
User: A generic and interchangeable term referring to anyone using the Services and Products related to Nawaiam’s intellectual property. Licenses are non-transferable to other individuals. However, in the event that the Licensee is a company using the Software for its human resources purposes, it shall be understood that the license may be used by employees, contractors, and/or third parties strictly related to the Software purchaser and the referenced purpose, with these latter individuals considered Users of the Software.
Nawaiam Software: The Software whose end-user licenses are subject to this Agreement. Nawaiam is software used as a tool for creating job profiles, primarily for use in Human Resources areas, and for team selection and/or reorganization. To achieve this utilitarian goal, Nawaiam employs its innovative software based on the idea and principles of Gamification®, where the achievement of this utilitarian purpose is aided by Gaming as a strategic ally.
Application or Platform: The interface for accessing the Software, its features, and its resources.
Content Updates: Any modification of the Software, whether performed automatically or not, resulting from updates or changes in its functionality or appearance. Updates, as applicable, may incur additional charges. Some updates may result in data loss. In this regard, the User acknowledges and understands this potential circumstance, and undertakes to perform necessary backups to diligently prevent any loss or alteration of information, in accordance with their own interests and at their own risk.
Improvements: An update that represents acquiring a version better than the one originally obtained. Acquiring a better or superior service than originally provided shall be considered a valuable consideration by default, although Nawaiam reserves the right, at its sole discretion, to release the Licensee from any payment, without prejudice to what is provided in Clause 21.5.
Licenses/Tokens: Access permission granted by Nawaiam for the purpose of using the Services platform, which, once acquired by the Licensee, equates to access per acquired License/Token. These may be acquired individually or through membership acquisition.
Memberships: Refers to a set of benefits granted against payment (annually or monthly) made by the Licensee, with a minimum validity period of one (1) year. These benefits may vary depending on the category of Membership acquired, with corresponding benefits that the Licensee can access, such as the number of Tokens available per month, among other benefits. Memberships will be initially classified into five (5) Service categories (Starter, Steady, Apex, To the Moon, and Custom), which Nawaiam may modify without prior notice to the Licensee. These memberships may be subject to changes depending on the applicable jurisdiction. Therefore, the term developed herein should be understood as encompassing all categories of Services.
Services: The services included in the Software will vary depending on the license actually acquired through the License or the different levels of existing Memberships.
Quote: A quote that may be specifically sent by the Licensor to a particular Licensee. In the absence of a specific Quote, the rates advertised on the Licensor’s website shall apply.
Primary Contacts: Addresses and email addresses provided by the Parties. Nawaiam constitutes its contact address in the header. The User declared at the time of creating a user and their respective login for the first time.
1.3. In the event that the terms established in this Agreement, as well as any word, phrase, clause, or sentence, are eventually interpreted as contrary to law or unenforceable for any reason, such word, phrase, clause, or sentence shall be modified or removed in a manner that grants a meaning consistent with such provision or subsequent resolution. However,
even in such a scenario, the remaining clauses of this Agreement shall not be affected by it, maintaining their absolute validity and effectiveness for the intended purposes and effects.
Clause II: Acceptance and Entry into Force.
2.1. The User’s access to the Platform or its use shall be construed, for all purposes of this Agreement and without limitation, as full acknowledgment and acceptance of the terms and conditions set forth in this Agreement. Therefore, careful and detailed reading of this Agreement is recommended. In this regard, the User’s first access, or the respective contracting of the Products and Services described herein, regardless of whether subsequent access or use occurs, implies the full entry into force of the rights and obligations of the Parties under this Agreement.
2.2. Acceptance of this Agreement implies an express acknowledgment by the User of having read, understood, and accepted the terms, effects, and scope of this Agreement, and the User shall not subsequently claim lack of knowledge of the stipulations that have been made fully available to the User.
2.3. Any party that does not accept the terms and conditions herein, which are binding and obligatory, must refrain from using the Platform, the Software, and any product and service that is intellectual property of Nawaiam. The sporadic or continuous use of any product related to this Agreement by the Licensee or the Users implies acceptance of any modifications to this Agreement. In this regard, Nawaiam, at its sole discretion and without prior notice, may modify, in whole or in part, this Agreement, its usage policy, and its product and service policies, without being legally obligated to notify the Licensee or the Users. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as “Additional Terms”) shall become effective immediately and shall be considered an integral part of this Agreement. Nawaiam, at its sole discretion, may notify Users through newsletters, notices, or generic communications of any modifications to this Agreement; however, such action shall not be interpreted as creating a specific obligation to notify. Thus, if such notification occurs, it shall be interpreted as a courtesy act by Nawaiam and shall not exempt the Licensee and the Users from their obligation to stay informed about any modifications made to the terms herein.
Clause III: Duration.
3.1. The Starter, Steady, Apex, and To the Moon memberships will begin when the Licensee’s initial payment is processed and will last for a period of one year. Additionally, the Custom membership will have a personalized termination period determined between the Licensor and the Licensee.
3.2. Without prejudice to the fact that certain clauses, due to their nature, will remain in effect after the expiration of the license term acquired through this Agreement, the Parties mutually understand that this Agreement shall remain in force for the duration period established according to the acquired membership. Each membership has different terms and limitations.
3.3. Furthermore, without the need for prior notice, upon the expiration of the aforementioned term, this Agreement shall be automatically renewed for a new period, which shall be equivalent to the term originally contracted by the User. In the event that such an extension occurs, it shall be considered an extension agreed upon by the Parties with respect to all the terms and agreements established in this document, including any Additional Terms that may have been updated; notwithstanding the effects resulting from the partial or total breach of the contract by the Licensee. Either of the Parties may exercise the option not to continue with the service subscription, requiring the cancellation of the subscription, subject to prior notification to the other Party; such notification shall be sent at least five (5) business days in advance of the date on which the automatic renewal referred to herein would occur.
Clause IV: License Grant.
4.1. Intellectual Property Rights: In consideration of the documents and information that the Licensee has had before them in due time and with sufficient lead time to understand their scope and content, the Licensee and the Users represent and accept:
4.1.1. That Nawaiam is the sole and exclusive owner of all intellectual property rights related to the Software, including all tools, aspects, information, and data related to it. Additionally, Nawaiam is the sole and exclusive owner of the registered trademarks Nawaiam®, Gaming for the future®, and Gamification®.
4.1.2. That the execution of this Agreement shall not, in any way, imply the transfer, in whole or in part, of Nawaiam’s intellectual property to the Licensee, the Users, or any other party related to the Licensee who may have participated in this Agreement, even occasionally. Furthermore, it shall not imply the formation of an entity, joint venture, or any other form of association that would grant the Licensee rights to Nawaiam’s sole and exclusive intellectual property.
4.1.3. The Licensee and the Users shall be strictly obliged to observe, comply with, and adjust their conduct in accordance with all contractual and technical limitations related to the use of the Software. Nawaiam’s intellectual property shall include all modifications made to the Software, in accordance with the requirements that must be met regarding the Licensee and the Users, in the case of contracts that include the customization of the Software for a specific use or purpose.
4.1.4. In any case, the scope of this Agreement also includes any software or rights that have not been incorporated into this document but are owned by Nawaiam.
4.1.5. The Licensee and the Users undertake to notify Nawaiam within 48 hours of the occurrence of any event that, regardless of its cause or the responsible party, may result (even potentially) in an infringement of Nawaiam’s intellectual property rights. Failure to comply with this provision will trigger the termination procedure provided herein.
4.1.6. The Licensee and the Users undertake not to make changes without the necessary and indispensable intervention of Nawaiam. The Licensee and the Users shall not modify, alter, decompile, disassemble, reverse engineer, or emulate the functionality, reverse compile or reduce it to a human-readable form, or create derivative works of the Software without the prior written consent of Nawaiam. The Licensee and the Users understand and accept that any change or adjustment made otherwise than in accordance with this provision may result in a violation of applicable civil, commercial, or criminal laws.
4.1.7. The product identified as “Not for Resale” or “NFR” may not be resold, transferred, or used for any purpose other than demonstration, testing, or evaluation.
4.1.8. The intellectual property rights detailed below shall remain the property of Nawaiam.
4.2. Subject to license restrictions and confidentiality provisions set forth herein, the Licensee, the Users, and contractors working for the Licensee are authorized to use the Software solely on behalf of the Licensee, as necessary, to fulfill the Licensee’s obligations that necessarily involve the use of the platform. The Licensee shall be solely responsible for ensuring that its Users and contractors comply with the terms and conditions of the license granted herein, as well as with the confidentiality and non-competition obligations established in this EULA. Beyond the referenced individuals, no other party may use or make use of the Software; any violation thereof, if it occurs, could give rise to the necessary legal, and even criminal, liability on the part of the Licensee, its Users, and the third party infringing upon Nawaiam’s intellectual property.
4.3. Any modification to the Software’s programming, regardless of the scope or functionality affected, shall be strictly prohibited unless the Parties expressly and in writing agree otherwise. In no case, even with such express consent, shall modifications be separate from adaptations that are merely functional for the Licensee; therefore, they shall not in any way affect Nawaiam’s intellectual property rights or the economic rights related thereto. Exceptionally, and with prior authorization expressly provided by Nawaiam, the Licensee may extend usage to third parties, employees, or contractors, subject to specified limitations. Even in such cases, Nawaiam declares that any modification made to the Software or related products and services may result in contingencies, including, among others, loss of stored information, loss of basic functionalities, among other issues. In this regard, the User undertakes to take all necessary precautions, at their own expense, understanding and risk, to prevent such occurrences.
4.4. The Nawaiam Software is provided to the Licensee “As Is.” Nawaiam does not guarantee that the functions contained in the Software will meet the Licensee’s requirements or that the operation of the Software will be uninterrupted or error-free, or that defects in the Software will be corrected in the manner expected by the Licensee. Furthermore, Nawaiam does not warrant or provide any coverage regarding the use or results of the use of the Software, including, among other things, correctness, accuracy, reliability, or other aspects. No oral or written information or advice provided by Nawaiam or an authorized representative thereof shall create a warranty or in any way expand the scope of the warranty provided herein.
4.5. The limited warranty stated above is the sole express warranty granted to the Licensee, and it is provided in lieu of any other express warranties, if any, created by any documentation or instrument. Except for the limited warranty and to the maximum extent permitted by applicable law, Nawaiam and its suppliers provide the Product and support services (if any) “As Is,” and hereby the Licensee waives all other warranties and conditions, whether express, implied, or statutory, including, among others, any implied warranties, including the warranties of merchantability, merchantable quality, fitness for a particular purpose, accuracy, or completeness of responses, results, work effort, lack of viruses, and negligence, all with respect to the Product and the provision or non-provision of support services.
4.6. Exclusion of Damages: To the fullest extent permitted by applicable law, in no event shall the Licensor or its suppliers be liable for any special, direct, indirect, consequential, incidental, or punitive damages, including, but not limited to, damages for loss of opportunity, profits, or confidential or other information, business interruption, physical or psychological injury, privacy-related losses, breach of obligations, whether in good faith or reasonable care, negligence, or any other material loss or other loss arising out of or in any way related to the use or inability to use the Product and/or the Service, the provision or non-provision of support services, or otherwise under or in connection with any provision of this Agreement; where in any way, actual or potential, direct or indirect, immediate or remote relation to the result, the Licensee, its Users, or any other person with a commercial or employment relationship with the Licensee, whether permanent, temporary, or even incidental, with or without access to the Software or Products, may have been involved in the occurrence of such damages or have not exercised due diligence or care in preventing them, regardless of the actual or abstract proportion of impact that such actions or omissions, in particular, may have with respect to the occurrence of damages. In such
circumstances, the Licensee agrees to release Nawaiam from liability for actual or potential damages, in accordance with the foregoing provisions.
4.7. Statement Regarding Software Functionality: Licensees and Users declare and warrant that they know, understand, and accept that the Software licensed by Nawaiam constitutes a support tool that replaces traditional recruitment and internal diagnosis processes in the human resources field; however, this does not exempt the system from being error-free. Thus, and given that it is an essential obligation of the User and Licensee to avoid and reduce harmful consequences, this Clause, as the Parties agree, should be interpreted in light of the consequences provided for in Clause 4.6.
Clause V: Memberships.
5.1. As provided in Section XI of Clause One (“Terms, Definitions, and Interpretation”), the Services are primarily composed of five (5) membership categories, according to the plan or level of subscription chosen by the Licensee. These memberships may be subject to modifications according to applicable jurisdiction.
5.2. The Licensee may access the use of the License by making a one-time payment and will have the number of accesses available to the Platform according to the number of Licenses actually acquired. Access to this License will be independent of any Memberships that the Licensee may eventually acquire.
5.3. For all purposes, and without prejudice to future modifications and/or additions that Nawaiam may, in its sole discretion, make, a brief description of the functionalities and specifications included in each membership category is provided below:
5.3.1. Starter: The Licensee of the Starter license will have (a) one (1) Super Administrator, (b) five (5) monthly Tokens (60 per year) with a lifespan of two (2) months each Token, (c) access to all functions of the Dashboard, (d) the individual report or diagnosis, and (e) the company report.
5.3.2. Steady: The Licensee of the Steady license will have (a) one (1) Super Administrator, (b) twenty-five (25) monthly Tokens (300 per year) with a lifespan of two (2) months each Token, (c) access to all functions of the Dashboard, (d) the second version of the “Metaverse” program (if available), (e) the individual report or diagnosis, and (f) the company report.
5.3.3. Apex: The Licensee of the Apex license will have (a) three (3) Super Administrators, (b) one hundred (100) monthly Tokens (1200 per year) with a lifespan of three (3) months each Token, (c) access to all functions of the Dashboard, (d) the version of the program in “Metaverse” (if available), (e) the individual report or diagnosis, and (f) the company report.
5.3.4. To the Moon: The Licensee of the To the Moon license will have (a) six (6) Super Administrators, (b) five hundred (500) monthly Tokens (6000 per year) with an unlimited lifespan, (c) access to all functions of the Dashboard, (d) the version of the program in “Metaverse” (if available), (e) the individual report or diagnosis, and (f) the company report.
5.3.5. Custom: The Licensee of the Custom license will have (a) a customized number of Super Administrators, (b) a customized number of monthly Tokens with a lifespan to be determined, (c) access to all functions of the Dashboard, (d) the version of the program in “Metaverse” (if available), (e) the individual report or diagnosis, and (f) the company report. The number of Licenses to be acquired as well as the number of super administrators must be agreed upon between the Licensee and the Licensor.
The Licensee will be entitled to access the first version of the program. Accordingly, the Licensee will not have the right to access updated versions of the originally acquired program.
5.4. The Licensee may change membership even during the Term of the currently contracted one. In the event of changing membership under the described circumstances, the initially acquired service (hereinafter, the “Initial Service”) will continue to be provided until the end of the current month’s billing period. Starting from the following month, the Licensee will have their membership corresponding to the newly acquired service (hereinafter, the “New Service”). After acquiring the New Service, the Licensee will retain the Licenses related to the Initial Service that have been accrued, for a maximum period until the expiration of such Licenses. However, memberships are not cumulative among themselves.
**Clause VI: Technological Requirements.**
6.1. **Operational Requirements.** The use of the Software requires compliance by the terminals where it will be operated by the Licensee and/or Users. These terminals must have: i) A mobile phone or tablet with preferably modern processors; ii) Android operating system -v4.4 or higher- or iOS -v10.0 or higher-; iii) Access to the internet with stable and fast connectivity; iv) Available storage space, which will be determined according to the version and operating system possessed by the User. Additionally, the Licensee must have access to the internet with stable and fast connectivity and a web browser to view the results of the licenses obtained.
**Clause VII: Representations and Warranties.**
7.1. **Software and Services.** The Licensor represents and warrants that: (i) the supplied Software will be free from significant programming errors. The Parties will interpret “significant programming errors” to include all damages that, not attributable in any way to the Licensee (in accordance with Clause 4.6), render the fulfillment of the objective of this service contract impossible or unfeasible. In this specific case, a significant programming error will be one that prevents obtaining a result -not necessarily compatible with the result expected by the User- after completing and finishing the game; (ii) the services and Software will comply with the generally observed standards in the industry for similar services and Software.
7.2. **Ownership and Authority.** The Licensor represents and warrants that: (i) it is authorized by Tu Primera Pega SPA to exploit, in the Republic of Argentina, all copyright, trade secrets, patents, and other intellectual or industrial property rights related to the Software; (ii) it has full power and authority to grant the rights granted in accordance with this Agreement to the Licensee regarding the Software; and (iii) neither the performance of services by the Licensor nor the Licensee’s license and use of the Software and associated services, as long as it conforms to the terms of this Agreement, will in any way constitute an infringement, misappropriation, or other violation of any copyright, trade secret, trademark, patent, invention, proprietary information, non-disclosure, or other rights of third parties.
7.3. **User and Licensee Warranty Declarations for the Benefit of Nawaiam.** These declare and warrant that:
7.3.1. They will not use the Software inappropriately for a purpose other than that set forth in this document or different from the one for which the Nawaiam Software was initially contracted.
7.3.2. All parties related to them in any way must comply with the confidentiality policy established in Clause VII regarding Nawaiam’s intellectual property. The Licensee guarantees that it will hold Nawaiam harmless from any damage arising from a breach of such obligation.
7.3.3. The Licensee will be subject to non-compete clauses regarding the programming of the Software, for the benefit of Nawaiam.
7.3.4. No provision or warranty in this document shall be misinterpreted or permit misuse of Nawaiam’s intellectual property.
7.3.5. They will avoid and, if necessary, indemnify and compensate the Licensor for any security breach, whether caused by human error, internal system failure, hardware failure, or any type of conduct, action, or omission, whether negligent or intentional, by their users, employees, authorities, or any other third party that may have access to the Software on behalf of the Licensee or an unauthorized third party to whom the Licensee has given access to the Software, documentation, reports, or any other information contained. In such a case, Nawaiam shall be exempt from any liability for such misuse, without prejudice to all legal actions that the Licensor may take against the Licensee, its users, employees, authorities, or involved third parties for any damage caused.
7.3.6. The Licensee guarantees and assures the Licensor and the Users that the data of the Users transferred by Nawaiam regarding the results obtained through the use of the acquired Licenses: (i) are treated with absolute confidentiality and protection; (ii) their own databases are properly registered and recorded in accordance with applicable law; (iii) and that in the event of any damage or dispute that may arise with respect to them under their sphere of action, they will hold Nawaiam harmless. The User, in turn, understands and acknowledges that once Nawaiam transfers the data to the Licensees, they will be outside its sphere of protection, so any rights or claims they wish to exercise regarding them should also be directed to the Licensee company that acquired their data.
7.3.7. Conflict of Interest: The Licensee and its associates, dependents, or third parties associated with it shall refrain from engaging in such activities in accordance with the provisions included herein.
7.4. **Nawaiam’s Warranty Declaration for the Benefit of the User:**
7.4.1. **Software Performance:** The Nawaiam Software will substantially function in accordance with the documentation and functionalities accompanying it for a period of thirty (30) days from the date of receipt. Regarding defects known by the User after the thirty (30) day period, Nawaiam provides no warranty or refund of any kind, regardless of applicable technical support.
7.4.2. **Add-ons and Updates:** Product supplements or updates, including, among others, service packs (if any), or urgent fixes provided to you after the expiration of the thirty (30)-day Limited Warranty period are not covered by any warranty or condition, express, implied, or statutory.
7.4.3. **Exclusion of Direct, Indirect, Consequential, or Other Damages:** The sole and exclusive valid remedy for the purposes of rectifying any defect or damage caused as a result of Nawaiam’s breach of the limited warranty period is as follows: Except for any refund made at the sole discretion of Nawaiam, the User shall not have the right to claim, by any means through which they may seek to do so, any damages, including -without limitation, direct, indirect, incidental, or consequential damages if the Product does not meet Nawaiam’s Limited Warranty. The terms of the preceding Section 4.6 (“Exclusion of Incidental, Consequential, and Certain Other Damages”) are also incorporated into this Limited Warranty.
**Clause VIII: Personal Data Treatment Policy.**
8.1. **Collection of Personal Data.** Nawaiam collects personal data directly from Users who may access and use Nawaiam Software. Users provide this information autonomously and independently by their own will and control. Additionally, data may be collected through related functions provided by Facebook® or Linkedin® or other networks (subject to prior acceptance), and some may be requested to create more comprehensive User profiles. These additional data may include, for example, age, educational status, place of residence, National Identity Document, employment data, personal skills, and any other similar information. If the User does not wish to have their personal information collected, they should refrain from using the Software. The Licensor declares that, in particular, the User’s profile resulting from their participation in the Software’s game (hereinafter referred to as the “Profile”) will be collected. The Licensor declares that the Profile does not represent a psychological or psycho-diagnostic profile or a professional assessment of the User’s personal qualities but is a report highlighting some aptitudes detected by comparing their responses with pre-programmed results and answers in the Software, which does not guarantee or warrant that the highlighted aptitude or area for improvement necessarily corresponds to reality or the theoretical or practical outcome expected by the User, Licensee, or the company that ultimately takes note of such Profile.
8.2. **Purpose of Data Collection.** Nawaiam collects personal data of its Users for the purpose of future transfers to third parties, whether for consideration or free of charge. These third parties may coincide with the Licensee who has acquired the licenses subsequently used by the User or not. In no case will Nawaiam require or collect sensitive data from the User. The purpose of data collection is, in some cases, for internal storage, creating a secure internal database that may be shared with Licensees who request access to it. The User guarantees under their sole responsibility that the data provided are correct, true, and current. In this regard, Nawaiam does not guarantee the accuracy of such data.
8.3. **Use of Collected Information:** All information provided will be treated as confidential. Notwithstanding the above, our application uses the stored information to transmit to Licensees, whether they are used in personnel selection processes or directed towards evaluating the performance of their internal teams. The User expressly declares to be aware of and accept the purpose that will be given to the data provided, with all the foreseeable consequences thereof.
8.4. **Personal Databases.** The personal databases collected by Nawaiam are duly registered with the competent authorities and subject to current legislation. Questions, comments, and complaints about data practices may be sent to the following email address: data@nawaiam.com. In any case, and without prejudice to the above, Users may access the stored data, freely requesting their display, modification, or deletion, as indicated in Nawaiam’s Privacy Policy (https://nawaiam.com/politicas-de-privacidad/) and GDPR (https://nawaiam.com/gdpr/).
8.5. **Data Processing Responsibility.** To the extent that Nawaiam processes personal data about any person in the course of providing the Services, it will do so solely as a data processor acting on behalf of the Licensee (as the data controller). Once transferred, Nawaiam is not responsible for their processing.
8.6. **Data Processing Instructions.** Nawaiam will process the Data in accordance with the legal instructions of the Licensee and declares that it will not: (i) assume any responsibility for determining the purposes for which and the manner in which the Data is processed; or (ii) process the Data for its own purposes (other than for aggregated analytical purposes authorized by the Customer).
8.7. **Data Security Measures.** Nawaiam will implement and maintain adequate technical and organizational measures throughout the term of this Agreement to protect the Data against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure, or access, and against all other unlawful forms of processing. In this Section, and in accordance with the definitions included in Article I, the terms “controller,” “processor,” and “personal data” shall have the meanings given to them in the EU Data Protection Directive 95/46/EC.
8.8. **Transfer of Data Responsibility.** The User understands and acknowledges that once Nawaiam transfers the data to the Licensees, they will be outside its sphere of protection. Therefore, any rights or claims they wish to exercise regarding them should also be directed to the Licensee company that acquired their data. While these Licensees commit to protecting the transferred information, providing the appropriate level of protection and compliance with applicable law, Nawaiam cannot ensure that Licensees have the actual adequate security level or that they presume to have it.
**Clause IX: Indemnity.**
9.1. **Mutual Indemnity:** Each party shall indemnify, defend, and hold the other party, its Affiliates, and their respective directors, officers, employees, agents, and related individuals (each of the foregoing shall hereinafter be referred to as an “Indemnified Party,” individually, and as the “Indemnified Parties,” collectively, and the counterpart shall be referred to as the “Indemnifying Party”) harmless from and against any and all claims, demands, actions, liabilities, losses, costs, reasonable attorney’s fees, expenses, judgments, or damages, whether direct, indirect, ordinary, special, or consequential, resulting from any claim made by a third party or lawsuit filed against an Indemnified Party arising out of (i) the negligence of the Indemnifying Party, its agents, employees, directors, officers, or authorized resellers; (ii) any breach of this Agreement, including any representation, warranty, or covenant made herein; (iii) any claim brought against the Indemnified Party by the agents, employees, directors, officers, or authorized resellers of the Indemnifying Party.
9.2. **Intellectual Property:** In addition to the indemnification provided in the preceding Section 8.1, the Licensor shall indemnify and hold the Indemnified Parties harmless from any claims arising from the use of the Software or any part thereof, or the misappropriation or infringement of a patent, copyright, trade secret, trademark, or other intellectual property right. Notwithstanding the foregoing, Nawaiam shall not be responsible in any way for claims set forth in the previous paragraph when the damage caused is a direct or indirect result of misuse, modification, update, download, or installation of the Software, not expressly authorized by the Licensor, by the User and its related individuals, employees, directors, or officers, authorized resellers, their Affiliates, or any other party who may have accessed the software directly or indirectly on behalf of the Licensee. In any of these cases, Nawaiam shall have the right to take legal action to seek redress for the damages suffered by Nawaiam or third parties as a result of such acts.
9.3. **Indemnification Process:** If a third party asserts a claim that falls within the scope of the “Mutual Indemnity” or “Intellectual Property” sections above against an Indemnified Party against whom such Indemnified Party intends to seek indemnification under this Clause, the Indemnified Party shall promptly notify the Indemnifying Party of such claim, including a complete description of the claim, all relevant supporting documentation, and the amount sought, if known, along with a breakdown of the amount in question. Failure to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder, except with respect to damages or additional damages resulting from delays or irregularities in such notice. Upon providing such notice, the notified Party shall be obligated to defend the Indemnified Party against the claim and shall be entitled to assume control of the defense of the claim with legal counsel chosen by the notifying Party that is reasonably satisfactory to the Indemnified Party. The Indemnified Party, to the extent commercially reasonable, shall fully cooperate and assist the notifying Party in defending against such claim in all reasonable respects at the request of the notifying Party. The notifying Party shall use commercially reasonable efforts to keep the Indemnified Party fully informed at all times of the status of the defense. The Indemnified Party shall have the right, at its own expense, to employ separate counsel in any such action, but the role of such counsel shall be limited to supporting the counsel for the notifying Party. None of the Parties shall be liable for any settlement or action made without its consent, which shall not be unreasonably withheld.
9.4. **Remedies:** At the sole discretion of the Licensor and in lieu of the indemnification provided in the “Intellectual Property” Section above, if the Licensee’s use of the Software is enjoined, or if the Licensor reasonably believes that an injunction preventing its use is likely, or if the Licensor in good faith believes that the Software is likely to be found to be an infringement or misappropriation of a patent, copyright, trade secret, trademark, or other intellectual property right, the Licensor may, at the Licensee’s expense, in the following mandatory order: (i) replace the Software with compatible software that is functionally equivalent and does not infringe such rights; or (ii) modify the Software so that it no longer infringes such rights; provided, however, that such replacement or modification shall not substantially affect the functionality or performance of the Software. Such action shall render any claim or cause of action that the Licensee may have believed to have been valid, or that arose in connection with the above clause, null and void.
9.5. **Non-Compete and Conflict of Interest:** The Licensee declares, accepts, and undertakes to refrain from developing, initiating, participating in, or taking part, whether directly or indirectly, in any activity that is directly or indirectly competitive with the Software or any other product or sub-product covered or subject to Nawaiam’s intellectual property, regardless of its name or designation. This absolute prohibition shall be effective for the term of this Agreement and for five (5) years after the termination of the contractual relationship between the Parties, regardless of the cause or reasons for such termination. For the purposes of this paragraph, an activity that violates this non-compete provision shall include, but not be limited to, any planning, design, execution, or implementation that, in Nawaiam’s understanding, may be a competitive act with respect to Nawaiam’s commercial activities. Notwithstanding the foregoing, the Licensee shall not be prevented from contracting an analogous service provided by another entity after the termination of this agreement or even before the expiration of the aforementioned protection term, provided that such service existed before the conclusion of the contract with Nawaiam, and provided that the Licensee had no relationship with such providing entity or participation in its formation. The Licensee specifically agrees to refrain from taking actions, on its own behalf or on behalf of third parties, regardless of the form of such actions, that, directly or indirectly, may constitute competitive activity with respect to the products and services subject to Nawaiam’s intellectual property rights, whether such actions occurred within the geographic boundaries of this Agreement or outside of them. In the event of a breach of the aforementioned provision, the Licensee shall pay Nawaiam compensation equivalent to three (3) times the Licensee’s highest annual revenue in any country where it conducts its business, directly or through third parties. To determine the amount of such compensation, the Licensee shall use the following parameters: a. The income from the country where the Licensee had the highest revenue shall be considered for this purpose; b. The amounts in question shall be considered without deducting any expenses (i.e., gross turnover shall be considered). c. The annual amount obtained shall be multiplied by three.
Clause X: Relationship Between the Parties
10.1. The Parties declare that they are completely independent entities and operate their activities separately and distinctly. Therefore, they do not hold shares or have coinciding shareholders or partners, they do not share a legal or fiscal address, they do not share clients or suppliers, and they have no commercial or non-commercial relationship other than the one outlined in this Agreement.
10.2. Hence, the Parties declare that they recognize and accept the fact that each party conducts its business with its own organization, management, and personnel, and each Party fully assumes the business risks related to its activities, relationships, and obligations under this Agreement. Furthermore, the Parties declare that nothing in this Agreement shall be construed as creating an employment relationship, partnership, or joint venture between the Parties; and nothing in this Agreement shall be construed as creating an employment relationship or a principal-agent relationship between Nawaiam and its employees and the Licensee, nor between Nawaiam and the Users, nor between the Licensee and the Users.
10.3. Each Party declares and warrants that they will make any statement or announcement necessary to provide clarity regarding the independent relationship described above; therefore, they commit to notify the other party, within a period of forty-eight (48) business hours, of the existence of any act that may create confusion regarding such independent relationship. Additionally, despite the specific provisions set forth in this Agreement, the Parties agree to refrain from making any statement, declaration, or announcement that may lead to an unviable connection or assimilation between both companies, and in the event such a situation arises, the Parties hereby declare that they will rectify the situation within a period of twenty-four (24) hours.
Clause XI: Advertising
11.1. The Licensee acknowledges that Nawaiam may use the Licensee’s name and logo to identify them as a customer of Nawaiam’s products and/or services, including press releases highlighting new commitments by customers. Furthermore, Nawaiam may use the names and logos of its customers, provided that it has prior written authorization from them or their representatives. In any case, such use shall be limited to identifying the Licensee as a user of the Software for the purpose of promoting the service. Notwithstanding the above, even in the absence of such written authorization, the Licensee hereby expressly authorizes the use of any information that Nawaiam may consider technically, commercially, and technologically relevant, advancements, and progress of any kind in the industry or regarding any of its specific products, for the purpose of conducting surveys or reports aimed at improving the Software. If the Licensee refuses to make their name and logo public, the collected, stored, and processed information will be published while maintaining the Licensee’s complete anonymity, which will be referred to by its initials. If the Licensee wishes to use the name, logo, or any other copyrighted material owned by Nawaiam, they must submit a request in accordance with the procedure described in the subsequent clause.
11.2. All such requests, made by either party, must be submitted by the requesting party to any of the primary contacts as provided herein, with no less than thirty (30) days’ notice before the release of any press release, disclosure, or public statement, or any use of the name of the requesting Party or trademarks. If approval is granted, all uses of the name, trademark, and/or trade name of the requesting Party must strictly comply with the instructions provided by the requesting Party, in addition to observing due diligence with regard to any public statement, reputation, and best business practices that benefit the authorizing party when granting the use of its name or brand. Notwithstanding the foregoing, nothing in this Section shall prevent the Parties from complying with disclosures required by law or imposed by any governmental, regulatory, or agency authority; provided that the exonerating party notifies the other in writing of such disclosure and grants a reasonable period for commenting on such disclosure before issuance.
11.3. The Licensee agrees that Nawaiam and its affiliates may collect and use technical information provided by you as part of the support services related to the Product. In such a case, Nawaiam will not use this information in a manner that personally identifies the Licensee or its Users.
11.4. The Parties shall not issue any press releases or make other disclosures or public statements related to this Agreement without the prior written consent of one of the designated representatives in the section of Primary Contacts.
Clause XII: Charges
12.1. The fees for the Services are set forth in the quotation included in the Quote provided to the Licensee, which will be prepared on a customized basis. In the absence of a customized quotation, the fees corresponding to different Membership categories, which are advertised on the Licensor’s website (https://nawaiam.com/), shall apply. The fees are subject to changes based on Nawaiam’s service costs. Nawaiam reserves the right to implement modifications to the fees without prior notice. However, Nawaiam may choose to notify the Licensee as a courtesy.
12.2. Unless specifically stated otherwise, the Fees are non-refundable. Payment of the fees is considered consecutive and cumulative.
12.3. In the event that the Licensee, for any reason, delays the payment obligation incurred; the Licensor may, at its sole discretion:
12.3.1. Retain for itself the entirety of the fees paid – as specified in the Quote – if the payment was made annually, as liquidated damages and not as a penalty. The Licensee understands and accepts that Nawaiam has scheduled its personnel to perform such Services and License, and that any termination, postponement, modification, or alteration of such schedule will result in costs for the Licensor, understanding that the specified charge is reasonable.
12.3.2. Accelerate the payment deadline for the Licensee’s unpaid fees under such agreements, making all of them immediately due and payable, with the Licensor being authorized to suspend the use of such Services until the amounts are paid in full.
12.4. Subject to Nawaiam’s credit approval, all these Fees shall be paid upon receipt of the Licensor’s invoice in the currency, method, and manner agreed upon. The Licensee shall pay the Fees within five (5) days from the date of Nawaiam’s invoice or within the timeframe agreed upon in the Quote document.
Clause XIII: Capacity and Applicable Law
13.1. Hereby, the Parties affirm that they have the legal power, capacity, and authorization to enter into and execute this Agreement, that the entities they act on behalf of are duly organized and validly exist under the laws of their formation jurisdiction and are registered with the respective government, tax, fiscal, and administrative institutions in accordance with their business activity.
13.2. The Parties shall maintain detailed and accurate accounting records in accordance with the laws and regulations applicable to the Products.
13.3. Nawaiam agrees to comply with all applicable laws, statutes, and/or national, provincial, and municipal regulations related to its business activities, and/or regulations that may replace such applicable law in the future. Furthermore, the Licensee shall be solely responsible for its non-compliance and shall bear the legal consequences resulting from such non-compliance.
13.4. The Parties shall comply with all statutes, executive orders, decrees, regulations, rules, ordinances, and any other legal, administrative, or municipal provisions applicable to the Services and their employees or regulations that authorities consider applicable, whether such applicable law is in effect or becomes effective during the term of this Agreement or its extensions.
13.5. Furthermore, both Parties agree to comply with the laws, regulations, and statutes that are in effect or may be enacted during the term of this Agreement, related to the protection of personal data.
13.6. Each Party agrees to comply with and take reasonable steps to ensure that its subcontractors and affiliates comply with all laws and regulations applicable to the Parties, in relation to the provisions set forth in this Agreement, and shall take reasonable measures to ensure that its subcontractors and affiliates refrain from engaging in any actions that may violate such laws and regulations or any provisions herein.
Clause XIV: Confidentiality
14.1. Owner’s Information. For the purposes of this Agreement, the following definitions shall apply:
14.1.1. “Owner’s Information” means Trade Secrets and any other information that is of value to the Parties, specifically, but not limited to, the intellectual property rights referred to above, and which shall be treated as confidential and has been or will be disclosed between the Parties before or during the term of this Agreement.
14.1.2. “Trade Secrets” means, without limitation, any technical or non-technical information, formulas, patterns, compilations, programs, devices, methods, techniques, drawings, processes, financial data, financial plans, product plans, potential customers or suppliers, etc., and any type of information that is not commonly known or available to the public, and which: (a) has actual or potential economic value; and (b) is the subject of reasonable efforts under the circumstances to maintain its secrecy. Trade secrets specifically include all Software and any information described within the scope of the relationship, especially that which the disclosing party treats as its own or designates as a “trade secret.” The term “Trade Secrets” does not include any material or information of the types specified above to the extent that such materials or information: (z) are or become publicly known or generally used by others; or (y) as established by documentary evidence, are known to the other party, prior to receiving such materials or information from the claiming party; or (x) are legitimately received from a third party without breach of this Agreement or said third party’s confidentiality obligations. Failure to mark any trade secret as confidential shall not affect its status as a trade secret under this Agreement.
14.2. Both Parties acknowledge and agree that Owner’s Information obtained from the other Party as a result of this Agreement, before or during its execution, shall remain the sole and exclusive property of the disclosing party. Exposure as a “receiving party” by one of the Parties to the other party’s confidential information or the receipt of Owner’s Information shall not grant them any license, interest, or right of any kind to Owner’s Information, except as provided under this Agreement. The Parties may use Owner’s Information solely to fulfill their obligations under this Agreement. Neither Party shall disclose Owner’s Information to any third party other than employees and contractors who necessarily require such information to fulfill their obligations under this Agreement. The Licensee shall return to the Licensor or its authorized Distributors, as applicable, upon the Licensor’s or such authorized Distributor’s request, the Owner’s Information and all materials developed by the Licensor containing or based on Owner’s Information.
14.3. The Licensee shall cause each employee, subcontractor, employee of all subcontractors, authorized reseller, and employee of all authorized resellers who are exposed to the exclusive Owner’s Information to execute a confidentiality agreement that substantially contains the same terms as this article, and a copy thereof shall be provided to the Licensor within a reasonable time after its execution. The Parties shall require any recipient of Owner’s Information to comply with the restrictions of this Agreement regarding Owner’s Information before such Owner’s Information is disclosed to the recipient.
14.4. Subject to the terms set forth herein, the Parties shall protect Owner’s Information with the same degree of protection and care exercised when protecting their own confidential and proprietary information, but in no event shall it be less than reasonable care. With regard to Owner’s Information that does not constitute a trade secret, this article shall continue for a period of ten (10) years after the termination of this agreement. With respect to Trade Secrets, this Section shall continue as long as such Trade Secrets meet the definition of “Trade Secrets” as set forth in subsection 15.1.2 above.
14.5. Nothing in this Agreement shall prohibit or limit the use of information if the Party intending to use it establishes that (i) at the time of disclosure below, such information was generally available to the public; (ii) after the disclosure hereof, the information became publicly available to the general public, except for a breach of this Agreement by such Party; (iii) the information was in the recipient’s possession in a non-confidential manner and was not obtained directly or indirectly from the owner of such information or any Affiliate, as evidenced by the recipient’s written records; or (iv) the information is made available to a third party who is not legally prohibited from disclosing such information, provided that such information is not acquired directly or indirectly from the owner or any Affiliate.
Clause XV: Termination
15.1. Termination for Breach. Either party has the right to terminate this Agreement if the other party fails to comply with or ceases to fulfill any of the obligations stipulated herein, provided that the breach cannot be remedied or, if it can be remedied, is not remedied within seven (7) days following the notification – given by the complying party – informing of such breach, or within the additional remedy period that the complying party – in its sole discretion and consideration – may grant for the specific case. Furthermore, Nawaiam shall have the right to terminate this Agreement, without prior notice or demand, if the Licensee fails, in whole or in part, to fulfill payment obligations within thirty (30) calendar days from the date on which the outstanding payment falls due. Termination of the Agreement for this reason shall not entitle the Licensee to seek compensation under any circumstances nor prevent the debt from accruing interest until its full payment.
15.2. Acts of Insolvency. Any Party may terminate this Agreement, with immediate effect and by written notice, if the other Party is affected by the initiation of bankruptcy or insolvency proceedings in which it is a party to, makes an assignment or general arrangement concerning its assets for the benefit of its creditors, becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, or has substantially wound up or liquidated all of its business, voluntarily or otherwise. This shall not prevent the complying party from exercising the rights conferred by the law to obtain the satisfaction of remaining credits.
15.3. Rights and Obligations of the Parties upon Termination. Following the conclusion of this Agreement for any reason, without the need for an express request and within five (5) business days following the notification of termination of this Agreement by either of the Parties, the Licensee shall return to the Licensor all instruments related to the Software, documents, materials, and other property that belong to the Licensor and are in its possession.
15.4. Survival. The terms of this Agreement that, by their nature, are meant to extend over time – and beyond the duration of this Agreement – shall survive any termination or expiration of this Agreement. This particularly applies, but is not limited to, the confidentiality rights and duties of both Parties as established in Article XV and the intellectual property rights that Nawaiam holds over the Software and any other product included within its intellectual property.
Clause XVI: Taxes
16.1. Taxes. The Licensee shall be responsible for the payment of all taxes related to this Agreement, except for any tax based on the gross income of the Licensor and its authorized distributors. The Licensor shall be responsible for withholding, paying, and reporting each and every tax existing under applicable federal, state, or local law, on income, employment, and other taxes for any jurisdiction.
Clause XVII: Miscellaneous
17.1. This Agreement constitutes a complete and definitive agreement between the Parties regarding its subject matter and supersedes any instrument, draft, exchange of notes, letter of intent, or verbal agreement.
17.2. The Parties agree that if, for any reason or circumstance, any provision of this Agreement or any part thereof is deemed invalid and unenforceable, such declaration shall not extend to the remaining clauses, therefore, the rest of this Agreement shall remain in full force and effect, as agreed upon by the Parties. This provision shall apply regardless of the authority that, if necessary, finds any of the clauses here established invalid or unenforceable, whether judicial, administrative, or any competent body or entity in the matter.
17.3. It is agreed that any acceptance made by either party differently from what is established in this Agreement shall not constitute novation, extension, or modification of what was agreed upon. Correlatively, any extension or modification of the agreed-upon terms shall not imply novation of the obligations assumed by each of the Parties.
17.4. Furthermore, the Parties mutually declare that, in the event of the non-exercise of a right granted to any of the parties, it shall not, under any circumstances, be construed as a tacit waiver of the exercise of such right by the party in whose favor it was recognized or conferred.
17.5. Dispute Resolution. Except as otherwise provided below, all disputes arising out of or related to this Agreement that cannot be resolved through negotiations between the Parties shall be submitted to mediation in accordance with this Section. The completion of such mediation shall be a precondition to commencing any action in accordance with this Agreement. If the parties fail to reach an agreement on their dispute within fifteen (15) business days from the earliest date on which one of the parties notified the other of its desire to attempt to resolve the dispute, then the dispute shall be immediately submitted to mediation by a single mediator chosen by mutual consent of the Licensor and the Licensee. If the parties cannot agree on a mediator, the Licensor shall designate one individual, and the Licensee shall designate another, and those two individuals shall jointly select a mediator. Mediation shall take place in the Autonomous City of Buenos Aires. This obligation of the parties to submit any dispute arising from or related to this Agreement to mediation shall survive the expiration or early termination of this Agreement. Notwithstanding the foregoing, either party may seek a court order or other appropriate relief from a court to preserve the status quo with respect to any matter pending resolution through mediation, but shall not be allowed to remain or obstruct the progress of the mediation. If the parties fail to reach an agreement through the foregoing mediation process, either party may seek judicial resolution of the dispute. From the moment one of the parties requests mediation and until the satisfactory resolution of the dispute, this Agreement shall remain in effect, in accordance with the common understanding of the Parties. In this regard: the party requesting mediation shall notify the other party by reliable means of its intention to continue to fulfill its obligations under this Agreement. Upon receiving such notice, the notified party shall respond by reliable means within 24 hours, stating whether it will continue to fulfill its own obligations or not. In case this party does not intend to continue fulfilling its obligations, this Agreement shall be terminated, without prejudice to the liability of the breaching party, on the date on which the party requesting mediation receives notice of the intention not to fulfill the Agreement; or, alternatively, if the Parties decide to continue fulfilling their obligations, apart from the terms of this Agreement, they shall indicate in writing the scope and content applicable to their contractual obligations under these special circumstances. The lack of a response shall be interpreted as the continuation of the fulfillment of obligations unless and until notice by reliable means indicates otherwise or other reasons for termination in accordance with this Agreement.
17.6. Applicable Law and Jurisdiction. The parties agree that this Agreement and all matters arising directly or indirectly, or related to this Agreement shall be governed and construed in accordance with the laws of the Republic of Argentina, without giving effect to any choice of law provisions that would require the application of the laws of another jurisdiction. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS SHALL NOT APPLY TO THIS AGREEMENT. The parties agree that the exclusive jurisdiction and venue for any action related to this Agreement shall be a federal or state court in the Autonomous City of Buenos Aires, and the parties hereby submit to the jurisdiction and venue.
17.7. Assignment. Any Party may assign any of its rights or delegate any of its obligations under this Agreement, but shall obtain the written consent of the other party for such assignment or delegation to be binding. Any attempt to transfer, assign, or sublicense this Agreement without prior written consent may be null and void ab initio. This Agreement shall be binding upon and inure to the benefit of the Licensor, the Licensee, and their respective permitted successors and assigns.
17.8. No delay or omission by Nawaiam in exercising any right, power, or privilege under this shall impair such right, power, or privilege, nor shall any single or partial exercise of such right, power, or privilege preclude any further exercise of the same. The rights and remedies provided herein are cumulative and not exclusive of any rights or remedies Nawaiam may have under applicable law.
17.9. All notices, consents, waivers, and other communications under this Agreement must be in writing and shall be deemed duly delivered when: (a) delivered by hand (with written confirmation of receipt); or (b) received by the recipient, if sent by certified or registered mail, return receipt requested, or by a nationally recognized express delivery service (with confirmation of delivery) to, in the case of the Licensor, the appropriate addresses below (or to such addresses as the Licensor may designate by notice to the Licensee):
– Nawaiam: Ayacucho 1744, sixth floor, apartment “B,” in the Autonomous City of Buenos Aires.
– Licensee / User: The address or email – interchangeably – provided at the time of subscribing to the service and/or any product provided by Nawaiam.
18.10. Third-party beneficiaries. This Agreement is solely between, and may only be enforced by, the Licensor and the Licensee, and, subject to the “Indemnification” Article herein, shall not be deemed to create any rights in third parties, including suppliers, customers, or subcontractors of a party, or to create any obligations of a party to such third parties.
18.11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original but all together shall constitute a single document.
18.12. Electronic Records and Signatures. The parties may convert this Agreement into an electronic record, and in the event of any dispute involving this Agreement, a copy of such electronic record may serve as the original. The parties consent to conducting business through electronic transactions and acknowledge the validity, enforceability, and admissibility of any electronic record or any click to accept or electronic signature created in connection with this Agreement. An electronic record of this Agreement and any click to accept or electronic signature made in connection with this Agreement shall be deemed to be signed by hand by the parties.
18.13. Primary Contacts. For all communications between the Parties under this Agreement, except those made through sufficiently reliable means, the Parties designate the following contacts:
– Nawaiam: electronic contact at https://nawaiam.com/contacto/.
– Licensee: the contact shall be the email address used by the Licensee, or any of its Users, the first time they access the Platform and register for its use and access. This contact may be modified by the Licensee as long as it has the prior express consent of the Licensor.