Terms and conditions of subscription
for Regcheq SpA software services

This document regulates the acquisition and use of Regcheq services by the Client, as defined below. Capitalized terms have the definitions set forth herein.

Customer agrees to the terms of this Agreement by executing a Services Addendum that references this Agreement.

If the person accepting this Agreement is doing so on behalf of a business or other legal entity, such person represents that they have the authority to bind such entity and its Affiliates to these terms and conditions, in which case the term “Client” shall refer to to said entity and its subsidiaries.

If the person accepting this Agreement does not have such authority or power, or does not agree to the terms and conditions set forth in this Agreement, such person must not accept this Agreement and may not use the Services.

The Services may not be accessed for the purpose of monitoring their availability, performance, or functionality, or for any other competitive or benchmarking purposes.

Direct competitors of Regcheq are prohibited from accessing the Services, except with Regcheq’s prior written consent.

This Agreement was last updated on March 1, 2021 and will be effective between the Client and Regcheq as of the Effective Date of execution of any Addendum of Services by the Client.

1. Definitions

1.1 “Annex of Services” means the document that specifies the Services to be provided agreed between the Client and Regcheq or any of its Affiliates, including any additional services to them. By executing a Services Attachment, Customer agrees to be bound by the terms of this Agreement as if it were an original part thereof.

1.2 “Third Party Applications” means a web-based, mobile, offline or other software application or functionality that interoperates with a Service through an “Application Programming Interface” (hereinafter “API”). for its acronym in English), which is provided by the Client or a third party and/or that appears in a Marketplace.

1.3 “Client” means, in the case of a person accepting this Agreement on their own behalf, such person; or in the case of a person accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such person is accepting this Agreement, and the Affiliates of that company or entity (for as long as they remain Affiliates ) that have executed Service Annexes.

1.4 “Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, for example, viruses, worms, time bombs, and Trojan horses.

1.5 “Control” means direct or indirect ownership or control of more than 50% of the voting rights of the Subject Entity.

1.6 “Agreement” means this Master Subscription Agreement.

1.7 “Content” means information obtained by Regcheq from publicly accessible sources or its third party content providers, and made available to the Client through the Services or pursuant to a Services Addendum, as more fully described in the documentation.

1.8 “Customer Data” means electronic data and information submitted by or for Customer in connection with the performance of the Services, excluding Third Party Content and Applications.

1.9 “Documentation” means the terms and conditions of fulfillment of the Service

applicable terms available at https://Regcheq.com/terms; and its policies and usage guides, updated from time to time, accessible through https://help.Regcheq.com or by logging into the applicable Service.

1.10 “Effective Date” is the date of subscription of any Annex of Services by the Client, in which these Terms and Conditions begin to govern.

1.11 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, the entity in question.

1.12 “Marketplace” or “Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Regcheq Services.

1.13 “Regcheq” means the company Regcheq SpA described in the clause “Regcheq Contracting Entity, Notices”, Section “Applicable law and venue”, below.

1.14 “Services” or “Purchased Services” means the products and services that are purchased by the Client under a Services Addendum or Marketplace, and made available online by Regcheq, including the associated components of Regcheq offline or mobile, as described in the Documentation. “Services” exclude Third Party Applications.

1.15 “User” means, in the case of a person who accepts these conditions on their own behalf, such individual; or, in the case of an individual accepting this Agreement on behalf of a business or other legal entity, the natural person authorized by Customer to use the Service, for whom Customer has purchased a subscription, and from whom Customer (or , where applicable, Regcheq at Customer’s request) has supplied a user ID and password (for Services using authentication). Users may be, for example, Client’s employees, consultants, contractors and agents, and third parties with whom Client does business.

2. Responsabilities of Regcheq

2.1 Provision of purchased services.
a) make the applicable Services, Content, Service Attachments and documentation available to Customer in accordance with this Agreement;
b) provide Customer at no additional charge with applicable standard support for the Purchased Services.
c) use commercially reasonable efforts to make the Online Shopping Services available 24 hours a day, 7 days a week, except for:
(i) planned downtime (of which Regcheq will give advance notice by email); Y,
(ii) any unavailability caused by circumstances beyond Regcheq’s reasonable control such as: act of God, act of authority, flood, fire, earthquake, civil unrest, terrorist act, strike or other labor problem (not involving the Regcheq employees), failure of telecommunications or Internet services, or delay of the provider of such services, or cyber attack; Y,

d) provide the Services in accordance with the laws and legal regulations applicable to the provision of services to its clients in general and subject to the use of the Services by the Client under this Agreement, the Documentation and the Services Annexes applicable.

2.2 Protection of customer data.

Regcheq undertakes to have an information security policy and/or procedures that ensure the confidentiality, integrity, traceability and availability of the information assets necessary for the provision of Services to the Client. To that end, Regcheq has designed its services to operate through databases that are segregated in terms of access and availability of information. Regarding the Client’s own information and that of its clients, Regcheq ensures that it will never share said information with third parties and must maintain due confidentiality, integrity and availability of the same to the Client. The parties will define procedures for exchanging keys between them and will also establish the roles and responsibilities of the people involved in the administration of information security.

Likewise, Regcheq will have control and protection measures against external attacks that pursue the unavailability of the Services, such as denial of services, and must periodically carry out vulnerability assessments of its technological infrastructure and penetration tests.

Upon Customer’s request, made within 60 days after the effective date of termination or expiration of this Agreement, Regcheq will make Customer’s data available to Customer for export or download as set forth in the Documentation. After such 60-day period, Regcheq will have no obligation to maintain or provide any Customer data, and as provided in the Documentation, will thereafter delete or destroy all copies of Customer data on its systems or otherwise. otherwise in your possession or control, unless such destruction is legally prohibited. Regcheq may access the Client’s data during the execution of the Services, and in any circumstance necessary to resolve contingencies during the post-sale period, for which the Client expressly authorizes Regcheq to access the Client’s data.

2.3 Incident Management.

Regcheq undertakes to have systems, procedures and mechanisms for managing incidents and/or problems that allow it to identify, record, evaluate, monitor and report operational and cybersecurity incidents to the Client. These mechanisms must ensure the monitoring and correlation of events, in order to detect other incidents, identify vulnerabilities, among others. In addition, you agree to:

a) Inform the Client about scheduled maintenance.
b) Communicate incidents that affect or could affect the Services.
c) Deliver reports and/or post-incident background information requested by the Client.
d) Execute action plans in order to correct the incidents that have occurred.

2.4 Regcheq Staff.

Regcheq shall be responsible for the performance of its personnel (including its employees and contractors) and the performance of their obligations under this Agreement, except as otherwise provided in this Agreement.

3. Use of the services and content

3.1 Subscription to Plans.
Unless otherwise indicated in the Services Annex or in the corresponding documentation:
a) the purchased Services and access to the Content are purchased under the conditions, requested Onboarding (as defined below) and for the term indicated in the Services Annex or in the corresponding Marketplace;
b) The Client may request to increase the contracted Onboarding by subscribing to a new plan that will be added to the Purchased Services, which will be prorated for the current subscription period.
c) Any added subscriptions will end on the same date as the underlying subscriptions. Customer agrees that its purchases are not conditioned on the delivery of any future functionality or features.

3.2 Limits of use or Onboarding.
The Services and Content are subject to the usage limits (“Onboarding”) specified in the Services Attachments and Documentation. If the Client exceeds the Onboarding of the subscribed plan, Regcheq will charge the corresponding additional amounts in the following monthly billing, according to the values ​​indicated in the corresponding Service Annex.

3.3 Customer Responsibilities.

The client:
a) will be responsible for the Users to comply with this Contract, Documentation and Annex of Services;
b) be responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired Customer Data, the use of Customer Data with the Services, and the interoperation of any Third Party Applications with that the Client uses the Services or Content;
c) will use commercially reasonable efforts to prevent unauthorized access to or use of the Services and Content, and will notify Regcheq promptly of any unauthorized access or use;
d) you will use the Services and Content only in accordance with this Agreement, the Documentation, the Acceptable Use and the External Services Policy published at https: //Regcheq.com/politicadeuso, Services Annexes and applicable laws; Y,
e) will comply with the terms of service of any Third Party Application with which Customer uses the Services or Content. Any use of the Services in violation of the foregoing by Customer or Users that in Regcheq’s opinion threatens the security, integrity or availability of Regcheq’s services, may result in immediate suspension of the Services by Regcheq. However, Regcheq will use commercially reasonable efforts to provide Customer with notice and an opportunity to remedy such violation or threat prior to any suspension.

3.4 Use Restrictions.

The client:
a) You will not make any Service or Content available to anyone other than Customer or Users, or use any Service or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in a Annex of Services or in the Documentation;
b) You will not sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offer;
c) You will not use a Service or Third Party Application to store or transmit infringing, defamatory, or otherwise illegal or unlawful material, or to store or transmit material that violates the privacy rights of third parties;
d) You will not use a Third Party Service or Application to store or transmit Malicious Code;
e) Will not interfere with or disrupt the integrity or operation of any Service or third party data contained therein;
f) You will not attempt to gain unauthorized access to any Service or Content or their related systems or networks,
g) You will not allow direct or indirect access to or use of any Service or Content in a manner that circumvents a contractual usage limit, or use any Service to access or use any of Regcheq’s intellectual property rights, except as permitted in this Agreement, in a Services Addendum or in the Documentation;
h) You will not modify, copy or create derivative works based on or based on a Service or any of its parts, features, functions or user interface thereof;
i) You will not copy the Content except as permitted herein or in a Services Addendum or Documentation;
j) You will not reframe or mirror any part of any Service or Content, except on Customer’s own intranets, or otherwise for your own internal business purposes or as permitted in the Documentation;
k) Except to the extent permitted by applicable law, you will not disassemble, reverse engineer or decompile a Service or Content or access it for
Yo. build a product or service competitive to Regcheq;
ii. build a product or service using ideas, features,
iii. similar features or graphics of the Service:
IV. copy any ideas, features, functions or graphics of the Service;
v. determine whether the Services fall within the scope of any patents.

3.5 Mandate and authorization for the processing of personal data.

By accepting the terms and conditions of this Agreement, the Client guarantees Regcheq that he has obtained the prior, express and informed consent and authorization of the owners of the personal data that the Client will communicate to Regcheq, so that it may process said personal data. on the occasion of the correct provision of the Services, in the terms established in this Contract and in the Privacy Policy, delegating to Regcheq the express power to consult said data in various public sources in search of matches with lists of national and international sanctions. , coincidence with the PEP list (“Politically Exposed Persons” and related to PEP up to the second degree of consanguinity, by virtue of current regulations, especially Circulars 49 and 59 of the Financial Analysis Unit of the Government of Chile. Personal data will be managed safely and some treatments may be carried out directly ta or through managers, who may be domiciled inside or outside the Chilean territory, in Europe and Latin America among others. The treatment of personal data by Regcheq will be carried out in compliance with the Privacy Policy.

3.6 Removal of Content and Third Party Applications.

If the Client receives a notification that the Content or a Third Party Application must be removed, modified and/or disabled to avoid a violation of the applicable law, the rights of third parties, or the Use and External Services Policy, the Client will do it without delay. If Customer fails to take the required action in accordance with the foregoing, or if in Regcheq’s judgment the continued violation is likely to recur, Regcheq may disable the applicable Third Party Content, Service and/or Application. If requested by Regcheq, Customer must confirm such removal and suspension of use in writing. Regcheq will be authorized to provide a copy of such confirmation to any third party claimant or government authority, as applicable. In addition, if Regcheq is required by any third party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or the rights of third parties, Regcheq may terminate Customer’s access to Content through services.

4. Third party applications, products and services

4.1 Third Party Products and Services.
Regcheq or third parties may make available (for example, through a digital Marketplace or otherwise) Third Party products, services and Applications. Any acquisition by the Client of such products and services or any exchange of data, products or services between the Client and any provider other than Regcheq, will be considered as an exclusive exchange between the Client and the third party provider. Regcheq does not warrant and is not responsible for Third Party Applications or other third party products or services, whether or not designated by Regcheq as “certified”, unless expressly stated otherwise in a Services Schedule. Regcheq is not responsible for any disclosure, modification or deletion of Customer Data resulting from access to such Third Party Application or its providers.

4.2 Integration with Third Party Applications.
The Services may contain features designed to interoperate with Third Party Applications. Regcheq does not guarantee the continued availability of such features of the Service, and may cease to provide them without entitling Customer to any refund, credit, or other compensation if, by way of example and without limitation, the provider of a Third Party Application ceases to make it available to interoperate with features of the applicable Service, in a manner acceptable to Regcheq, in its sole discretion.

5. Rates and payment

5.1 FEES.
The Client will pay the rates specified in the Annexes of Services. Except as otherwise specified in this Agreement or in a Services Addendum:
a) the rates are based on subscriptions and contracted Onboarding, and not on actual use;
b) payment obligations are non-cancelable and fees paid are non-refundable, and amounts purchased cannot be decreased during the relevant subscription period.

5.2 Billing and payment.
Customer will provide Regcheq with valid and current credit card information, or with a valid purchase order or alternative document reasonably acceptable to Regcheq.

5.3 If the Customer chooses to pay the fee by credit card to Regcheq, the Customer authorizes Regcheq to charge such credit card for all Purchased Services listed in the Service Schedules for the initial subscription term or any subscription term of renewal as set forth in the “Term of Purchased Subscriptions” section below. Such charges will be made in advance, monthly, or in accordance with any different billing frequency set forth in the applicable Service Addendums.

5.4 If the Service Schedule specifies that payment is to be made by a method other than credit card, Regcheq will invoice the Customer in advance and in accordance with the relevant Service Schedule. Unless otherwise stated in the Services Attachment, billed Services are due within 30 days of the billing date. Customer is responsible for providing complete and accurate billing information and contact information to Regcheq, and for notifying Regcheq of any changes to such information.

5.5 Overdue Charges. If any invoiced amount is not received by Regcheq by the due date, then (without limiting Regcheq’s rights):
a) those charges may accrue interest for late payment at a rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is less, and/or

b) Regcheq may condition future subscription renewals and Service Addendums on shorter payment terms than those specified in the “Billing and Payment” section above.

5.6 Suspension of Service and Acceleration. In the event that the Client is late in paying any charge, by 60 days or more, (or 10 days or more in arrears in the case of amounts that the Client has authorized Regcheq to charge to the credit card of the Client), Regcheq may, without limiting its other legal rights and remedies available, expedite Client’s installment payment obligations under such agreements, so that all such obligations are deemed immediately due and payable. In addition, Regcheq will provide Customer with at least 10 days prior notice of the status of their past due account, in accordance with the “Notifications” section below for billing notices, before suspending services to Customer, after which Regcheq may suspend Services until such amounts are paid in full.

5.7 Payment disputes. Regcheq will not exercise its rights under the “Overdue Charges” or “Suspension of Service and Acceleration” section above if Customer is disputing the applicable charges reasonably and in good faith and is diligently cooperating to resolve the dispute.

5.8 Taxes. Regcheq’s fees are exclusive of any taxes, levies or similar duties of any nature, including, for example, value added taxes, sales, use or withholding taxes, or events levied by any jurisdiction (collectively, “Taxes”). Customer is responsible for paying all taxes associated with its purchases hereunder. If Regcheq has a legal obligation to pay or collect taxes for which Customer is liable under this section, Regcheq will invoice Customer and Customer will pay that amount unless Customer provides Regcheq with a valid tax exemption certificate authorized by the corresponding tax authority. For clarity, Regcheq is solely responsible for your taxes based on your income, property, and employees.

6. Property rights and licenses

6.1 Reservation of rights. Regcheq, its Affiliates, its licensors and Content providers reserve all right, title and interest in and to the Services and Content, including all related intellectual property rights. The Client is not granted rights beyond those expressly established in this document.

6.2 Access to and Use of Content. Customer has the right to access and use the applicable Content subject to the terms of the applicable Work Orders, this Agreement and the Documentation.

6.3 Client License to Regcheq. The Client grants Regcheq, its Affiliates and applicable contractors a worldwide and limited duration license to host, copy, use, analyze, transmit and display in a disaggregated and anonymized way, the data that is generated from the behavior of the client during the use of the Services, any Third Party Application or program code created by or for Customer during the use of a Service or for Customer’s use with the Services, and Customer Data, each as appropriate, in order to for Regcheq to provide, improve and ensure the proper operation of the Services and associated systems in accordance with this Agreement. If Customer chooses to use a Third Party Application with a Service, Customer grants Regcheq permission to allow the Third Party Application and its provider to access Customer Data and information about Customer’s use of the Third Party Application, such as is appropriate for the interoperation of that Third Party Application with the Service.

6.4 Customer License to Use Information. Customer grants Regcheq and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its Services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or users in connection with the operation of the services of Regcheq or its affiliates.

7. Confidentiality

7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or should reasonably be understood to be so. given the nature of the information and the circumstances of its disclosure. Confidential customer information includes Customer Data and Data Subjects who have authorized Customer to process it; Regcheq’s Confidential Information includes the Services and Content, and the terms and conditions of this Agreement and all Services Attachments (including pricing). Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality” section also extend to Confidential Information exchanged between the parties in connection with the evaluation of additional services Regcheq may provide.

7.2 Protection of Confidential Information. As between the parties, each retains ownership rights to your Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information (no less than a reasonable standard of care) to (i) not use the Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract; and, (ii) except as otherwise authorized in writing by the Disclosing Party, limit access to the Disclosing Party’s Confidential Information to those employees and contractors of the Disclosing Party and its Affiliates who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party that contain Confidential Information protections materially similar to those of this Agreement. Neither party will disclose the terms of this Agreement or any Services Attachment to any third party other than its affiliates or legal and accounting advisors, without the prior written consent of the other party, provided that the party making such disclosure to its affiliate , legal advisor or accountant remains responsible for compliance with this “Confidentiality” section by such affiliate, legal advisor or accountant. Notwithstanding the foregoing, REGCHEQ may disclose the terms of this Agreement, and any applicable Services Addendum, to a subcontractor or application provider other than Regcheq to the extent necessary to perform Regcheq’s obligations under this Agreement, under the terms of confidentiality materially similar to those established in this document.

7.3 Mandatory Disclosure. The Receiving Party undertakes to promptly notify the Company of any court order or other legal requirement that has the purpose of requiring the disclosure of any part of the Confidential Information. In addition, the Receiving Party also agrees to cooperate with the Disclosing Party to protect the confidentiality of the Confidential Information before any court, government entity and/or third parties in general. The disclosure or release of Confidential Information pursuant to a court order or other legal requirement that is intended to compel the disclosure or release of any Confidential Information will not alter the character of such information as Confidential Information as provided herein.

8. Representations, warranties, exclusive remedies and disclaimers

8.1 Representations. Each of the parties declares that it has validly signed this Agreement and has the legal authority to do so.

8.2 Regcheq Statement of Warranties. Regcheq warrants that during the applicable subscription term:
a) this Agreement, the Services Annex and the Documentation will accurately describe the administrative, physical and technical measures applicable to protect the security, confidentiality and integrity of the Client Data and the data of its own clients;

b) Regcheq will not materially diminish the overall security of the Services;
c) the Services will function materially in accordance with the applicable Documentation; Y,
d) subject to the “Integration with Third Party Applications” section above, Regcheq will not materially diminish the overall functionality of the Services. For any breach of any foregoing warranty, Customer’s exclusive remedies are as described in the “Termination” and “Refund or Termination Payment” sections below.

8.3 Disclaimer. Except as expressly provided herein, the content is provided “as is” and as available, without warranty of any kind. Neither party makes any warranty, express, implied, statutory or otherwise. Each party expressly disclaims all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement, to the fullest extent permitted by applicable law.

9. Liability

9.1 The Client acknowledges and accepts that Regcheq does not guarantee nor will it be held civilly liable for the protection, insurance, legal defense and attorneys’ fees, compensation for any damage, costs, fines or any type of sanction applied to the Client by virtue of a resolution issued by the Financial Analysis Unit (UAF) within the framework of an inspection process, a sanctioning process or another process, initiated by the authority by virtue of a breach of the legal obligations of the Client for the prevention of crimes of money laundering and financing of terrorism.

9.2 Unless there is negligence or gross negligence on the part of Regcheq in complying with the Customer Data Protection duties, established in clause 2.2. foregoing, Regcheq shall not be liable to Customer or any third party for any claim, suit, suit or proceeding made or brought against Customer by a third party alleging that any Purchased Services infringe or misappropriate any intellectual property rights or the privacy rights of such third party (a “Claim Against Customer”). Regcheq will not, under any circumstances, indemnify Customer for any damages, attorneys’ fees, and costs ultimately awarded against Customer as a result of, or amounts paid by Customer under, any settlement or Claim against Customer.

9.3 If Regcheq receives information about an infringement or misappropriation claim related to a Service, Regcheq may at its discretion and at no cost to the Customer:
a) modify the Services to prevent infringement, without violating Regcheq’s warranties under the “Regcheq Warranties” above,
b) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or; cancel Customer’s subscriptions to that Service by giving 90 days prior written notice.

9.4 Customer Indemnification. In the event of a claim, lawsuit, or proceeding against Regcheq by a third party alleging that any Customer Data, the use of Customer Data with the Services, a Customer-provided Third Party Application, or, the combination of a Customer Application Provided by the Customer and used with the Services, infringes or misappropriates the intellectual property rights of such third party, or which arises from the use by the Customer of the Services or the Content, in an illegal manner or in violation of the Agreement, Documentation or Service Attachments (each a “Claim Against Regcheq”), Customer will defend Regcheq and its affiliates and indemnify Regcheq for any damages, attorneys’ fees and costs ultimately awarded against Regcheq as a result of, or for any amount paid by Regcheq under an agreement approved by Customer in writing.

9.5 Exclusion of indirect and related damages. In no event shall either party or its affiliates have any liability arising out of or in connection with this Agreement for any loss of profits, revenues, or indirect, special, incidental, consequential, coverage, business interruption, or punitive damages, whether whether by virtue of an action in contract or tort, and regardless of the theory of liability, even if a Party or its affiliates have been advised of the possibility of such damages, or if a Party or its affiliates’ remedy fails otherwise. manner in its essential purpose. The foregoing waiver will not apply to the extent prohibited by law.

10. Term and termination

10.1 Duration of the Contract. This Agreement begins on the date Customer first accepts it and continues until all plans subscribed hereunder have expired or been terminated.

10.2 Term of Purchased Subscriptions. The duration of each subscription will be that specified in the corresponding Services Annex. Except as otherwise specified in a Services Attachment, subscriptions will automatically renew for additional periods equal to the expiring subscription period, unless either party notifies the other by email at least 30 days before the corresponding subscription period ends. Except as expressly provided in the applicable Schedule of Services, renewal of promotional or one-price subscriptions will be at the applicable Regcheq list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which the volume or duration of the subscription to any of the Services has decreased from the previous period, will result in new pricing at the renewal, without regard to the price per unit of the previous period.

10.3 Termination. A party may terminate this Agreement for cause i) by giving the other party 30 days prior written notice of material breach if such breach remains uncured at the end of such period, or ii) the other party is subject to of a bankruptcy petition or any other related proceeding such as insolvency, receivership, liquidation or assignment for the benefit of creditors.

10.4 Refund or Payment on Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, Regcheq will refund Customer any prepaid fees covering the remainder of the term of the Service Attachments after the effective date of termination. If this Agreement is terminated by Regcheq pursuant to the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Service Attachments to the extent permitted by applicable law. In no event shall termination relieve Customer of its obligation to pay any fees payable to Regcheq for the period prior to the effective date of termination.

10.5 Survival Provisions. The sections entitled “Fees and Payments”, “Property Rights and Licenses”, “Confidentiality”, “Disclaimers”, “Liability”, “Refund or Payment Upon Termination”, “Removal of Third Party Content and Applications”, “Provisions “Governance” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Protection of Customer Data” will survive any termination or expiration of this Agreement for as long as Regcheq retains possession of the customer data.

11. General provitions

11.1 Anti-corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

11.2 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between Regcheq and Customer regarding Customer’s use of the Services and Content and supersedes all prior and contemporaneous agreements, proposals or submissions, written or oral, regarding its subject matter. The parties agree that any term or condition set forth in a Customer purchase order or in any other Customer order documentation (excluding Service Attachments) is void. In the event of a conflict or inconsistency between the following documents, the order of precedence will be: 1) the applicable Services Annex, 2) this Agreement and 3) the documentation. Titles and section headings in this Agreement are for convenience only and shall not affect the interpretation of any provision of this Agreement.

11.3 Relationship of the Parties. The parties are independent contracting entities. This Agreement does not create a partnership, franchise, joint venture, agency, affiliate, or employment relationship between the parties. Each of the parties will be solely responsible for the payment of all compensation and social security contributions due to its employees, as well as all employment-related taxes.

11.4 Third party beneficiaries. There are no third party beneficiaries under this Agreement.

11.5 Waiver. No failure or delay by either party in exercising any right under this Agreement constitutes a waiver of that right.

11.6 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be contrary to law, that provision will be deemed null and void, and the other provisions of this Agreement will remain in effect.

11.7 Assignment. Neither party may assign any of its rights or obligations under this Agreement, by operation of law or otherwise, without the prior written consent of the other party (which shall not be unreasonably withheld); however, either party may assign this Agreement in its entirety (including all Service Attachments), without the consent of the other party, to its affiliate or in connection with a merger, acquisition, business reorganization, or sale of all or nearly all of its assets. Notwithstanding the foregoing, if one party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such party may terminate this Agreement by written notice. In the event of such termination, Regcheq will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will be binding on and will inure to the benefit of the parties, their respective successors and permitted assigns.

11.8Regcheq as Contracting Entity, Notices, Applicable Law and Venue.

If the Client is domiciled in: Chile
The Regcheq entity that enters into this Agreement is: Regcheq SpA Notices should be addressed to: contacto@regcheq.com

Any difficulty or controversy that occurs between the parties regarding the application, interpretation, duration, validity or execution of this Contract, its complementary documents or modifications, or for any other cause related to this Contract, will be submitted to arbitration in accordance with the Procedural Regulations. of Arbitration of the Arbitration and Mediation Center of Santiago, in force at the time of request

The arbitration must be carried out in a single instance before an arbitrator who will have the mixed character, that is, will rule in law in accordance with Chilean legislation and will have the powers of arbitrator regarding the procedure. For these purposes, the Parties confer special irrevocable power to the Chamber of Commerce of Santiago A.G., so that, at the written request of any of them, appoint the mixed arbitrator from among the lawyers who are members of the arbitration body of the Arbitration and Mediation Center of Santiago . Each of the Parties shall have the optional right to challenge, without expression of cause and only once, the arbitrator appointed by the Chamber of Commerce of Santiago A.G.

Against the resolutions of the arbitrator, no recourse will proceed, for which the Parties expressly waive them. The arbitrator will be specially empowered to resolve any matter related to his competence and/or jurisdiction.
For all purposes derived from this Agreement, the Parties establish a special domicile in the commune and city of Santiago.

11.9 Notifications. Except as otherwise provided in this Agreement, all notices under this Agreement will be in writing and will be effective as of (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or a compensable claim (“Legal Notices”), which will be clearly identifiable as Legal Notices, on the day of email delivery. Billing-related notices to Customer will be directed to the relevant billing contact designated by Customer. All other notices to Customer will be directed to the appropriate service system administrator designated by Customer.

11.10 Agreement on Governing Law and Jurisdiction. Each party agrees to the applicable law set forth above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts set forth above.