Terms of Service

This Agreement ("Agreement") is entered into between you ("Customer") and Asisteclick.com. ("AsisteClick"), as of the date on which you request a web assistance plan (the "Plan") provided by AsisteClick. AsisteClick is a company engaged in the business of offering, among other things, web assistance services on virtual servers under the Software As A Service ("SaaS") concept. AsisteClick may amend this Agreement at any time by posting the amendment on its website, and the effective date of any such amendment shall be the date on which the modified Agreement is so published. The Customer certifies that he or she has read and understood this Agreement and acknowledges the duty to review these terms periodically. Without limiting the generality or effect of the foregoing, AsisteClick may add, cancel, or modify some or all of its Services at any time and at its sole discretion. By accepting this Agreement, the Customer (I) represents and warrants that he or she is at least 18 years of age and is an authorized representative of the organization or entity he or she purports to represent, and (II) agrees to provide true, accurate, current, and complete information regarding his or her personal data or the data of the entity required during the account registration process. This Agreement shall be deemed accepted by the Customer from the moment of subscription to any of the services provided by AsisteClick.

1. SERVICES 

1.1 SaaS. Subject to the terms and conditions of this Agreement and the Plan selected by the Customer, AsisteClick agrees to provide the Customer with: (i) space on a server ("Account") to host a web assistance tool ("Web Assistance Tool"), (ii) a license to use the Personal Control Panel and other software owned by AsisteClick ("Software"), and (iii) other services more specifically defined in each Customer Plan (collectively, "Services"). The Customer hereby agrees that AsisteClick is solely responsible for providing the Services defined in the Plan selected by the Customer and under this Agreement, and shall not be responsible for providing any other services or tasks. 

1.2 Availability of the Web Assistance Tool. The Web Assistance Tool shall generally be accessible to third parties 24 hours a day, seven days a week, except for scheduled maintenance and required repairs or equipment upgrades, and except for any loss or interruption of connectivity Services due to causes beyond the control of AsisteClick or that are not reasonably foreseeable by AsisteClick, including but not limited to telecommunications interruptions or failures in the digital transmission connecting the servers to the Internet. 

PLEASE SEE SECTION 3.2 FOR THE 99.5% UPTIME GUARANTEE. 

2. TERMS AND RENEWAL 

This Agreement shall become effective as of the date on which the Customer registers the Plan by electronic request and shall continue for the period of time indicated in the Plan ("Initial Term"), unless early termination occurs as provided in Section 7 below. This Agreement shall automatically renew for periods equal to the Initial Term (each, a "Renewal Term") unless either party notifies the other at least one (1) day prior to the expiration of the Initial Term or Renewal Term, as applicable, that it has elected not to renew the Agreement. For security and general protection of all customers, AsisteClick requires that all notices of non-renewal of the Agreement be made by sending an email to [email protected] specifying the domain name to which the service is provided or the account name assigned to the customer, the reason for cancellation, and the Customer's signature with their telephone contact information. 

3. LIMITED WARRANTIES

3.1 7-Day Money-Back Guarantee. AsisteClick extends an unconditional money-back guarantee to the Customer during the first seven (7) calendar days from the date of service activation ("7-Day Guarantee"). This Guarantee shall become effective as of the complete installation of the Customer's Plan ("Activation Date"). To exercise the 7-Day Guarantee, the Customer must notify AsisteClick by sending an email with the domain name to which the service is provided, the reason for cancellation, and the authorized signature with telephone contact information to [email protected]. Upon receipt thereof, all Services shall be terminated and any amount paid up to that point shall be credited to the Customer's credit card or refunded by bank transfer. The guarantee applies only to the Initial Term of the first service contracted by the customer and does not apply to subsequent subscriptions and/or service extension contracts such as, for example, the Initial Term for the addition of new operators or additional domains related to the customer's operations.

3.2 99.5% Uptime Guarantee. Subject to the limitations contained in this Agreement, AsisteClick hereby guarantees that the http service to the Software shall have a monthly average uptime of no less than 99.5%. The month begins on the first day of each month and continues through the last day of that month. In the event of any loss or interruption of Service below the 99.5% uptime guarantee that is not due to (I) scheduled maintenance tasks and/or necessary repairs, (II) causes beyond the control of AsisteClick, or (III) causes that are not reasonably foreseeable by AsisteClick, including but not limited to telecommunications interruptions or failures in the digital transmission connecting the servers to the Internet and/or latency loss or Internet performance failures, the Customer shall receive a credit equal to one month of service of the contracted Plan, thereby exhausting all liability for the interruption or failure of service below the guarantee of this clause. The 99.5% uptime percentage shall be determined by AsisteClick's monitoring systems. The credit shall be applied as additional service time at no cost to the customer.

4. CHARGES AND PAYMENTS

4.1 Charges. The Customer shall pay in advance all charges for its Service in accordance with the prices, terms, and conditions of this Agreement and the Plan to which it subscribes, except for those services specifically defined by AsisteClick, generally those where payment is based on a variable volume of consumption. AsisteClick is authorized to modify the plans and their features, as well as the fees charged to the Customer, provided that such modifications are notified at least ten (10) days prior to the date on which they become effective for the customer.

4.2 Payment Methods. The Customer may also make payments through the following credit cards: MasterCard, Visa, and American Express in US Dollars, as well as PayPal. For Customers in Argentina, payment may be made by Automatic Debit to CBU, in Argentine Pesos converted at the exchange rate on the date of payment issuance according to the US Dollar purchase rate. The corresponding charges shall be debited from the Credit Card, PayPal, or Automatic Debit number specified at the time of enrollment on the service request form (I) at the Initial Term and (II) at each Renewal Term. Payment by Credit Card, PayPal, or Automatic Debit implies authorization to debit all future charges and to repeat them if necessary. If the Customer's Credit Card, PayPal, or Automatic Debit is declined for any reason, a notice shall be sent to the Customer via email informing them of the situation and requesting that they pay the outstanding balance. If the corresponding payment is not received by the specified date, AsisteClick shall make a final attempt to charge the Customer's Credit Card, PayPal, or Automatic Debit on the Payment Date. Finally, in the event that payment is not secured or received, the Customer shall be sent a service suspension notice via email granting a period of fifteen (15) days to make the payment. When a voluntary rejection or stop-debit is registered, AsisteClick may immediately suspend all of the Customer's Services until all outstanding charges are settled, without this implying the accumulation of service suspension time in the next billing cycle.

4.3 Price Dispute. The Customer must notify AsisteClick in writing of any conflict or dispute regarding charges debited from their Credit Card or PayPal within seven (7) days of receiving the invoice detailing such charges. If within that period the Customer does not file any claim with AsisteClick, it shall be understood that the Customer has waived all rights to dispute or obtain reimbursement of such payments.

4.4 Suspension of Services. The Customer's failure to pay partially or totally any payment or outstanding debt shall be considered a material breach of this Agreement justifying, at AsisteClick's sole discretion, the immediate suspension of service. Such suspension shall in no case imply the release of the Customer's obligation to pay all charges and balances owed to AsisteClick under this Agreement. To lift the suspension of Service, the Customer must pay in full all outstanding balances. 

4.5 Refunds. AsisteClick does not issue refunds after the 7-Day Money-Back Guarantee for either the Initial Term or any Renewal Term of the subscribed service.

5. CUSTOMER OBLIGATIONS

5.1 Representations and Warranties. The Customer warrants that it has the power and authority to duly perform its obligations hereunder and that this Agreement constitutes a valid and binding commitment enforceable against the Customer in accordance with its terms. PLEASE SEE SECTION 7.2 OF THIS AGREEMENT REGARDING TERMINATION OF THE AGREEMENT FOR BREACH BY THE CUSTOMER OF THIS CLAUSE.

5.2 Permitted Use of the Assistance Tool Service. The Customer agrees to comply with all applicable laws and regulations. The Customer agrees not to use the Services for any activity that: (I) constitutes or promotes a violation of any applicable law or regulation, including but not limited to the sale of illegal materials or in violation of export/import controls or contrary to public morals or public health, (II) defames or invades the privacy of any third party, whether natural or legal person, (III) seriously infringes the rights of any third party, including but not limited to intellectual property, business, contractual, or fiduciary rights, (IV) modifies any proprietary right (Copyright) of news, notices, or deeds registered by AsisteClick without obtaining its prior written consent. It is strictly prohibited to use fictitious email addresses bearing the name of AsisteClick for any of its registered domains. AsisteClick reserves the right to determine any activity that constitutes an abuse of this policy, being authorized for this reason to immediately suspend the service without prior notice.

PLEASE SEE SECTION 7.2 OF THIS AGREEMENT REGARDING TERMINATION OF THE AGREEMENT FOR BREACH BY THE CUSTOMER OF THIS CLAUSE.

6. LICENSES AND PROPRIETARY RIGHTS

6.1 Software Licenses. During the entire term of this Agreement, AsisteClick grants the Customer a non-transferable and non-exclusive license to use the software installed on the Server selected by AsisteClick, solely for the purpose of using the Web Assistance services. When such Software belongs to a third party, AsisteClick only warrants such rights in accordance with the applicable agreement with said third party.

6.2 License Restrictions. The Customer agrees, directly or indirectly (and not to permit others to):

6.2.1 Copy the Software or any part thereof.

6.2.2 Decrypt, decompile, or modify any source code of the Software.

6.2.3 Sell, lease, transfer, give possession of, or sublicense the software or its documentation to third parties except under additional agreements between AsisteClick and the Customer.

6.2.4 Develop any derivative software based in whole or in part on the licensed software except under additional agreements between AsisteClick and the Customer.

6.3 Proprietary Rights. The Customer shall have no right, title, or interest in the Shared Server, its Software, Hardware, documentation, patents, trademarks, trade secrets, or any other proprietary right, except for the limited license provided in Section 6.1.

7. TERMINATION OF THE AGREEMENT

7.1 Termination for Breach or Insolvency. Subject to Section 7.3, this Agreement may be terminated by written request of either party if (I) one of the parties breaches any obligation arising from this Agreement and such breach is not cured within thirty (30) days from notification, or (II) the other party enters into voluntary or involuntary insolvency, reorganization or liquidation, bankruptcy, or admits in writing its inability to pay its debts as they become due. Notwithstanding the foregoing, AsisteClick may terminate this Agreement at any time upon prior written notice to the Customer when the Customer fails to make any payment within fifteen (15) days from the date it was due.

7.2 Termination for Customer's Breach of Sections 5.1, 5.2. Notwithstanding the provisions of Section 7.1, AsisteClick may terminate this Agreement immediately and remove the Customer's account from the Server if it is determined, at AsisteClick's sole discretion, that the Customer has violated the obligations set forth in Sections 5.1 or 5.2 of this Agreement. Any termination under this Section 7.2 shall take effect immediately and the Customer expressly agrees that: (i) the Customer shall have no opportunity to cure, and (ii) the Customer shall not be entitled to any refund whatsoever of fees paid to AsisteClick. The Customer shall have no right to the data generated in the Customer's account during the period of service use at the time of removing the Customer's account from the Server, a process in which all customer data shall be deleted as well as any backup copies previously generated.

7.3 Rights and Remedies upon Termination. In the event that either party terminates the Agreement in accordance with Sections 7.1 or 7.2, AsisteClick shall be entitled to immediately receive payment for all Services provided through the date of termination. Furthermore, it is acknowledged that if the Customer is the breaching party, AsisteClick will suffer damages that would be difficult to determine. Accordingly, the Customer agrees to pay AsisteClick all amounts due for damages incurred from the commencement of the engagement as liquidated damages (not as a penalty). These liquidated damages shall not imply a waiver of any other rights and remedies available to AsisteClick under applicable law, equity, and general principles of law that may be granted by a court of competent jurisdiction.

8. LIMITATION OF WARRANTIES, LIABILITY, AND INDEMNIFICATION

8.1 Limitation of Warranties. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN SECTION 4 OF THIS AGREEMENT, ALL CUSTOMER SERVICES ARE PROVIDED HENCEFORTH ON AN "AS IS" BASIS. ASISTECLICK CANNOT, AND HEREBY DISCLAIMS, ALL IMPLIED PROMISES AND/OR WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY OTHER WARRANTY ARISING FROM A COURSE OF DEALING. ASISTECLICK DOES NOT WARRANT THAT THE SERVICES WILL BE ENTIRELY UNINTERRUPTED OR FREE FROM ALL ERRORS OR RISKS.

8.2 Limitation of Liability. IN NO EVENT SHALL ASISTECLICK BE LIABLE TO THE CUSTOMER, THE CUSTOMER'S USERS, AND/OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OR LOSS OF PROFITS ARISING FROM OR RELATED TO THIS AGREEMENT OR ANY OTHER SERVICE PROVIDED, EVEN IF ASISTECLICK HAS BEEN ADVISED OF SUCH POSSIBILITY. ASISTECLICK'S LIABILITY, IF ANY, TO THE CUSTOMER OR ANY THIRD PARTY SHALL IN NO EVENT EXCEED THE TOTAL FEES RECEIVED BY ASISTECLICK UNDER THIS AGREEMENT IN THE PRECEDING TWELVE MONTHS. THE PARTIES ACKNOWLEDGE THAT ASISTECLICK HAS SET ITS PRICES AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND WARRANTIES. THE PARTIES AGREE THAT THE LIMITATION AND EXCLUSIONS OF LIABILITY SHALL SURVIVE AND APPLY EVEN IF THEY FAIL OF THEIR ESSENTIAL PURPOSE.

AT NO TIME SHALL ASISTECLICK BE LIABLE FOR FAILURES OR DELAYS IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT IF SUCH FAILURES OR DELAYS ARE DUE TO CIRCUMSTANCES BEYOND ITS REASONABLE CONTROL, INCLUDING BUT NOT LIMITED TO ACTS OF ANY GOVERNMENTAL AUTHORITY, WAR, INSURRECTION, SABOTAGE, EMBARGO, FIRE, FLOOD, STRIKE OR OTHER LABOR DISTURBANCE, INTERRUPTION OR DELAY IN TRANSPORTATION, UNAVAILABILITY OR DELAY IN TELECOMMUNICATIONS OR SERVICES PROVIDED BY THIRD PARTIES, FAILURES IN CUSTOMER OR THIRD-PARTY SOFTWARE, THE INABILITY TO OBTAIN ADEQUATE MATERIALS, SUPPLIES, OR THE ELECTRICAL POWER NECESSARY FOR THE EQUIPMENT IN THE PROVISION OF THE SERVICES.

8.3 Indemnification. The Customer shall indemnify AsisteClick and its officers, directors, employees, agents, and affiliates (each an "indemnified party") for all costs, liabilities, losses, and expenses, including but not limited to attorneys' fees, arising from any claim, action, arbitration, or proceeding brought by a third party against any of the indemnified parties in connection with: (i) the breach or non-compliance of any of its representations, warranties, covenants, or obligations, (ii) infringement or misappropriation of any intellectual property, including but not limited to privacy rights, patents, copyrights, trade secrets, trademarks, and/or licenses, or (iii) injury caused by any negligence or willful misconduct of the Customer.

9. GENERAL PROVISIONS

9.1 Privacy Policy. In an effort to protect the Customer's privacy, AsisteClick has established a privacy policy, which can be found at http://www.asisteclick.com/privacy, said document being incorporated into this Agreement by this reference. AsisteClick reserves the right to change the Privacy Policy at any time. The Customer acknowledges that he or she has read and understood the Privacy Policy, is bound by its terms, and has an obligation to periodically review the Privacy Policy. In the event that any provision contained in this Agreement conflicts with any term or clause contained in the Privacy Policy, the provisions of this Agreement shall prevail.

9.2 Independent Contractors. AsisteClick and the Customer are independent contractors and this Agreement shall not establish any relationship of partnership, franchise, employment, or agency between AsisteClick and the Customer. Neither AsisteClick nor the Customer shall have the power to bind the other party or incur obligations on behalf of the other party without prior written consent.

9.3 Benefits for the Parties. Except for the last paragraph of this section, all terms of this Agreement shall be exclusively for the benefit of the parties and their respective successors; the Customer may not assign or transfer its rights or obligations arising from this Agreement without obtaining the prior written consent of AsisteClick. AsisteClick may, at its sole discretion, assign its obligations under this Agreement in the event of a merger, sale of all or substantially all of AsisteClick's assets, or sale of a majority of the company's shares.

9.4 Lease. This Agreement constitutes a service contract and does not constitute or create a lease of any real or personal property. The Customer acknowledges and agrees that (i) only a license to use the Services and equipment provided by AsisteClick under this Agreement has been granted, (ii) no ownership rights over any equipment have been granted to the Customer, and (iii) the Customer has no leasehold or property rights over the equipment.

9.5 No Third-Party Beneficiaries. This Agreement was established exclusively for the benefit of each of the parties and their respective successors, and it is not the intention of the parties to confer third-party beneficiary rights.

9.6 Attorneys' Fees. In the event of any litigation, mediation, or arbitration between the parties related to any breach of this Agreement, the prevailing party in any such action shall be entitled to reimbursement of all costs and expenses incurred in connection with such litigation or arbitration, including without limitation attorneys' fees.

9.7 Amendment. Any alteration, modification, or change to this Agreement shall be valid as of the date of publication at http://www.asisteclick.com/terms.

9.8 Jurisdiction and Governing Law. All disputes or litigation arising from this Agreement shall be submitted to the jurisdiction of the competent courts of the City of Buenos Aires, Argentine Republic. This Agreement shall be governed by the laws of the Argentine Republic.

9.9 Domiciles. The domicile valid for all notices shall be: AsisteClick establishes its domicile at Av. Corrientes 1749, Floor 2, Office 6, Buenos Aires. The Customer establishes its domicile at the address specified in the service request. Any change of said domiciles must be duly notified to the other party.

9.10 Severability. In the event that any provision of this Agreement is held to be invalid, illegal, or unenforceable, such finding shall in no way limit or affect the validity, legality, and enforceability of the remaining provisions hereof.

9.11 Entire Agreement. This Agreement, together with the rules established for the Customer's Plan, constitutes the entire agreement between the parties with respect to the transactions contemplated herein and supersedes all prior negotiations, commitments, and/or writings.