Simbiosis Inc., is a DelawareC-corp specialized in the provision of IT services ("Simbiosis"), owner of the website located at www.simbiosis.team (“Site”). where it offers to Users the services described in section 5.
All text, information, data, photographs, graphics, html code, computer software, source code and object code, audio and video samples, trademarks and logos, and the like("Content") appearing on this Site belongs to Simbiosis or any of its affiliates, licensors or suppliers, except as expressly provided herein.
The parties contracting or entering the Site (“User or Consumer") represent that they are over 18 years of age (or if you are accessing from another country declares that has the age of majority according to the country where you access the Site), and with full capacity of enjoyment and exercise for registration on the site or through the Site, and may only use the Content on a device, computer and / or mobile device you own or control, and only for their own uses, without commercial purposes. Any person underage or who has accessed the Site under false representations is not authorized to promote or access the Services presented and is in direct breach of these terms and conditions. Simbiosis reserves the right to terminate the account of the unauthorized User, if it identifies that the information provided is false and is in violation of these terms and conditions.
The terms of service of use set forth herein (referred hereafter as the “Terms”) apply to all Users and visitors of the Site, by using this Site you accept and agree to these terms and conditions as they relate to your use of the Site. If You do not agree to these terms and conditions, you may not access or otherwise use the Site, including the liability stated in section 11 . Certain features and or services of the Site may be subject to additional terms, which will be communicated to the User of such feature or service, either by email or through the Site. Simbiosis reserves the right to modify at its discretion the content of the Site and/or these Terms of Service at any time, without prior notice to the User by posting amended terms on the Website.
1.1. In addition to the terms defined elsewhere in this document, for all purposes of this Terms, the following words shall have the following meanings:
− Consumer:is the natural or legal person that wishes to contract the services of aProvider listed in the Site.
− Provider:is the natural or legal person that wishes provide independent professional services through the Site.
− User: a Provider or Consumer of the Services on the Site.
− Contracting Parties:the joint definition of Consumer and Provider that enter into a contract in which the subject is the Provider Services.
− Product:is the material or immaterial result of the Service provided by the Provider in accordance with the Consumer's specifications.
− Account:means the account created on the Site upon registration.
− Site: the website located at www.simbiosis.team and any interface or electronic application linked to it.
− Software Development Services: are the independent professional services provided by the Provider to the Consumer, generally in the field of technology development and programming.
1.2. The above definitions, as well as those defined throughout these Terms, will include their respective plural when used in the singular and vice versa. The general terms "your","their" and any expressions or words derived from them refer, as appropriate to the context of the statement or clause in which they are used, to the Provider, the Consumer, or both. The term "including”, and the expressions derived therefrom are merely illustrative and not restrictive.
The Site is an online marketplace that enables Consumers with a specific software development needs, to search for a Provider that fits their professional and technical requirements.
As a Consumer, the site will help you to reach and contact potential Providers. As a Provider the Site will help you contact potential Consumers, this is with the intention of establishing possible commercial relations between the two.
3.1. To access and use certain portions of the Site, you must register for an Account. For this purpose, you agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness.
3.2. Simbiosis reserves the right to decline any Account registration, for any lawful reason, including supply and demand, cost to maintain data, or other business considerations.
3.3. If you create an Account as an employee or agent on behalf of a company, you represent and warrant that you are authorized to enter into binding contracts, including these Terms, on behalf of yourself and said company.
4. CONTRACTUAL RELATIONSHIP (USER AND SIMBIOSIS).
4.1. These Terms constitute a binding contract between the User and Simbiosis, regarding the use of the Site.
As a result of the usage of theSite, a Consumer and a Provider could decide to enter into a contractual relationship, for the rendering of services ("Relationship betweenUsers").
The Relationship between Users must be regulated in a service provision contract that is autonomous and independent from these Terms (“Software Development Contract”). Simbiosis willNOT be a part in such contract.
4.2. The decision to enter into a contract with another User it’s based on the criteria of the ContractingParties. Simbiosis does not guarantee in any way the solvency, competence, identity, reputation, skills, suitability, legal status or any other characteristic of the Providers and of the Consumers.
Simbiosis has no control over the quality, timing, failure to provide or any other aspect of the services rendered by Providers. Likewise, Simbiosis has no control over the Consumer’s payment obligations, timing, accuracy of the services requested or any other aspect pertaining to the Users.
As a result of the foregoing, Simbiosis is released, under the terms of section 9, from any liability arising from any contractual or commercial relationship generated between the parties, since Simbiosis will only act as an intermediary to connect the Provider with the Consumer.
4.3. Nothing in these Terms shall give rise to, or be construed as giving rise to, the formation of a partnership, joint venture, agency, mandate, employment relationship or any other legal relationship other than the provision of a professional service between unrelated parties.
4.4. The Users acknowledge that there will not be any type of labor relationship or subordination of any kind between Simbiosis and any Provider, Consumer or User.
4.5. Throughout the usage of the Site, it is required that the User complies with the following:
a) Be over 18 years of age or of legal age (depending on the country where you access the Site) and have full legal capacity to bind yourself to the Terms.
b) If applicable, have sufficient, valid and duly granted power of attorney before a Notary Public to bind the legal or natural person you represent and you will bind the scope of the Terms.
c) Be registered with the Internal Revenue Service and have the corresponding Taxpayer Identification Number .
d) Be up to date with your tax obligations, including payment of applicable taxes on your person and activities, as well as being able to issue electronic invoices.
e) Not be in a state of insolvency, suspension of payment, corporate reorganization or bankruptcy.
f) Not having been convicted of crimes against property or crimes with violence.
g) With respect to the Provider, to have sufficient knowledge, resources, infrastructure, materials and skills to provide the Services in accordance with the corresponding quality parameters and the guidelines issued by the Consumer.
h) With respect to the Consumer, to have sufficient solvency to pay the fees accrued for the provision of theServices on the date they become due.
i) Have control mechanisms and sufficient resources to ensure compliance with your social security obligations.
j) Perform or request the provision of Services under the modality of independent professional services.
k) That the money or income to be used to acquire and/or solicit the services of the Provider and/or to pay the registration in the Account is of legal origin and has not been acquired or planned to be used to commit any illegal act.
Users are obligated to inform of any situation that renders them in noncompliance of these provisions.
In any case of such noncompliance Simbiosis will have the option to give the User a timeframe to resolve the noncompliance or to immediately suspend or terminate such User.
5. SERVICES PROVIDED BY SIMBIOSIS.
5.1. The following are the services provided by Simbiosis:
a) The functionality and administration of the Site.
b) Registration and publication of Provider and Consumer profiles.
c) Publication of projects and applications communicated by Consumers.
d) Publication of projects, applications and related information by Consumers.
e) Infrastructure and channel management between Provider and Consumer.
f) Per request, presenting to the User options of Providers, including their costs.
Under these Terms through the Site, Simbiosis is exclusively limited to facilitating contact and interaction between the Provider and the User. If they so decide, Provider and Consumer may enter into a Relationship between Users in accordance with Clause Four ("Relationship between Users"). Reiterating that, Simbiosis will not be responsible for any liability that arises from any agreement, relationship, purchase order and/or equivalent between Provider and User as equally stated in clause 9.
6. SERVICES PROVIDED BETWEEN USERS.
6.1. If a Consumer selects a Provider to carry out Software Development Services, they could decide to enter into a contractual relationship, for the rendering of software development services. Simbiosis will not be a part of any meeting, negotiation, contract or agreement set forth by the ContractingParties, expressly excluding Simbiosis from any liability arising from such relationship.
6.2. Both the Provider and the Consumer under take jointly and severally to (i) indemnify and hold Simbiosis harmless from any suit, claim, demand or litigation arising out of the Contract, including those arising directly or indirectly from any loss, damage, expense or liability, arising from the breach or infringement of any patent, trademark, copyright, trade secret, by the Consumer and/or Provider; and, (ii) to indemnify Simbiosis, its shareholders, directors, officers, representatives and attorneys-in-fact in respect of any loss or damage that may arise from such suit, claim, demand or litigation, including the expenses and costs of the relevant defense and attorneys' fees. Simbiosis agrees to provide the same level of indemnification to the Consumer while also holding the Consumer harmless to the exact same extent that the Consumer is holding Simbiosis harmless in this 6.2 subsection.
6.3. It is prohibited between Provider and Consumer, or any related third party, to establish an agreement or to receive or give any compensation outside of this Terms.
6.4. It is the sole responsibility of the Provider and the Consumer to formalize their respective relationship if it so occurs to happen though a services contract/agreement, and for fulfilling its obligations to the Provider under said contract in compliance and taking as a reference the guidelines and non-liability clauses detailed in this Terms, including the payment of the agreed fee in a timely manner.
It is considered that the applicable legislation may vary depending on the place of commercial and/or fiscal residence of the contracting parties, as well as on the place where theSoftware Development Services are provided or where the product of such services is used and that is pursuant to the parties equally to respect and abide by such legislation.
6.5. In case the Consumer and Provider engage in a Software Development Contract, said document must contain a provision for all payments in exchange for the SoftwareDevelopment Services to be made through the site https://stripe.com/connect in the user indicated bySimbiosis or any other site or payment method authorized by Simbiosis.
Similarly, the Provider shall be solely responsible for providing the Software Development Services in a timely manner and in strict accordance with the guidelines agreed to in the SoftwareDevelopment Contract. The Provider shall take all necessary measures to guarantee the correct functioning of the Software Development Services, without technical or legal restrictions that makes impossible or restrictive the usage agreed in the Software Development Contract. The exercise of the rights and/or remedies that correspond to the breach of obligations stipulated in the mentioned contract or damages caused in connection with the same, regardless of the degree of fault, shall correspond exclusively to the Provider and/or Consumer that is aggrieved, assuring that Simbiosis is kept safe and risk free of such breach.
6.6. The invoices for the SoftwareDevelopment Services rendered will be issued by the Provider and sent to theConsumer, in compliance with the applicable legislation.
6.7. In order to enable or facilitate the performance of the Software Development Services, the Consumer may share with the Provider information of any nature in any medium in respect of which the Consumer holds or has rights or authorization to disclose("Confidential Information"). Upon such delivery or making available, the Consumer grants to the Provider a revocable, limited, non-exclusive right of use of the Confidential Information limited to the performance of theSoftware Development Contract. The Consumer reserves all intellectual property rights of the Confidential Information, as well as all rights arising from orin connection with the Software Development Services. Unless otherwise agreed, the Provider undertakes to safeguard the Confidential Information in such a way as to guarantee its confidentiality, refraining at all times from making them available to unauthorized third parties. The Provider is obliged to deliver any and all means of safeguard containing the Deliveries or expression thereof, including copies and hand sketches, within 24 (twenty-four) calendar hours after the request of the Consumer to that effect. In the event that the return of the Confidential Information is materially impossible or the Consumer so desires, the Provider shall destroy any and all media containing theConfidential Information or expression thereof in its possession or custody within 24 (twenty-four) calendar hours after the Consumer's request. TheProvider shall give written notice of the full return or destruction of theConfidential Information within the above time limits.
6.8. Unless otherwise agreed, the intellectual property rights over the Work Product including the right to use, exploit, commercialize, register and license shall be transferred and awarded in full, without any reservation whatsoever beyond the limitations provided for by the legislation in force, to the Consumer, as the Software Development Services is being developed and paid. The Provider undertakes to perform any and all acts aimed at transferring the ownership of the Software Development Services, as well as the intellectual property rights arising therefrom, without any reservation or delay.
6.9. In the event that the intellectual property rights in the Work Product cannot be transferred and assigned to the Consumer or by operation of law, the Provider hereby grants an exclusive, irrevocable, sub-licensable, worldwide, royalty-free, fully paid and unconditional license to use, modify, exploit and market the product resulting from the Software Development Services without restriction to the Consumer, immediately upon completion of the software development service from the Provider.
6.10. The Provider guarantees that the SoftwareDevelopment Services will be carried out entirely with its own means, knowledge, infrastructure and materials, without the intervention of third parties or subcontractors. Without prejudice to the above and in case theProvider is a legal or natural person with business activity, the Provider may commission its employees to carry out all or part of the Software DevelopmentServices under its own responsibility. The Consumer shall have the right to check the progress of the services provided by the Provider at any time, subject to prior notice to the latter and provided that it does not interfere with the work performed by the Provider.
In the event that the Software DevelopmentServices incorporates any component belonging to third parties or it is developed on any platform or infrastructure belonging to third parties, including software, source codes, images, texts or any other component whose intellectual property rights belong to a third party ("External Components"), theProvider shall be obliged to obtain a sufficient license on the ExternalComponents so as to guarantee the proper functioning of the Work Product according to the specifications of the Contract.
Before the Software Development Services start, or before entering a specific part of such services, Provider shall disclose to the Consumer any and all External Components used, whether paid or open source. In accordance with this term the Provider shall also disclose any of its own IP (Intellectual Property) that could be used or incorporated into the Work Product to the Consumer before doing so with all possible implications, this in order to be approved or denied by the Consumer’s criteria only.
If the Consumer doesn’t accept the use or incorporation of the IP owned by the Provider or third parties by written agreement, it is understood by default that the IP owned by the Provider or third parties is not allowed to be used or incorporated into the Work Product.If such is used regardless a refund will be provided by the Provider to theConsumer equal to the amount of time that was spent integrating the unusable technology.
6.11. Both the Provider and the Consumer undertake mutually to keep safe and to indemnify the other party in respect of any claim or demand arising directly or indirectly from any loss, damage, expense or liability arising from the infringement or violation of any patent, trademark, copyright, industrial secret, or any act or omission of a party relating to theSoftware Development Services and to indemnify the other party, its shareholders, directors, officers, representatives and attorneys-in-fact in respect of any damages that may arise from such claim or demand, including the costs and expenses of the defense thereof and attorneys' fees.
7.1. In return for the services provided bySimbiosis, the latter will charge the Provider a fee consistent of an agreed upon percentage of the total gross value of the Software Development Services(“Simbiosis Fee”). The specific percentage will be agreed directly between Simbiosis and the Provider.
The payment of the Simbiosis Fee will be deducted directly in the https://stripe.com/connect site from each payment that the Consumer makes in favor of theProvider.
7.2. Simbiosis, the Consumer and theProvider shall all be individually responsible for the fulfillment of their respective tax obligations, as well as for the entirety of the taxes and other contributions caused by virtue of this contract, in the terms of the applicable laws. Therefore, neither of these parties shall be considered as jointly and severally liable with respect to the other party for such tax obligations. The foregoing does not limit the right of the parties to withhold the amounts indicated in the applicable tax provisions in order to find out on behalf of the other party.
8.1 The Provider and the Consumer agree that they may not establish a payment method or option outside the one established in these Terms.
8.2 During the usage of the Site, during the Software Development Contract and for the period of 12 months after it is concluded, the Parties may not enter in additional rendering of professional services directly without the involvement of Simbiosis.
8.3 During the usage of the Site, during the Software Development Contract and for the period of 12 months after it is concluded it is prohibited for the Consumer to either directly or indirectly solicit or entice away the Provider’s employees and collaborators from their employment or collaboration with Provider.
9. CONFIDENTIAL INFORMATION AND PERSONAL DATA.
9.1. Any information or material sent or voluntarily provided to Simbiosis will be considered as Confidential.
9.2. Simbiosis is obliged to adopt the appropriate measures to ensure the confidential treatment of such information, measures that will not be less than those applied by them to the confidential information itself.
10. INTELLECTUAL PROPERTY.
10.1. Simbiosis has the trademark registration title granted by the United States Patent and Trademark Office(the "Trademark"), in addition to the copyrights related to the system through which it provides the Services. The parties agree that the misuse of Simbiosis' intellectual property by the Provider or the User may cause irreparable, non-quantifiable damage, and for this reason they are responsible for its proper use and to answer for any damage and prejudice derived from its misuse.
10.2. Simbiosis does not grant to theUser and/or Third Parties, either expressly or impliedly, any right or license to any patent, trademark, copyright or other intellectual property rights in conjunction with the Confidential Information. The User and/or Third Parties may not duplicate any of the content of this site on any other web site or in any other medium.
10.3. All trademarks, trade names, trade dress and registered and unregistered systems used on this Site are the property of Simbiosis or are being used with the permission of their respective owners. No third party may use or reproduce any trademark including, but not limited to, logos and Internet domains using the trademarks owned by Simbiosis or any of its variants (whether or not used with capital letters or spaces) without the prior written consent of Simbiosis or the trademark owner.
10.4. Any User who has demonstrably violated the intellectual property of a third party or the intellectual property of Simbiosis by retransmitting or publishing material linked to this Site that infringes the intellectual property rights or other legal rights of such third party will be excluded from this Site.
11.1. Simbiosis assumes no responsibility (and expressly disclaims any liability) for updating this Site to keep the information current, it is responsibility of the User that the information posted and shared is accurate and complete before making any decision related to any issue described on this Site.Simbiosis does not guarantee that reported problems will be resolved immediately or within a specific period of time.
11.2. Simbiosis does not guarantee the authenticity or legality of transactions processed through the Site. The risk of fraud by impersonation of a User and/or Third Party, or that of illegality of a transaction are entirely assumed by the User and/or Third Party.
11.3. Simbiosis shall not be liable for any damage or loss of any nature whatsoever due to fortuitous cause that causes the lack of availability or continuity of operation of theSite and/or the Services and content.
12.1. When you visit this Site, you can browse the Site and obtain information without revealing your identity. In order to improve our site, we use "cookies" to keep track of your visit. A cookie is a small amount of data that is transferred to your browser by a web server and can only be read by the server that gave it to you. It functions as your identification card and makes it possible for Simbiosis to record your history of using our site. It cannot be executed as code and cannot transmit viruses. Cookies help us improve our site and provide you with abetter and more personalized service. Cookies enable us to:
a. Estimate the size and usage pattern of our audience.
b. Store information about your preferences and therefore allow us to tailor our site to your individual interests.
c. Speed up your searches.
d. Recognize you when you revisit our site and allow you to log in automatically.
13.1. These Terms constitute the entire agreement between Simbiosis and User, as the Provider or Consumer, with respect to the use of Simbiosis services and supersedes any prior understanding, contract, agreement or understanding of wills, whether oral or written, of any nature whatsoever with respect to the provisions herein.
13.2. If any provision of these Terms shall be found to be invalid, void or unenforceable, the remaining provisions shall nevertheless remain in full force and effect and the invalid, void orunenforceable provision shall be deemed modified so as to be valid andenforceable to the fullest extent permitted by law.
13.3. For all matters not covered by these Terms, the provisions of the Civil Code in force for the government of theUnited States of America and other applicable supplementary laws shall apply.
13.4. For all matters related to the interpretation and fulfillment of these Terms, the parties submit to the jurisdiction and competence of the Courts of Austin, Texas, U.S.A., expressly waiving any other jurisdiction that may correspond to them by virtue of their present or future domiciles or for any other reason.