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Terms & Conditions

Colombia

1. About "Zubale

The "Zubale" platform (also referred to in this document as the "APPLICATION" or "APP") is operated by the Colombian company SECTION B COLOMBIA S.A.S., a company incorporated under the laws of Colombia, identified with Tax ID No. 901.405.390-5, domiciled in the city of Bogotá D.C., and which for the purposes of these terms and conditions shall be referred to as the "OPERATOR". No. 901.405.390-5, domiciled in the city of Bogotá D.C., and for the purposes of these terms and conditions shall be referred to as the "OPERATOR."

Legal nature of the Terms and Conditions

These Terms and Conditions (hereinafter the "T&C") set forth the guidelines, conditions and terms under which a framework business collaboration agreement (hereinafter the "PARTNERSHIP AGREEMENT") is entered into between the OPERATOR and a natural person (hereinafter the "USER" or the "ZUBALERO") who enters and registers in the OPERATOR's APP. The PARTNERSHIP AGREEMENT shall be governed by the provisions of these T&Cs and for all purposes, unless expressly provided otherwise, capitalized terms used herein shall have the meanings ascribed to them herein. Defined terms may be used in either the singular or the plural.

By registering with the APP and completing the registration process, the USER is bound by this PARTNERSHIP AGREEMENT to the extent that the electronic registration constitutes the manifestation of willingness to enter into the legal business and be bound by it. Proof of the conclusion of the PARTNERSHIP AGREEMENT shall be the electronic registration and the creation of the user account.

3. Purpose of the PARTNERSHIP AGREEMENT

The PARTNERSHIP AGREEMENT is entered into between the OPERATOR and the ZUBALERO (hereinafter jointly the "PARTIES" and individually each one a "PARTY)", with the purpose that, between both and based on the joint contributions, services of diverse nature can be provided to the final customers that they get through the APPLICATION (hereinafter the "CUSTOMER"), fundamentally represented in supermarket chains and department stores, or in mass consumption companies that sell and market their products to the general public directly (in their own establishments) or through supermarket chains and department stores. 

The services that can be provided to the CLIENTS (hereinafter the "SERVICES"), constitute the business (hereinafter the "BUSINESS") that the PARTIES to the PARTNERSHIP AGREEMENT will jointly advance and may be given by any of the following activities (or by several of them at the same time):

3.1 Merchandiser: by virtue of which services are provided to the CUSTOMER for (i) Removing product from the warehouse; (ii) Cleaning the shelves and product front; (iii) Executing the arrangement guide; (iv) Updating prices; (v) Reporting out of stock and review of expiration dates; and (vi) Capturing information such as prices, out of stock, shelf space or shelves and taking pictures.

3.2 Shopper: by virtue of which services are provided to the CUSTOMER for (i) Assembly and selection of products, within the supermarket, of the purchase order placed or formulated by the buyer or final consumer (hereinafter the "CONSUMER"); (ii) Manage out of stock in the purchase order, call the CONSUMER and propose substitutes; (iii) Call the CONSUMER to corroborate the order; (iv) Make order adjustments in the supermarket's system; (v) Go through the cash register and arrange products to be transported; and (vi) Transport the order to the CONSUMER and deliver it to his/her door.

3.3 Picker: by virtue of which services are provided to the CUSTOMER to (i) Assemble and select products, within the supermarket, from the purchase order placed or formulated by the CONSUMER; (ii) Manage depleted products in the purchase order, call the CONSUMER and propose substitutes; (iii) Call the CONSUMER to corroborate the order; (iv) Make order adjustments in the supermarket system; and (v) Go through the cash register and arrange products to be transported.

3.4 Delivery person: by virtue of which services are provided to the CUSTOMER to (i) pick up bags of groceries ordered by the CUSTOMER at a specific store; (ii) use his/her own motorcycle/car/bicycle/vehicle to deliver the groceries to the CUSTOMER's home; (iii) park and carry the bags to the door and deliver the groceries; and (iv) collect the groceries from the CUSTOMER (using the corresponding payment method: Dataphone, Cash, Online payment). If payment is made in cash, the service includes pre-payment of the market before picking it up from the supermarket or store, and recovering the money upon collection from the CONSUMER.

3.5 Any other activity that the PARTIES decide to agree and whose characteristics are defined in the APPLICATION to be developed jointly, according to the profile of the ZUBALERO.

Notwithstanding the description of activities, as it is a framework PARTNERSHIP AGREEMENT, the SERVICES to be provided jointly to the CUSTOMERS will be defined each time according to the CUSTOMER's own requirements. This means that, by entering into the PARTNERSHIP AGREEMENT, the OPERATOR does not guarantee the USER a minimum or specific number of activities in which they must mutually collaborate to develop the BUSINESS of providing the SERVICES, nor a minimum or specific periodicity in which they must mutually collaborate to develop the BUSINESS. The CLIENT shall define the needs and inform the OPERATOR, who, in turn, through the APP, shall invite the ZUBALIER so that, in execution of the COLLABORATION AGREEMENT, the specific activities are developed, at a specific time, as required by the CLIENT.

All the activities that are executed jointly between the PARTIES for the attention of the SERVICES to the CLIENT, will be governed and regulated under this PARTNERSHIP AGREEMENT, which forms between the parties the only relationship of collaborators in accordance with the provisions of paragraph 9 below.

4. Relationship with the CLIENT

The legal relationship with the final CUSTOMER, for the provision of the SERVICES object of the business collaboration, will have only the OPERATOR. This one will make the "fronting" with the CUSTOMER and, therefore, it will be the one who will celebrate the contract of services with the CUSTOMER (hereinafter the "CONTRACT OF SERVICES") and will be the one who will charge for the rendered SERVICES, with charge to transfer to the USER the percentage of the profits of the BUSINESS (hereinafter the "PROFITS") that correspond to him according to each case. However, the SERVICES shall be provided to the CLIENT by the PARTIES of the PARTNERSHIP AGREEMENT acting jointly and in coordination, but taking into account the independence and functional autonomy of each PARTY, as true business partners.

In that sense, the OPERATOR shall be the spokesperson and legal representative of the collaboration conformed by this PARTNERSHIP AGREEMENT, for which the ZUBALIER grants him/her a mandate with all the pertinent faculties and to advance the financial and accounting administration of each BUSINESS.

5. ZUBALERO Capacity

The use of the APP is made by the ZUBALERO as a person of legal age and capable, and declaring that he/she is authorized to enter into this PARTNERSHIP AGREEMENT with the OPERATOR, therefore, as an independent collaborator, he/she has full capacity to be subject of rights and obligations, qualities that he/she endorses at the moment of generating his/her registration.

To enter the APP, the ZUBALERO must have his/her own mobile or smart phone and create a user account where, voluntarily, he/she must provide data such as name, date of birth, telephone, address and email address among other personal data. This information will be treated in accordance with the law and the OPERATOR's data treatment policy, and will be used, among other purposes indicated in the referred policy, for the full identification of the USER, for the fulfillment of the PARTNERSHIP AGREEMENT, for the fulfillment of the SERVICE AGREEMENT and for fraud prevention.

The accounts of the USERS will be administered by the OPERATOR or by the person designated by the OPERATOR, having full power to keep or not the account, when the information provided by the USERS is not truthful, complete or safe; or when there is a breach of the obligations of the ZUBALEROS to this PARTNERSHIP AGREEMENT. At no time the OPERATOR will ask the USER for any information that is not necessary for its linking to the PARTNERSHIP AGREEMENT. 

6. Term and Termination of the PARTNERSHIP AGREEMENT

The PARTNERSHIP AGREEMENT shall be in force from the moment it is entered into until the occurrence of a termination event. The PARTNERSHIP AGREEMENT shall be deemed entered into at the same time the USER registers in the APPLICATION and accepts these T&Cs. 

The present PARTNERSHIP AGREEMENT may be terminated by the OPERATOR, at any time, unilaterally and without the need to justify its cause, being enough a notice of only three (3) common days that the PARTIES consider sufficient, addressed by the OPERATOR to the ZUBALIER to the registered e-mail address. The termination in this way shall not generate any type of indemnity or compensation in favor of the ZUBALIER.

In addition to the above, the PARTNERSHIP AGREEMENT may also be terminated by the OPERATOR, at any time, unilaterally and without the need to justify its cause, when the OPERATOR decides to deactivate, cancel or suspend the ZUBALERO's user account, for which it will not have to give any kind of notice. The termination in this way will not generate any indemnity or compensation in favor of the ZUBALERO.

The decision to deactivate, suspend or definitively cancel the USER's account and/or registration shall not be motivated and it shall not be necessary to have a previous judicial decision or pronouncement. The OPERATOR reserves the right of admission, permanence and use of the APP.

Upon termination of the PARTNERSHIP AGREEMENT for any reason, the OPERATOR may cancel the user's account in the APP.

7. Contributions and obligations of the PARTIES

For the development and execution of the PARTNERSHIP AGREEMENT and of the BUSINESS that is operated on the basis thereof, the PARTIES shall mutually collaborate and, through the contributions listed below and the assumption of obligations and the joint assumption of the risks derived from the operation, shall provide the SERVICES to the CLIENTS.

7.1 On the part of the OPERATOR:

The OPERATOR shall make the following contributions and assume the following obligations:

  1. To put at the disposal of the PARTNERSHIP AGREEMENT and operate the APPLICATION and other technology that allows to put in contact the ZUBALIER with the OPERATOR and the OPERATOR with the CLIENT. Notwithstanding the foregoing, this contribution shall not imply or grant any intellectual property rights or copyrights to the USER on the APPLICATION and other complementary technology. The license of use will be regulated by or foreseen in the corresponding section.
  1. To put at the disposal of the PARTNERSHIP AGREEMENT, all its experience and knowledge of the market in the provision of the SERVICES and to put at the disposal of the BUSINESS, so that they are economically exploited, the CUSTOMERS that the OPERATOR obtains.
  1. To enter into the SERVICE CONTRACT with the CLIENT in its own name and to administer the aforementioned contract, making available to the PARTNERSHIP CONTRACT the infrastructure and resources necessary to operate the SERVICE CONTRACT.
  1. To keep accounts of the BUSINESS to determine the PROFIT of the same and to distribute it between the PARTIES in the percentages agreed in this PARTNERSHIP AGREEMENT.
  1. Promote and manage the SERVICES among the CLIENTS and develop the marketing and advertising activities in the conditions of time, way and place and under the budgets determined unilaterally, and at its own discretion, by the OPERATOR.
  1. The OPERATOR will not offer any type of exclusivity in favor of the USER in the execution or celebration of the PARTNERSHIP AGREEMENT, reason why the OPERATOR will be able to celebrate other similar or identical businesses to the content in these T&C with third parties.


7.2 On the part of the USER: 

The USER, in order to execute the PARTNERSHIP AGREEMENT so that the SERVICE AGREEMENT can be fulfilled, will make the following contributions and assume the following obligations:

  1. Execute, in a direct and personal way, and in attention to his autonomous character of independent collaborator, the activities that through the APP he has accepted and received, according to what is described in numeral 3 above, or one or several of them, as determined by the OPERATOR, according to the requirements of the CLIENT in each case.
  1. To make available to the PARTNERSHIP AGREEMENT, for the execution of the SERVICE AGREEMENT, all the efficiency, effectiveness, efficacy, safety, timeliness and/or quality in the execution of the activities under its responsibility.
  1. To use the APP in a proper way and through electronic devices that can guarantee the security of the information provided in the APP. The OPERATOR is not responsible for the effects that may occur to the USER due to the information provided in devices where it may be exposed to third parties.
  1. Use the APP for lawful purposes. The USER exonerates and will hold harmless the OPERATOR from any responsibility against any use of the APP for illicit purposes or that causes any damage with its conduct to the same USER or to third parties.
  1. To have his own motorcycle, bicycle or vehicle for the execution of the activities referred to in the SERVICES to the CLIENTS, and to maintain the vehicle in perfect and optimal conditions at all times while he is registered and has a user account in the APP. Furthermore, the USER shall assume on his own account the surveillance, custody and custody of his vehicle or means of transport, against which or for which the OPERATOR is not liable in any way and the ZUBALERO shall be liable to the CLIENT, the CONSUMER and third parties for any damage or harm caused to them on the occasion of or in relation to the use of the vehicle.
  1. To acquire and keep in force during the whole term of this PARTNERSHIP AGREEMENT, a civil liability insurance to cover the damages caused by the ZUBALIER to third parties in the execution of this PARTNERSHIP AGREEMENT. In any case, even in the event that the ZUBALIER does not have such insurance, it is clear for the PARTIES that the OPERATOR shall not be liable for the damages caused by the ZUBALIER to third parties, and that it is the responsibility of the latter to assume its value and liability. 
  1. To have the necessary tools and indispensable elements to execute the activities derived from the PARTNERSHIP AGREEMENT, whatever the activity is and according to the nature of the same, and to make them available to the BUSINESS so that the PARTIES can jointly provide the SERVICES.
  1. Have a valid driver's license and the mandatory driving insurance required by the current regulations at all times while you are registered and have a user account in the APP.
  1. To have their own mobile or smart phone to download the OPERATOR's APP and to be able, through the APP, to assume and attend the development of the activities referred to in the SERVICES. 
  1. The use of the APP confers to the ZUBALERO that enters, the right to his personal use, in an exclusive and non-transferable way. Consequently, the ZUBALERO has no right to and agrees not to license, sell, resell, re-license, assign, distribute, advertise, exploit or take any commercial advantage of the APP or the brand and tools associated with it.
  1. The PARTNERSHIP AGREEMENT is concluded "intuito personae". Consequently, the ZUBALIER is obliged to comply directly with its obligations and shall not assign the PARTNERSHIP AGREEMENT neither totally nor partially, nor subcontract the development of the activities to third parties, without previous authorization in writing from the OPERATOR.
  1. To comply with the Colombian legal system and, especially, with the rules regarding consumer protection, personal data protection and any other applicable legislation, and to answer for any claim filed by any third party against the OPERATOR for the violation or infringement of any of the aforementioned and/or applicable rules.
  1. Provide true and truthful information to the OPERATOR. In the event that the information provided is not true or valid, the USER accepts responsibility for the false information without prejudice to any civil or criminal consequences that may arise.
  1. To provide all the information related to its location and about the activities it develops or will develop, so that the OPERATOR may verify the effective execution of the activities.
  1. Notify the OPERATOR immediately of any breach of security or unauthorized use of your USER account.
  1. Respect the rights of third parties, comply with respect and decorum the activities you perform and not to impersonate third parties.
  1. To accept the ratings that the CONSUMERS or the CLIENT may make of its activity and to have its personal data (name and photograph) included in the APP, among others, for these purposes. 
  1. Not to modify, affect or violate in any way or make works based on the APP, parts of the software that supports it or the "Zubale" brand. The USER does not have the right to make links, mirror the services provided through the APP, or provide the APP service to third parties. The ZUBALERO does not have the right to "reverse-engineer"(disassemble the application in its components to understand its operation, even if it is for academic and/or non-profit purposes).
  1. Comply with the obligations arising from the SERVICE CONTRACT that, by their nature, must or may be executed by the ZUBALERO.
  1. Act as an independent contractor in the development of the business collaboration referred to in this PARTNERSHIP AGREEMENT and submit proof of affiliation and payment of obligations to the general social security system, strictly subject to the applicable rules, on a monthly basis, which will be a condition for access and permanence in the APP registration.
  1. Defend and hold harmless the OPERATOR against and from any judicial, administrative or extrajudicial claim filed by any CLIENT, CONSUMER or any third party against the OPERATOR, in relation to or on the occasion of the activities performed in the development of the SERVICES provided to the CLIENT, or for any act or omission of the USER, whether it implies breach or not of any contract. The above includes, but is not limited to, claims filed against the OPERATOR for infringements of the ZUBALIER to any legal and/or administrative regime, on the occasion or as a consequence of acts or omissions of the ZUBALIER.
  1. Use the information of the CUSTOMERS and CONSUMERS, only for the purposes inherent to the fulfillment of the obligations acquired in this PARTNERSHIP AGREEMENT and the SERVICE AGREEMENT, for which it will refrain from using such information and use it for a purpose other than that indicated herein, under penalty of incurring in breach of this PARTNERSHIP AGREEMENT. Consequently, it is obliged to keep absolute reserve and confidentiality on the information of the CLIENT and the CONSUMERS.
  1. Care, custody, make good use and deliver or return to whom it may concern, the goods or securities that the CUSTOMER and CONSUMERS put at their disposal or in their charge for purposes of, or in connection with, the implementation of the activities referred to in the SERVICES and all those that are managed or handled on the occasion or in the course of the activities.
  1. Respond for the commercial value of the goods and values that the CUSTOMER and the CONSUMERS put at their disposal or in their charge and of all those that are administered or manipulated on occasion or in development of the activities, in case they are the object of theft, loss or damage in development of their activities and reimburse their value to the CUSTOMER or the CONSUMERS, or acknowledge them to the OPERATOR, as the case may be. In the event that the OPERATOR must assume the referred values due to the claim made by the CUSTOMER or the CONSUMER, the pertinent value will be discounted directly by the OPERATOR and will affect the liquidation of the PROFITS that are distributed in favor of the ZUBALERO.
  1. In case the activities to be developed by the ZUBALERO are the "Deliveryman", he will have to have working capital of minimum Cop $__________$150,000 for each month of execution of the PARTNERSHIP AGREEMENT, in order to be able to buy and pay the market to take it to the CONSUMER, in case the CONSUMER has chosen cash as a means of payment. 
  1. Observe and comply with the standards and rules of conduct within the stores and supermarkets of the CUSTOMERS and in the places of residence of the CONSUMERS, and use clean, presentable and appropriate clothing according to the rules imposed by each CUSTOMER, which show professionalism and decorum on the part of the USER.
  1. In the event that the OPERATOR is required by the CUSTOMER, by the CONSUMER or by a competent authority to provide a guarantee for the SERVICE and the corresponding SERVICE is required to be repeated, the USER shall repeat the respective activity at its own cost and expense in order to satisfy the claimant. 
  1. Any others arising from the nature of the PARTNERSHIP AGREEMENT and those required and necessary to properly perform the SERVICE AGREEMENTS.

8. Distribution of the BUSINESS

The OPERATOR shall manage the accounting center for each one of the BUSINESSES jointly carried out by the PARTIES to provide the SERVICES. Each one of the activities that, within the framework of the PARTNERSHIP AGREEMENT, the PARTIES execute to provide the SERVICES to the CLIENT, will constitute an independent BUSINESS that will have an independent administration and liquidation.

Each one of those BUSINESSES shall generate a result (PROFIT or loss) that the PARTIES shall assume in proportion to the participations agreed for each case. For each of the activities that are executed in the development of the SERVICES, the APPLICATION will publish the values that must be transferred by the OPERATOR to the ZUBALIER, as PROFIT as a result of the respective BUSINESS, in case there is indeed PROFIT in the particular business, as a consequence of the CUSTOMER having paid for the SERVICES. These values and percentages of PROFIT may vary permanently and for each case will apply the one that has been published or communicated for the specific activity. In the event that the CLIENT, for any reason, refrains from paying for the SERVICE or from recognizing the corresponding remuneration, it will be understood that there will be no PROFIT to be shared between the PARTIES and the risk of the negative result of the particular business will be assumed by both PARTIES. Furthermore, the OPERATOR may unilaterally, occasionally, by mere liberality and without this implying or generating an acquired right for the ZUBALIER, provide that the ZUBALIER in certain circumstances may receive a PROFIT higher than the agreed profit.

The PARTIES shall jointly bear the risks of the operation of the BUSINESS, consisting that there are no CUSTOMERS who require or demand SERVICES or that there are CUSTOMERS who, for any reason, decide not to pay for the SERVICE or not to recognize the remuneration. Therefore, the OPERATOR will not guarantee a result to the ZUBALIER nor will it assure a minimum income, nor will it assure that all the activities it executes will have a positive result that implies receiving the UTILITY. All the results will depend on the execution of SERVICES to the CUSTOMERS and that, in that execution, a PROFIT is produced.

The results of each BUSINESS will be settled once the activity foreseen to provide the SERVICES is executed and fulfilled, and the amount corresponding to the PROFIT of the ZUBALERO, will be credited in the digital wallet that the ZUBALERO has in the APP, within the following 48 hours. All applicable taxes will be included in the amount settled. The amounts credited in the digital wallet will be distributed once a month, on the 20th of each month (or the following business day in case it is not a business day), which will include the results of the TRADES executed within that period of time. The distribution and dispersion will be made to the means of payment available in the APP, which has been selected by the USER.

Notwithstanding the foregoing, the USER may request, through the APP, that part or all of the UTILITY credited to the digital wallet be advanced and distributed to the USER's bank account in advance of the regular distribution period.

The USER grants a mandate so that the OPERATOR, in name and on behalf of the PARTIES, invoices and collects the values paid by the CUSTOMERS and, later on, distributes and transfers the value of the corresponding UTILITY according to the respective percentage. The ZUBALIER shall provide to the OPERATOR the accounting and tax supports on the transfers of the resources that are made, so that the OPERATOR can make the tax declarations.

The OPERATOR may abstain from making any payment in favor of the USER in case the USER does not provide proof, to the OPERATOR's satisfaction, of the payment vouchers of the contributions to the general social security system. Likewise, the OPERATOR shall abstain from transferring to the ZUBALERO the value of its participation, when the CUSTOMER or the CONSUMER has filed any complaint or claim against the USER for the executed activity or for the non-existence of the executed activity, and the OPERATOR may retain such resources as guarantee, in order to, if necessary, return them to the CUSTOMER or the corresponding CONSUMER in case the OPERATOR considers it necessary, opportune or convenient, or to keep itself indemnified in the terms indicated in numeral 7.2 above.

9. Relationship of the ZUBALIER and the OPERATOR

The PARTIES declare that in the development of this PARTNERSHIP AGREEMENT they act independently, and consequently there is no employment relationship between them. Likewise, by virtue of the PARTNERSHIP AGREEMENT it is clear that none of the PARTIES acquires any employment relationship with the personnel of the other PARTY (whether or not such personnel is linked to the development of the BUSINESS). 

Even when the OPERATOR may request to the ZUBALIER, in accordance with the applicable legislation, proof of payment of its social security, the ZUBALIER shall be the only responsible for the payment thereof. Under no circumstance it shall be understood that the USER is a subordinate or employee of the OPERATOR and, consequently, under no circumstance the OPERATOR shall be responsible for the payment to the USER of social benefits, integral social security, pensions or shall affiliate him/her to the professional risk system. 

The ZUBALIER shall hold harmless the OPERATOR for any and all claims or demands of labor nature or related to the general social security system that may be filed against the OPERATOR and is obliged to immediately reimburse the OPERATOR for any amount that the OPERATOR is obliged to pay by any administrative or judicial authority based on such claims or demands. 

Notwithstanding the above, the OPERATOR may sell to the ZUBALER, clothes or other kind of articles that identify them as users of the APP, so that CUSTOMERS and CONSUMERS can identify the ZUBALER safely. The above, without being understood that the USER is an employee or subordinate of the OPERATOR.

10. Penalties

The USER accepts that in case the OPERATOR has suspicion of the commission of any conduct considered as a crime, according to the laws of the Republic of Colombia, the OPERATOR will be able to make use of its right of admission reserve suspending and/or terminating the USER's account in a unilateral, temporary and/or indefinite way without the existence of a judicial declaration or giving any explanation to the USER. Likewise, it may terminate the PARTNERSHIP AGREEMENT under the conditions set out in paragraph 6 above.

The USER shall permanently use the global positioning system of his/her mobile device during the execution of the PARTNERSHIP AGREEMENT and associate it with the APP. Furthermore, the USER accepts that in the event that the OPERATOR's global positioning systems (e.g. GPS) of the OPERATOR and, in general, all monitoring systems of the OPERATOR indicate that the activities that the ZUBALIER declares to have performed, in reality were not executed, or were executed incompletely or defectively, or in any way the OPERATOR determines that the activities were not executed or were executed in an incomplete or defective way, the OPERATOR may at its sole discretion, at any time and without the need of a previous judicial declaration, refrain from transferring to the USER the values that would correspond to him/her in the BUSINESS PROFITS. This, without the need of a previous judicial declaration and without prejudice of the civil and penal actions that the OPERATOR may initiate. 

In any case, if the ZUBALIER fails to comply with any of the obligations foreseen in this PARTNERSHIP AGREEMENT, the USER shall pay to the OPERATOR for that single fact, a fine for each event of non-compliance and until when the services in charge are effectively fulfilled in a satisfactory way in OPERATOR's opinion, equivalent to 100% of the value of the UTILITY that would correspond to him in the BUSINESS to which the non-complied or defective activity or obligation refers. The USER expressly authorizes the OPERATOR to deduct from any payment, the amounts caused by this concept.

The PARTIES understand that the fines indicated in the previous paragraph, are established exclusively as a function of compulsion to the USER for the fulfillment of its obligations; consequently, the collection of the above fines does not exonerate the ZUBALERO of the fulfillment of its contractual or legal obligations, nor releases it from its obligation to fully compensate the damages that its non-compliance may produce. 

11. Intellectual Property

The intellectual property of the development of the APP and the software that supports it, as well as the brands, logos and other distinctive signs associated to the APP and the SERVICES provided to the CLIENTS, are exclusive property of the OPERATOR.

The OPERATOR grants a license to the USER to use the APPLICATION. Such license shall be non-transferable, limited to the term of this PARTNERSHIP AGREEMENT and non-exclusive. The USER may not license, sublicense, lease, reproduce, copy, commercialize or in any way dispose of the software or the APP, whether or not for commercial purposes.

The USER commits to use the APP and other industrial property assets of the OPERATOR, properly and in accordance with the purpose foreseen and authorized in these T&C, and to cooperate in the due protection of such industrial property assets. In any case, the authorization of use foreseen in this document, will cease at any time by OPERATOR's unilateral and autonomous decision and/or in any case of termination of the PARTNERSHIP AGREEMENT. The USER shall refrain from using the APP and the industrial property assets for purposes other than those authorized and established in this document, and in any case, from using such industrial property assets in an irregular way or against the Law.

The USER acknowledges and accepts that the developments, results of studies, information gathering, data, metrics, inventions or discoveries made by the USER or by the OPERATOR within the framework and in the execution of the PARTNERSHIP AGREEMENT, whatever their support, means of dissemination, moment in which they are made and state (whether completed or not), are and will be property and ownership of the OPERATOR as owner of the APP and of the "Zubale" trademark. All patrimonial copyrights and all economic rights and/or of any nature, current, eventual or future on the mentioned assets, whether they are registered or not, will belong one hundred percent (100%) to the OPERATOR. The USER waives from now on to raise any claim in such sense.

12. Modification

The OPERATOR reserves the right to modify these T&C and to modify the PARTNERSHIP AGREEMENT, unilaterally, at any time and without prior notice to the USER. The modifications will take effect from the date of publication in the APP and will apply to new activities and BUSINESSES that are executed from the date of publication. It will be the USER's responsibility to maintain permanent verification of the current version. In the event that the USER does not agree with the changes or does not wish to continue executing the PARTNERSHIP AGREEMENT under these new conditions, he/she may deactivate and delete his/her user account.

The OPERATOR reserves the right to perform random and unannounced product, communication and price tests within its APP in order to gather information to help improve the APP.

13. Contents

Through the APP, the OPERATOR may make available to the USERS commercial and advertising information of its own or of third parties. In these cases, the OPERATOR does not endorse, guarantee or commit its responsibility for the services and/or products marketed by these third parties. It is total responsibility of the USERS the access to the sites that refer the advertising, assuming the obligation to verify and know the terms of the services offered by the third parties.

14. Resignations

The OPERATOR makes no representations or warranties whatsoever about the APP, express, implied or statutory, other than those expressly set forth in these terms and conditions, and therefore makes no implied warranties of merchantability, fitness for a particular purpose and non-infringement. Furthermore, OPERATOR makes no representations or warranties regarding the reliability, timeliness, quality, suitability or availability of the services or any of the goods ordered through the APP, or that the services will be uninterrupted or error-free.

15. Limitation of Liability 

The OPERATOR shall not be liable to the USER for any damages of any kind, whether direct or indirect, incidental, special, exemplary, punitive or consequential, including loss of profits, loss of data, personal injury, loss of limbs or body parts, death, temporary or permanent disability, or damage to property, suffered by the ZUBALIER itself or by third parties, arising out of the ZUBALIER's use of the APPLICATION or the execution of the activities by the ZUBALIER. The ZUBALER understands, acknowledges and accepts that the ZUBALER shall independently and autonomously assume all the risks of the BUSINESS and the execution of the activities under its responsibility. The aforementioned, even if the OPERATOR has been warned of the possibility of such damages.

The OPERATOR shall not be liable for any delay or failure of the ZUBALIER to perform the activities resulting from any failure of the APP, nor for causes beyond the reasonable control of the OPERATOR. 

16. Indemnity

The USER shall be liable for direct or indirect damages caused to third parties, CUSTOMERS, CONSUMERS or the OPERATOR, generated as a consequence or derived from the breach of this PARTNERSHIP AGREEMENT or the Law or the SERVICE AGREEMENT. The USER undertakes to defend and hold harmless the OPERATOR from any judicial, administrative or extrajudicial claim filed by any third party, including CUSTOMERS and CONSUMERS against the OPERATOR, in relation to or with the above, including but not limited to claims filed against the OPERATOR for infringements to the intellectual property, industrial property or copyright regime, to the personal data protection regime or to the consumer protection regime, due to or as a consequence of acts or omissions of the USER. In this sense, in the event that the OPERATOR must assume any value, payment, fine, sanction, compensation, sentence, damage, expense or disbursement of any nature derived or related to the above, the USER is obliged to reimburse it immediately and, in any case, in a term no longer than two (2) days from the date in which the OPERATOR requires it. Likewise, and within the same term, the USER is obliged to reimburse any cost or expense in which the OPERATOR has to incur as a consequence or on the occasion of its defense against such claims.

The OPERATOR may, and the ZUBALIER so accepts and authorizes, deduct from the balances that the OPERATOR may owe to the ZUBALIER for any concept, the sums referred to in this section and any other sum that the ZUBALIER must pay to the OPERATOR or to the CUSTOMERS, CONSUMERS or third parties, as a consequence of the damages or prejudices that may be caused to them. 

17. Confidentiality and data processing

The USER is obliged not to reveal to third parties the confidential information (hereinafter the "CONFIDENTIAL INFORMATION") that he/she receives from, or knows in relation with the OPERATOR, or with the CUSTOMERS, or with the CONSUMERS, in execution of this PARTNERSHIP AGREEMENT or any of its activities, related with the internal organization, with the activity, with the commercial services, or with the relations and business with third parties of any of the above mentioned. The CONFIDENTIAL INFORMATION includes, in addition to this AGREEMENT itself, all information of a technological, computer, industrial, accounting, financial, commercial, technical, strategic, conceptual nature, and any information related to the present and future business operations or financial conditions of any of them.

Accordingly, the USER agrees to keep it confidential and private and to protect it from use or disclosure, exercising the same degree of control that it would use to protect CONFIDENTIAL INFORMATION it owns, and to use it exclusively for the purposes referred to in this PARTNERSHIP AGREEMENT. 

The USER undertakes to refrain from processing personal data for which he/she does not have the prior, express, written and voluntary authorization of the respective owner. It shall be understood that if the USER processes any personal data, he/she has the prior, express, written and voluntary authorization of the respective owner, so the USER shall release the OPERATOR from liability for any consequence derived from the infringement of the personal data regime. The USER undertakes to defend and hold harmless the OPERATOR against any claim filed against it by any third party alleging an infringement to the personal data protection regime.

The USER shall not use the transmitted or transferred data for purposes other than those authorized in this PARTNERSHIP AGREEMENT or permitted by law and shall carry out its treatment in accordance with the principles established by jurisprudence and law for the treatment of personal information. The USER, as Data Processor, shall comply with the OPERATOR's data protection policies, in particular with those related to the processing and security of information, and their respective modifications.

18. Privacy Policy

In compliance with the Statutory Law 1581 of 2012 and its regulatory decrees, by means of the acceptance of this document, the USER authorizes the OPERATOR to process his/her personal data in accordance with the purposes and other conditions established in the OPERATOR's data processing policy(privacy policy), which can be found at the following link: _______________, which declares to know and accept. It should be noted that in the privacy policy, in addition to the purposes, are the rights of the USER regarding the processing of personal data and how to exercise them against the company.

In any case, additionally, the USER acknowledges and accepts that, each time the activity of a specific BUSINESS is executed for the joint provision of SERVICES to the CUSTOMERS, the APP may provide to the brands and CUSTOMERS, the information sent or provided by the USER, including without limitation, photos, comments, including the GPS positioning of the ZUBALERO's device, and other information that may be relevant and/or required and/or that has been collected during the development of the activity.

19. Address and applicable law

This document shall be governed in all its effects by its contents and in its absence by Colombian commercial law.

Any dispute or difference relating to these T&Cs and the PARTNERSHIP AGREEMENT shall be attempted to be resolved by the PARTIES by mutual agreement within five (5) business days from the date a party receives a notice of dispute ("Notice of Dispute"). 

If it is not possible to resolve the dispute within five (5) business days of receipt of the Notice of Dispute, either party may call for conciliation to be carried out by the Conciliation and Arbitration Center of the Chamber of Commerce of Bogotá D.C. 

In the event that the parties do not reach a conciliatory agreement about the controversies derived from the present T&C and with the PARTNERSHIP AGREEMENT, the same shall be subject to the decision of the judges of the Republic of Colombia in accordance with the applicable Colombian laws.

20. Authorization

The USER declares that the information provided is true and gives his express and irrevocable consent to the OPERATOR, to:

  1. Consult, at any time, in DataCrédito or in any other financial and credit information operator or in any other credit bureau, all relevant information to carry out credit risk studies in any of its stages and to carry out marketing campaigns and product offerings. 
  1. Report to DataCrédito or to any central and risk information, data on the compliance or non-compliance of the credit, commercial or service obligations of the USER, or of the legal duties of the USER of patrimonial content, and the location and contact data. The previous authorization includes the report of non-compliance with any of the USER's monetary or patrimonial obligations with the OPERATOR or the CUSTOMERS or CONSUMERS, including those related to the imposition of fines or sanctions or with the obligations to respond for the commercial value of the goods or values object of the activities.
  1. Provide DataCrédito or any other credit bureau with data related to the USER's credit applications, as well as other data related to the USER's commercial, financial and in general socioeconomic relationships that the USER has provided or that appear in public records, public databases or public documents.
  1. Request and obtain any type of information related to the ZUBALERO to make revisions on criminal, disciplinary, judicial or of any nature, in public or private databases.

21. Correct use of the APP

The USER commits to the correct use of the APPLICATION, according to what is established in the current applicable legislation and to what is contained in these T&C, refraining from any act that could go against the interests of third parties and the structure and operation of the APPLICATION and/or the OPERATOR.

As a condition of use of the APP, the USER agrees not to use the APP for any purpose that is prohibited by these T&Cs or Applicable Law. The USER is responsible for all of its activity in connection with the APP. In addition, you shall comply with all applicable local, national and international laws and regulations. By way of example, and not as a limitation, the USER shall not, and shall not permit any third party to use or upload, download, post, publish, submit or otherwise distribute or facilitate the distribution of content from or through the APP that: (i) infringes intellectual property, industrial or copyright rules, or violates a law or contractual right of a third party; (ii) is known to be false, misleading or inaccurate; (iii) is unlawful, harassing, defamatory, libelous, defamatory, deceptive, fraudulent, invasive of privacy, obscene, vulgar, pornographic, offensive, contains or depicts nudity, contains or depicts sexual activity, promotes bigotry, discrimination or violence, or is otherwise inappropriate as determined by OPERATOR in its sole discretion; (iv) constitutes unauthorized or unsolicited advertising, junk or bulk email ("spam") or constitutes advertising or marketing not authorized by OPERATOR in these T&Cs; (v) contains computer viruses or other computer code, files, worms, logic bombs or programs designed or intended to interrupt, damage, disable, limit or interfere with the proper working of any software, hardware or telecommunications equipment, or to damage or gain unauthorized access to any system, data, password or other information of the OPERATOR or any third party; (vi) include identity documents or confidential financial information of any person or (vii) violate the Data Processing Policy or any other policy or regulation included in this document or published in the PPP or by the OPERATOR at any time, or in general, the Colombian legal system or that of any other jurisdiction where the OPERATOR operates. The development of acts contrary to the above mentioned as an example, shall constitute an inadequate or inappropriate use of the PPP and shall constitute a breach of the PARTNERSHIP AGREEMENT.

USER shall also not (directly or indirectly): (i) do anything that imposes or may impose (as determined by OPERATOR in its sole discretion) an unreasonable or disproportionately large load on the infrastructure of the APP (or its third party providers); (ii) interfere or attempt to interfere with the proper functioning of the SERVICES or any activity conducted through the APP; (iii) circumvent measures that OPERATOR may use to prevent or restrict access to the APP (or other accounts, computer systems or networks connected to the APP); (iv) sell, trade or otherwise exploit the contents of the APPLICATION; (v) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive source code or underlying ideas or algorithms from any part of the APPLICATION (including, without limitation, any application or widget), except to the extent applicable laws specifically prohibit such restriction; or (v) do anything that violates OPERATOR's guidelines and policies.

22. Registration and Eligibility

In order for the USER to be able to use the APP, he/she must proceed to obtain the corresponding registration. By registering and accepting these T&Cs through the validation mechanism provided by the APPLICATION, the USER represents, warrants and undertakes to provide OPERATOR with correct, truthful and complete registration information (including, but not limited to, the USER's name, email address and password to be used to access the APP) and to keep the registration information accurate and up to date. Failure to do so will constitute a violation of these T&Cs, which may result in immediate termination of the USER's account. 

The USER must not and may not, among others: (i) provide false personal information to OPERATOR, including a false name and/or user ID or create an account for someone other than the USER himself or herself, without that person's permission; (ii) use a user name that is the name of another person with the intent to impersonate that person; (iii) use a user name that is subject to the rights of a third party without proper authorization; nor (iv) use a user name that is offensive, vulgar, obscene or unlawful.

The OPERATOR reserves the right to refuse registration of a user name or to cancel it at its sole discretion. The USER is solely responsible for the activity that takes place under his or her user account and shall be responsible for maintaining the confidentiality of his or her password. The USER shall never use the account of another user without the prior and express authorization of said user. The USER shall immediately notify the OPERATOR in writing of any unauthorized use of his or her account or any security breach related to another account of which he or she becomes aware.

The USER declares and warrants that he/she is a natural person, is of legal age to enter into a binding contract. The APPLICATION is not available to natural persons under eighteen (18) years of age. Consequently, the USER declares and guarantees that he/she has the minimum age required.

Derived from the nature of the activities that will be executed in the development of the COLLABORATION AGREEMENT, the USER also declares and guarantees that he/she does not suffer from any type of illness or physical limitation that may put at risk the safety of the USER or third parties. Therefore, he/she declares and guarantees that he/she does not suffer or suffer, without this meaning any limitation: organic heart disease, epilepsy, meniere's syndrome, vertigo, Parkinson, psychopathy, hysteria, dementia, addictions to psychotropic drugs, or infectious diseases that are contagious through the air or by droplets.

In case of breach of the above statement, and of any other made in these T&C, the OPERATOR may terminate immediately, unilaterally and without any indemnity or compensation of any kind in favor of the USER, the PARTNERSHIP AGREEMENT and may cancel the ZUBALERO's user account.

Once registered, the USER authorizes the APP to send him/her notifications, information, news, etc. related to the APPLICATION. In any case, the OPERATOR may, at its sole discretion, refuse to allow the use of the APPLICATION to any person or entity and change its eligibility criteria at any time.

23. Contact

If the USER needs to contact the OPERATOR, he/she can do it by e-mail to the following address: holacolombia@zubale.com, or by phone +57 4431 0508. Messages will be answered as soon as possible.

24. Acceptance of the T&Cs

By clicking on "accept" these T&C, the USER declares his/her willingness to enter into the PARTNERSHIP AGREEMENT and is bound to it, at the time of completing the registration process of the APP. The click will be equivalent to the USER's electronic signature.