PLEASE READ CAREFULLY THE TERMS AND CONDITIONS OF THIS DOCUMENT BEFORE USING THIS APPLICATION.
PRIMARY AND PRIOR WARNING: IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE THE NEARWAY® APPLICATION. YOUR USE OF ANY PART OF THE APP INDICATES YOUR ACCEPTANCE OF THESE TERMS.
A. BY THIS CONTRACT NEARWAY S.P.A. GRANTS TO THE USER, WHO HAS DOWNLOADED THE NEARWAY® APPLICATION ON DEVICES, A NON-EXCLUSIVE, PERSONAL, NON-TRANSFERABLE AND TEMPORARY LICENSE TO USE THE SAME.
B. THE USE OF THIS APPLICATION WILL ONLY BE POSSIBLE IF YOU HAVE A USERNAME AND PASSWORD PROVIDED BY YOUR COMPANY.
C. THE CONDITIONS OF USE OF THE APPLICATION ARE THOSE INDICATED BELOW, WHICH THE USER DECLARES TO KNOW AND ACCEPT.
CLAUSE 1. PARTIES.
This non-exclusive, personal, non-transferable license agreement between NEARWAY S.P.A., Rut Nº 76.361.828-5, a company incorporated in the Republic of Chile under its corporate laws, hereinafter referred to interchangeably as the Provider or NEARWAY®, on the one hand, and You, hereinafter referred to interchangeably as the User, on the other hand, whereas the Customer is the company that has given You a user name and password to use the service. The Customer is any person, natural or legal, who has acquired a license to use the NEARWAY® application, also referred to as the Application, pursuant to an express or implied agreement with the Provider and has authorized you to use the NEARWAY® application, also referred to as the Application.
CLAUSE 2. PURPOSE.
This agreement sets forth the terms of licensing, installation and use of the NEARWAY® application, hereinafter referred to as the Application, which is the exclusive property of NEARWAY S.P.A., which the User acknowledges, accepts and agrees to protect. The license under this agreement is granted exclusively for the use of the Customer and the users determined by the Customer.
CLAUSE 3. LICENSE OF USE.
Once you obtain Customer’s credentials, NEARWAY® grants you a limited, monthly application license for Customer’s exclusive use of the accompanying NEARWAY® application on its devices, subject to the terms and conditions set forth in this Agreement. The license shall automatically renew unless otherwise terminated by notice from Provider or upon Customer’s default or termination.
The license permits only the use of NEARWAY® for the purposes for which it is designed and has been offered to the Customer, within the development of commercial or industrial activities. In no case the Customer or the User may use this software or any of its elements or its subsystems or base codes for the construction, design or operation of other software. Nor may it be resold or marketed or transferred for any purpose, even free of charge, to third parties.
You are not permitted to use the Application in any manner not expressly authorized by this License.
NEARWAY® is licensed for use on a Customer’s device, meaning: your computer or computer with Windows operating system and a mobile phone with Android and/or iOS operating systems. The software is designed to operate and be used for its intended purpose only on such systems and on only one device of the Customer for each license granted. Provider does not offer and shall not be responsible for its operation on any other devices or devices that do not have such systems properly updated or that have software installed that does not allow such operation, or on older versions of Android and iOS operating systems not recommended or discontinued by NEARWAY®.
Customer may reproduce and use only one (1) copy of NEARWAY®, per computer or mobile device.
CLAUSE 4. OWNERSHIP.
The NEARWAY® application or software is the exclusive property of NEARWAY®, and is protected by intellectual property laws, international treaties and any applicable laws. The NEARWAY® trademark is the property of Supplier.
The Client and the User declare that they do not have any right, authorship or title to the Application and agree not to allow its use by third parties.
CLAUSE 5. GENERAL PROVISIONS.
(a) Customer and User shall not use or alter the Application for any purpose whatsoever, or use the Application for any purpose other than that stated above, without NEARWAY®’s prior written consent, which may be withheld for any reason.
(b) Modification, tampering or alteration in engineering or compilation or disassembly of NEARWAY® is expressly prohibited.
(c) The improper or unlawful use, such as reproduction, distribution and any kind of commercialization, such as rental, sale or transfer in any way, even free of charge, is strictly prohibited. Your infringement entitles NEARWAY®, as author and owner of your rights, to suspend the service and invalidate this license at its sole discretion, at any time, with one day’s notice, without any right to claim or compensation, and to exercise the corresponding legal actions in accordance with the law.
(d) The use of NEARWAY® is personal, and the Customer and the User are strictly prohibited from permitting the use of NEARWAY® by third parties or the transfer, reproduction or other form of reproduction or use of NEARWAY® to third parties.
(e) Customer and User are prohibited from decompiling, disassembling, analyzing or converting NEARWAY®, without express written permission from NEARWAY®. Customer and User agree to strictly comply with these instructions for proper use of the Application.
TERMINATION AND SUSPENSION OF SERVICE, MODIFICATION and UPDATING OF VERSIONS.
The license agreement for the User shall last for as long as the Customer so provides or in the event that the Customer breaches its obligations to NEARWAY®. Provider shall have no liability for Customer’s decision to grant, deny and/or suspend access to the platform.
The Provider may suspend the service for up to 24 hours within a month, continuously or discontinuously, whether for the purpose of upgrading, maintenance, patching, repairing the Application or otherwise. These scheduled suspensions will be notified to the Client by the Provider at least 2 days in advance.
NEARWAY® may modify or reinstall the Application under the terms and conditions included in this contract, replacing it with updated versions; eliminating, adding or modifying functionalities of the same, communicating it to the customer.
CLAUSE 7. EXCLUSION OF LIABILITY.
NEARWAY® shall not be liable for the loss of data or information stored permanently or temporarily on the devices that the Customer or the User operates the Application. Exclusion of liability is excluded for loss or damage to any other element of the device, whether hardware or software or stored.
NEARWAY® will not be liable for any Internet or mobile network connection problems that may occur due to or during the use of the Application; nor will it be liable in case the companies that own the indicated operating systems (Windows, Android and iOS) make changes to them that may affect the normal operation of the application. Notwithstanding the foregoing,
NEARWAY® will make every effort to update the available versions of NEARWAY® as soon as possible.
NEARWAY® is not responsible for the content that Customers and Users generate on the Application.
In any case the liability of the Supplier shall extend only to direct damages and up to an amount not exceeding the amount of a monthly license fee, whatever the damages suffered by the Customer.
CLAUSE 8: SERVICE FAILURES.
NEARWAY® is obliged to have a protocol for maintenance, control and repair of eventual failures in the Application that may affect the use for the Customers, and are attributable to the former.
NEARWAY® is obliged to repair malfunctions as soon as possible.
CLAUSE 9. INTEGRAL CONTRACT.
This license agreement constitutes the governing obligations and rights between the User and NEARWAY, and supersedes any prior or contemporaneous agreements between the parties.
CLAUSE 10. DISCLAIMER OF WARRANTY.
You agree that your use of the NEARWAY® service shall be at your sole risk and responsibility. NEARWAY®, its directors, employees and agents, disclaim all warranties, express or implied, in connection with the service and the use thereof. NEARWAY® makes no warranties or representations as to the accuracy or completeness of the content of this service and assumes no liability for
(i) any errors or inaccuracies in the content,
(ii) personal injury or property damage, of any nature, resulting from your consensual access to our service,
(iii) any interruption or cessation of transmission from our service,
(iv) any bugs, viruses, Trojan horses or the like that may be transmitted through our service through the actions of third parties and/or
(v) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any published content transmitted or made available through the service.
CLAUSE 11. LIMITATION OF LIABILITY.
In no event shall NEARWAY®, its directors, employees or agents, be liable for any direct, incidental, punitive or indirect damages resulting from any:
(i) errors or inaccuracies of content,
(ii) injury or damage to personal property, of any nature, resulting from your access to and use of our service,
(iii) any interruption or cessation of transmission from our servers,
(iv) any bugs, viruses, Trojan horses or the like that may be transmitted through our service by a third party.
You acknowledge that NEARWAY® shall not be a party to or responsible for any transactions or agreements between you and any third party, such as the purchase of a product or service, or any information you provide to a third party or that a third party provides to you through our service, you should use your best judgment and exercise caution when providing personal information to third parties. (v) you acknowledge that NEARWAY® is not responsible for user communications with other users or for defamation or offense that a user may receive from another user and that the risk of harm or damage from the foregoing does not involve NEARWAY®.
CLAUSE 12. INDEMNIFICATION
You agree to defend, indemnify and hold harmless NEARWAY®, its parent company, officers, directors, employees and agents, from and against any claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including, but not limited to attorneys’ fees) arising out of:
(i) your use of and access to the NEARWAY® service,
(ii) your violation of any term of these terms and conditions of service;
(iii) your violation of any third party rights, including privacy rights; or
(iv) any claim that one of your postings caused damage to a third party. This defense and indemnification obligation shall survive these terms and conditions of service.
CLAUSE 13. ABILITY TO ACCEPT THE TERMS OF SERVICE.
By using this service, you affirm that you are at least 18 years of age and are fully able and competent to understand the conditions, obligations, representations, statements and warranties set forth in these terms and conditions, and to accept and comply with these terms and conditions of service.
CLAUSE 14. ALLOCATION.
These terms and conditions of service, rights and obligations granted herein, may not be transferred or assigned by you to others.