TERMS AND CONDITIONS PLATFORM

Last update March 12. 2024

General Information

Please read carefully the following Terms and Conditions of Use (hereinafter, jointly and instinctively, the “Terms”) of the platform accessible through the following link: https://app.chaindots.com/ (hereinafter, the “Platform”), exclusively owned by Connecting LLC. (hereinafter, “Chaindots”). 

The use of the Platform and its contents, products, and results entails full and unreserved acceptance of all of the provisions as set forth by the Terms available at the time the authorized user accesses the site. 

Since the Terms shall be modified at any time by Chaindots, it is recommended that the user carefully reads them each time they intend to use the Platform in order to be informed of new changes. New versions of the Terms will enter into force from the moment they become available in the Platform. The lack of explicit notice or refusal does not waive the obligation of the Authorized User of complying with the updated Terms.

Notwithstanding the foregoing, Chaindots will use reasonable efforts to notify the Authorized User of any significant updates to the Terms by appropriate means, such as notices on the website, emails or other communication channels it may deem appropriate.

1. Definitions

Unless the context requires otherwise, the singular includes the plural and vice versa; a reference to a gender includes all genders; words denoting persons include a natural person, corporation or unincorporated body (whether it has separate legal status or not); a reference to a “company” includes any company, corporation and/or corporate body, wherever and however it may be incorporated or established; and a reference to a “party” includes the personal representatives, successors and assignees of such party; and any words following “includes”, “including”, “in particular” or any similar words and expressions shall be interpreted for illustrative purposes only and shall not limit the meaning of any word, phrase, term, definition or description preceding such words.

Authorized User: any employee, agent, contractor or representative of the Organization authorized by the Organization and/or Participating Entity to access and use the Services, using their own unique identifier provided by Chaindots.

Confidential Information: Refers to the information that is owned by one party and is disclosed by that party to the other party in connection with the Services.

Intellectual Property: all patents, copyrights (including future copyrights), design rights, trademarks, service marks, domain names, trade secrets, know-how, database rights, and all other intellectual property rights, whether registered or unregistered, including applications for any of the foregoing and all rights of a similar nature that may exist anywhere in the world.

Materials: all written documentation and content; verbal, electronic and any other information; databases; the Software; the designs, drawings, photographs or other images (whether fixed or dynamic); the Site; the sounds; or any other record of any information in any format owned by Chaindots, but, for the avoidance of doubt. For the record, this does not include Organizational Data or Participant Data.

Organization: entity that has entered into an agreement with the purpose of engaging the Services through a subscription agreement to view and manage information from suppliers and other Participating Entities in connection with its risk management procedures.

Organization’s Data: any information or data that the Organization shares with the Participants through the Services, including Profiles and answers to questions (as it may deem applicable).

Participating Entity / Participants: suppliers and/or customers of the Organization that use the Services to provide information to the Organization.

Participating Entity’s Data: any information or data shared with the Organization by Participants on or through the Platform.

Platform: Chaindots’ data management and administration software, which Chaindots makes available to the Organizations and Participating Entities as part of the Services.

Services: services offered by Chaindots for risk management, including the Platform.

Site: Chaindots’ website, which you may access through the following link: https://app.chaindots.com/

Software: Chaindots’ intellectual property and copyright data management and administration software.

Working days: Refers to any day that is not a Saturday, Sunday, or a public holiday in the USA, in which banks are physically open and develop general banking operations in the USA.

2. Purpose of the Platform

2.1 The Platform is a tool provided by Chaindots to its clients (hereinafter, the “Organization”) and, as the case may be, to the clients and/or vendors of the Organization as part of the Services offered by Chaindots for risk management. It is the exclusive responsibility of the Organization and the Participating Entities to verify the accuracy of the information and ensure that they manage their own risks appropriately and in accordance with all applicable laws and good practices.

The Organization acknowledges that Chaindots is always looking for new ways to improve the Services and add features, and agrees to Chaindots changing the Services when it may deem it appropriate, provided that such changes do not fundamentally change the nature of the Services.

3. Organization and Participating Entity Condition.

3.1 Each Organization will have the number of accesses as agreed upon with Chaindots in the corresponding Subscription Agreement. 

3.2 Each Participating Entity will have a maximum of 10 accesses. 

3.3 Each Organization and Participating Entity to whom accesses have been granted will be fully and unlimitedly responsible for the activity of the Authorized Users dependent on them and for all the damages that they could cause to Chaindots, other Organizations or their Participating Entities, and/or any other third party.

4. Platform Access Conditions.

4.1 The use of the Platform will only be possible through the access granted by Chaindots, which is personal and non-transferable. The recipient of the access must ensure access from a secure connection and device, considering all  appropriate security measures.

4.2 The Organization and Participating Entities will keep their password confidential, and every other access data restricted only to the staff members who need to know them, and will ensure that all members of the staff are aware of the confidential nature of such information and treat it accordingly. The Organization will immediately notify Chaindots if it believes that such information has ceased to be kept confidential. The Organization and Participating Entities will not allow any person to access the Services for unauthorized purposes.The Organization and Participating Entities are solely and fully responsible for all the activities carried out using their authentication credentials, including those carried out with unauthorized purposes. The use of the Services for unauthorized purposes will constitute a breach of these Terms, for which the Organization and/or Participating Entities will remain fully responsible.

4.3 The access granted by Chaindots is personal and non-transferable. Therefore, Authorized Users’ accounts may not be shared among individuals, and the person who receives them agrees not to give their access credentials to third parties.

4.4 The Organization will take all reasonable measures to ensure that only Authorized Users access the Services.

5. Platform Usage.

5.1 Every Authorized User agrees to use the Platform following good business practices, applicable customs and the public order, and not to cause any harm to Chaindots, or any other Authorized User, Organization, Participating Entity, and/or third party.

5.2 Moreover, the Authorized Users, the Organizations and the Participating Entities will refrain from using the Platform, its content, and/or any of its products for illegal purposes or effects as prohibited in these Terms and/or in technical or legal standards, harmful to the rights and interests of Chaindots, other Organizations, Authorized Users, and/or third parties, or that may in any way damage, disable, overload, deteriorate, or prevent the normal use of the Platform, its products, and/or content, as well as any computer equipment of Chaindots, other Organizations, Participating Entities, Authorized Users, and/or third parties. 

5.3 The Organization and Participating Entities will not -and will ensure that their Authorized Users do not do it as well-: (i) use the Services, Materials, or Participant Data in a way that discredits Chaindots or any other parties; use the Services, Materials, or Participant Data in an illegal, harmful, threatening, abusive, harassing, deceptive, indecent, obscene, defamatory, or threatening manner; (iii) use the Services, Materials, or Participant Data in a way that infringes the intellectual property, property, or personal rights of third parties, including data owners; (iv) misuse the Site or Software by introducing viruses, trojans, worms, logic bombs, or other technologically harmful material; (v) attempt to gain unauthorized access to the Site, Software, or Services, the server on which the Site, Software, or Services are stored, or any server, computer, or database connected to the Site, Software, or Services; (vi) attack the Site, Software, or Services through a denial-of-service attack or a malicious or distributed denial-of-service attack; (vii) access the Software, Services, or Site to create a product or service that competes with the Software, Site, or Services; and/or (viii) use the Services, Materials, or Participant Data, or disclose them to third parties, except as expressly authorized by Chaindots or as permitted under these Terms. 

5.4 The Authorized User, the Organization, and the Participating Entities shall refrain from: (i) Interacting with the Platform through scripts or any other unauthorized tool; (ii)  Performing any reverse engineering action on the code and functionality; (iii) Making partial or total reproduction of the code that runs on the User’s side; and (iv) Attempting to access information that does not belong to their user or company in an unauthorized or improper manner. 

5.5 Unless otherwise indicated, the information contained in the Platform will be considered private and confidential. It is expressly prohibited to replicate the information contained in the Platform without  prior express authorization of Chaindots.

6. Obligations of Authorized Users, Organization, Participating Entities, and Removal of Authorized Users.

6.1 The Authorized User, the Organization, and the Participating Entities agrees to: (i) not damage, disable, or deteriorate the computer systems that support the Platform, nor the content incorporated and/or stored in them; (ii) not modify the aforementioned systems in any way and, consequently, not use modified system versions in order to gain unauthorized access to any content and/or products of the Platform; (iii) not interfere with or interrupt the access and use of the Platform, servers or connected networks, nor violate the requirements, procedures, and regulations of the network connection policy.

6.2 Chaindots may act, by any means it may deem appropriate, against any use of the Platform by the Organization, Participating Entities, Authorized Users, and/or third parties that opposes to these Terms, infringes or violates intellectual property rights, as well as any other right of Chaindots, the Organization, Participating Entities, and/or third parties. 

6.3 Chaindots has the right to modify, at any time and without prior notice, the presentation, configuration, content, and services of the Platform, being able to interrupt, deactivate, and/or cancel any of the content and/or products presented, integrated, or incorporated into it, without expression of cause and without liability, for as long as it deems necessary.

7. Intellectual Property

7.1  All trademarks, trade names, or distinctive signs of any kind that may appear on this website are the property of Chaindots or third parties, without implying that the use or access to the Platform grants any rights to the Authorized User over said trademarks, trade names, or distinctive signs of any kind.

7.2 The Organization, Participating Entities and Authorized Users agree that the Platform is the exclusive intellectual property of Chaindots. 

7.3 The Organization and Participating Entities agrees that Chaindots collects through the Platform, and grants to Chaindots a worldwide, non-exclusive, royalty-free license (with the right to sublicense) to use, the following data for the corresponding purposes: (i) Analysis: subject to these Terms, Chaindots may analyze and process the data of the Organization and Participating Entities (including profile content and responses to questions) in order to distill behaviors, trends, and patterns (“Analysis”), as well as the results and teachings of such analysis. Chaindots uses these analyses to improve risk assessments offered to buyers as part of the Services; to indicate possible areas for improvement in risk mitigation practices; to develop and improve the Platform, and to compile anonymous, pseudonymous, or aggregated statistical reports and research; and (ii) System use: Chaindots may analyze the login metadata of Authorized Users (including IP address, simultaneous logins, and similar indicators) for security purposes to monitor Authorized Users’ compliance with the obligations contained in these Terms.

7.4 The Organization and Participating Entities, on their own behalf and on behalf of their Authorized Users, assign to Chaindots all Intellectual Property rights in all suggestions or feedback given by any means to Chaindots with regards to the Platform. 

7.5 If the Organization and/or the Participating Entity were to become aware that another person, business, or company claims that the Intellectual Property of the Platform is not valid or that the use of such Intellectual Property violates the intellectual property rights of third parties, they will communicate this to Chaindots as soon as possible in writing and will not make any comments to any third party in this regard.

7.6 Chaindots will handle every proceeding related to the intellectual property of the Platform and will decide, at its sole discretion, what measures shall  be taken in relation to any matter arising under this clause, and which action shall be brought in the event of any claim filed by a third party with regards to any infraction regarding Intellectual Property matters. Such actions may include: (i) obtaining usage rights for the allegedly violating part of the Platform; (ii) replacing the allegedly violating part of the Services with a non-violating alternative, or (iii) modifying the allegedly violating part of the Platform to make it non-violating.

8. Confidentiality

8.1 Chaindots, the Organization, and the Participating Entity may have access to Confidential Information of other parties to fulfill their obligations under these Terms. 

The Confidential Information includes all information, of a technical, commercial, industrial, financial or any other nature that is provided, exchanged and/or developed by the Organization and/or the Participating Entities, whether tangible, intangible, electronic, present or future, that is not publicly known, including but not limited to: (i) information, procedures and data obtained and/or developed by the Organization and/or the Participating Entities (including the one obtained prior to the date of acceptance of these Terms); (ii) financial and/or pricing structure information; (iii) user’s or customer’s information, product or service’s development plans; (iv) business and accounting methods; (v) technical information, software development information, hardware, APIs, designs, procedures, algorithms and/or know how, including operating systems, applications and programming lists; (vi) production methods, processes, technology and trade secrets; and (vii) every other similar and related information, in any form.

The Confidential Information of one part will not include the information that: (i) has been published, or is now or becomes in the future of public domain, without any third party violating the present Terms; (ii) prior to any disclosure that may occur in the event of the Services, was already in the legitimate possession of Chaindots; (iii) following the disclosure in the event of the Services, the information is lawfully received from a third party with rights to the information, without restriction on the rights of that third party or the Chaindots to disclose the information, and without notice of restrictions on further disclosure; or (iv) it is independently developed by Chaindots by persons who have not had, directly or indirectly, access to or knowledge of such Confidential Information; (v) its disclosure and/or revelation is required to Chaindots by application of current legislation, decree, order of competent judicial and/or governmental authority, in the terms and to the extent required, and in compliance with the provisions of these Terms.

8.2 Chaindots, the Organization and the Participating Entities will keep the Confidential Information of the other parties confidential and, unless required by law, shall not disclose the Confidential Information of the other parties to any third party or use the Confidential Information of the other parties for any purpose other than the one set forth in these Terms.

8.3 Chaindots, the Organization and the Participating Entities will take all reasonable measures to ensure that their Confidential Information to which they have access is not disclosed or distributed by its personnel in violation of these Terms.

8.4 Chaindots commits to keep confidential the Confidential Information disclosed by the Authorized Users and not to use it for any purpose other than the provision of the requested products and services.

8.5 Chaindots, the Organization and the Participating Entities will not use the trademarks of the other parties or make any public announcement regarding their exchange of information or the provision of products and services without their prior written consent. Chaindots may use the name and sign of the Organization for the limited purpose of identification within the Platform. 

8.6 The present clause No. 8 will remain in force unless the parties agree otherwise in writing.

9. Responsibility for the Platform Content.

9.1 The party -whether it is the Organization, the Participating Entities or any Authorized User- that discloses the information published on the Platform is the sole responsible for its truthfulness and completeness, and is in charge of keeping it updated. In this regard, Chaindots is not responsible for the truthfulness, accuracy or reliability of the information disclosed by the Organization, the Participating Entities or any Authorized User on which Chaindots elaborates its products.

9.2 The Organization, Participating Entities, and Authorized Users release Chaindots from any liability for any damage of any nature that may arise due to the lack of availability or continuity of the operation of the Platform, products, or content, particularly, though not exclusively, due to the failure in accessing the Platform.

9.3 It is established that the information provided by Chaindots through its products is only indicative information for the Organizations, and that the Organizations are the sole responsibles for the commercial decisions they may make based on the information resulting from the Platform and its products. In this regard, the responsibility for all the business decisions made based on the information resulting from the Platform and its products will be the exclusive responsibility of the Organizations. The Organization acknowledges that Chaindots does not engage in business decisions and, therefore, will not be held responsible for any outcome arising from an Organization’s decision.

10. Links to Third-Party Sites or Portals.

10.1 The Platform may contain technical linking devices (such as links, banners and buttons) that allow access to websites owned by third parties, for the sole purpose of facilitating Authorized Users the research and access to other sites and/or content available on the Internet. 

10.2 Links to other websites, services, or content do not imply, in any way, Chaindots’ approval of the information they may disclose. Therefore, Chaindots does not assume any contractual, legal, or any other kind of responsibility that could arise, for example, due to the accuracy and use of the linked services and/or content

11. Warranties 

11.1 Every party will comply with all applicable laws and regulations which they are subject to, in connection with: in the case of Chaindots, the operation of Chaindots’ activity regarding the Services; and in the case of the Organization, the Organization’s Data and the Organization’s use of the Services.

11.2 Chaindots will make reasonable efforts, consistent with applicable industry standards, in order to maintain the Services so that mistakes and interruptions are minimized, and will provide the Services in a professional and diligent manner. The Services may become temporarily unavailable due to scheduled maintenance or unscheduled emergency maintenance, whether by Chaindots or third party vendors, or due to other causes beyond Chaindots’ reasonable control, but Chaindots will make reasonable efforts to provide written notice in advance, by a reliable mean, of any scheduled interruption of the Services. HOWEVER, CHAINDOTS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES CHAINDOTS WARRANT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES. UNLESS EXPLICITLY STATED IN THIS SECTION, THE SERVICES ARE PROVIDED “AS SUCH”, AND CHAINDOTS DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND OF NON-INFRINGEMENT.

12. Duration and Termination.

12.1 The Platform, its products and contents have an undetermined life. Notwithstanding the foregoing, they may be suspended temporarily or permanently, totally or partially, as established in the provisions set forth in clause 6.3. of these Terms when it understands that the conditions for its continuity are not given.

13. Personal Data Protection

13.1 The personal data that may be disclosed in the context of using the Platform will be processed in accordance with the provisions set forth in Law No. 18,331, sanctioned on August 11th, 2008, and its regulatory decree No. 414/2009, sanctioned on August 31st, 2009. 

13.2 Chaindots may use cookies when using the Platform. However, the Authorized User may customize its browser in order to be notified of the receipt of cookies and prevent, if deemed appropriate, their installation on the hard drive.

14. Withdrawal and Suspension of Services.

14.1 Chaindots may withdraw or suspend, at any time and without prior notice, the access of Organizations, Participant Entities, and Authorized Users to the Platform and the products provided therein for those Organizations and Participant Entities whose Authorized Users violate the provisions of these Terms.

15. Applicable Law and Competent Jurisdiction.

15.1 These Terms and Conditions shall be subject to and interpreted in accordance with the laws of Delaware State, USA. Likewise, any dispute arising from the application and interpretation of these Terms and Conditions shall be subject to the jurisdiction of the ordinary judges and courts of the State of Delaware, USA.

15.2 If any provision or partial provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the provision or partial provision in question shall be deemed deleted. Any modification or deletion of a provision or partial provision under this clause shall not affect the effectiveness and enforceability of the remaining ones.

16. Reporting proceeding.

16.1 In case the content is incorrect, incomplete, obsolete, or violates Intellectual Property rights, or in the event of any other de facto or de jure irregular situation, the Authorized User may contact us via e-mail through the following address: support@chaindots.com.

17. Contact Us

17.1 In the event you may have any complaint, suggestion or collaboration proposal, please contact us via e-mail through the following address: support@chaindots.com.