Through the acceptance of these terms and conditions, MyChoice2Pay SL (hereinafter MC2P) grants a license to use the software it has developed for payments management through various gateways (hereinafter the Software), in accordance with the conditions provided in its provisions.
Please read all provisions carefully before accepting them. Once you accept these conditions, you will be bound by them in all its extremes.
MC2P will file the electronic document that is generated with the effective date and time of the contract.
MC2P will inform of any modifications of these provisions for prior acceptance, as stated in section V.
MC2P will keep the terms and conditions' latest version visible and accessible on the Web at all times and will send this document by email to the address confirmed in the registry process, no later than 24 hours after its acceptance.
We will refer to you hereinafter, as the Client.
I. GENERAL INFORMATION OF MC2P
MC2P, CIF B-87786893, is an entity registered in the “Registro Comercial de Madrid”, Inscription 1, Sheet M-641931, Folio 81, Volume 35722. Its registered office is at Paseo de los Melancólicos 9, 3ºA, 28005, Madrid, telephone number 911124440 and contact email firstname.lastname@example.org.
II. Intellectual Property
MC2P owns all exploitation rights, including specifically the rights of reproduction, modification, distribution and transformation, by any means currently known or arising in the future, of the Software.
The Software includes both its source code, its object code, documentation related to it, its appearance, structure and organization. It is also protected by copyright laws of Spain and the European Union, and by the agreements and international treaties signed by Spain.
III. FUNCTIONALITIES OF THE SOFTWARE
- Connection with several payment gateways to carry them out
- Payment and subscription management
- Payment method management
- Order creation and payment link generation
IV. NATURE OF THE LICENSE AND CONTENT
During the term of this Agreement, MC2P grants the Client the use of the described Software, said license is understood as a worldwide license, non-transferable and of a non-exclusive nature to allow the authorized persons by the Client or on their behalf (being these employees of the Client, agents or contractors) access and use Software.
With access to the Software, the Client will enjoy various additional services (hereinafter "the Services") consisting of:
- Visualization of statistics based on sales and transactions.
V. DURATION OF THE LICENSE AND NEW VERSIONS
The license and the Services are granted for an indeterminate period of time starting with the acceptance of these terms and conditions.
Updates and new versions of the license will be notified to the Client with express mention of the changes made both on the Software and on the conditions of this agreement. The conditions of acceptance of the license will be indicated in said modifications.
VI. FORM OF ACCESS
The Client can access to the Services and to the use of the Software through a username and password on the website: www.mychoice2pay.com.
The Client shall be solely responsible for obtaining and maintaining the appropriate equipment and ancillary services necessary to connect, access or use the Software and Services, including, without limitation, computers, operating systems and web browsers.
The Client shall make sure that the equipment complies with all the configurations and specifications established in the documentation or information sent by the MC2P.
VII. LIMITATIONS ESTABLISHED BY THE LICENSE
It is expressly forbidden for the Client, either directly or indirectly, (i) to reverse engineer the Software, decompile, disassemble or try to discover the source code or underlying structure, ideas or algorithms of the services or any software, documentation or data related or provided with the Services, (ii) modify, translate or create derivative works based on the Software or the Services, adapt, correct errors, lease or make copies (except for archival purposes), rent, distribute, lease in partial or total form, transmit the right to use, disclose, publish, etc. the Software or Services, (iii) use or access to the Software and / or Services to create or support and / or assist a third party in the construction or support of competitive products or services for MC2P. The Client must use the Services and the Software only for their own internal business operations, and not for third-party operations. In everything that has not been expressly regulated in this contract, the parties refer to what is established by the Intellectual Property legislation.
The Client shall not, knowingly or intentionally, use the Software and / or the Services in any way that may damage, disable, overload, deteriorate or interfere with their supply by MC2P.
The Client will be responsible of maintaining the security of the equipment and the access passwords, MC2P is committed to doing everything possible to prevent unauthorized third parties from accessing the Software and / or the Services. The Client will be responsible of all acts and omissions of its users. In any case, the Client must notify MC2P immediately of any irregularity detected in the use of their account.
The Client declares and warrants that it will use the Software and Services only in accordance with the use policies communicated by MC2P (these policies may be amended, upon written notification to the Client) and all applicable Laws and regulations, including those related to privacy, data protection, intellectual property and consumption, among others.
VIII. WARRANTY AND LIMITATION OF LIABILITY
Guarantees and exclusion of guarantees: The Client takes over all liability arising from the use or misuse of the Software and the Services before third parties, expressly exonerating MC2P from any liability arising from the use or misuse of it. Except for the express warranties established by Spanish legislation, the product is supplied 'as is', without any other guarantee, explicit or implicit, including, but not limited to, the marketability guarantees, of satisfactory quality, suitability for a certain purpose, accuracy, enjoyment and non-infringement of rights of third parties, all in relation to the Software licensed and the provision of the Services. The choice of the appropriate program for the desired results, as well as its installation, use and results are the Client's responsibility. No information, or verbal or written advice provided by MC2P or by a representative thereof, shall constitute any guarantee.
The Client must notify MC2P of any deficiency or incident in order to receive the appropriate solution.
The status of the Software and the Services will be reviewed monthly by the Client and MC2P to verify its proper functioning.
Occasionally, MC2P's technical or support staff (or its 100% Subsidiaries) may access the Client's account, in order to provide maintenance or improve the Software or Services, as well as to provide help to solve technical or billing problems.
For breach of the legal guarantees to which MC2P is obliged, the only solution of the Client will be the repetition of the deficient Services. The re-execution of such services will be the responsibility of MC2P. Only in the event that MC2P can not provide such services again, the Client shall be entitled to recover the remuneration paid to MC2P for those deficient Services. The above refund will be the entire responsibility of MC2P to the Client.
The Software and Services may be temporarily out of service for scheduled maintenance or for unscheduled emergency maintenance, or due to causes beyond the reasonable control of MC2P. However, MC2P will make all reasonable efforts to notify in advance in writing or by email of any scheduled maintenance.
Disclaimer. Within the legal limits established by Spanish law´s imperative norms, MC2P will not be liable in any event for personal injuries, loss of profits or other damages, including, but not limited to, damages for loss of profits or of data, the interruption of business activities or any other type of damages or commercial losses resulting from or related to the use or misuse of the licensed Software, regardless of the cause and regardless of whether it responds to contractual liability, extra-contractual liability or unlawful acts, despite the fact that MC2P had been informed of the possibility of these damages. MC2P expressly disclaims any liability that exceeds these limitations.
IX. ASSIGNMENT OR TRANSFER OF THE LICENSE
The Client is committed not to cede any partial or total use of the Software, nor to transfer in any way the rights they have over it under this agreement, as well as not to disclose it, publish it or make it available to other people except for authorized employees of their company.
X. PRICE AND PAYMENT
The price of the contracted Services and Software are established based on the monthly sales made through the Software.
Those prices will be updated at all times on the page www.mychoice2pay.com and in the Client´s account. Please, check the purchase prices before accepting these terms and conditions and/or their modifications.
Monthly sales made will be invoiced at the end of the calendar month in which they were generated.
Payments will be made within the periods indicated on the invoice and by the means defined therein.
All taxes will be added to the price of the contracted services.
Invoices pending payment, which are not subject to a written agreement or in a good faith negotiation between the parties, will be subject to a charge of 4% monthly interest on the outstanding amount, or the maximum allowed by the Law (the highest between the two options) plus all reasonable expenses incurred by MC2P to obtain the payment.
XI. TERMINATION AND RESOLUTION
This agreement will be terminated due to the general causes established in the applicable legislation and, in particular, MC2P reserves the right to terminate it automatically and without prior notice in case of breach by the Client of any terms and conditions included in the agreement.
The Client may also communicate his decision to resolve this agreement in writing, by means of which he can prove its reception, at least 45 days prior to the date of effective resolution.
XI. EFFECTS OF TERMINATION
At the time of effective termination of this agreement, MC2P will cancel and revoke the access permissions to the Software and the use of the Services by the Client.
The termination of this agreement, as well as its early termination for any reason, will not exempt the Client from its obligation to pay the amounts already accrued in favor of MC2P until the same moment of its effective extinction.
Once the validity of the present agreement ends, MC2P will provide, during the ninety (90) days following the effective date of termination, the Client´s data file at its request. Once the aforementioned period has elapsed without there being a request for delivery by the Client of said file, MC2P reserves the right to destroy the data without further communication to the Client. In such event, MC2P will decline any future request for information from the Client regarding the period in which the provision of the Services and the use of the Software took place.
MC2P may retain Client Data (information or material originated by the Client as well as any information or data or material that the Client sends or collects in the course of using the Software and the Services) if necessary for legal reasons.
The sections of the present agreement that by its nature should survive the termination or early termination thereof, will continue in force for a period of three (3) years after the effective termination. In the previous case there are, without limitation, sections II, VII, VIII, of this agreement.
XII. UNFORESEEN CIRCUMSTANCES AND FORCE MAJEURE
Neither party will be responsible for the breach, delay or impossibility of rendering access to the Software and the Services if these events were caused by issues of force majeure or fortuitous event, understood as such: those phenomena of nature or acts of persons, alien to the will of any of the parties and that occur without negligence on their part, which are insurmountable, unforeseeable, or that even foreseeing them cannot be avoided, which prevent the affected party from carrying out their obligations in accordance with this contract.
Each party will make all reasonable efforts to mitigate the effect of a force majeure or fortuitous event. If the event lasts for more than twenty (20) days, either party may cancel services not rendered by written notice.
This clause does not exempt any party from its obligation to take reasonable measures to follow its normal disaster recovery procedures or the Client's obligation to pay for services rendered.
MC2P will keep confidentiality of the information provided by the Client in or for the execution of this agreement or that by its very nature should be treated as such. Any information that is disclosed by the owner and that which is to be disclosed in accordance with the laws or judicial decision or act of a competent authority is excluded from the category of confidential information.
XIV. DATA PROTECTION
B- The data provided by the Client of its users and the successive data entered by it through the Software and during the use of the Services, belongs exclusively to the Client (Data Controller). MC2P, as data processor, is obliged to comply with all European an Spanish regulations on personal data protection.
For the purposes of article 28 of the GDPR, MC2P will only treat the personal data to which it has access according to the Client's instructions and will not apply them or use them for purposes other than those contained in provision XV of these terms and conditions and for the purposes of management and provision of the Services, so it will not communicate them to third parties unless it is requested by the data controller or the applicable law.
MC2P will adopt the necessary technical and organizational measures to ensure the security of personal data and prevent its unauthorized alteration, loss, treatment or access, taking into account the state of the technology, the nature of the data stored and the risks to which they are exposed, whether from human action or physical or natural means.
To complete all provisions related to the personal data processing on behalf of the data controller, the parties will sign an specific agreement.
XV. STATISTICAL INFORMATION
Notwithstanding the provisions of any of the clauses of this agreement, MC2P may control the use by the Client of the Software and the Services, and the use of the Customer Data in an aggregated and anonymous manner, compile statistical information as well as the results of the provision and exploitation of the Services, being able in any case to make this information public, as long as it does not include Client Data and / or identify confidential information of the Client or its users. MC2P retains all Intellectual Property rights over said information.
All notifications between the parties must be made in writing by any means that allows proof of reception. For this purpose, MC2P has provided its General Information in the stipulation I
The eventual invalidity of any of the present conditions will not affect the validity of the rest.
The invalid condition will be replaced by one whose purpose is, to the extent possible, identical to the one intended by the replaced condition without incurring, in turn, in invalidity.
XVIII. APPLICABLE LEGISLATION
This Agreement will be governed by the laws of Spain
The contracting parties undertake to resolve amicably any divergence that may arise in the development of this agreement. Notwithstanding the foregoing, for any divergence that has arisen, and which cannot be resolved amicably, the parties expressly submit themselves to the Courts and Tribunals of the city of Madrid, waiving their own jurisdiction if this were another.