Terms of Use

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING OUR SERVICES OR OUR WEBSITE.

Welcome to TRATO. These Terms and Conditions (hereinafter, the "T&C") govern the access and use of the technology platform, websites (including trato.io and its subdomains), software as a service (SaaS), mobile applications and any other product or service offered by Contratosapp, S.A.P.I. de C.V. for users in Mexico, by TRATO Legaltech, S.L. for users in Spain and the European Economic Area, and, for users in other jurisdictions not previously specified ("Rest of the World"), the applicable terms will be primarily those established for Contratosapp, S.A.P.I. de C.V. to the extent that they are relevant and do not contravene mandatory local provisions (hereinafter, jointly or according to the User's jurisdiction, "TRATO", "we", "our").

These T&C constitute a legally binding agreement between you (hereinafter, "You", the "User" or the "Client") and TRATO. By accessing, browsing, registering or using any of our Services, you acknowledge that you have read, understood and agreed to be bound by these T&C, as well as our Privacy Notice and any other policy or additional term that may be applicable to you and which is incorporated here by reference.

If you are using the Services on behalf of an organization or legal entity (the "Organization"), you represent and warrant that you have the legal authority to bind such Organization to these T&C, and in such case, "You", "User" or "Client" will refer to such Organization.

IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS IN THEIR ENTIRETY, YOU MUST NOT ACCESS OR USE TRATO'S SERVICES.

Services: Include, but are not limited to, access and use of our Contract Lifecycle Management (CLM) platform, our electronic signature services (such as "Starter"), informative blog content, product and pricing descriptions, resource tools, features for scheduling demonstrations or appointments, and any other software, functionality or service that TRATO makes available to you.

Website: Refers to https://trato.io/, as well as all its subdomains, related sites and content.

Client: Any natural or legal person who contracts TRATO Services that require a subscription or payment.

User: Any natural person who accesses or uses the Website or Services, including Site Visitors, Client representatives or Authorized Users.

Authorized User: Natural person (employee, contractor, agent of a Client) registered or expressly authorized by a Client to use the Services under said Client's account.

Account: The unique profile created by a User or Client to access and use certain features of the Services.

User Content: Any data, information, text, document, graphic material or any other material that you or your Authorized Users upload, submit, store, manage or process through the Services.

Software: The proprietary software of TRATO and/or its licensors that is part of the Services.

GDPR: Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

3.1. Acceptance Mechanisms: You accept these T&C through one or more of the following actions:

a. By clicking "I Accept" (or similar button or checkbox) when registering for an Account or contracting a Service.

b. By accessing, browsing or using the Website or Services in any way after having had the opportunity to review these T&C.

c. By providing your contact information (such as email or phone number) for registration or use of the Services.

3.2. Blockchain Technology: When using certain features of TRATO Services, such as generating, editing, storing, sending or signing digital contracts, you acknowledge and accept that blockchain technology may be used to record certain transactions or events related to such documents. This is done to provide additional traceability and security. TRATO does not guarantee the integrity or immutability of documents outside its control or platform.

3.3. Specific Terms for Particular Services: You acknowledge and accept that the use of certain Services, features or subscription plans offered by TRATO may be subject to additional terms and conditions and/or the execution of a specific contract (hereinafter, "Specific Terms"). Such Specific Terms will be presented to you for acceptance before you access or use the corresponding Services or features. In case of conflict between these General T&C and the Specific Terms, the Specific Terms will prevail only in relation to the particular Service or feature to which they apply.

4.1. TRATO offers a technology platform designed to optimize the management of documents and legal agreements, including:

a. Contract Lifecycle Management (CLM): Tools for creating, collaborating, negotiating, signing, storing, tracking and analyzing contracts.

b. Electronic Signature (for example, "Starter"): Services for electronic document signing, with different levels of security and legal validity according to configuration and applicable jurisdiction.

c. Website Resources: Access to information through our blog, pricing sections, detailed service descriptions, help materials and the ability to schedule appointments or demonstrations.

4.2. TRATO reserves the right to modify, suspend or discontinue any aspect of the Services at any time, with or without notice, although we will make reasonable efforts to notify substantial changes.

5.1. Registration: To access certain Services, you may need to create an Account, providing truthful, current, complete and accurate information as requested in the registration form.

5.2. Account Responsibility: You are solely responsible for maintaining the confidentiality of your Account credentials (username, password, authentication codes) and for all activities that occur under your Account.

5.3. Unauthorized Use Notification: You agree to immediately notify TRATO of any unauthorized use of your Account or any other security breach of which you become aware.

5.4. Authorized Users (for Clients): Clients are responsible for managing their Authorized Users' access and ensuring that such users comply with these T&C. Any breach by an Authorized User will be considered a breach by the Client.

6.1. License of Use: Subject to compliance with these T&C and payment of applicable fees (if any), TRATO grants you a limited, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use the Services and Software solely for your internal business purposes (if you are a Client) or for your personal informational use (if you are a Site Visitor), and always in accordance with the documentation and features provided.

6.2. Use Restrictions: You agree not to, and not to allow third parties to, do any of the following:

a. Use the Services for illegal, fraudulent or unauthorized purposes.

b. Violate any law, regulation or third-party rights (including intellectual property, privacy or contractual rights).

c. Interfere with, disrupt, damage or overload the Services or TRATO's systems and networks.

d. Attempt to gain unauthorized access to the Services, other users' Accounts or TRATO's computer systems.

e. Reverse engineer, decompile, disassemble or attempt to discover the source code of the Software or Services.

f. Copy, modify, distribute, sell, rent, lease, lend, transfer, sublicense or create derivative works from the Services or Software, except as expressly permitted.

g. Use the Services to develop a competitive product or service.

h. Remove or obscure any intellectual property notice or trademark from TRATO.

i. Upload or transmit viruses, malware or any other malicious code.

j. Use robots, spiders, scrapers or other automated means to access the Services without our express written consent.

k. Impersonate another person or entity.

7.1. Plans and Fees: The prices, features and options of TRATO Services depend on the subscription plan selected by the Client. Applicable fees will be indicated at the time of contracting or in the corresponding invoice. TRATO reserves the right to modify the fees or features of the plans, notifying the Client with reasonable advance notice.

7.2. Billing and Payment: The Client agrees to pay all fees associated with their plan and use of the Services in a timely manner. Payments will be made through methods accepted by TRATO. Unless otherwise indicated, fees will be billed in advance for the subscription period.

7.3. Taxes: All fees are exclusive of taxes (such as VAT, GST, etc.), duties or fees imposed by tax authorities, and the Client will be responsible for paying such taxes, unless TRATO is legally obligated to collect them.

7.4. No Refund Policy: Unless expressly stated otherwise in these T&C, in a particular agreement with the Client, or as required by applicable law (and subject to the provisions in clause 7.5 for consumers in the EEA), all payments made to Trato are non-refundable.

7.5. Right of Withdrawal for EEA Consumers: If you are a consumer (a natural person acting for purposes outside their trade, business, craft or profession) resident in the European Economic Area (EEA), you have the following right:

7.6. Billing Disputes: Any dispute about an invoice must be notified to Trato in writing within thirty (30) days following the invoice date.

8.1. TRATO Ownership: The Website, Services, Software, documentation, trademarks, logos, trade names, designs, "look and feel", and all content and materials provided by TRATO (excluding User Content) are and will remain the exclusive property of TRATO and/or its licensors, and are protected by applicable national and international intellectual property and industrial laws.

8.2. User Content: You (or your licensors) retain all rights, title and interest in your User Content. However, you grant TRATO a worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, reproduce, distribute, modify (for example, to format or technically adapt), display and perform your User Content only to the extent necessary to provide, maintain and improve the Services, and as permitted by your privacy settings and these T&C.

8.3. Feedback and Suggestions: If you provide TRATO with any feedback, ideas or suggestions about the Services ("Feedback"), TRATO will have the right to use such Feedback for any purpose, without any obligation (including confidentiality or compensation) to you.

9.1. Privacy Notice: The processing of personal data that you provide to us or that we collect through the Services is governed by our Privacy Notice https://trato.io/privacy which forms an integral part of these T&C. We recommend that you read it carefully.

9.2. GDPR Compliance (for Users in the EEA): TRATO commits to process personal data of Users located in the European Economic Area (EEA) in accordance with the GDPR. Our Privacy Notice details the legal bases for processing, your rights as a data subject and how we manage international data transfers, if any.

9.3. Client Responsibility for User Content: If you are a Client, you are the responsible party (data controller) for the User Content that you process through the Services, including personal data contained therein. You warrant that you have all necessary authorizations, consents and legal bases to collect, use and process such User Content through the Services, and that such processing complies with all applicable data protection laws (including GDPR if applicable). TRATO will act as a data processor with respect to such User Content.

10.1. Confidential Information: "Confidential Information" means all non-public information disclosed by one party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. TRATO's Confidential Information includes the Services, Software and the terms of any specific agreement. User Content is Client's Confidential Information.

10.2. Obligations: The Receiving Party agrees to: (i) use the Disclosing Party's Confidential Information solely to exercise its rights and fulfill its obligations under these T&C; (ii) not disclose such Confidential Information to third parties without the Disclosing Party's prior written consent, except to its employees, agents, contractors and legal advisors who need to know it and who are bound by confidentiality obligations no less protective than those set forth here; and (iii) protect the confidentiality of the Disclosing Party's Confidential Information with the same degree of care it uses to protect the confidentiality of its own confidential information of similar importance, but never with less than reasonable care.

10.3. Exceptions: The confidentiality obligations will not apply to information that: (i) is or becomes publicly available without breach of any obligation to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation; (iii) is received from a third party without breach of any obligation; or (iv) was independently developed by the Receiving Party. The Receiving Party may disclose Confidential Information if required by law, provided that it gives prior notice (if permitted by law) to the Disclosing Party to give it the opportunity to object.

11.1. T&C Modification: TRATO reserves the right to modify these T&C at any time. We will post the revised T&C on the Website, indicating the "last updated" date. If the changes are substantial, we will make reasonable efforts to notify you (for example, through a notice on the Website or by email to the address associated with your Account). Your continued use of the Services after such modifications take effect will constitute your acceptance of the revised T&C.

11.2. Electronic Communications: You agree to receive all communications, agreements and notices related to TRATO Services electronically, including emails, text messages, in-app notifications or Website posts. You agree that all electronic communications satisfy any legal requirement that such communications be in writing. It is your responsibility to keep your Account contact information up to date.

12.1. TRATO Warranties:

a. EXCEPT AS EXPRESSLY SET FORTH OTHERWISE IN A SEPARATE WRITTEN AGREEMENT WITH YOU, THE SERVICES, SOFTWARE AND WEBSITE ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE.

b. TRATO EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, QUIET ENJOYMENT AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

c. TRATO DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE RESULTS OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE, COMPLETE OR RELIABLE.

d. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you.

12.2. TRATO Limitation of Liability:

a. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL TRATO, ITS AFFILIATES, DIRECTORS, EMPLOYEES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF GOODWILL OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATED TO YOUR ACCESS OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, SOFTWARE OR WEBSITE, EVEN IF TRATO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRATO'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE T&C OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED THE GREATER OF: (I) THE TOTAL AMOUNT PAID BY YOU TO TRATO FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (II) ONE HUNDRED U.S. DOLLARS (USD $100.00) OR ITS EQUIVALENT IN LOCAL CURRENCY.

c. This limitation of liability is a fundamental part of the basis of the bargain between you and TRATO and will apply even if any remedy set forth in these T&C fails of its essential purpose. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so some of the above limitations may not apply to you.

13.1. You represent and warrant to TRATO that:

a. You have full power and authority to accept these T&C and perform your obligations.

b. If you are an Organization, the person accepting these T&C on your behalf has the authority to do so.

c. All information you provide to TRATO is and will remain true, accurate and complete.

d. You will comply with all applicable laws and regulations in your use of the Services.

e. You have all necessary rights, consents and permissions regarding your User Content to allow TRATO to provide the Services in accordance with these T&C.

f. Your User Content and your use of the Services will not infringe or violate the intellectual property, privacy or other rights of third parties.

13.2. Indemnification: You agree to indemnify, defend and hold harmless TRATO and its affiliates, directors, employees, agents and licensors from any claim, liability, damage, loss, cost and expense (including reasonable attorneys' fees) arising out of or related to: (i) your access or use of the Services; (ii) your User Content; (iii) your breach of these T&C; (iv) your violation of any law or third party right; or (v) negligence or willful misconduct by you or your Authorized Users. TRATO reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you will cooperate with TRATO in asserting any available defenses.

14.1. Term: These T&C will become effective on the date of your first acceptance and will continue in effect while you use the Services or have an active Account, unless terminated earlier in accordance with this section. For subscription Services, the initial term will be as specified in your plan, automatically renewing for successive equal periods unless either party notifies the other of its intention not to renew with the advance notice specified in the plan or, failing that, at least thirty (30) days prior to the end of the current term.

14.2. Termination for Convenience:

a. By You: You may stop using the Services and close your Account at any time by following the instructions on the Website or contacting TRATO support. Termination will not entitle you to any refund of prepaid fees unless required by applicable law.

b. By TRATO: TRATO may suspend or terminate your access to the Services and/or your Account, in whole or in part, for any reason or no reason, at its sole discretion, by giving you reasonable advance notice (e.g., 30 days), except in cases of material breach.

14.3. Termination for Breach:

a. Either party may terminate these T&C immediately upon written notice to the other party if the latter materially breaches any provision of these T&C and fails to cure such breach within thirty (30) days following receipt of notice (or immediately if the breach is not curable).

b. TRATO may suspend or terminate your access immediately and without prior notice if: (i) it determines your use of the Services poses a security risk or could adversely affect TRATO, the Services or other users; (ii) you breach the use restrictions; (iii) you cease your business operations, become insolvent or enter bankruptcy proceedings.

14.4. Consequences of Termination:

a. Upon termination or expiration of these T&C: (i) all rights and licenses granted to you under these T&C will immediately cease; (ii) you must cease all use of the Services and return or destroy (at TRATO's election) all TRATO Confidential Information; (iii) TRATO will have no obligation to maintain or provide access to your User Content and may delete it from its systems, subject to its data retention policies and applicable law. It is your responsibility to export your User Content before termination.

b. The following sections will survive termination or expiration: Intellectual Property, Confidentiality, Warranties and Limitations, Indemnification, Governing Law and Jurisdiction, and General Provisions, as well as any other provision that by its nature should survive.

TRATO may offer technical support levels for the Services according to the plan contracted by the Client. Details about the scope, availability and support channels will be specified in the plan documentation or on the Website. For users of free services or visitors, support may be limited or provided through self-help resources (FAQs, knowledge base).

THIS SECTION IS VERY IMPORTANT AND AFFECTS YOUR RIGHTS. PLEASE READ IT CAREFULLY.

16.1. For Users in Mexico: These T&C and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the federal laws of the United Mexican States. You and TRATO (Contratosapp, S.A.P.I. de C.V.) irrevocably agree to submit to the exclusive jurisdiction of the competent courts of Mexico City, waiving any other jurisdiction that may correspond to them by reason of their present or future domiciles or for any other cause.

16.2. For Users in Spain and the European Economic Area (EEA):

a. Contracting Entity: For you, TRATO's contracting party will be TRATO Legaltech, S.L. Tax ID: B75476556 with registered office at Plaza Jacinto Benavente, number 2, 4th Floor, 28012, Madrid.

b. Governing Law: These T&C and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the laws of Spain, without prejudice to the mandatory provisions of the law of the User's country of residence if they are a consumer within the EEA.

c. Jurisdiction for Businesses (B2B): If you are a business or acting for professional purposes, you and TRATO (TRATO Legaltech, S.L.) irrevocably agree to submit to the exclusive jurisdiction of the courts of the city of Madrid, Spain.

d. Jurisdiction for Consumers (B2C): If you are a consumer resident in the EEA, you may bring a claim to enforce your consumer protection rights in relation to these T&C either in the courts of Madrid, Spain, or in the courts of the EEA Member State in which you reside.

e. Online Dispute Resolution (ODR) Platform: If you are a consumer resident in the EEA, the European Commission provides an online dispute resolution (ODR) platform, which you can access here: http://ec.europa.eu/consumers/odr/. TRATO is not obliged nor willing to participate in dispute resolution proceedings before a consumer arbitration board unless required by applicable law.

16.3. For Users in Other Jurisdictions (Rest of the World):

a. Contracting Entity: Unless expressly agreed otherwise in writing, for you, TRATO's contracting party will be Contratosapp, S.A.P.I. de C.V.

b. Governing Law and Jurisdiction: These T&C and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the federal laws of the United Mexican States. You and TRATO (Contratosapp, S.A.P.I. de C.V.) irrevocably agree to submit to the exclusive jurisdiction of the competent courts of Mexico City, waiving any other jurisdiction. Users in these jurisdictions are strongly encouraged to review applicable local laws, as there may be additional rights or protections not explicitly covered or that may prevail over what is established here.

17.1. Assignment: You may not assign or transfer these T&C, or any of your rights or obligations under them, whether by operation of law or otherwise, without TRATO's prior written consent. TRATO may assign or transfer these T&C, in whole or in part, without restriction.

17.2. Entire Agreement: These T&C, together with the Privacy Notice, Specific Terms (if any and as defined in section 2.3), and any other terms or policies incorporated by reference, constitute the complete and exclusive agreement between you and TRATO regarding its subject matter, and supersede and replace any prior or contemporaneous agreements, proposals or representations, whether written or oral.

17.3. Severability: If any provision of these T&C is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, such provision will be modified to achieve as nearly as possible the same economic effect as the original provision, and the remaining provisions of these T&C will remain in full force and effect.

17.4. No Waiver: TRATO's failure to exercise or enforce any right or provision of these T&C will not constitute a waiver of such right or provision, or any other.

17.5. Notices: Unless specified otherwise, all notices under these T&C must be in writing and will be deemed properly delivered when received, if delivered personally; when electronically confirmed through TRATO's services, the acknowledgment date in the information systems' record will be considered, if transmitted by email; the next day after sending, if sent for next-day delivery by recognized courier service; or three days after sending, if sent by certified or registered mail, return receipt requested. Notices to TRATO must be directed to the contact address indicated below, with a copy to the legal department.

17.6. Force Majeure: Neither party will be liable for any failure or delay in performance of its obligations (except payment obligations) if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, acts of war or terrorism, riots, pandemics, failures of internet or telecommunications service providers, or government actions.

17.7. Relationship of the Parties: The parties are independent contractors. These T&C do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

17.8. Headings: Section headings in these T&C are used solely for convenience and will not affect their interpretation.

17.9. Language: The original version of these T&C is written in Spanish. In case of any discrepancy or conflict between the Spanish version and any translation, the Spanish version will prevail, unless the applicable law in the User's jurisdiction provides otherwise.

Contact

If you have any questions about these Terms and Conditions, please contact us at:

For users in Mexico (and Rest of the World, unless otherwise indicated):

For users in Spain and the EEA: