master agreement

Last updated on May 16th, 2019. 

 


LatamReady Master Agreement

These LatamReady Master Agreement (“Agreement”) govern access to and use of the LatamReady SuiteApp (“LatamReady,” “we” or “us”) and Professional Services by individuals or entities who purchase services (“LatamReady SuiteApp”) and their Authorized Users (collectively, “Customers”). By using LatamReady SuiteApp or any LatamReady professional services, you as a Customer accept these Terms (whether on behalf of yourself or a legal entity you represent). An “Authorized User” of a Customer is each an individual natural person, whether an employee, business partner, contractor or agent of a Customer who is registered or permitted by Customer to use the LatamReady SuiteApp Services subject to these Terms and up to any maximum number of Countries/Modules or uses specified at the time of purchase. Customers may be referred to in these Terms as “you” and “your” as applicable. 

Updates and Communications 

We may revise LatamReady Master Agreement or any additional terms and conditions which are relevant to a particular LatamReady service from time-to-time to reflect changes in the law or to the LatamReady Services. We will post the revised terms on the Site with a “last updated” date. 

PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE LATAMREADY SERVICES AFTER THE REVISIONS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED TERMS. 

You agree that we shall not be liable to you or to any third party for any modification of the Terms. LatamReady will advise/notify the customer by email in regards to any changes to the Master Agreement. You agree to receive electronically all communications, agreements and notices that we provide in connection with any LatamReady Services (“Communications”) via email. You agree that all communications that we provide to you electronically satisfy any legal requirement that such Communications be in writing and you agree to keep your Account contact information current. 

This LatamReady Master Agreement (“Agreement”) is entered into as of the date of the last party to sign (“Effective Date”) between LatamReady LLC (“LatamReady”), and the entity which has executed this Agreement as identified in the Signature (“Customer”). Capitalized terms not defined elsewhere in this Agreement shall have the meaning given to them in the Terms of Service. 

LatamReady and Customer hereby agree as follows: 

LatamReady SuiteApp Subscription Service.
 Subject to the terms and conditions of this Agreement and during the Term, LatamReady shall make the LatamReady SuiteApp available to Customers to be used by Customer’s and its Affiliates/Subsidiaries’ Users solely for the internal business operations of Customer or such Affiliate/Subsidiary (as the case may be). 

The terms of this Agreement shall also apply to updates, and upgrades subsequently provided by LatamReady to Customer for the Service. 

LatamReady hosts LatamReady SuiteApp inside of Oracle NetSuite's platform and may update the functionality, user interface, usability and other user documentation, training and educational information of, and relating to the Service from time to time in its sole discretion and in accordance with the Built-For-NetSuite Program and this Agreement as part of its ongoing mission to improve the Service and customers’ use of the Service. 

LatamReady SuiteApp functionality is described per supported Country/LatamReady’s Module at www.LatamDojo.com. As a Built-For-NetSuite certified SuiteApp, LatamReady develops LatamReady SuiteApp following the official Oracle NetSuite method, with no issue with any new Oracle NetSuite versions. 

LatamReady will open and answer technical service cases and fix any bugs related to LatamReady SuiteApp. 

LatamReady will also fix any localization feature affected by an Oracle NetSuite version upgrade. Estimates/Order Forms. 

The Service shall be ordered by Customer or its Affiliates/Subsidiaries pursuant to Estimates/Order Forms. Each Estimate/Order Form shall include at a minimum a listing of the Service and any Support Services and/or Professional Services being ordered and the associated fees. Except as otherwise provided on the Estimate/Order Form or this Agreement, each Estimate/Order Form is non-cancellable and shall be subject to the terms and conditions of this Agreement. For any order by Customer’s Affiliate/Subsidiaries, the term “Customer” shall refer to Customer and such Affiliate/Subsidiary(s). Term, Fee, Payment & Taxes.Term. 

The term of this Agreement shall commence on the Effective Date and shall continue for the length of time referenced in all Estimate/Order Forms for the Professional Services and Service(s) (the “Term”). 

The initial subscription term of the Service procured by Customer shall continue for the term specified in the applicable Estimate/Order Form. Thereafter, this Agreement shall be renewed and the subscription term of the applicable Service shall be renewed as set forth in subsequent Estimate/Order Forms (each successive renewal term, a “Renewal Term”). 

LatamReady shall provide Customer with a general renewal reminder and a renewal Estimate/Order Form in advance of the end of the then-current term. If Customer has not signed and delivered the Estimate/Order Form to LatamReady regarding an upcoming Renewal Term prior to the expiration of the then-current term, then the subscription term for the applicable Service and Users shall be automatically renewed for successive Renewal Terms of one (1) year each, unless either party provides written notice of non-renewal to the other at least thirty (30) days before such expiration. 

For up to one (1) twelve (12) month Renewal Term immediately following the initial subscription term Customer’s renewal pricing for LatamReady SuiteApp shall not be increased by more than 5% per annum (the “Renewal Cap”), applied to the discounted prices set forth on such Estimate/Order Form for the applicable LatamReady SuiteApp Countries/Modules. The aforementioned Renewal Cap pricing shall not be applicable if the Service (including without limitation LatamReady SuiteApp Countries/Modules) on a renewal Estimate/Order Form is not equal to or greater than those shown on the initial Estimate/Order Form. 

Fees and Payment 

All fees payable are due within 30 days from the invoice date unless otherwise specified in Customer Estimate/Order. All fees are non-refundable, except for the incident of failure to perform and meet the terms of the agreement, as well as, meet the offered scope (LatamReady Tax Compliance features). If that is the case, the Customer may cancel with at least 60 days’ written notice to Latam Ready and Customer shall receive a refund of the remaining prorated amount of the annual subscription fees. 

The fees and the terms of use for additional items procured during an existing subscription term will co-terminate with and be prorated through the end date of the subscription term for the applicable Service. 

Pricing for subsequent renewal Estimate/Order Forms shall be set at then-current LatamReady pricing unless otherwise agreed to by the parties. 

If the fees for a feature or functionality of the Service are based on usage of the Service, then LatamReady may access and use Customer Data as reasonably necessary to determine the fees for the applicable feature or functionality. 

Taxes 

LatamReady fees do not include any local, state, federal or foreign taxes, levies or duties of any nature, including value-added, sales use or withholding taxes ("Taxes"). The customer is responsible for paying all Taxes, excluding only taxes based on LatamReady's net income. 

If LatamReady has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides LatamReady with a valid tax exemption certificate authorized by the appropriate taxing authority. 

Notice 

Any notice required under this Agreement shall be provided to the other party in writing. If Customer has a legal dispute with LatamReady or if Customer wishes to provide a notice under the Indemnification section of this Agreement, or if Customer becomes subject to insolvency or other similar legal proceedings, Customer will promptly send written notice to: LatamReady LLC, 12550 Biscayne Boulevard Suite #110, Miami FL 33181, USA. 

Attention: General Counsel, Legal Department 

LatamReady SuiteApp Standard Support Package
 

LatamReady will provide Customers with technical support related to LatamReady SuiteApp features. 

Technical support (Related to subscription-lifetime warranty, New Features and Questions to assist Customer in its use of the Product) starts with a case registered in LatamCare Portal by a designated NetSuite Administrator (up to 1 Administrator). In less than 8 business hours (Peruvian time/business calendar as LatamReady Support Center is based in Lima, Peru), Customer will receive a case number and the first answer with a classification (bugs, out of scope, etc.) and with a status (in progress, closed, etc.). 

If the case is categorized as a bug, the Company will send a date for a solution. LatamReady will resolve the issue as soon as possible in a 30-day timeframe. If an issue takes more or has been evaluated to take more than 5 days: a LatamReady hyper-care management team will inform and discuss options with The Customer. 

Discontinuation of LatamReady SuiteApp 

In case LatamReady decides to liquidate, dissolve or no longer be in business, LatamReady will send to Oracle NetSuite Latin American Localization Team a copy of all code and technical specifications related to localization packages developed by LatamReady and Customer shall receive a prorated refund of any prepaid charges for time periods after the date of liquidation, dissolution, or cessation of business. 

Exclusion of Consequential Damages 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES/SUBSIDIARIES HAVE ANY LIABILITY TO THE OTHER PARTY OR ITS AFFILIATES/SUBSIDIARIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT FOR ANY LOST PROFITS OR REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE (AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE SUCH DAMAGES SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN THIS AGREEMENT. 

Limitations on Liability 

THE MAXIMUM AGGREGATE LIABILITY OF EITHER PARTY AND ITS AFFILIATES/SUBSIDIARIES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID FOR THE SERVICE GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OUT OF WHICH THE LIABILITY AROSE, BUT IN THE EVENT OF A BREACH OF CONFIDENTIALITY OR THE TERMS OF SERVICE, SUCH MAXIMUM AGGREGATE LIABILITY SHALL BE INCREASED TO TWO (2) TIMES THE TOTAL SUBSCRIPTION FEES PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT OUT OF WHICH THE LIABILITY AROSE. 

Acknowledgment Exceptions

BOTH PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON THEIR LIABILITY. THE LIMITATIONS OF LIABILITY SHALL NOT APPLY TO: (A) FEES DUE UNDER THIS AGREEMENT; OR (B) EITHER PARTY’S DEFENSE AND INDEMNITY OBLIGATIONS EXCEPT AS EXPRESSLY SET FORTH IN THE TERMS OF SERVICE. NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY TO THE EXTENT SUCH LIABILITY WOULD NOT HAVE OCCURRED BUT FOR THE OTHER PARTY’S FAILURE TO COMPLY WITH THE TERMS OF THIS AGREEMENT. 

Governing Law and Jurisdiction 

This Agreement is governed by the substantive and procedural laws of the State of Florida and each party agrees to submit to the exclusive jurisdiction of, and venue in, the courts in Miami in Florida in any dispute arising out of or relating to this Agreement. The Uniform Computer Information Transactions Act does not apply to this Agreement or to orders placed under it. 

General Provisions Integration 

This Agreement incorporates by reference all URL Terms (as applicable), Exhibits and Estimate/Order Forms, and this Agreement, together with such referenced items, constitute the entire understanding between Customer and LatamReady and are intended to be the final and entire expression of their agreement. 

The parties expressly disclaim any reliance on any and all prior discussions, emails, RFP’s and/or agreements between the parties. 

There are no other verbal agreements, representations, warranties undertakings or other agreements between the parties. 

Under no circumstances will the terms, conditions or provisions of any purchase order, invoice or other administrative document issued by Customer in connection to this Agreement be deemed to modify, alter or expand the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of LatamReady to object to such terms, provisions, or conditions. 

The Agreement shall not be modified, or amended, except as expressly set forth herein, or in writing and signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted, or by a properly executed Estimate/Order Form. 

Customer acknowledges that others click-through features found at www.latamdojo.com shall apply if optional services or features are subsequently ordered or activated.

Other General Provisions 

This Agreement shall inure to the benefit of  and bind the parties hereto, their successors and assigns, but neither party may assign this Agreement without written consent of the other which shall not be unreasonably withheld, except that either party may assign this Agreement without consent to a related entity or the successor of all or substantially all of the assignor’s business or assets to which this Agreement relates. 

There are no third-party beneficiaries to this Agreement. This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although LatamReady reserves the right to name Customer as a user of the Service. 

If any provision is held by a court of competent jurisdiction to be contrary to law, such provision shall be eliminated or limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect. 

A waiver of any breach under this Agreement should not constitute a waiver of any other breach or future breach. 

Neither party shall be liable for loss, delay, nonperformance (including failure to meet the service level commitment but excluding payment obligations) to the extent resulting from any force majeure event, including, but not limited to, acts of God, strike, riot, fire, explosion, flood, earthquake, natural disaster, terrorism, act of war, civil unrest, criminal acts of third parties, failure of the Internet, governmental acts or orders or restrictions, failure of suppliers, labor stoppage or dispute (other than those involving LatamReady employees), or shortage of materials, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible and any delivery date shall be extended accordingly. 

Ownership of Customer Data. As between LatamReady and Customer, all title and intellectual property rights in and to the Customer Data are owned exclusively by Customer and stored in the Oracle NetSuite platform. The customer acknowledges and agrees that in connection with the provision of the Service, Oracle NetSuite may store and maintain Customer Data for a period of time consistent with the Oracle NetSuite standard business processes. Following expiration or termination of the Customer Estimate/Order or a Customer account, Oracle may deactivate the applicable Customer account(s) and delete any data therein.