Terms and Conditions

Terms and Conditions

The terms and conditions detailed below apply to our websites, services, platforms and their related applications. These Terms and Conditions also govern and require Users to access and use the V3 VMetrix Software, which are offered by VMetrix through its websites, (hereinafter the “Terms and Conditions” and the “Services,” respectively). These Terms and Conditions govern the access and use of content and services offered by the company VMetrix International SpA, a company validly existing and in force under the laws of the Republic of Chile (hereinafter “VMetrix” or the “Company”).

For all purposes of these Terms and Conditions, “User” means the person who voluntarily registers and formally identifies themselves in the forms, registrations and authorized sections of the VMetrix website and/or in the V3 VMetrix software (hereinafter “the Platform”). “Visitor” indicates the person who, without formal identification, enters the Services’ web pages freely and anonymously.
Consequently, all visits and operations carried out by a User or Visitor to the Services, as well as their legal effects, will be governed by these Terms and Conditions in so far as they comply with current legislation.

The Terms and Conditions contained in this instrument will be understood to encompass all acts and contracts that are carried out or entered into between the Users of this site and the Company, or any other company related to the Company – whether Chilean or foreign, and that make use of the Services, to the extent that such related companies do not have their own terms and conditions for website use.

Visitors and Users declare that upon entering the website and our platforms they accept, fully and without reservation, each and every provision that makes up these Terms and Conditions that are published and in effect at the time the User/Visitor makes such use. User and Visitor access to the website is free; nonetheless, there may be sections limited to registered users, who have contracted paid access to these sections. In both cases, access is conditional on the acceptance of and compliance with these Terms and Conditions of the use of Services, making it their responsibility to read these carefully each time Services are requested or used, as these Terms and Conditions may have been modified and/or updated since a Visitor/User’s most recent use of the website and services.

If, for any reason. the User or Visitor does not agree to the Terms and Conditions, he/she is asked to refrain from use of the Services, since by simply accessing and requesting their use, it is understood that the User/Visitor will immediately adhere to each and every one of these Terms and Conditions. In the event that the User or Visitor is accessing the Services on behalf of another natural or legal person, the User/Visitor declares by simple acceptance of these Terms and Conditions that they have sufficient authority to represent that other person and to assume the corresponding responsibility for doing so.

For all legal purposes, the brands, notices, trade names, platforms, interfaces, applications and, in sum, all material and information, including patents and trade secrets, among others, that are part of the content of the Services, are property of VMetrix (or a parent or affiliated company). Consequently, the use or exploitation of VMetrix’s intellectual or industrial rights is strictly prohibited, by a User or third parties, without VMetrix’s prior written consent. As a result of the foregoing, any modification, reproduction, change, disclosure, alteration, and in general, any use for purposes other than those contemplated herein, is strictly prohibited without VMetrix’s or its rightful owner’s prior written permission.

In addition, the design and content of the Platform and Services, as well as the computer programs that appear on it, are duly protected by national law and international treaties, and registered with the competent authorities and registries. Hence, the following, among others not limited to this list, are strictly prohibited: modifying, copying, distributing, transmitting, publishing, editing, selling, transforming, and exploiting the Services’ design and content in any way. Moreover, all such procedures or methods of elaboration will be understood to be VMetrix’s intellectual and industrial property, such as inventions, discoveries, patents, models, industrial designs and plans, industrial and trade secrets, domain names, projects, computer programs, data, databases, knowledge, know-how, trademarks and distinctive features; in sum, any material or immaterial goods and/or rights and interests related to V3 VMetrix, whether or not these are protected under intellectual property and/or industrial property laws.

The User is strictly prohibited from obtaining or to attempting to obtain information, messages, sound and/or image files (including photographs, recordings, videos, drawings, etc.) or any other element from this Platform using any means other than those made available to the User expressly for this purpose.

Attempting to perform or performing any kind of addition, deletion, transformation or any other change to the content of this website is forbidden. Likewise, the User will not delete or alter in any way any data that identifies the ownership of rights of this software’s content. In the event that any User or a third party believes that a violation of his/her legal rights has occurred by the introduction of certain content into the software, they will notify VMetrix of said violation in writing.

It is hereby expressly established that the rights to the following are protected: V3 VMetrix Software, the logo(s) that identify it, its abbreviation (regardless of their colors, types of graphics, shapes, sizes or other characteristics) and any other elements that serve to distinguish products, silhouettes, images, services, brands, slogans or advertising phrases, videos or any other elements of VMetrix or its related companies (both current and future). None of these elements may be used without prior written permission from VMetrix; thus, their reproduction, modification, distribution, transmission, re-publication, display or execution are prohibited, as is any other use of this Platform’s content on any other internet page or on any other computer network, including advertising and advertisements related to the creation of these. In addition, the User, once registered and having accepted these Terms and Conditions, will make appropriate use of the contents and services offered through the Platform and will not use them illicitly or illegally or in ways that go against good faith and public order. Furthermore, Users will not disclose content or do anything that threatens the image and reputation of VMetrix or third parties.

It is hereby expressly established that any articles, publications, news and information published, exhibited, transmitted or communicated through the Services or the Platform, and the content provided by third parties, are the sole responsibility of their author (or the person who provided them in accordance with current legislation), and therefore VMetrix does not assume liability for them.

In the event of a violation of the above limitations, the Visitor or User will be liable in terms of the current property laws, and must, regardless of facing the consequences of criminal actions, indemnify VMetrix for resulting direct damages, loss of profit and moral damages that result.

In order to make use of the Services, the User or Visitor will be required to accept the following Terms and Conditions and to register according to the instructions given by the Platform or the website as appropriate. The mere navigation of or interaction with the Services or Platform by the User or Visitor will indicate their understanding and acceptance of these Terms and Conditions. When the User registers for the use of the platform, this registration will also include an express statement by the user. The registration of each user will be verified by completion and registration of the form contained therein.

The information provided by the User will be used to offer Services through the website or Platform; therefore, it will also be the User’s exclusive responsibility to ensure that such information is correct, credible and up-to-date.

Once registered on the Platform, the user will be given a username and password or key that will allow personalized, confidential and secure access. The User assumes full responsibility for maintaining the confidentiality of their secret password registered on the Platform. This password is for personal use only and VMetrix is released from all liability if the User makes the password known to third parties.

The User guarantees that the data and information provided to VMetrix through the Platform are credible and the user is responsible for communicating any modifications or updates thereto. If the User registers partial, false, fraudulent and/or inaccurate information, VMetrix is within its rights to withhold the lending of Services.

The User makes free and voluntary use of the Services, the Platform and V3 VMetrix, and thereby assumes all liability for damages that they may cause by inappropriate or unlawful use of the Service. The User will use the services offered by VMetrix correctly, in accordance with the law and these Terms and Conditions, and in a manner that respects morality, decency and public order.

Regardless of other specific obligations stipulated between the User and VMetrix, the following are the obligation of the User: (i) To read, understand and fully comply with the obligations, prohibitions and rights arising from this document; (ii) To pay the price for the services of the Platform and V3 VMetrix in a timely manner, if 60 days from the date of the invoice pass without payment, the service may be interrupted; (iii) To register credible information when becoming a V3 VMetrix User; (iv) To respect confidentiality obligations; (v) To respect the technical autonomy of VMetrix and the technical conditions of the provision of the Services, which may be modified at any time, upon written notice sent to the User; (vi) To use the information provided by V3 VMetrix as set forth herein, in accordance with the relevant legal rules and, in particular, the laws on the protection of personal data and their regulations in force. For these purposes, the User claims knowledge of the regulations governing the processing of personal data contained in Chilean Law No. 19,628 on the Protection of Private Life, releasing VMetrix from any liability that may arise from the illegitimate use of the information.

To access and use the VMetrix Services, the User will indemnify and release VMetrix and its employees from: (a) any direct or indirect damages, intended or unforeseen, moral or material to him; and, (b) any claim, fines of any kind, legal action or lawsuits from third parties, including without limitation, expenses that the User must incur for legal and financial consultations. In the event that VMetrix is required to make any payment for any of these circumstances, the User will reimburse any sum and amount paid for said purpose.

In addition, the User, unless authorized in writing by VMetrix, is prohibited from performing any of the following acts and contracts: (i) Selling, renting, leasing, sub-licensing or otherwise transferring or distributing to third parties a copy of V3 VMetrix, its source code or any other of its elements or components; (ii) Creating new systems, applications, software or similar systems based on V3 VMetrix; (iii) Allowing access to the source codes of V3 VMetrix; (iv) Engaging in activities that interfere with or disrupt the use of V3 VMetrix or the servers and networks used for its operation; (v) Applying reverse engineering; (vi) Promoting, marketing, selling and/or distributing the information provided by V3 VMetrix, including through its subsidiaries, agencies, offices or branches in Chile or abroad; and (vii) Transferring, assigning, or taxing the rights to be used herein.

During the time the Services are provided, both the User and VMetrix may exchange their confidential, privileged and proprietary information respectively, including, but not limited to, the following: the identity of potential suppliers, expenses, pricing policy techniques and strategies, product line profit and profitability information, information on existing or future products, research and development programs, product specifications, software design, technical know-how, trade secrets and other intellectual property, plans and records of the other party, names and information of customers and/or contributors, financial and budget information and the other party’s goals and objectives, methods, practices and techniques for promoting and marketing its products, issues related to staff and other confidential processes, materials or formulas declared by that party as privileged, proprietary or confidential (hereinafter, “Confidential Information”).

Conversely, the following will not be considered Confidential Information: a) Public information known prior to the date of acceptance of the Terms and Conditions; b) Information that becomes available to the public for reasons beyond the user and VMetrix’s control; c) Information whose disclosure has been required by or must be disclosed to any public authority duly empowered by law or products of judicial or administrative proceedings; d) Information whose publication or public disclosure has been previously approved in writing by the User or VMetrix, respectively; or (e) Information obtained from a third party who is not obliged to keep confidentiality thereof.

Both the User and VMetrix declare that the information they exchange is a key and integral asset for each of them and that unauthorized use and disclosure of it could seriously harm its owner. Thereby, users, VMetrix and their directors, partners, executives, workers, dependents, subcontractors and internal and external advisors are obligated to treat the Confidential Information of the other party with the care and discretion with which this type of information ought to be treated.

In particular, while the following is an inclusive, not exhaustive list, the Parties will:

1. Not use the other’s Confidential Information for any other reasons other than for purposes of the Services, disclosing it only to those employees who need to make use of it. VMetrix will retain the right to use the User’s Confidential Information, with regards to customer contacts and User contributions, to create an internal information database.
2. Keep the other party’s Confidential Information duly guarded and safeguarded, taking all necessary measures to prevent a breach of confidentiality.
3. Not disclose, reveal in any way, in whole or in part, or disclose or enable access, or cause a third party to disclose, reveal or provide any of the other’s Confidential Information to another individual or entity that is not part of the Services, unless it is reasonable that this information is necessary for the performance of the obligations agreed herein, by express written permission of the owner of such Confidential Information, or if required by law or by court order, provided that, prior to any mandatory disclosure, the owner of the Confidential Information is informed of the circumstances related to such mandatory disclosure and is given the opportunity to seek protection to that effect.
4. Upon termination, for any reason, of this contractual relationship, all Confidential Information received must be returned to its owner or destroyed, including all internal notes and memoranda containing such information, unless the owner consents to its storage.

Should the confidentiality of the information be in doubt, the holder of the information will be required to procure an official statement from the owner of the information in that regard.

In the event of a breach of confidentiality by any of the User or VMetrix’s dependents, the User will assume, in solidarity with them, responsibility arising from said breach.

The confidentiality obligations set forth in this clause will be in effect until the Confidential Information is considered public or made public, and will remain in effect for up to five years after the date the Services are terminated for any reason.

VMetrix and the User may terminate the Services offered by the other party at any time and without explanation of the cause and/or a declaration of any kind. The party wishing to terminate the services must give notice to the other party via an email sent no less than 30 days prior to the date on which the party intends to terminate the Services.

In addition, both parties to these Terms and Conditions may immediately terminate the Services provided in the event of any of the following situations:

a) The other party’s failure to comply with its material obligations contained in these Terms and Conditions;
b) Declaration of insolvency, bankruptcy or restructuring of the other company, or because there are three or more final, enforceable convictions from executive proceedings against the other company, in accordance with relevant legislation; or,
c) In the event that the other party enters into the process of dissolution and/or liquidation, in accordance with relevant legislation.

Termination of the Services for any of these reasons does not exempt the User from payment of the Services actually provided, in the manner and timeframe established in this instrument.

Any communication that the User or Visitor and VMetrix wish to address to one another, in accordance with these Terms and Conditions, will be made in writing, via e-mail sent to, if VMetrix: contact@vmetrix.com. Correspondence addressed to the User will be directed to the email they have registered at the time of contracting the Services. It will be their duty to keep their contact information up to date at all times.

The period of the Services will be one month from the date of unequivocal acceptance of these Terms and Conditions. This period will be automatically and successively renewed for periods of one month at a time, as long as there are no grounds for termination of the Services provided through the Platform and V3 VMetrix.

At the start of the provision of the Services, the User must activate their account on the Platform in order to use V3 VMetrix and pay for implementation before the deadline, set by the commercial offer, established at the time the Platform account is activated.

Payment of future projects implemented by the User will be made immediately, along with the monthly management fee corresponding to the first month of service.

For subsequent months, the Services will be billed in advance monthly, within the first five (5) business days of each month. Upon receipt of an invoice, the user will have a period of eight (8) days to review, approve and/or object to said invoice, actions of which they will inform VMetrix in writing and send to the email indicated in these Terms and Conditions. After this period of time, it will be understood that the User accepts the contents of the invoice and the User will be obligated to pay the sum indicated on the invoice.

Payment must be made within 10 days of receipt of the invoice, or from the time it has been corrected in accordance with objections issued by the User in the aforementioned way and timely manner.

Payments will be made in the following way, depending upon whether made from Chile or abroad:

Payments in Chile

Payments will be made by deposit or bank transfer to the checking account of THE ITAU CORPBANCA Bank, number 0207083109, in the name of VMetrix International SpA, Tax ID No. 76.554.987-6.

In case of electronic transfer and/or bank deposit, the User must send the proof of payment by email, indicating the serial number(s) of the invoice(s) being paid.

Payments from abroad (outside Chile)

Payments may be made by international electronic transfer to the checking account at ITAU CORPBANCA Bank, number 1200154602, in the name of V Metrix International SpA, Taxpayer ID No. 76.554.987-6, through the following Swift:

USD bank account: ITAU CORPBANCA
Swift Code: ITAUCLRM
Account number: 1200154602
Beneficiary name: VMetrix International SpA
Country: CHILE
Contact name: Sebastián Valenzuela

The user must send the deposit receipt by email, indicating the serial number of the invoice(s) being paid.

Payments in Mexico

Exclusively for clients in Mexico, payments can be made by deposit or bank transfer to the current account of Banco BBVA Bancomer S.A., Number 0112489929, in the name of VMETRIX S. de R. L. de C.V., which for this action has identification document R.F.C. VME180814RZ6.

Intermediary Bank: JP. Morgan Chase Bank N.A.
Beneficiary Bank: BBVA Bancomer S.A.
Account number: 0112489929
Beneficiary name: VMETRIX S. de R. L. de C.V.
Address: Av. Insurgentes Sur 1647 Piso 2 Oficina 206 Col. San José Insurgentes, C.P. 03900 Delegación Benito Juárez
City: Mexico City
Country: Mexico
Contact name: Sebastián Valenzuela

In the event that an electronic transfer and/or bank deposit is done, the user must send proof of payment by email, indicating the serial number of invoice(s) being paid.

The Services are available exclusively to those Users or Visitors with the legal capacity to hire the Services described in these Terms and Conditions.

The User or Visitor understands, acknowledges and agrees that the risks for the use of the Services offered are their responsibility and not that of VMetrix. In greater detail, the User or Visitor acknowledges that V3 VMetrix and the Platform may be unavailable due to technical difficulties, preventive maintenance periods, connectivity failures or other reasons outside of VMetrix’s control. In such cases, efforts will be made to restore the system as expeditiously as possible; however, the User will not impose liability on VMetrix for any damages caused or related to the suspension of Services.

Additionally, by accepting these Terms and Conditions, the User or Visitor releases VMetrix from all liability in relation to the content of the Services, the Platform and V3 VMetrix, including, but not limited to the following:

a.- VMetrix is not liable to Users, Visitors or third parties for damages that are the direct or indirect consequence of the interruption, suspension or termination of services offered. VMetrix is not liable for those damages considered to have resulted from the interaction between the V3 VMetrix platform and the User’s computer, tablet, or mobile phone through which they are connected; the damage incurred by Users due to the presence of viruses; elements that may offend or be considered harmful by the user; nor any other element that could be introduced by a third party from outside of VMetrix.

b.- Additionally, in the event that VMetrix is responsible, under no circumstances will damages to be paid, nor will VMetrix be liable for any amount, for the following: indirect damages for losses or damages due to profit loss, including those of third parties even when they have been warned of the possibility of these potential damages and/or harms ahead of time.

c.- VMetrix will not be held responsible in any way for instances of improper use of the technologies made available to the User or Visitor, such as use of the Platform or V3 VMetrix and/or the equipment in any way that could damage, disable, affect or overload V3 VMetrix databases or servers; upload, notify or otherwise transmit or distribute via V3 VMetrix any item, including, but not limited to, electronic viruses, Trojan horses, worms, spam, automatic shutdown mechanisms or any other disruptive system, program or file; interfere with the security of VMetrix’s electronic systems; infringe on patents, registered brands or trademark and industrial secrets, advertising rights or any other proprietary rights of any natural or legal person, collectives, etc.; prevent or discontinue the use of the system by a person authorized by VMetrix; use automatic programs, mechanisms or manual processes to monitor, copy, summarize, or otherwise extract information from VMetrix’s own servers; use the accounts and passwords of other users, or any other information without VMetrix’s prior written consent; upload, distribute or disseminate, from the equipment used to comply with these Term and Conditions, material or information that is threatening, harassing, defamatory, obscene, pornographic, fraudulent, deceiving or otherwise likely to be against the law or good standards, or in violation of the rights of third parties.

d.- Otherwise, VMetrix will not be held responsible for any loss or eventual damage that may be incurred to files sent and/or stored by the User or Visitor for the lending of Services, whether this damage occurs due to their own technical problems or those of their dependents. At any time and at their own discretion, VMetrix may review the files sent to them for the lending of Services and may refuse to process files when they, in VMetrix’s opinion, violate the law and/or the terms set forth in this document. In such cases, VMetrix is also entitled to delete these files or send them to the competent authority, as appropriate.

e.- VMetrix assumes no liability for damages that the User, Visitor or third parties may incur from: (i) improper use of the elements that make up the content of the Services; (ii) the violation of or infringement on any industrial or intellectual property rights, industrial secret, personality rights, or any other rights of third parties, resulting from the dissemination, exploitation or storage of any element of the Services; (iii) the commission of acts of unfair competition or advertising by any third party on our platform; (iv) a lack of accuracy, relevance, detail or veracity of the content resulting from the Services; (v) the Services not meeting the expectations of the User or the information not being useful to them for any specific reason; (vi) any system incompatibility or failure to update computer applications; (vii) the functioning of any of the hypertexts or links contained on the website and/or Platform, as well as the quality, legality, reliability and usefulness of the products, services, data or any elements of the content on the linked pages; and, (viii) in general, any damage or harm arising from any type of content on the platform.

f.- Each User or Visitor will be legally liable for the following behaviors:
• Improper use of the site or the information it contains;
• Use for unlawful purposes or effects of the site, its services or the information contained therein;
• Causing disablement, delay, deterioration or damage to the site, its services or the information contained therein;
• Unauthorized reproduction, in whole or in part, marketing, distribution, publication or modification of information;
• Falsehood in statements provided to the User through the platform.
g.- In addition, VMetrix declares that no information, suggestion or advice that appears as a result of the Services supersedes professional advice in personal, legal, tax, accounting, financial or other matters, the User must address these matters directly with the appropriate professional.

h.- Wherever VMetrix may be liable, regardless of form of action, judicial or extrajudicial, contractual or non-contractual, for minor or gross negligence or breach of warranties, the total amount for all claims, shares and causes of action will be limited to and never exceed, cumulatively, the total amount paid by the user to VMetrix under this Contract, excluding taxes and expenses, during the period two months prior to the date that VMetrix was found liable.

The User or Visitor will indemnify and hold harmless VMetrix, its shareholders, workers and/or collaborators for any loss, claim, lawsuit, litigation, damage or cost of any kind, including, but not limited to, the fees and litigation costs charged by attorneys as a result of misuse of the website or for expenses stemming from or related to the violation of the provisions contained in these Terms and Conditions, as well as those arising from violations of the privacy policy available on the website.

13.1 The fact that VMetrix or the User renounce, omit or delay in requiring compliance with any of the obligations established in this document, or any breach by the User or VMetrix, will not constitute by them a waiver to assert their rights in the event of any subsequent breach or obligation of the applicable party. The rights contained in these Terms and Conditions do not exclude other actions to which the User or VMetrix may be entitled.

13.2 The invalidity or ineffectiveness of any of this document’s provisions will not affect the validity and enforceability of this document’s other provisions, which will remain in full force and effect.

13.3 In the event that the User becomes aware that any of the provisions contained in this document goes against current legislation, he/she must immediately notify VMetrix.

13.4 VMetrix and the User acknowledge that the contractual relationship that binds them is of a civil nature. Therefore, this document does not seek to create, and nothing in it must be interpreted as creating, an employment relationship between them or with the personnel that any of them require to fulfill their obligations. Under no circumstance may a relationship of subordination or dependence result in connection with the lending of VMetrix’s Services.

Any dispute arising in connection with the provisions of this document, will be submitted and resolved by the Ordinary Courts of Santiago, Chile, to whose jurisdiction Users are subject. Chilean law will apply to each one of these Terms and Conditions.

VMetrix reserves the right to use at any time its own discretion to unilaterally modify, alter, add or remove portions of these Terms and Conditions, as well as their disclaimers. We recommend that you review this document each time you visit the website, use the Services through the Platform or use V3 VMetrix. This document was created and published on the website and platform during the month of June 2019.