Terms and Conditions

Please read this document carefully because it constitutes a binding agreement between you and VMetrix Group Inc ("VMETRIX" or "We").

1. Background

The following terms and conditions (“Terms and Conditions”) govern your use of the Websites linked to these Terms and Conditions. By browsing these Websites you automatically agree to the terms of this document and our Privacy and Personal Data Protection Policy.

These Terms and Conditions shall also apply in all cases in which the relationship between VMETRIX and Users who access and use digital services or SaaS (the "Services") offered by VMETRIX is not already governed by contractual provisions between the Parties or other Terms and Conditions document of specific application. Also, in everything that is not contrary to them, the Terms and Conditions contained in this instrument shall be understood to form part of and complement all acts and contracts that are executed or entered into between Users, Visitors and VMETRIX.

In the event of any inconsistency between these Terms and Conditions and any other written agreement or agreement in effect between the User and VMETRIX, the terms of such written agreement or agreement in effect shall prevail.

For purposes of these Terms and Conditions, (1) “User” refers to any individual who voluntarily registers and provides identifying information through contracts, forms, records, and enabled sections of web pages or Services distributed online and owned by VMETRIX, and (2) “Visitor” refers to any individual who, without providing identifying information, accesses Websites included in the Services anonymously and without charge.

By accessing the VMETRIX Website and Services, Visitors, and Users acknowledge and agree, without reservation, to all provisions of these Terms and Conditions in effect at the time of access.

Access to the Web Site by Users and Visitors is free of charge, although some sections may be accessible only to registered Users who have contracted for Services of paid access. In either case, access is conditioned on accepting and complying with these Terms and Conditions for using the Services, and Users and Visitors are responsible for reviewing them carefully each time they intend to request or use the Services, as they may have been revised and/or updated since the last use.

If for any reason or motive the User and/or Visitor does not agree with the Terms and Conditions, he/she is requested to refrain from using the Services, since by the mere fact of accessing and requesting its use, it is understood that he/she immediately adheres 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 individual, natural or legal person, he/she declares with the sole acceptance of these Terms and Conditions that he/she has sufficient powers to use the Services on behalf of that other person, assuming the corresponding responsibility for it.


2. Intellectual and Industrial Property

The VMETRIX® trademark, and unless expressly indicated otherwise, other trademarks, notices, designs, trade names, platforms, interfaces, applications, and, in general, all material and information, including patents, trade secrets, and others that form part of the content of the Services, are, for all legal purposes, the exclusive property of VMetrix Group Inc. Consequently, any use or exploitation of VMETRIX's intellectual or industrial property rights by a User or third party, without VMETRIX's prior written consent, is strictly prohibited. As a result, any modification, reproduction, mutilation, disclosure, alteration, and generally, any use for purposes other than those contemplated herein, without the prior written authorization of VMETRIX or its rightful owner, is strictly prohibited.

Additionally, the design and content of the Services, as well as any software that may be part of it, are duly protected by national legislation and international treaties, and may be registered with the competent authorities, and registries. Therefore, it is strictly prohibited, without limitation, to modify, copy, distribute, transmit, publish, edit, sell, transform, or otherwise exploit the design and content of the Services in any manner. Furthermore, unless expressly indicated otherwise, all processes or methods of development, inventions or discoveries, patents, models, industrial designs and drawings, industrial or commercial secrets, domain names, works, software, data, databases, knowledge, know-how, trademarks, and distinctive signs, and generally, any material or immaterial assets and/or rights and interests related to or published through this website, whether or not protected under intellectual property and/or industrial property laws, are considered part of VMetrix Group Inc. 's intellectual and industrial property.

Users and/or Visitors are strictly prohibited from attempting to obtain information, messages, sound and/or image files (including photographs, recordings, videos, drawings, etc.), or any other element of this Services using any means other than those expressly made available to the User for that purpose.

Users and/or Visitors are prohibited from making or attempting to make any addition, deletion, transformation, or any other form of alteration to the content of this website. Likewise, Users and/or Visitors must not, under any circumstances, delete or alter in any way any information identifying ownership rights over any content of this website or software distributed through it. If any User or Visitor or a third party believes that a violation of their legitimate rights has occurred due to the inclusion of specific content in the software, they must notify VMETRIX of this circumstance in writing.

It is expressly stated that the rights to the Services (the) logo (s) that identify them, their abbreviation (regardless of their colors, types of graphic representations, shape, sizes or other characteristics) and any other element that serves to distinguish the products, silhouettes, images, services, trademarks, slogans or advertising phrases, videos or any other elements of VMetrix Group Inc. or its related companies, which currently exist or may exist in the future, are protected. None of these elements may be used without the prior written authorization of VMetrix Group Inc. and therefore their reproduction, modification, distribution, transmission, re-publication, exhibition or execution, as well as any other use of the content of this Services on any other website or any other computer network, including advertising and announcements in connection with the conformation of the Services, is prohibited. Additionally, Users and Visitors agree, at all times make appropriate use of the Services and not to use them for illicit, illegal, or contrary to good faith and public order, as well as not to perform acts or disclosures of content that undermine the image and reputation of VMETRIX or third parties.

It is expressly noted that any articles, publications, news, and information published, displayed, transmitted, or communicated through the Services, and the content provided by third parties, are the sole responsibility of their author (or the person who provided them in accordance with applicable law). Therefore, VMETRIX assumes no liability whatsoever with respect to them.

In the event of infringement of the limitations from this section, the Visitor or User will be liable under the applicable industrial property laws and, without prejudice to facing any applicable criminal actions, shall indemnify VMETRIX for direct damages, lost profits, and moral damages caused to VMETRIX.


3. Acceptance of Terms and Conditions, and Information Provided by the User or Visitor

It will be a necessary requirement for the use of the Services the acceptance of these Terms and Conditions and registration by the User or Visitor, following for such purposes the instructions given by the Services themselves. These Terms and Conditions shall be understood as known and accepted by the mere fact of navigation and interaction of the User or Visitor with the Services. At the time of User registration for the use of the Services will be included, in addition, an express statement of the User. The registration of each User will be verified by completing and subscribing the form provided for that purpose.

The information provided by the User will be the one that the Services offered through the website will use, so it will be your sole responsibility to ensure that such information is correct, reliable and updated.


4. Secret Password for Registration and Access to Services

Once registered for the use of the Services, the User will have a username and password or key that will allow personalized, confidential and secure access. The User assumes full responsibility for maintaining the confidentiality of his/her secret password registered in the Services. This key is for personal use and its delivery to third parties, does not involve any responsibility of VMETRIX.


5. Obligations and Liability of Users

The User guarantees that the data and information provided to VMETRIX through the Services are truthful and is responsible for communicating any modifications or updates to them. If the User provides partial, false, fraudulent, and/or inaccurate information, VMETRIX may refrain from providing the Services.

The User's use of the Services is done freely and voluntarily, thus assuming all and any responsibility for any damages and losses that the User may cause by inappropriate or illicit use of the Service. The User must use the services offered by VMETRIX in accordance with the law, these Terms and Conditions, and with respect for morality, good customs, and public order.

Without prejudice to other specific obligations stipulated between the User and VMETRIX, the User's obligations include: (i) Reading, understanding, and fully complying with the obligations, prohibitions, and rights arising from this document; (ii) Providing reliable information when creating a VMETRIX User; (iii) Respecting confidentiality obligations; (iv) Respecting VMETRIX's technical autonomy and the technical conditions of service provision, which may be modified at any time, subject to prior written notice sent to the User; (v) Using the information provided by VMETRIX in accordance with the terms established in this document, adhering to relevant legal norms and, in particular, laws on personal data protection and its current regulations. For these purposes, the User declares to be aware of the regulations governing the processing of personal data, releasing VMETRIX from any liability that may arise from the illegitimate use of the information.

Upon accessing and using VMETRIX Services, the User agrees to indemnify and hold harmless VMETRIX and its employees from: (a) all damages and losses, direct or indirect, foreseeable and unforeseeable, moral or material attributable to them; and, (b) any claim, fine of any kind, action or demand from third parties, including without limitation, the disbursements the User must incur for legal and accounting advice. If VMETRIX is required to make any payment for any of these circumstances, the User must reimburse any sum and amount paid for such reason.

In addition, it is prohibited for the User and Visitor, except with prior written authorization from VMETRIX, to perform any of the following acts and contracts: (i) Sell, lease, lease, license or otherwise transfer or distribute to third parties copies of VMETRIX Services, its source code or other elements or components; (ii) Create new systems, applications, software or other similar based on the VMETRIX Services; (iii) Give access to the VMETRIX Services to unauthorized third parties; (iv) Engage in activities that interfere with or disrupt the use of VMETRIX Services or the servers and networks used for its operation; (v) Apply reverse technology; (vi) Promote, market, sell and/or distribute the information provided by VMETRIX Services, even through its subsidiaries, agencies, offices or branches; nor, (vii) Transfer, assign, or encumber the rights that emanate from this document;


6. Confidentiality

During the time that the Services are provided, both the User and VMETRIX may exchange confidential, privileged, and proprietary information, including, but not limited to: the identity of potential suppliers, expenses, pricing policy techniques and strategies, asset prices, quotations of financial instruments, transaction prices, information on profits and product line profitability, information on existing or future products, research and development programs, specifications for products, computer program design, technical knowledge, trade secrets and other intellectual property, plans and records of the other party, names and information of clients and/or quoters, financial and budget information and the goals and objectives of the other party, methods, practices and techniques for promoting and marketing their products, personnel-related matters and other confidential processes, materials or formulas declared by such party as privileged, proprietary or confidential (hereinafter, the “Confidential Information”).

On the contrary, the following will not be considered Confidential Information: a) Information that is publicly known prior to the date of acceptance of the Terms and Conditions; b) Information that becomes available to the public through causes unrelated to the User and VMETRIX; c) Information whose disclosure has been required by or must be revealed to a public authority duly empowered by law or as a result of a judicial or administrative procedure; d) Information whose publication or public disclosure has been previously approved in writing, respectively by the User or VMETRIX; or e) Information obtained from a third party who is not obliged to keep it confidential.

Both the User and VMETRIX declare that the information they exchange is a key and integral element of each one's assets, and that unauthorized use and disclosure of it could seriously harm its owner, for which reason they undertake, on behalf of themselves and their directors, partners, executives, workers, dependents, subcontractors and internal and external advisers, to treat the Confidential Information of the other with the care and discretion with which this class of information is managed.

In particular, without the list being exhaustive, the Parties undertake to:

1. Not use the other's Confidential Information except for the purposes of the Services, undertaking to disclose it only to those of their dependents who need to use it.

2. Keep their counterparty's Confidential Information duly guarded and protected, taking all necessary measures to prevent a breach of confidentiality.

3. Not disclose, reveal in any way, in whole or in part, nor make known or enable access, nor cause a third party to disclose, make known or provide any aspect of the other's Confidential Information to another individual or entity that is not part of the Services, unless this is reasonably necessary for the fulfillment of the obligations agreed herein, through express and written authorization from the owner of that Confidential Information, or if required by law or by court order, provided that, before 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 obtain protection for this purpose.

4. Once the contractual relationship has ended, for any reason, all the Confidential Information received must be returned to its owner or destroyed, including internal notes and memos containing such information, unless its owner consents to its storage.

In case of doubt about the confidential nature of the information, a statement from the owner of the information should be required.

In the event of a breach of the confidentiality obligation by one or more dependents of the User or VMETRIX, the latter will assume, jointly and severally with them, the liability arising from such breaches.

The confidentiality obligations established in this clause will subsist until the Confidential Information is considered public or is made public and, else, will remain in force for five years after the date of termination of the Services, for any reason.


7. Termination of the Services

VMETRIX may immediately terminate the Services and deny the User or Visitor access to the Services when there is a breach by the other party with respect to its material obligations contained in these Terms and Conditions.


8. Notifications

Any communication that may or should be directed between the User or Visitor and VMETRIX, in accordance with these Terms and Conditions, must be made in writing, via email sent to, if it is to VMETRIX: contact@vmetrix.com, if it is to the User at the email that they registered at the time of contracting the Services. It is the User's duty to keep their contact information updated at all times.


9. Duration of the Services

The term of the Services will be as indicated in the respective contract between the Parties, in the absence of stipulation, it will be understood that it is for a month from the date of unequivocal acceptance of these Terms and Conditions, a term that will be automatically and successively renewed for periods of one month each time, if none of the causes for termination of the Services.


10. Legal Capacity to enter into Agreement according to these Terms and Conditions

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


11. Limitation of Liability

The User and/or Visitor understands, acknowledges and agrees that the risks for the use of the Services offered are their responsibility and not VMETRIX. Further, the User and/or Visitor acknowledges that VMETRIX and its Services may eventually be unavailable due to technical difficulties, periods of preventive maintenance, connectivity failures or any other circumstance beyond VMETRIX's control. In such cases, efforts will be made to restore the Services as quickly as possible, without being liable to VMETRIX to the User for any damages caused or related to the suspension of the Services.

In addition to this, the User or Visitor, by accepting these Terms and Conditions, releases VMETRIX from all responsibility related to the content of the Services. In particular, and without the following list being exhaustive:

a. VMETRIX is will not be responsible to Users, Visitors, or third parties for damages that are the direct or indirect consequence of the interruption, suspension, or termination of the services offered, as well as those damages that can be estimated to derive from the interaction between VMETRIX's Services and the computer, tablet, or mobile phone through which the User connects, nor for the damages that Users may suffer from the presence of viruses, elements that may offend or be considered harmful by the User, or any other element that could be introduced by a third party unrelated to VMETRIX.

b. In addition, in case of VMETRIX's liability, in no event shall the damages to be paid include, and VMETRIX shall never be liable for any amount for indirect damages or for damages or losses due to loss of profit, including those of third parties even when the possibility of such damages and/or losses has been notified in advance. Likewise, no claim, demand, request for mediation or arbitration, or cause of action may derive from an event or events that occurred more than a year from the date of the claim or request for mediation or arbitration.

c. VMETRIX will also not respond in any way in cases of inappropriate use of the Services made available to the User or Visitor, such as using the Services and/or the equipment in any way that could damage, disable, affect or overload the databases or servers of VMETRIX; upload, notify, or in any other way transmit or distribute through the VMETRIX Services any item, including, without any limitation, electronic viruses, trojan horses, worms, spamming, automatic shutdown mechanisms, or any other disruptive system, program, or file; interfere with the security of VMETRIX's electronic systems; infringe commercial patents, registered trademarks, commercial and industrial secrets, publicity rights, or any other proprietary rights of any natural or legal person, collectives, etc.; prevent or interrupt the use of the system by persons authorized by VMETRIX; use automatic programs, mechanisms or manual processes to monitor, copy, summarize, or extract information in any other way from VMETRIX's own servers; use the accounts and keys of other Users, or any other information without the prior written consent of VMETRIX; upload, distribute or disseminate, from the equipment used to comply with these Terms and Conditions, threatening, harassing, defamatory, obscene, pornographic, fraudulent, deceptive material or information, or that in any other way could be offensive against the law, good manners, or violate the rights of third parties.

d. Furthermore, VMETRIX is not responsible for the loss or eventual damage that the files sent and /or stored by the User or Visitor for the provision of the Services may suffer, whether due to technical problems, their own actions or those of their dependents. At any time and at its sole discretion, VMETRIX may review the files that are sent to it for the provision of the Services and may refuse to process them when they, in its judgment, infringe the terms established in this document and/or with the law. In these cases, VMETRIX is also authorized to delete the referred files or send them to the competent authority, if appropriate.

e. VMETRIX assumes no responsibility for damages that the User, Visitor, or third parties may suffer due to: (i) the inappropriate use of the elements that make up the content of the Services; (ii) the violation or affectation of any industrial or intellectual property right, industrial secret, personality rights, or any other right of third parties, derived from the dissemination, exploitation or storage of any element of the Services; (iii) the commission of acts of competition or unfair advertising by any third party on the Services; (iv) the lack of precision, relevance, detail or truthfulness of the content and result of the Services; (v) the fact that the Services do not meet the User's expectations or the information is not useful for any specific purpose of the same; (vi) any incompatibility of systems or lack of updating of computer applications; (vii) the operation of any of the hypertexts or links (links) contained in the Services, as well as the quality, legality, reliability and usefulness of the products, services, data or any elements of the contents in the linked pages; and, (viii) in general, any damage or prejudice derived from any type of content of the platform.

f. Each User or Visitor will be legally responsible for the following behaviors:
• Incorrect use of the site or the information it contains;
• Use of the site, its services, or the information it contains for unlawful purposes or effects;
• Causing disablement, delay, deterioration or damage to the site, its services or the information it contains;
• Unauthorized reproduction, total or partial, commercialization, distribution, publication or modification of information;
• Falseness in statements provided by the User through the Services.

g. In addition, VMETRIX declares that no information, suggestion, or advice appearing as a result of the Services substitutes professional advice in personal matters, legal, tax, accounting, financial or any other kind, the User should deal with these issues directly with the appropriate professional.

h. In any case, and regardless of the form of action, judicial or extrajudicial, where VMETRIX's responsibility is determined, whether contractual or non-contractual, for minor or major fault, negligence or breach of warranties, in any case, it will be limited to, and can never exceed, in an accumulated form for all claims, actions, or causes of action, of any type or nature, the total of the amounts paid by the User to VMETRIX under this Contract, excluding taxes and expenses, in the two-month period prior to the date of the event that caused VMETRIX's liability.


12. Indemnity

The User or Visitor must indemnify and hold VMETRIX, its shareholders, workers and/or collaborators harmless from any loss, claim, demand, litigation, damage, cost of any kind, including but not limited to, fees, litigation costs charged by lawyers as a result of the misuse of the website or for expenses that come from or are related to the infringement of the provisions contained in these Terms and Conditions, as well as those derived from violations of the rules on Privacy Policies contained on the website.


13. Miscellaneous

13.1 The fact that VMETRIX and the User waive, omit or delay in enforcing the fulfillment of any obligation established in this document, in the face of any non-compliance by the User or VMETRIX, will not constitute a waiver of their rights in the event of any subsequent non-compliance or of another obligation of the corresponding 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 the stipulations of this document will not affect the validity and enforceability of the other provisions of the same, which will remain in full effect and force.

13.3 In the event that the User becomes aware that any of the provisions contained in this document is contrary to current legislation, they must immediately communicate it to VMETRIX.

13.4 VMETRIX and the User acknowledge that the legal relationship that binds them is strictly civil in nature and, in this sense, does not intend to create, and nothing provided in this document should be interpreted as creating a labor relationship between them or with the personnel that either of them allocates to the fulfillment of their obligations, not generating under any circumstance a bond of subordination or dependence due to the provision of the Services by VMETRIX.

14. Modifications of the Terms and Conditions / Legal Notices

VMETRIX reserves the right, at its sole discretion, to unilaterally modify, alter, add or remove portions of these Terms and Conditions, as well as its legal notices at any time. We recommend that you review this document each time you visit the website or use the Services of VMETRIX. This document was created and published on the Website during the month of August in the year 2023.