Terms and Conditions of Use — Ceibo API

For the purposes of these Terms and Conditions (hereinafter, the “Terms”), the following terms shall have the meaning assigned to them below, whether used in the singular or the plural:

• ●Ceibo: the company that owns and operates the API that is the subject of these Terms.
• ●API / Service: the application programming interface provided by Ceibo under a Software as a Service (SaaS) model, through which certain information is made available to the Client in accordance with the Documentation.
• ●Client: the individual or legal entity that subscribes to the Service through the Site.
• ●Site: Ceibo’s website through which the Service is subscribed and the current Prices and Plans are published.
• ●Account: the profile registered by the Client on the Site to subscribe to, manage, and consume the Service.
• ●Plan: the subscription tier selected by the Client, with its usage limits, request volume, and associated conditions, as published on the Site.
• ●Credentials: the keys, tokens, API keys, or any other authentication mechanism that Ceibo provides to the Client for access to the API.
• ●Documentation: the technical manuals, integration guides, and specifications that Ceibo makes available to the Client for use of the API.
• ●Confidential Information: any information of a technical, commercial, or other nature that one Party receives from the other in connection with the Service and that is not publicly known.

Ceibo makes available to the Client, under a SaaS model and by paid subscription, access to the API for obtaining the information described therein.

The Service consists exclusively of providing access to the API and to the information transmitted through it. These Terms do not entail the provision of development, consulting, professional advisory, or any other services different from those described herein.

Use of the API implies full acceptance of these Terms and of the Documentation in force at the time of subscription.

Subscription to the Service is completed through the Client’s registration on the Site and acceptance of these Terms.

The Credentials are personal, unique, and non-transferable. The Client is solely responsible for their safekeeping and confidentiality and for all activity carried out through their use, and must notify Ceibo immediately of any unauthorized use.

The Client represents that the information provided for the subscription is truthful and undertakes to keep it up to date.

The Client undertakes to: (i) use the Service in accordance with the Documentation and applicable regulations; (ii) provide Ceibo with the cooperation, information, and access reasonably necessary for the provision of the Service; (iii) keep its subscription and billing information up to date; and (iv) pay the agreed fees when due.

Delays or breaches by the Client of its cooperation obligations that prevent or delay the provision of the Service shall not be attributable to Ceibo.

The development, integration, configuration, maintenance, and proper functioning of the Client’s own systems, applications, or developments that consume the API are the sole responsibility of the Client, who must have the technical, human, and connectivity resources necessary for that purpose.

Ceibo does not provide development or integration support services, unless expressly agreed in advance in writing, in which case an additional charge may apply.

Ceibo shall not be liable for errors, failures, delays, or results arising from incorrect integration, from use of the API contrary to the Documentation, or from the Client’s own developments.

The Client may use the API exclusively in accordance with the Plan, the request volume (rate limits), and the other usage conditions subscribed through the Site.

Ceibo may establish technical usage limits (number of requests per unit of time, data volume, enabled users, among others). Use above such limits may give rise to an additional charge, temporary limitation of access (throttling), or suspension of the Service, as reported by Ceibo on the Site or in the Documentation.

The following is expressly prohibited:

• ●Using the API for purposes other than those authorized in the subscription, or exceeding the usage limits established by Ceibo.
• ●Sublicensing, reselling, assigning, franchising, or making the API available to third parties outside the Client, without Ceibo’s prior written authorization.
• ●Using the information or results obtained through the API to develop, train, or feed products, models, or services that compete with Ceibo.
• ●Reverse engineering, decompiling, or disassembling the API or any of its components.
• ●Breaching or attempting to breach the security, authentication, or technical limit mechanisms of the API.
• ●Using the API for unlawful purposes, or in a manner that affects its normal operation, its security, or the access of other clients.
• ●Using the API in applications or processes that are critical to the life, health, or safety of persons, without Ceibo’s prior written validation, contingency planning, and authorization.

Breach of any of these prohibitions or limitations shall entitle Ceibo to suspend or terminate the Client’s access immediately, without prejudice to any other actions that may apply.

The prices of the Service are those published by Ceibo on the Site, in the Prices and Plans section, and are expressed in United States Dollars (USD).

Ceibo may modify or update the prices of the Service at any time and at its sole discretion, notifying the Client at least thirty (30) calendar days before they take effect. The new prices shall apply from the billing period following such effective date; adjustments shall not be retroactive nor affect periods already billed.

Subscription to the Service implies acceptance of the price and Plan in force at the time of subscription, as published on the Site.

Payment is made according to the frequency and payment method reported on the Site. Prices do not include taxes, fees, or contributions, which shall be borne by the Client.

Failure to pay on the scheduled dates shall accrue, without the need for prior notice, the default interest that Ceibo reports on the Site, without prejudice to the provisions of the Service Suspension for Non-Payment section.

The price of the Service includes the updates, improvements, and corrections that Ceibo implements on the API.

The operation of the Service depends on cloud infrastructure provided by third parties. Ceibo shall not be liable for interruptions, delays, failures, data loss, or unavailability of the Service attributable to such infrastructure providers.

All information, content, and results obtained through the API are provided “as is” and “as available,” without warranties of any kind, express or implied, including without limitation warranties of accuracy, completeness, timeliness, merchantability, or fitness for a particular purpose.

The Client is responsible for assessing the suitability of the information obtained for its own purposes and for verifying it through the sources it deems appropriate before using it.

The final decision on the use, interpretation, application, or implementation of the information obtained through the API is the sole responsibility of the Client. Ceibo does not make decisions on behalf of the Client nor guarantee the results derived from its application.

In the event of errors or failures of the API attributable to Ceibo, the Client’s exclusive remedy and Ceibo’s entire liability shall consist of correcting the error within the timeframes and terms set forth in the SLA Annex. If Ceibo is unable to correct the error, the Client may terminate the Service and request a pro-rata refund of the amounts paid for the unused period.

All intellectual property rights over the API, its Documentation, developments, software, databases, and other assets are the exclusive property of Ceibo or are used under license.

The Client acquires no rights over such intellectual property through use of the Service, other than the right of use granted herein during the term of the subscription.

Each Party undertakes to keep confidential the Confidential Information it receives from the other Party in connection with the Service, and to use it exclusively for the purposes of these Terms.

This obligation does not extend to information that must be disclosed by legal requirement or by a competent authority, nor to information that is or becomes publicly known without fault of the receiving Party.

The confidentiality obligation shall survive during the term of the Service and for a period of two (2) years after its termination.

The processing of personal data that the Client provides to Ceibo, or that Ceibo processes on behalf of the Client in connection with the provision of the Service, is governed by Ceibo’s Privacy Policy available on the Site, which forms an integral part of these Terms.

Subscription to and use of the Service imply acceptance of Ceibo’s Privacy Policy. Ceibo may modify the Privacy Policy at any time, with the version in force published on the Site being applicable.

The Client shall be responsible for having the lawful bases necessary to transmit to Ceibo, through the API, any personal data of third parties that it uses in the context of the Service.

CEIBO’S TOTAL LIABILITY TO THE CLIENT, FOR ANY CLAIM RELATED TO THE SERVICE, WHETHER CONTRACTUAL OR NON-CONTRACTUAL IN NATURE, SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY THE CLIENT TO CEIBO IN THE THREE (3) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

In no event shall Ceibo be liable for indirect damages, loss of profits, loss of data, loss of business, or loss of opportunity, even if it had been advised of the possibility of such damages.

This limitation of liability shall not apply to damages caused by Ceibo’s willful misconduct, duly proven in court.

The Client shall indemnify and hold harmless Ceibo, its directors, employees, and representatives, against any claim, damage, loss, or expense (including reasonable legal fees) arising from: (i) use of the Service in violation of these Terms or applicable regulations; (ii) the Client’s own developments, integrations, or applications; or (iii) the information that the Client transmits or processes through the API.

Ceibo may suspend, without the need for prior judicial or extrajudicial notice, the Client’s access to the API in the event of default or non-payment, subject to notice by email, and until the debt is settled.

Suspension does not release the Client from its payment obligation or from any applicable interest or surcharges. If the debt is not settled within ten (10) calendar days of notice of the suspension, Ceibo may terminate the Service, without prejudice to any applicable collection actions.

The subscription shall have the term and renewal conditions indicated on the Site at the time of subscription. If no specific term is indicated, the Service shall renew automatically for successive periods equal to that of the original subscription, unless one of the Parties communicates its intention not to renew with the notice indicated on the Site.

Either Party may terminate the Service without cause, by notice with the advance period indicated on the Site or, failing that, with thirty (30) calendar days’ notice.

Termination of the Service does not release the Client from paying the amounts owed up to the effective termination date. The provisions relating to Intellectual Property, Confidentiality, Personal Data, Limitation of Liability, Indemnification, and Governing Law and Jurisdiction shall survive termination of the Service.

Ceibo and the Client are independent parties. Nothing in these Terms creates a partnership, agency, franchise, employment, or representation relationship between the Parties, nor authorizes either of them to assume obligations on behalf of the other.

The Client may not assign its contractual position or the rights or obligations arising from these Terms without Ceibo’s prior written consent.

Ceibo may subcontract to third parties, including cloud infrastructure providers, the total or partial provision of the Service, remaining liable to the Client for its performance in accordance with these Terms.

Ceibo may modify these Terms at any time. Substantial modifications shall be communicated to the Client at least thirty (30) calendar days before they take effect. Continued use of the Service after that period shall imply acceptance of the updated version.

Notices between the Parties shall be made by email, to the addresses reported by the Client at the time of subscription and by Ceibo on the Site, without prejudice to the specific channels provided for support in the SLA Annex.

Ceibo shall not be liable for breaches arising from events of force majeure or acts of God, including circumstances beyond its reasonable control.

The nullity or unenforceability of any provision of these Terms shall not affect the validity of the remaining provisions, which shall continue in full force and effect.

The failure to exercise or the delay in exercising a right by either Party shall not constitute a waiver of such right.

These Terms, together with the Documentation and the Privacy Policy, constitute the entire agreement between the Parties with respect to their subject matter, and supersede any prior understanding, written or verbal, on the same matter.

These Terms are governed by the laws of the Argentine Republic. Any dispute arising from their interpretation, execution, or performance shall be submitted to the ordinary courts seated in the Autonomous City of Buenos Aires, waiving any other venue or jurisdiction that may apply.

This Annex forms an integral part of the Terms and governs the handling of support requests related to failures or incidents in the operation of the API.

Single Contact Channel

The Client must channel all support requests exclusively through the email address hello@ceibo.me. Requests received by any other means shall not be considered received for the purposes of this SLA.

Support hours: business days from 9 a.m. to 6 p.m. (Argentina).

Criticality Levels and Response Times

The response time indicated corresponds to a first acknowledgment of receipt and preliminary diagnosis of the request by Ceibo, and does not imply a commitment to definitive resolution within that timeframe.

This SLA does not apply to failures or unavailability attributable to third-party cloud infrastructure providers, nor to events of force majeure, in accordance with the provisions of the Updates and Cloud Availability and Force Majeure sections of the Terms.