DEFINITIONS
Client: the person named in the Proposal or Contract and who celebrates this instrument, to integrate the Advertising Contract.
Agreement: this contract for the provision of advertising services, which is entered into between the Client and CondoTulum and is integrated as described in clause 12.2 hereof.
Consideration: the amount indicated in the Proposal or Contract, also called price or cost, which corresponds to the payments that the Client must make for the provision of the advertising services object of this Contract.
Start Date of the Contract Validity: date of execution of this Contract, indicated in the Proposal or specific Contract of each Client.
Effective Date of Completion of the Contract: date of termination of the validity of this Contract.
Confidential Information: all information and data, in whatever form it is transmitted or presented and whether technical or commercial, disclosed by CondoTulum to the Customer or obtained or received by the Customer as a result of entering into or fulfilling its obligations under this Agreement, together with any information related to the provisions and subject matter of this Agreement (including Fees and the nature of products and services provided under this Agreement) and any other information clearly designated by CondoTulum as confidential, or by its nature must be treated as confidential (whether or not marked as "confidential") that may come into the possession of Client or any of its personnel as a result of or in connection with this Agreement.
CondoTulum: the platform or website, referred to in this way because it is the name of the brand operated by said company.
Party(s): Customer or CondoTulum, interchangeably, when used in the singular. In the plural, it will refer to the Client and CondoTulum, jointly.
Initial Period of Validity of the Contract: that indicated in the Proposal or Contract of this Contract.
Advertising Period: each period –of the same duration as the Initial Term of the Contract– generated when this Contract is automatically renewed.
Property/Properties: the property or properties that the Client publishes, for sale or rent, on the Website.
Intellectual Property of CondoTulum: refers to know-how, trademarks, patents, copyrights, design rights (registered or unregistered), database rights and all other intellectual property rights of the Services/Products and the Websites (as defined below). For the purposes of this Contract, industrial and intellectual property rights are understood to include, among others: copyrights, database rights, moral rights and any similar rights subject to registration or not in Mexico and in any other country, such as is the content of the Website, including any audio, photographs, graphics, illustrations, code, data and materials, as well as the look and feel and design of the Website.
Claim: any claim, demand, notice, notice, subpoena, instruction, summons, order, action, right of action, litigation or proceeding, as well as the series of related Claims arising out of the same act, omission, event, circumstance, matter or facts.
Website: The portal, platform, and system associated with the CondoTulum, available at https://Condo.mx/
The Client declares and guarantees that:
- 1. It is a natural person, or a legal entity – duly constituted in accordance with the laws of the United Mexican States – fully capable of being bound by the terms of this Agreement, who expresses their willingness to enter into the present Agreement and/or has the legal faculties for it, in name and representation of the Client.
2. The data provided in this Contract, including the Billing Information, corresponds to the Client, is correct and truthful, and has the authorization or legal power to promote the Property(s), including its publication on the Website .
3. At all times it will comply with the legislation that is applicable to it and, at the time of entering into the Contract, there is no legal impediment to it.
4. It is your will to enter into this Agreement with CondoTulum in order to publish Properties on the Website, in accordance with the specifications indicated in the Proposal or Contract, and in this sense, that you know, understand and agree to be bound by the terms of this Contract.
CondoTulum represents and warrants that:
- 1. It is a commercial company duly constituted in accordance with the laws of the United Mexican States, and its legal representative has sufficient legal powers to enter into this Agreement.
2. It is empowered to provide advertising services in electronic media, including the advertising of Properties, which are owned or have been entrusted for sale or rent to third parties, such as individuals, builders, promoters, developers, marketers and real estate agents, all independent of CondoTulum.
3. At all times it will comply with the legislation that is applicable to it and that, at the time of entering into the Contract, there is no legal impediment to it.
4. It is your will to enter into this Contract with the Client in order to allow you to publish Properties on the Website, in accordance with the conditions established in the Proposal or Contract and these Terms and Conditions.
1. OBJECT
Subject to payment of the Consideration, CondoTulum will authorize the Client to publish Properties on the Website, in order for them to be offered and promoted for sale or rent with the users of the Website. CondoTulum may provide additional promotional services related to the publications, in case they are indicated in the Client's Proposal or Contract. The modalities of the provision of the services referred to in this Contract, such as the number of Properties that may be published by the Client, the additional services, terms of validity, and other commercial terms and conditions will be those that are indicated in the Proposal. o Customer Agreement. The Client undertakes to comply with the obligations under his responsibility, as well as to respect the conditions contained in the Proposal or Contract, as well as in these Advertising Terms and Conditions.
The Client undertakes to refrain from publishing partially or totally pre-sale Properties without the express written authorization of CondoTulum, as well as Properties that are part of a Real Estate Development.
The Client acknowledges and accepts that each Contract includes, within the agreed Consideration, an associated account for the administration of Properties within the Website. In the event that the Client wants to associate additional accounts to his Contract, he must cover the cost indicated in the Proposal or Contract.
The Parties acknowledge and accept that the services provided by CondoTulum are limited to the publication of the properties on the Website, as well as the additional services indicated in the Proposal or Contract, without this implying that CondoTulum is obliged to mediate the transactions related to the Properties, nor to verify the veracity of the data provided by the Users of the Website.
2. CONSENT
The Client may express their consent and acceptance of these Terms and Conditions through any of the following means:
- a) When making the payment –whether total or partial, according to what is indicated in each case– using the reference provided by CondoTulum for this purpose. In these cases, the Client guarantees that he has the powers to express the consent of the person indicated in the Proposal or Contract as Client.
b) When sending to CondoTulum a copy of the Contract, signed, either using digital signatures, or using autograph signatures, according to what is indicated in numeral 12.10.
c) By expressly expressing your acceptance, through the technological applications that CondoTulum may make available.
3. CONSIDERATION AND PAYMENT
Customer agrees to pay CondoTulum As Consideration for the services detailed in the Proposal or Contract, the amounts indicated as price or cost in the same document plus the corresponding Value Added Tax (“VAT”). CondoTulum acknowledges and accepts that you will not receive any commission for the execution of sales, lease or other contracts with respect to the Properties published on the Website.
The Client undertakes to pay the Consideration, in accordance with the specifications indicated in the Proposal or Contract, with the understanding that payments will be made in advance, at least five days prior to the start date of the Initial Period of Validity of the Contract, or Publicity Period, as appropriate, in order to ensure the provision of the services object of the Contract.
Payments may be made by deposit and/or transfer to the bank account indicated by CondoTulum to the Client, using the reference provided for this purpose by CondoTulum, or through the payment intermediaries designated by CondoTulum, communicated to the Client to make the payment using the links and/or information provided by Condo and subject to the terms and conditions of each one of them, as the case may be.
In the event that the Client does not pay the Consideration or any of its partial payments in a timely manner, CondoTulum will be empowered to: (i) charge default interest equivalent to the application of the rate established in article 2395 of the Federal Civil Code, for the period of delay in compliance with this obligation; (ii) suspend the provision of services and terminate the Client's subscription to the Website until the outstanding payment is settled; and/or, (iii) terminate this Contract in accordance with the provisions of this Clause and the following Termination and Validity Clause. In either of the two cases, without the action exempting the client from making pending payments in the agreed terms.
CondoTulum will grant the Client a reference through which the latter will make his payments, so that they can be recognized. The Client undertakes to use this reference in all transactions covered by this Agreement, as well as in all payments made to CondoTulum. Customer acknowledges and agrees that, by not doing so, CondoTulum will not be responsible in case of not being able to locate the payment made. In this case, CondoTulum may request the Client additional information from the Client to be able to compare the payments, such as the supporting documentation of the transaction. In the event that the Client does not use the assigned reference and does not have proof or support of the payment, it will be considered as not made, since it cannot be recognized by Condo.
The Client may make advance payments without this generating any type of additional charge.
The Parties agree that, in the event of Client's breach of its obligations, CondoTulum may charge the Client the entire amount due under this Agreement as a penalty, and may unilaterally terminate the Agreement in advance.
CondoTulum may charge the Client the value added tax ("VAT") or, any tax on sales, turnover, or of any nature that may be imposed on the transactions subject to this Contract, by the competent authorities, as required by applicable law.
4. INTELLECTUAL PROPERTY
Your warrants that you have the rights to use, display and transmit any photographs, videos or materials you may provide to CondoTulum so that the latter can carry out the services that are the object of this Agreement and undertakes to refrain from: (i) performing or attempting to perform any acts that could affect or invalidate the Intellectual Property of CondoTulum; and, (ii) obtain or request the registration of the Intellectual Property of CondoTulum, or some combination thereof. The Customer agrees to inform CondoTulum if you are aware of any third party activity that infringes or may infringe the Intellectual Property of CondoTulum.
Customer acknowledges that CondoTulum is the sole and exclusive owner of all Intellectual Property rights of CondoTulum, as well as rights and related rights of industrial and intellectual property contained in the Website and may not use them without the express written authorization of CondoTulum. The Client acknowledges and accepts that as a consequence of this Contract, it does not acquire any industrial or intellectual property rights when using the Website and is obliged to use it only in accordance with what is indicated in this Contract and in the applicable regulations.
All information provided by the Client to CondoTulum must be authentic, legal and free of viruses, spam, malicious code, etc. In addition, the information provided must not be fraudulent or infringe anyone's rights in any way and must not violate any applicable regulations, including but not limited to any XML feeds and display banners. To the extent that CondoTulum believe that any information provided to you may infringe the rights of any third party or violate any laws and regulations, CondoTulum may, at its sole discretion, remove such information from any of its websites or other media it controls. Furthermore, Customer authorizes CondoTulum to list the Properties and publish the materials sent on other websites, platforms, social networks, or media, so that it can provide additional promotional services, in case the Client has contracted them.
Customer is responsible for providing all advertising material, including but not limited to graphics, data, XML fonts, and display banners. CondoTulum will not be held responsible for the quality of any part of the advertisements. Customer acknowledges that CondoTulum will have the right to make use of all the photographs, images and logos that the Client uses on the Website for an unlimited period, either for the promotion of their properties or the generation of promotional content that CondoCondoTulum see fit.
During the term of this Agreement, Customer grants to CondoTulum a non-exclusive, royalty-free license to use, reproduce and display any of Client's trademarks, names and logos used in the offering of the Properties, so that CondoTulum can provide the services covered by this Contract.
Client agrees to indemnify CondoTulum for any losses, damages, costs, charges, expenses and other liabilities (including, without limitation, reasonable legal fees), incurred or awarded against CondoTulum as a result of, or in connection with: (i) Customer's use of the Intellectual Property of CondoTulum in a manner other than that provided for in this Agreement; and/or, (ii) the use by CondoTulum of any material provided by the Client in contravention of the provisions of this clause.
Notwithstanding the data loading and interactive functionality of the Websites (as defined below), Customer may not, nor will Customer permit others to, modify, decompile, reverse engineer, or disassemble the Websites or the Services / Products or any part thereof.
Customer agrees that CondoTulum may, in its sole discretion and without prior notice to Client, reproduce, display, publish, adapt and otherwise use all advertising materials (including entering into Contracts with third parties for the provision of advertising materials or data derived from them) or provide the services and products referred to in this Advertising Contract both on the Website, as well as on any other web page, application or means of any entity that is associated or forms part of the same group than CondoTulum. During the term of the Advertising Contract, the Client agrees that CondoTulum may identify the Client as the source of the advertising materials on the Websites or on any other website or medium through which the advertising materials or any derivative thereof are published or displayed.
CondoTulum reserves the right to modify the design, structure and presentation of the website without the need to notify the Client in writing.
5. CONFIDENTIALITY:
Customer will use the Confidential Information of CondoTulum to you have access to or become aware of, solely for the purposes for which it was disclosed and you will not disclose or distribute the confidential information to anyone without the prior written consent of CondoTulum, except to third parties who have an essential need to know said information in relation to this Advertising Contract. The Client must: (i) notify any recipient of the Confidential Information of their obligations of protection and confidentiality with respect to the same, before said disclosure, to ensure their compliance with the provisions of this clause ; and, (ii) take all steps reasonably necessary to secure Confidential Information against theft, loss, or unauthorized disclosure.
The Client and its employees, staff, agents or authorized users may disclose confidential information if: (i) it is in the public domain, prior to the date of this Agreement or, after this only when this happens without the Client having breached his obligation of confidentiality; (ii) it was legally received by the Client from a third party, as long as said third party has not in turn breached any duty of confidentiality towards CondoTulum; or, (iii) the disclosure of the Confidential Information is required as a result of legal proceedings and/or is made with the prior written consent of CondoTulum.
Customer agrees and acknowledges that CondoTulum reserves the right to communicate any information that is necessary to comply with applicable legislation or a request from competent authorities without incurring any liability.
6. ACCEPTANCE, MODIFICATION AND REMOVAL OF ADVERTISEMENTS:
CondoTulum may, in its sole discretion and without prior notice to the Client, edit, refuse to post, remove advertisements, remove or modify any posting or part of any posting, which contains the Client's contact details, materials or information that , according to CondoTulum is objectionable, incompatible with the nature of the service provided, or the terms of the Contract, the Terms and Conditions of CondoTulum, our Trademark and Copyright policies, any other of our internal policies or applicable law, without any obligation to refund. CondoTulum may consult with the Client the alternatives to resolve situations such as those described in this paragraph.
The Client agrees to notify CondoTulum within the following 48 (forty-eight) hours of becoming aware of the sale, rental or any change in the status of the Properties to the effect that CondoTulum can make the necessary changes to the Website.
CondoTulum You have the right to reject any advertisement that does not meet your quality standards, for example, duplicate advertisements, incorrect information, among other violations of the applicable terms and conditions.
7. SERVICE PROVISION:
CondoTulum does not warrant that the Website or the services provided, the content or functions, or materials provided will be uninterrupted or error-free or that defects will be corrected, and Customer agrees that CondoCondoTulum will not be liable for any damage, or for any virus that could infect Clients' computers due to access, use or browsing of the Website. The Client understands that the content of the Website and all advertisements are presented "as is", or "as made available", without warranty of any kind, either express or implied. CondoTulum will not have any responsibility regarding the purchase or investment decision or not of the users of the Website and nothing contained in the Website should be interpreted as investment advice, or a recommendation to sell or rent Properties and CondoTulum does not guarantee in any way the success in the sale or rental of Properties by the Client derived from their publication on the Website.
8. PRIVACY AND PRIVACY NOTICE MADE SIMPLE:
The Client undertakes to use the personal data obtained from natural persons derived from this Contract in strict compliance with the Privacy Notice that CondoTulum has made available to you prior to the signing of this Agreement (available for consultation at the following web address: https://Condo.mx/privacy- policy/), as well as in accordance with the provisions of the Federal Law on Protection of Personal Data Held by Private Parties, its Regulations and other applicable legislation.
For those Clients who are natural persons, it is indicated that Condo, as responsible for your data and with the address indicated in the Proposal or Contract, will process your data for the purposes established in this Contract and in adherence to the Comprehensive Privacy Notice that is published on the Website, ( available for consultation at https://Condo.mx/privacy-policy/).
CondoTulum will never request, nor will it be able to receive, information that is likely to be considered "sensitive personal data" such as the Customer's bank, credit or debit card numbers, information related to said cards or other means of payment (usernames, passwords, among others).
9. COMPENSATION:
Client agrees to indemnify and release CondoTulum, its subsidiaries and partners, and their respective directors, officials, workers, agents, representatives, shareholders, partners, successors or assigns, against any Claim, liability, obligation, loss, fine, cost, expense, litigation, sentence and damages or damages, including attorneys' and accountants' fees and expenses, suffered or incurred by CondoTulum and arising from: (i) Customer's breach of its obligations under this Agreement, or (ii) from any Claim filed against CondoTulum by any third party, including users of the Website, or by any authority, whether local, federal or municipal. CondoTulum reserves the right to assume the exclusive defense and control of any matter subject to indemnification by the Client, with the Client obligated to cooperate with CondoTulum in defense of the same.
The parties to this Advertising Agreement agree that the aggregate liability of CondoTulum, before the Client, under this agreement, will not exceed under any circumstances the amount of the Consideration agreed in this instrument.
10. NATURE OF THE CONTRACTUAL RELATIONSHIP:
Each of the Parties is an independent contractor, so nothing herein contemplated shall be considered as constituting any type of company, association, commercial commission or labor contract between the parties or between any of the parties and the employees , contractor or agents of the other. Each of the Parties has its own personnel trained to comply with its obligations under this Contract. By virtue of this, the Parties reciprocally release each other from all labor and other types of liability, each Party being the employer of its own employees and as such is obliged to comply with its own obligations in accordance with the Federal Labor Law and other legislation. applicable, as well as to pay the respective taxes and fees and make the applicable withholdings on the salaries of their own employees.
Client agrees to keep and remove CondoTulum of any Claim (as defined below) that may be brought against you by any employee of the Client, or by any authority, whether local, federal or municipal, related to or resulting from the labor obligations of the Client in front of its employees, agents or subcontractors.
11. TERM AND TERMINATION
The validity of the Contract will begin on the Effective Date of the Contract and will end on the Effective Date of Completion of the Contract. The Initial Period of Validity of the Contract is that indicated in the Proposal or Contract, and will be automatically renewed for periods of the same duration until the Effective Date of Completion of the Contract.
All these deadlines will be binding on the Client, therefore, in case of requesting early termination or rescission of the Contract, the Client waives his right to any refund. Likewise, the early termination or rescission of the Contract, in no case, will release the Client from the payment obligations agreed upon at his expense, in the terms indicated in the Proposal or Contract.
CondoTulum may, at any time, terminate the Agreement early, even in the event of Customer's breach of its obligations, by written notice to the Customer. In these cases, the Effective Date of Completion of the Contract will be understood as the day on which the termination is notified to the Client.
12. MISCELLANEOUS.
12.1 Notifications:
Any notification or communication that must be made, in accordance with this Agreement, must be made in writing by email and will be considered delivered at the time of receipt, verified by automatic receipt or by electronic registration (as appropriate). The Client declares as the email address to receive notifications that indicated in the Proposal or Contract as contact. Notifications to be made to CondoTulum will be carried out to the following email: support@CondoTulum.com.mx
12.2 Integrity of Contract:
This Contract is integrated by: (i) these Advertising Terms and Conditions; (ii) the Proposal or Contract, where the basic commercial conditions are indicated, namely, the description of the products and services that the Client has decided to contract with CondoTulum, as well as the schedule for making payments by the Client; and, (iii) the general terms and conditions, the terms on Copyright, and the policies on Trademarks published on the Website (which are reproduced here as if they were inserted verbatim ); and constitutes the complete and sole agreement in relation to the object agreed upon herein, therefore, all agreements, pacts, letters of intent, contracts or agreement, verbal or written, related to the same object between the Parties are null and void and are replaced by the present contract. If any provision of this Agreement is declared void, said declaration will not invalidate or nullify the remaining provisions of this Agreement.
12.3 Modifications:
Any modification to this Contract, as well as to the services or products indicated in the Proposal or Contract, will only be valid and take effect if it is in writing and signed by both parties.
12.4 Assignment:
The Client may not assign, sublicense, transfer, dispose, encumber or transfer the rights, obligations and services consigned in this Contract to another natural or legal person, without the prior written consent of CondoCondoTulum. Any unauthorized assignment by CondoTulum in these terms, will empower CondoTulum to cancel the service immediately without the Client being able to request a refund of any amount. CondoTulum may assign, encumber, transfer, sublicense, transfer or otherwise dispose of the rights and obligations set forth in this Agreement, without the consent of the Client, at any time.
12.5 Tax Obligations:
The tax obligations derived from this Contract will be the responsibility of the corresponding Party, which must comply with said obligations under its responsibility in accordance with the provisions of current tax legislation. CondoTulum reserves the right to charge the Customer the amount corresponding to VAT as required by applicable law. Also, CondoTulum reserves the right to increase its prices proportionally to any tax on sales or turnover that is applicable to it in accordance with current laws.
12.6 Disclaimers:
The fact that any of the parties does not assert or does not exercise, or exercises in a partial, sole or defective way, any right, resource, power or privilege granted to said party by virtue of this Advertising Agreement will not constitute a waiver or a partial waiver of any right, remedy, power or privilege, nor will it prevent the exercise or performance of any other right, remedy, power or privilege at any time thereafter. Any waiver of any right, remedy, power or privilege will only be effective if made expressly and in writing.
12.7 Additional Information:
The Client undertakes to provide, at any time, even once the Contract has concluded, the additional documents that are necessary for the preparation of files related to the provision of the service and the verification of the identity of the recipient, of according to the provisions of the applicable regulations.
Customer acknowledges and agrees that CondoTulum may request the necessary tax information for the issuance of invoices, which must be provided by the Client within 24 (twenty-four) hours after CondoTulum prompts you. If this term is not adhered to, CondoTulum may invoice the amounts received in accordance with the applicable regulations for transactions carried out with the general public. The Client guarantees that all the tax information provided will be true, updated and complete.
12.8 Conflicts:
To the extent there is a conflict between the Advertising Conditions and the General Conditions, the language used in the Advertising Conditions shall prevail, unless expressly stated otherwise.
12.9 Applicable Law and Jurisdiction:
For the interpretation, execution and fulfillment of this Agreement, the Parties expressly submit to the laws applicable in Mexico and to the jurisdiction and competence of the competent courts in Mexico City, Federal District, waiving any other jurisdiction that may correspond to them due to to their present or future addresses or for any other reason.
12.10 Copies and Signatures:
The Parties acknowledge and accept that this instrument may be executed in one or more copies (including original copies and electronic media). Each copy will be considered, for all legal purposes, as an original whose electronic or scanned signature will be comparable to the original handwritten signature and all the copies as a whole will constitute the same instrument.
Copies of this instrument may be signed by electronic signatures or scanned autograph signatures, which will be considered as original autograph signatures for the purposes of this agreement, all matters related to it, such signatures having the same legal effect and binding than original handwritten signatures in accordance with the provisions of the applicable legislation (the Commercial Code and the Federal Civil Code, as well as the correlative articles of the civil codes of the states of the United Mexican States). Through the use of said signatures, the Parties express their willingness to enter into the Contract
By using digital signatures, the Parties acknowledge being bound in terms of the first paragraph of article 97 of the Commercial Code, on which the electronic signature is reflected together with all the data contained in a data message or that are logically associated by algorithms or technological flows, to generate rights and obligations to the Parties. Likewise, the Parties declare, through the issuance of the electronic signature, that they have sufficient powers to be bound on behalf of their representatives and that their intention will prevail for evidentiary purposes; thus, it also guarantees that the signature creation data such as passwords or any other electronic means authorized by the tool come from the Client and that they are under its unique, exclusive, confidential and unalterable access and control.
The Parties agree, acknowledge and accept that copies of this agreement signed by electronic or scanned signatures may be presented as evidence in any legal proceedings arising from or in connection with this Agreement as if they were original autograph signatures (including for the purposes of of the provisions of the Code of Commerce and the Federal Code of Civil Procedures, as well as the correlative articles of the codes of civil procedures of the federal entities of the United States of Mexico). Likewise, the Parties agree that they may download the attached documents and safeguard electronic copies of them once they are electronically signed. However, each party will be responsible for the treatment and destination given to said documents once downloaded.
In the event that any of the Parties so requests, the parties agree that, despite the electronic or scanned signature, they must deliver to the other Party, a copy of this instrument signed by hand and in original.