The following terms and conditions (the “Terms of Service”) apply and continue to apply from your first use of the services provided
on pymescapital.com.mx (the “Site”). Please read the Terms of Service and make sure you understand them. Your use of the Services
(as defined in Clause A below) constitutes your agreement to be bound by these Terms of Service. If you do not agree with the terms
of these Terms of Service, then do not use the Services. You should review these terms periodically, and each use of the Service is
subject to the then-current form of the Terms of Service.
In addition, you may not access the Services if you are our direct competitor, except with our prior written consent. In addition,
You may not access the Services for purposes of monitoring their availability, performance, bags, security vulnerabilities, or
functionality, or for any other benchmarking or competitive purposes, except with our prior written consent.
The Services are run by Pymes Capital Inc. and its subsidiaries (“Pymes Capital”, “we” or “us”). We make certain software
applications and platforms available to customers on our Site for the purposes of providing a business network and support the
exchange of business information between each other, and identify asset purchase opportunities. Certain of the Services may be
provided by our subcontractors acting on our behalf.
It is agreed as follows:
- The definitions and rules of interpretation in this clause apply in the Terms of Service.
|means those employees, agents and independent contractors connected to you who are authorized by you to use the Services and
|means any day which is not a Friday, Saturday, Sunday or public holiday in the United States or Israel.
|means the financial data or other information inputted by you, the Authorized Users, or us on your behalf for the purpose of
using the Services or facilitating your use of the Services.
|means the document made available to you online via the Site or such other web address notified by us to you from time to
time which sets out a description of the Services and the user instructions for the Services.
|Electronic data interchange is the electronic transfer, from computer to computer, of commercial and administrative data
using an agreed Standard to structure an EDI Message.
|An EDI Message consists of a set of segments, structured using an agreed Standard, prepared in a computer readable format
and capable of being automatically and unambiguously processed.
|means the services described in Clause C of the Terms of Service.
|Set of internationally agreed standards, directories and guidelines for the electronic interchange of structured data, and
in particular, interchange related to trade in goods and services, between independent computerized information systems.
|means the online software applications provided by us as part of the Services.
|means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely
affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or
any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or
data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in
whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other
similar things or devices.
- Clause headings shall not affect the interpretation of the Terms of Service.
- A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that
person’s legal and personal representatives, successors or permitted assignments.
- A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or
- Words in the singular shall include the plural and vice versa.
- A reference to one gender shall include a reference to the other genders.
- A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any
amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
- A reference to writing or written includes faxes but not email.
- References to clauses are to the clauses of the Terms of Service.
- Use of the Services
- As a condition of your (“you” or “your”) use of the Site and the Services, you agree that:
- You are at least 18 years of age;
- You are using the Services (as defined at Clause C below) on behalf of a company or other legal entity;
- You have the authority to bind your company or other legal entity and its affiliates to the Terms of Service;
- You are using the Services in the course of business, and not as a private individual or consumer;
- You are not barred from using our Services under applicable law;
- You will not attempt to use the Services with crawlers, robots, data mining or extraction tools or any other functionality;
- Your use of the Site and the Services will at all times comply with these Terms of Service;
- You will only engage in transactions that comply with the letter and spirit of these Terms of Service;
- You have the right to provide any and all information you submit through the Site and Services, and the information and all such
information is accurate, true, current and complete; and
- You will update and correct information you have submitted through the Site and Services and ensure that it is accurate at all
times (out-of-date information will invalidate your account).
- Subject to your compliance with the terms and conditions contained in the Terms of Service, we hereby grant to you a
non-exclusive, non-transferable right to use the Services solely for your internal business operations.
- You shall not, and shall not permit Authorized Users, to access, store, distribute or transmit any Viruses, or any material during
the course of your use of the Services that:
- are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitate illegal activity;
- depict sexually explicit images;
- promote unlawful violence;
- are discriminatory based on race, gender, color, religious belief, sexual orientation, disability, or any other illegal activity;
- cause damage or injury to any person or property.
- You shall not, and shall not permit the Authorized Users to:
- except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or
distribute all or any portion of the Software in any form or media or by any means; or
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the
- access all or any part of the Services in order to build a product or service which competes with the Services; or
- use the Services to provide services to third parties, except where explicitly indicated on the Site; or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make
the Services available to any third party except you or the Authorized Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under
this Clause B.
- You shall use all reasonable efforts to prevent any unauthorized access to, or use of, the Services and, in the event of any such
unauthorized access or use, promptly notify us.
- We reserve the right, without liability to you, to disable, suspend or terminate your access to the Services, the Site, your
account or any material if you breach any provision of the Terms of Service.
- Subject to your compliance with the Terms of Service, we will provide the following services to you:
- access to the Software through the Site;
- the business network and electronic business documents including an electronic invoicing system, and other tools and services
provided through the Site and by our application programming interface (“API”) made available via the Site;
- all software, data, text, images, sounds, video and content made available through the Site, or developed via our API (the
- any new features added to or augmenting the Service.
- You acknowledge that we may charge a fee for your use of certain of the above features (e.g. Additional Services) if those
features are advertised on the Site as available for purchase (the “Paid Services”) and such fees will be charged in accordance
with Clause I.
- We will use our reasonable efforts to publish on the Site or notify you about any planned downtime of the Services, and will use
reasonable efforts to contact you directly via email to warn you prior to suspension or termination of your account on the Site.
- EDI Terms Governing the Use of Electronic Invoices and Exchange of Other Business Documents
- EDI Messages
- You agree to comply with the following EDI terms set out in this Clause D (the “EDI Terms”). The EDI Terms apply between you and
other users of Pymes Capital when you accept a network connection from or invite a network connection with a user (you and the
relevant user are hereby referred to as the “EDI Parties” or “EDI Party” as applicable). The EDI Terms are applicable to and apply
between the EDI Parties for the duration of your use of the Services. Where you send an invoice or other EDI Message to a user
with whom you are not connected on Pymes Capital, these EDI Terms shall not apply.
- EDI Parties agree to issue and receive invoices and/or other business documents by the use of EDI through the Site and subject to
the technical and functional specifications of the Site as published by Pymes Capital from time to time, including as varied by
Pymes Capital giving notice to either party. In case of electronic invoice, the receiver shall notify the sender whether it
intends to receive the original tax invoice or a summary invoice in paper format in addition to receiving invoice data through
- Consistency with National Laws: Each EDI Party is responsible to ensure that the use of the Site to exchange EDI Messages is not
inconsistent with the law of its own respective country, the application of which could restrict the use of Pymes Capital or the
content of an EDI Message, and shall take all necessary measures to inform, without delay, the other party of any inconsistencies
or prohibitions. Pymes Capital makes no representation or warranty that an EDI Party’s use of the Pymes Capital Site or Services
complies with the requirements of their respective jurisdictions, including the requirement of their respective tax authorities,
and Pymes Capital shall have no liability in the event use of the Site or Services violates such laws.
- Obligations of the EDI Parties: EDI Parties undertake to implement and maintain security procedures and measures in order to
ensure the integrity of its access to the Site, its use of the Services, and its Pymes Capital account to guard against the risks
of unauthorized access, alteration, delay, destruction or loss.
- Confidentiality Obligations:
- EDI Parties shall ensure that EDI Messages containing information specified to be confidential by the sender or agreed mutually to
be confidential between the EDI Parties, are maintained in confidence and are not disclosed or transmitted to any unauthorized
persons nor used for any purposes other that those intended by the EDI Parties.
- When authorized, further transmission of such confidential information shall be subject to the same degree of confidentiality.
- Public Domain: EDI Messages shall not be regarded as containing confidential information to the extent that such information is in
the public domain.
- Personal Data Protection: Where EDI Messages which include personal data are sent or received in countries which do not have any
data protection laws, each EDI Party agrees, at a minimum, to comply with the provisions of Clause D.4 with respect to such EDI
- Exclusion of Liability: You agree that no EDI Party shall be liable for any special, indirect or consequential damages caused by a
failure to perform its obligations contained in and relating to the EDI Terms.
- Force Majeure: EDI Parties shall not be liable for any loss or damage suffered by the other party caused by any delay or failure
to perform in accordance with the provisions of the EDI Terms, where such delay or failure is caused by an impediment beyond that
party’s reasonable control and which could not reasonably be expected to be taken into account at the time of conclusion of the
EDI Terms or the consequences of which could not be avoided or overcome.
- Modifications: EDI Parties may agree, in writing, to amend these EDI Terms, provided such amendment does not violate applicable
laws or conflict with the exchange of EDI Messages through the Site.
- Any EDI Party may terminate the relationship with the other EDI Party by giving written notice to the other EDI Party. Termination
of the relationship governed by the EDI Terms shall only affect transactions after that date.
- These EDI Terms and the Services will immediately terminate at such time as an EDI Party terminates its account with Pymes
- Not with standing termination for any reason, the rights and obligations of the EDI Parties shall survive the termination in
relation to any matter arising prior to the termination and any obligations which, by their nature, shall survive the termination
including without limitation the provisions of Clause D which by their nature are intended to survive beyond the period covered by
these EDI Terms.
- Data and Privacy
- You shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the
legality, reliability, integrity, accuracy and quality of the Customer Data.
- We will store all Customer Data on the Site for so long as you have an active account with Pymes Capital or based on Pymes Capital
needs unless you otherwise instruct us to destroy it. Please note that if Customer Data is EDI Data for the purposes of Clause D,
you have an obligation under the EDI Terms to store it for 3 years from the date of the relevant transaction. You may have
additional obligations to maintain invoices (in electronic or paper format) under local laws or regulations.
- Upon your request of deletion of the Customer Data, all of the Customer Data will be anonymized from our records. If you would
like us to provide you with the most recent back-up of the Customer Data, you must contact us within 10 Business Days of the date
of cancellation or termination and, subject to your compliance with the Terms of Service, we shall use reasonable efforts to
deliver (at your cost payable in advance of delivery) that data to you as soon as reasonably practicable.
- You shall pay all reasonable expenses incurred by us in disposing of any Customer Data in a manner inconsistent with our standard
practice for the disposal of data.
- When you set up a profile on our Site, by default the profile and the company information you provide us with, including, but not
limited to, your company name, company description, company identifiers, tax identifiers, company address information, country
information will be publicly available on the Site. Consequently, it will be possible for any user on the Site to view your
profile and contact you or (if you have agreed to exchange business documents (e.g. invoices) with that user) send you an invoice
or another business document via the Site. If you do not wish your profile to be publicly available, please log-in to the Site,
select “settings” from the top menu and go to “public profile” and hit the “Disable public profile” button.
- You accept that the technical processing and transmission of the Services and the Customer Data may involve (a) transmissions over
various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c)
transmission to our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and
related technology required to operate and maintain the Services.
available on the Site or such other website address as may be notified to you from time to time, as such document may be amended
from time to time by us in our sole discretion.
- If we process any personal data on your behalf when providing the Services under the Terms of Service, you agree that you shall be
the data controller and we shall be a data processor and in any such case:
- you acknowledge and agree that the personal data may be transferred or stored outside the country where we and/or the Authorized
Users are located in order to carry out the Services under the Terms of Service;
- in the case of users located within the European Economic Area (“EEA”), you acknowledge and agree that the personal data may be
transferred or stored outside the EEA in order to carry out the Services under the Terms of Service;
- you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and
transfer the personal data in accordance with the Terms of Service on your behalf;
- you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and
transfer as required by all applicable data protection legislation;
- we shall process the personal data only in accordance with the terms of the Terms of Service and any lawful instructions
reasonably given by you from time to time; and
- each party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the
personal data or its accidental loss, destruction or damage.
- We may obtain information about your general internet usage by using a cookie file which is stored on your browser or the hard
drive of your computer. Cookies contain information that is transferred to your computer’s hard drive. They help us to improve our
site and to deliver a better and more personalized service, for example by remembering your login details. Some of the cookies we
- Third Party Providers
- You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase
products and services from, third parties via third-party websites and that you do so solely at your own risk. We make no
representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or
correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any
such third party. Any contract entered into and any transaction completed via any third-party website is between you and the
prior to using the relevant third-party website. We do not endorse or approve any third-party website nor the content of any of
the third-party websites made available via the Services.
- Disclaimer of warranties
YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. NONE OF PYMES CAPITAL, ITS SUBSIDIARIES OR
AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR
AGENTS, WARRANT THAT USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR FREE, NOR DO THEY MAKE ANY
WARRANTY AS TO (A) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR THE SERVICES, OR (B) THE ACCURACY, COMPLETENESS OR
RELIABILITY OF (I) THE CONTENT ON THE SITE OR SERVICES OR (II) USER CONTENT PROVIDED THROUGH THE SERVICES. THE SITE AND SERVICES ARE
MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, TRADESHIFT HEREBY
DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE AND
SERVICES, AND OTHER INFORMATION CONTAINED ON THE SITE OR ACCESSIBLE OR AVAILABLE THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED
TO, THOSE OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES
IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES. ACCORDINGLY, TO THAT EXTENT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
- Your obligations
- You shall:
- comply with all applicable laws and regulations with respect to your use of the Services, including but not limited to ensuring
that the information you transmit through the Services is not subject to export restrictions by the U.S. or other applicable
- ensure that the Authorized Users use the Services and the Documentation in accordance with the Terms of Service; and
- keep your user name and password confidential. You shall notify Pymes Capital immediately upon learning of any unauthorized use of
- The following activities are prohibited on the Site and Services and constitute express violations of these Terms of Service:
- Submitting any information or content that:
- Violates applicable laws (including but not limited to intellectual property laws, laws relating to rights of privacy and rights
of publicity and laws related to defamation);
- Contains Viruses or malware;
- Offers unauthorized downloads of any copyrighted, confidential or private information;
- Has the effect of impersonating others;
- Contains messages by non-spokesperson employees of Pymes Capital purporting to speak on behalf of Pymes Capital or provides
confidential information concerning Pymes Capital;
- Contains chain letters of any kind;
- Is purposely inaccurate, commits fraud or falsified information in connection with your Pymes Capital; or
- Is protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright,
trademark or other proprietary right.
- Attempting to do or actually doing any of the following:
- Accessing data not intended for you, such as logging into a server or an account which you are not authorized to access;
- Scanning or monitoring the Services for data gathering purposes in an effort to track sales, usage, aggregate offering
information, pricing information or similar data;
- Scanning or testing the security or configuration of the Site or to breach security or authentication measures; or
- Interfering with service to any user in any manner, including, without limitation, by means of submitting a Virus to the Site or
any Service or attempting to overload, “flood,” “spam,” “mail bomb” or “crash” the Site or the Services.
- Using any of the following:
- Frames, framing techniques or framing technology to enclose any content included on the Site without our express written
- The Site or any of the Services to advertise or solicit, for any commercial, political or religious purpose or to compete,
directly or indirectly, with Pymes Capital; or
- The Site or any of the Services to solicit users or other third-parties to become users or partners of other online or offline
services directly or indirectly competitive or potentially competitive with Pymes Capital.
- Engaging in any of the following:
- Tampering or interfering with the proper functioning of any part, page or area of the Site or any of the Services provided by
- Taking any action that places excessive demand on our Services or imposes, or may impose, an unreasonable or disproportionately
large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
- Reselling or repurposing your access to the Site;
- Accessing, monitoring or copying any content from the Site or any Service using any “robot,” “spider,” “scraper” or other
automated means or any manual process for any purpose without our express written permission;
- Violating the restrictions in any robot exclusion headers on the Site or bypassing or circumventing other measures employed to
prevent or limit access to the Site or any of the Services;
- Deep-linking to any portion of the Site or any Services without our express written permission;
- Hyperlinking to the Site or any Services from any other website without our initial and ongoing consent; or
- Acting illegally or maliciously against the business interests or reputation of Pymes Capital or our Services.
- Payment Charges
- Some Services are currently made available for free and therefore we shall not charge you for your use of the Services. We reserve
the right to charge you for any part of the Services that we subsequently decide to charge for provided that we have given you
reasonable notice of such charges and you continue to use the relevant feature of the Services.
- You may have to pay for the Additional Services on the terms set out in this clause and as set out on our Site. Where fees are
payable, please refer to our Site for details of the fees payable for the Additional Service (the “Subscription Fees”) and the
term of the subscription (“Subscription Period”). Certain Additional Services may be provided by third parties and the provision
of such Additional Services may be subject to further terms.
- In order to purchase paid-for Additional Services (“Paid Services”) you must provide us with valid, up-to-date and complete credit
card details acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, you hereby
authorize us to bill such credit card:
- on or as soon as practicable after date you order the Paid Service (the “Effective Date”) for the Subscription Fees payable in
respect of the initial term of the Paid Service (“Initial Subscription Term”); and
- subject to your rights to terminate the Additional Services, at the end of each Subscription Period for the Subscription Fees
payable in respect of the next Subscription Period.
- If we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies:
- we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under
no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
- interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of HSBC Bank at
the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after
- All amounts and fees stated or referred to in these Terms of Service:
- shall be payable in the currency stated on the Site;
- are non-cancellable and non-refundable;
- are exclusive of all taxes, which shall be added to our invoice(s), in applicable, at the appropriate rate.
- We shall be entitled to increase the Subscription Fees upon 30 days’ prior notice to you.
- Intellectual Property Rights
- You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Site, the Services and the
Documentation. Except as expressly stated herein, these Terms of Service do not grant you any rights to, or in, patents,
copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or
licenses in respect of the Services or the Documentation.
- You grant to us a royalty free irrevocable worldwide right and non exclusive license to use, make available, reproduce, modify,
publish, edit, translate, distribute, perform and display and sub license through multiple tiers of sub licensees the materials
and content supplied under these Terms of Service and any other Intellectual Property Rights necessary and/or desirable in our
reasonable opinion to provide the Services through the Site and/or via any other form, media or technology for as long and as
otherwise necessary to enable us to perform our obligations under these Terms of Service. Furthermore you agree that we may use
your company name and/or logo in our marketing and publicity material as examples of current users of the Site unless you choose
to opt-out by changing your settings on the Site or notifying us by email at [email protected]
- Pymes Capital does not accept or consider, directly or through any Pymes Capital employee or agent, unsolicited ideas of any kind,
including without limitation, ideas or suggestions relating to new or improved products, enhancements, names or technologies,
advertising and marketing campaigns, plans or other promotions. Do not send us (or any of our employees) any unsolicited ideas,
suggestions, material, images or other work in any form (“Unsolicited Materials”). If you send us Unsolicited Materials, you
understand and agree that the following terms will apply, not with standing any cover letter or other terms that accompany them:
- Pymes Capital has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
- Pymes Capital will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any
obligation to acknowledge or compensate you.
- Limitation of Liability
IN NO EVENT SHALL PYMES CAPITAL, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS,
MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE
LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO: (A) YOUR USE OF THE
SITE OR SERVICES; (B) YOUR INABILITY TO USE THE SITE OR SERVICES; (C) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED THROUGH THE
SERVICES; OR (D) THESE TERMS OF SERVICE. IN NO EVENT WILL PYMES CAPITAL LIABILITY IN CONNECTION WITH THE SERVICES EXCEED THE VALUE
OF FEES PAID, IF ANY, TO PYMES CAPITAL DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. YOU AGREE
THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF
ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN
IMPLIED WARRANTY LASTS, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- Force Majeure
Pymes Capital shall be excused from performance under these Terms of Service to the extent it is prevented or delayed from
performing, in whole or in part, as a result of an event or series of events caused by or resulting from: (a) weather conditions
or other elements of nature or acts of God; (b) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion;
(c) quarantines or embargoes; (d) labor strikes; (e) error or disruption to major computer hardware or networks or software
failures; or (f) other causes beyond the reasonable control of Pymes Capital.
- You are responsible for canceling your account on our Site. The account owner (as defined in the sign-up procedure) can cancel the
account at any time via the dashboard on the Site.
- On termination of the Terms of Service for any reason:
- all licenses granted under the Terms of Service shall immediately terminate; and
- we may destroy or otherwise dispose of any of the Customer Data in our possession in accordance with Clause E; and
- the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to
survive or which implicitly survives termination, shall not be affected or prejudiced.
- Clauses D (EDI Terms Governing the Use of Electronic Invoices and Exchange of Other Business Documents), E (Data and Privacy), G
(Disclaimer of Warranties), J (Intellectual Property), K (Indemnification and Release), L (Limitation of Liability), R (Notices)
and X (Governing Law and Jurisdiction) shall survive any termination of these Terms of Service.
- A waiver of any right under the Terms of Service is only effective if it is in writing and it applies only to the party to whom
the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising
under the Terms of Service are cumulative and do not exclude rights provided by law.
- If any provision (or part of a provision) of the Terms of Service is found by any court or administrative body of competent
jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
- If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the
provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
- Entire Agreement
- The Terms of Service, and any documents referred to in it, constitute the whole agreement between the parties and supersede any
previous arrangement, understanding or agreement between them relating to the subject matter they cover.
- Each of the parties acknowledges and agrees that in entering into the Terms of Service it does not rely on any undertaking,
promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party
to the Terms of Service or not) relating to the subject matter of the Terms of Service, other than as expressly set out in the
Terms of Service.
- Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid
first-class post or recorded delivery post to the registered office of the other party.
- A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am
on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery
post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A
notice sent via the Site shall be deemed to have been received at the time of transmission.
- Copyright Policy and Digital Millennium Copyright Act (DCMA) Procedures
Pymes Capital reserves the right to terminate your or any third-party’s right to use the Site or the Services if such use infringes
the copyrights of another. Pymes Capital may, under appropriate circumstances and at its discretion, terminate your or any
third-party’s right to access to the Site, if Pymes Capital determines that you or a third-party is a repeat infringer. If you
believe that any material has been posted via the Services by any third-party in a way that constitutes copyright infringement, and
you would like to bring it to Pymes Capital’s attention, you must provide Pymes Capital’s DMCA Agent identified below with the
following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the
copyrighted work; (b) an identification of the copyrighted work and the location on the Site or in the Services of the allegedly
infringing work; (c) a written statement that you have a good faith belief that the disputed use is not authorized by the owner, its
agent or the law; (d) your name and contact information, including telephone number and email address; and (e) a statement by you
that the above information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized
to act on the copyright owner’s behalf.
The contact information for Pymes Capital’s DMCA Agent for notice of claims of copyright infringement is: Pymes Capital Inc, 400 NW
7TH AVE #14310 Ft. Lauderdale, FL 33311 USA.
You may not assign these Terms of Service, or any rights, benefits or obligations hereunder, by operation of law or otherwise,
without the express written permission of Pymes Capital; provided, however, that you may assign these Terms of Service in
connection with a stock sale, merger or sale of all or substantially all of your assets to a third party. Any attempted assignment
that does not comply with these Terms of Service shall be null and void.
Pymes Capital may assign these Terms of Service, in whole or in part, to any third-party in its sole discretion.
- No Partnership or Agency
Nothing in the Terms of Service is intended to or shall operate to create a partnership between the parties, or authorize either
party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to
bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any
obligation or liability and the exercise of any right or power).
- Third Party Rights
Except as provided in Clause D, the Terms of Service do not confer any rights on any person or party (other than the parties to
the Terms of Service and the EDI Terms and, where applicable, their successors and permitted assigns) pursuant to the Contracts
(Rights of Third Parties) Act 1999.
If there is an inconsistency between any of the provisions of the Terms of Service and the EDI Terms, the provisions of the EDI
Terms shall prevail.
- Governing Law and Jurisdiction
Who you are contracting with under these Terms of Service, who you should direct notices to under these Terms of Service, what law
will apply in any lawsuit arising out of or in connection with these Terms of Service, and which courts have jurisdiction over any
such lawsuit, depend on where you are domiciled.
|If you are domiciled in :
|You are contracting with :
|Notices should be addressed to :
|The governing law is :
|The courts with exclusive jurisdiction are in :
|The United States, Mexico and any country other
|Pymes Capital Inc.
|400 NW 7TH AVE #14310 Ft. Lauderdale, FL 33311 USA
|Florida and controlling United States federal law
In the event of a dispute between you and Pymes Capital, the parties agree to negotiate in good faith a resolution of the dispute.
If a resolution cannot be reached after at least thirty (30) days of negotiations, the dispute shall be resolved either through
arbitration, if agreed to by the parties, or in the court having exclusive jurisdiction. In any dispute, the prevailing party
shall be entitled to recover its attorneys’ fees. You and Pymes Capital agree that any cause of action arising out of or related
to the Site or the Services must commence within one (1) year after the cause of action arose; otherwise, such cause of action is
We each agree that we shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or
class member in any purported class, representative proceeding or as an association.
A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or
administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as
other business documents and records originally generated and maintained in printed form.
If any part of this Clause X is ruled to be unenforceable, then the balance of this Clause X shall remain in full effect and
construed and enforced as if the portion ruled unenforceable were not contained herein.
- Additional Disclosures
We reserve the right, without liability to you, to disable, suspend or terminate your access to the Services, the Site, your
account or any material if you breach any provision of the Terms of Service or if your access to the Service would violate any
law, rule, regulation applicable to Pymes Capital.
If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services
of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by
telephone at (800) 952-5210.
The provisions of these Terms of Service apply equally to and are for the benefit of Pymes Capital, its subsidiaries, affiliates,
Pymes Capital’s third-party licensors, and each shall have the right to assert and enforce such provisions directly.