QUERYLOOP, INC. SaaS AND SALES AGREEMENT

AND TERMS OF SERVICE

LAST UPDATE: DECEMBER 20, 2017

THIS SaaS and Sales Agreement and Terms of Service (this “Agreement”) is made by and between Queryloop, Inc., a Delaware corporation d/b/a publica.la (“publica.la”), and the “Purchaser”.

The “Purchaser” is anyone who accepts this contract and its terms and conditions.

Declaration:

Queryloop, Inc. is a C Corporation of Delaware, USA.

EIN 81-3407526

Constitution date: 6/24/2016

Address: 2035 Sunset Lake Road, Suite B-2, Newark, DE, 19702, United States

RECITALS

WHEREAS, publica.la and Purchaser have agreed that Purchaser will use publica.la’s third-party hosted “software as a service” (the “publica.la Platform”), as further described herein, with respect to certain of the information technology needs of Purchaser and to allow subscribers to access Purchaser’s digital content (each a “User”); and

WHEREAS, publica.la and Purchaser agree that the publica.la Platform will be delivered pursuant to this SaaS and Sales Agreement; and

To start the contracting process, the Purchaser must accept this contract and its terms and conditions.

The Purchaser must also provide all the information that will be required, in order to provide an adequate Service.

Once the contract has been perfected, it publishes the corresponding password to the Purchaser in order to have access to the contracted services.

Subscription and Cancellation. Optional premium paid services are available on the Platform. If the Purchaser select publica.la premium services they can choose to purchase on a monthly or yearly subscription and your subscription will renew automatically.

Subscriptions are billed in advance on a monthly or yearly basis (as per the option chosen when you purchased such services) and are non-refundable for the subscription period they are purchased for.

Payments will be received through credit/debit card or PayPal. The Purchaser agree that publica.la may process his credit card or PayPal account on each monthly, annual, or other renewal term (based on the applicable billing cycle), on the calendar day corresponding to the first day you subscribed to a paid subscription.

If your paid subscription to publica.la began on a day not contained in a subsequent month (e.g., your service began on March 31 and there is no April 31), publica.la will process your payment on the last day of such month.

You may elect to cancel or downgrade your publica.la Premium account at any time by contact with us using the chat or by mail to [email protected]

It is the user’s responsibility to cancel the subscription before the renewal date of the plan chosen, in order to stop the recurring payment. In case the user can’t access the account they must send a message to [email protected], also before the renewal date, to inform they wish to terminate the subscription.

Premium service fees are non-refundable. Once the subscription is activated, either monthly or annually, the user cannot give up the purchase and request a refund for the amount paid during the subscription period. Accordingly, automatic renewals do not entitle users for refunds.

Incorrect use, lack of use or externalities that might affect the normal performance of the platform are not considered for refund requests.

Special Offers and Coupons. If you are subscribing to publica.la with a Special Offer or Coupon (Free Month, discounts, etc) you should provide us with a valid credit or debit card number -discounts do not apply to Paypal payments-.

If you don’t cancel the subscription before the special offer is finished, your credit or debit card will be charged automatically, starting the first day after the offer is over. If you cancel your plan before the offer is over, no charge will be made to your card.

As a condition to use the Service, the Purchaser may be required to register with her Facebook, Twitter or G+ account or as a new user. The Purchaser shall provide publica.la with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Purchaser’s account. publica.la reserves the right to refuse registration of, or cancel a publica.la Purchaser in its discretion. The user shall be responsible for maintaining the confidentiality of Purchaser’s publica.la and other account information.

PRICE

The price to pay for de Services, monthly or annually, will be the one that the Purchaser chooses when selecting the plan. All prices quoted in U.S. Dollars

TERMS AND CONDITIONS

  1. The publica.la Platform and Unauthorized Use. Unless otherwise limited herein, publica.la grants Purchaser a renewable, irrevocable (unless as provided for herein), nonexclusive, royalty-free, and worldwide right for any of Purchaser’s Users to access and use certain publica.la-owned software which allows Users to sign up, log in, acquire, access, view and read electronic publications and allows the Purchaser to create and customize an online store for digital publications, sell, transform, and distribute electronic publications (cumulatively, the “publica.la Platform”). Other than those limitations expressly described herein, Users will have no other limitations on their access or use of the publica.la Platform during the term of this Agreement. Purchaser shall not do any of the following: (i) adapt, modify, translate, or make a derivative work of the publica.la Platform or any part thereof; (ii) copy or permit automated downloading of the whole or any part of the publica.la Platform or documentation related thereto, except such limited copying as may be permitted under applicable US copyright law; (iii) reproduce, transfer, publish, distribute, commercially use or display, broadcast, telecommunicate, sell, or provide a third party access to all or any part of the publica.la Platform; (iv) use all or any part of the publica.la Platform for product development purposes; (v) use or allow access to the publica.la Platform by other than Users properly authenticated by publica.la; or (vi) use all or any part of the publica.la Platform to develop semantic or neural network software.

The good use of the Service will be in charge of the Purchaser, committing itself expressly to avoid any type of action that could damage systems, equipment or services. The Purchaser shall respect the safety and operating regulations currently established by publica.la and those that it issues in the future at its sole discretion.

  1. Support publica.la shall provide technical support as necessary during the course of the Agreement, including bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the publica.la Platform. Company will provide Technical Support to Customer via electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Eastern time, with the exclusion of Federal Holidays (“Support Hours”).

Customer may initiate a helpdesk ticket during Support Hours by emailing at any time [email protected]

Company will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

ADAPTATION OR NEW VERSIONS OF THE SOFTWARE

publica.la may make adaptations or new versions of the Software. If, as a consequence of any adaptation or new version of the Software, the general conditions of use need to be modified, pubica.la will publish the new ones on its website https://publica.la, which will be accepted by the Purchaser, being the responsibility of the Purchaser to periodically access publica.la website.

If, after one (1) month from the publication, the Purchaser has not expressly indicated its disagreement, or the Purchaser continue using the Service after the announced modification comes into force, it will be understood that it accepts the modifications proposals.

Under no circumstances the Purchaser may claim any compensation for damages or losses that may arise from a malfunction of the Software.

  1. Security and Confidentiality. Purchaser shall take such steps as are necessary to protect the publica.la Platform from unauthorized use, disclosure, or third party access. At publica.la’s request, Purchaser will disclose to publica.la such security measures as are then being used by Purchaser to prevent access by other than users. publica.la shall take such steps as are necessary to protect the data from the Purchaser and its users from unauthorized use. At Purchaser’s request publica.la will disclose such security measure as are then being used by publica.la to prevent access by other than Purchaser and its users.

The Purchaser is the only responsible for making a periodic Back Up regarding the data uploaded to the server through the software owned by publica.la.

  1. Term and Termination; Renewals.
  1. a) The term of this Agreement shall begin on the date first set forth above, and thereafter shall continue for a period equal to the term set forth on Exhibit A, (the “Term”).
  2. b) publica.la may terminate this Agreement at any time and for any or no reason by providing Purchaser written notice thereof, such termination to take effect as of the date of publica.la’s notice. In the event publica.la terminates this Agreement, other than: (i) as a result of Purchaser’s breach hereof; or (ii) in accordance with the terms of subparagraph 4(a) above, publica.la shall refund to Purchaser a prorated portion of the subscription Fees paid to publica.la as set forth in Exhibit A.
  3. c) purchaser may terminate this Agreement at any time and for any or no reason by providing publica.la written notice thereof, such termination to take effect as of the date of purchaser’s notice.
  4. d) Upon expiration or termination of this Agreement, all rights granted to Purchaser and its Users hereunder shall terminate effective immediately, and Purchaser shall cease using the publica.la Platform.
  5.   Fees; Billing. Purchaser shall be responsible for and shall pay to publica.la the Fees, subject to the terms and conditions contained in this Agreement and as set forth in Exhibits A.

If the Purchaser considers that his invoice is not correct, he must contact publica.la in a period of thirty (30) days from the date of the invoice. After that term the Purchaser shall not be entitled to any refund of money.

After the delay in payment of a period exceeding two (2) months, the service will be temporary suspended. publica.la will re-establish the Service within the first working day after the payment is done.

  1. Intellectual Property Rights and Confidentiality

No Infringement: publica.la platform does not infringe the Intellectual Property rights or other proprietary rights of any third party. The purchaser is excluded of any obligation about the platform rights.

  1. a) Purchaser acknowledges publica.la owns all right, title and interest in and to the publica.la Platform. Except as otherwise expressly provided herein, Purchaser shall not be deemed by anything contained in and/or done pursuant to this Agreement to acquire any right, title, and interest in or to the publica.la Platform, its related documentation or the intellectual property rights relating thereto, including all modifications, enhancements, upgrades, and new releases that occur during the term of this Agreement.

publica.la states that all symbols, logos, isologos, brands, trade names, designations, denominations, figures, drawings, graphical interfaces and advertising phrases of publica.la are exclusive property of publica.la.

Nothing in this agreement can be interpreted as transfer of the brands or authorization to use them beyond the terms established, without prior authorization from publica.la

  1. b) “Confidential Information” as used in this Agreement means any secret or proprietary information relating to either Party’s business or business concepts, including, but not limited to, products, customer lists, pricing policies, marketing plans and strategies, technical processes, designs and design projects, inventions, trade “know-how,” trade secrets, patents, and other business affairs of such Party. Each Party agrees it will keep strictly confidential all Confidential Information and will not, without the other Party’s express written authorization, sell, market, or disclose any Confidential Information to any third person, firm, corporation, or association for any purpose.

The rights granted in accordance with the provisions of this contract extend to any update or new version that replaces and / or complements the contracted Software, unless the update or new version that corresponds contains its own conditions of use.

The structure, characteristics, codes, work methods, information systems, development tools, know-how, methodologies, processes, technologies or algorithms of the Software are property of publica.la.

PERSONAL DATA PROTECTION

For the purposes of this, publica.la and the Purchaser declare and guarantee that:

– the use of Personal Data and / or the Personal Data Base is exclusive for the fulfillment of the obligations under their responsibility;

– Only for Argentina: they undertake to comply and enforce compliance to their employees of the provisions of law 25.326, related agreements and all obligations resulting from this agreement;

– they will observe and adopt all the technical and organizational measures that are necessary to guarantee the security and confidentiality of the Personal Data Base and of the Personal Data stored in it, in order to avoid its adulteration, loss, consultation or unauthorized processing.

– the Personal Data Base will meet the technical conditions of integrity and security established in Provision 11/06 of the National Direction for the Protection of Personal Data and in any other norm that is dictated for that purpose;

-publica.la and the Purchaser undertake to comply with and enforce the personnel under their control the obligation to maintain confidentiality established in this clause.

  1. Warranty Disclaimer; Limitation of Liability.

Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption with at least 24 hours prior to the scheduled maintenance.

publica.la does not control or guarantee the absence of malwares in the information stored in the equipment or in the information circulating on the internet, which may produce alterations in the computer system or in the electronic documents, files and directory of files stored in the the Purchaser’s computer system. Likewise, publica.la will not be responsible for damages caused by intrusions or hacks to the systems.

  1. a) Anti-Virus Obligations. publica.la shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively “Viruses”). The purchaser shall not upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service.
  2. b) Back Up Data. On Purchaser’s request publica.la shall review and approve that request and deliver to Purchaser a full backup of Purchaser’s Data, in a format the parties agree on in writing.

HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

The total responsibility of publica.la for all the concepts derivated from the provision of the Service, including the license to use the Software, may not exceed in any case an amount equivalent to the price agreed. In no case may the Purchaser claim any compensation for damages or losses that may be classified as derivated damages, loss of profits, loss of business, loss of commercial reputation or claims of third parties, or for any similar damages.

publica.la will have no responsibility for the information transmitted or received by virtue of or on the occasion of the use or exploitation of the Service by the Purchaser or by third parties.

  1. Indemnification.
  1. a) Purchaser agrees to indemnify, defend, and hold harmless publica.la and its officers, directors, agents, and employees (each, an “Indemnitee“) from and against any and all liabilities, damages, losses, expenses, claims, demands, suits, fines, or judgments (each, a “Claim,” and collectively, the “Claims“), including reasonable attorneys’ fees, costs, and expenses incidental thereto, which may be suffered by, incurred by, accrued against, charged to, or recoverable from any Indemnitee, by reason of any Claim arising out of or relating to any act, error or omission, negligence, or misconduct of Purchaser, its officers, directors, agents, employees, subcontractors, and Users during the performance of this Agreement, including, without limitation, Claims arising out of or relating to: (a) bodily injury (including death) or damage to tangible personal or real property; (b) any payment required to be paid to subcontractors, if any, of Purchaser; (c) any material misrepresentation or breach of warranty of any representation or warranty set forth in this Agreement; or, (d) any material breach of any covenant set forth in this Agreement; provided , however , that the foregoing indemnity shall not apply to the extent that the applicable Claim resulted from the acts or omissions of an Indemnitee.
  2. b) publica.la indemnifies the purchaser against any claim or proceeding brought against the Client to the extent that claim or proceeding alleges that the Client’s use of the SaaS Service in accordance with the Agreement constitutes an infringement of a third party’s intellectual Property Rights (IP Claim).
  1. General.
  1. a) No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement shall in no way affect that party’s right to enforce such provisions, nor shall the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.
  2. b) Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.
  3. c) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
  4. d) Entire Agreement. This Agreement and its attached exhibits constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between publica.la and Purchaser as to the subject matter hereof.
  5. e) Cumulative Remedies. All rights and remedies of any party herein shall be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against the other party for the enforcement of this Agreement, and temporary and permanent injunctive relief. Entire Agreement. Assignment. Any Party shall not assign any of its rights or delegate any of its obligations under this Agreement to any other person or company without the express written consent of the other party.
  6. f) Governing Law and Venue. This Agreement is subject to and shall be construed in accordance with the laws of the state of Delaware, without giving effect to the principles of the conflicts of laws thereof.
  7. g) Severability. If any provision of this Agreement shall be held to be overly broad in scope or duration by a court of competent jurisdiction, such provision shall be deemed modified to the broadest extent permitted under applicable law. If any provision of this Agreement shall be held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not, in any way, be affected or impaired thereby.
  8. h) Waiver and Amendment. No waiver, amendment, or modification of any provision of this Agreement shall be effective unless it is in writing and is signed by both parties. Except as specifically provided herein, failure or delay by either party in exercising any right, power, or remedy under this Agreement shall not operate as a waiver of any such right, power, or remedy.
  9. i) Survival of Provisions. The rights and obligations of paragraphs 3, 6, 7, and 8 shall survive the expiration or termination of this Agreement.
  • User shall not use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Service or any Content, or in any way reproduce or circumvent the navigational structure or presentation of the Service or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Service. publica.la reserves the right to bar any such activity.
  • User shall not attempt to gain unauthorized access to any portion or feature of the Service, or any other systems or networks connected to the Service or to any publica.la server, or to any of the services offered on or through the Service, by hacking, password “mining”, or any other illegitimate means.
  • User shall not probe, scan or test the vulnerability of the Service or any network connected to the Service, nor breach the security or authentication measures of the Service or any network connected to the Service.
  • User shall not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service or publica.la´s systems or networks, or any systems or networks connected to the Service or to publica.la.
  • User shall not use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any transaction being conducted on the Service, or with any other person’s use of the Service.
  • User shall not use the Service or any Content for any purpose that is unlawful or prohibited by this Agreement.
  1. Service Level Agreement:

The Services shall be available 99.9%, measured monthly, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will also be excluded from any such calculation. Customer’s sole and exclusive remedy, and Company’s entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than two hours, Company will credit Customer 5% of Service fees for each period of 2 or more consecutive hours of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.

The parties have executed this Agreement on the respective dates set forth below, to be effective as of the Effective Date first above written.