Terms & Conditions

Follow this page to keep updated with our terms of service.

Read

LAST UPDATE

NOVEMBER 2023

PUBLISHED ON

MARCH 2024

BY ENTERING OUR WEBSITE, YOU ACCEPT AND ARE BOUND BY THESE TERMS AND CONDITIONS, PLEASE READ THEM AND REVIEW THEM CAREFULLY, THIS IS A BINDING CONTRACT.

‍

You are accessing the website www.zorya.mx (the “Platform”), owned by Zorya Technologies, S.A. de C.V. (“Zorya”). Please read and carefully review these Terms and Conditions (the "Terms and Conditions") since using the services on this website constitutes full acceptance of the Terms and Conditions established here. The use of the Services (term defined below) on the Platform is at the sole risk and responsibility of each User (term defined below).

‍

The purpose of these Terms and Conditions is to govern the access and use of the Platform by any individual of legal age or moral person through their authorized representatives (the "User").

‍

Acceptance of Terms and Conditions

‍

The access, use, and/or creation of an account on the Platform, regardless of whether the User acquires the Services or not, implies that they expressly acknowledge they have read, accept, and agree to comply with the Terms and Conditions, which constitutes a contract between you and Zorya (the “Agreement”).

Please read the Agreement carefully. If you do not accept, without limitation or qualification, these Terms and Conditions, please immediately exit the Platform and refrain from using the Platform and any of our Services in the future.

‍

Notwithstanding the preceding, the User accepts and acknowledges that Zorya, with or without prior notice:

I. Shall have the right to temporarily, indefinitely, or permanently suspend or interrupt the provision of the Services for justified or unjustified reasons.

II. Reserves the right at any time to change, modify or correct this Agreement and add new or additional terms or conditions on your use of the Services. Such modifications in the Terms and Conditions will be effective immediately and incorporated into this Agreement. Your continued use of the Services will be deemed acceptance thereof. Zorya strongly recommends that the User review these Terms and Conditions from time to time. Derived from the preceding: (i) Users will have a period of 10 (ten) calendar days from any change that Zorya makes in this Agreement to communicate to Zorya (legal@zorya.mx) any doubt or concern in this regard, (ii) the modifications will be understood as consented by the User once the period, indicated in number (i) of this paragraph, has elapsed without the User expressing any opposition.

III. May deny, permanently or temporarily suspend, or restrict the registration and/or access of the User or potential User at any time if they are in breach of this Agreement, or are making improper use of the Services and/or the Platform, or if Zorya presumes or identifies that the User performs or uses the Services and/or the Platform for illegal purposes, contrary to applicable regulations and laws or contrary to good morals.

‍

For Individuals:

I. Being an individual with legal and economic capacity with the necessary faculties to understand, read, and be bound by this Agreement.

II. Having the legal name as written in their personal information captured in the Account Application (term defined below), and that their identity is proven with the official identification attached therein.

III. It is their will to be bound by this Agreement.

IV. It is their wish to acquire theServices that Zorya offers through the Platform.

V. Expressly states that in accepting this Agreement of the relationship between the User and Zorya, there are novices of consent concerning the contracting parties’ will.

VI. They are obliged to collaborate at all times by the principles of good faith, transparency, and efficiency.

VII. The information and documentation provided to Zorya through the Platform are correct, current, and truthful.

VIII. They are not found under the premises stated in article 69-B of the Federal Tax Code and/or, where applicable, the similar premises per the legislation that governs it.

IX. The use that the User will make of the Platform and the Services will be lawful.

X. The financial resources to pay Zorya are and will be of legal origin.

XI. They know and fully comply with the law and regulations that apply to them, including but not limited to those corresponding to the protection of personal data, consumer protection, prevention and identification of operations with resources of illegal origin, fiscal, anti-corruption, non-discrimination, criminal, civil, among others and at the time of the acceptance of this Agreement they are not and will not be in violation or breach of the applicable law and/or regulations.

User Declarations

‍

The User declares the following:

For Individuals:

I. Being an individual with legal and economic capacity with the necessary faculties to understand, read, and be bound by this Agreement.
II. Having the legal name as written in their personal information captured in the Account Application (term defined below), and that their identity is proven with the official identification attached therein.
III. It is their will to be bound by this Agreement.
IV. It is their wish to acquire theServices that Zorya offers through the Platform.
V. Expressly states that in accepting this Agreement of the relationship between the User and Zorya, there are novices of consent concerning the contracting parties’ will.
VI. They are obliged to collaborate at all times by the principles of good faith, transparency, and efficiency.
VII. The information and documentation provided to Zorya through the Platform are correct, current, and truthful.
VIII. They are not found under the premises stated in article 69-B of the Federal Tax Code and/or, where applicable, the similar premises per the legislation that governs it.
IX. The use that the User will make of the Platform and the Services will be lawful.
X. The financial resources to pay Zorya are and will be of legal origin.
XI. They know and fully comply with the law and regulations that apply to them, including but not limited to those corresponding to the protection of personal data, consumer protection, prevention and identification of operations with resources of illegal origin, fiscal, anti-corruption, non-discrimination, criminal, civil, among others and at the time of the acceptance of this Agreement they are not and will not be in violation or breach of the applicable law and/or regulations.

For Moral Person/Legal Entity:

I. It is a legally constituted company/corporation per the legislation in force in the Estados Unidos Mexicanos (“Mexico”), or its case, by the local legislation that governs it.
II. The User is the legal representative, who has the legal capacity and the necessary faculties to contract and bind the represented entity concerning the purpose of this Agreement; legal faculties that, as of the date of the signing of these terms, have not been revoked, limited, or modified in any way.
III. It is duly registered with the Tax Administration Service (Spanish: Servicio de Administracion Tributaria, SAT) under the Federal Taxpayer Registry with the tax identification code captured on the Platform or, when appropriate, under the corresponding tax identification number in the applicable legislation that governs it.
IV. Accepting this Agreement does not violate or fail to comply with any provision contained in (i) its by laws and (ii) agreements, contracts, or conventions entered with third parties prior to the acceptance of the Agreement that involves or affects the relationship in any way.
V. They have the organization, experience, capacity and material, technical, personal, and professional means, the technological infrastructure, hardware and software, and other necessary elements for fulfilling the obligations under their responsibility derived from the Agreement required for the provision of Services.
VI. It is their will to bind the represented entity by this Agreement.
VII. It is their wish to acquire on behalf of the represented entity the Services that Zorya offers through thePlatform.
VIII. Expressly states that in accepting this Agreement of the relationship between the User and Zorya, there are novices of consent concerning the contracting parties’ will.
IX. They are obliged to collaborate at all times by the principles of good faith, transparency, and efficiency.
X. The information and documentation provided to Zorya through the Platform are correct, current, and truthful.
XI. They are not found under the premises stated in article 69-B of the Federal Tax Code and/or, where applicable, the similar premises per the legislation that governs it.
XII. The use that the User will make of the Platform and the Services will be lawful.
XIII. The financial resources to pay Zorya are and will be of legal origin.
XIV. They know and fully comply with the law and regulations that apply to them, including but not limited to those corresponding to the protection of personal data, consumer protection, prevention and identification of operations with resources of illegal origin, fiscal, anti-corruption, non-discrimination, criminal, civil, among others and at the time of the acceptance of this Agreement they are not and will not be in violation or breach of the applicable law and/or regulations.

The Validity, Early Termination and Termination

‍

The validity of these Terms and Conditions for each User will be in accordance with the Services contracted.

Notwithstanding the preceding, if the User breaches any obligation derived from the Terms and Conditions and if any of the declarations are false, inaccurate, or incorrect, Zorya shall have the power to terminate the Agreement for that User by written notification without any liabilities or the need for a judicial declaration in this regard.

Personal Data Protection

‍

Any personal information (name, address, phone number, or email address) that you transmit to Zorya through the Platform by creating an account or any other way will be used following the Privacy Policy. Any additional information or material you submit to the Website, such as questions, comments, suggestions, or links, will be treated as non-confidential and non-proprietary.

Zorya reserves the right to disclose your private information to the authorities and your service provider if you carryout illegal activities or breach this Agreement.

It is strictly prohibited to use this site to post or transmit any unlawful, threatening, libelous, defamatory, obscene, scandalous, or profane material or any material that may constitute or encourage illegal behavior. Zorya may monitor or review material transmitted or posted to this website and reserves the right to remove any material the company deems inappropriate. Zorya is under no obligation to do so and assumes no liability for any material transmitted or posted through this website.

The User acknowledges that they have all the authorizations and permissions of the owners of the Personal Data (term defined by the applicable legislation) captured on the Platform. Zorya will use the Personal Data that the User captures on the Platform for the correct performance and provision of the Services. Due to the preceding, any request for ARCO rights (as defined in the applicable law) that Zorya receives from EndCustomers or any third party concerning Personal Data, the User agrees to collaborate with Zorya with all the information, documentation and any other actions required for Zorya to comply with the request.

Confidentiality

‍

The User agrees to keep in absolute confidentiality all information, knowledge, ideas, and documentation to which they have access, provided by Zorya, or obtained as a result of the provision of the Services (from now on, the "Confidential Information"). Confidential Information means all written, oral, tangible or intangible, graphic, or contained in written, electronic, or electromagnetic media, tapes, recordings, or any other information that Zorya considers confidential.Confidential Information includes, but is not limited to, designs, prices, drawings, software, data, prototypes, technical, financial, and commercial information regarding names of potential clients or partners, business proposals, business strategies, organizational structure, company and corporation composition, reports, plans, market projections, data, and any other industrial information, together with formulas, mechanisms, patterns, methods, techniques, analysis processes, registered or unregistered trademarks, trade names, patents, working documents, compilations, comparisons, contracts, agreements, studies or any other document prepared kept confidential and owned by Zorya, its holding companies, its affiliates, subsidiaries or companies related to the group of investors. The content and acceptance of these Terms and Conditions, and the content of the Platform, will also be considered part of the Confidential Information.

The User acknowledges and accepts that the use, transmission, reproduction, copying, exposure and/or disclosure, in whole or in part, any form and place of the Confidential Information is expressly prohibited. In addition, the User will guarantee that the ConfidentialInformation will be made available only to those of their employees, agents, consultants, contractors, or affiliates who strictly need to know the Services and that said employees, agents, consultants, contractors, or affiliates are subject to commitments confidentiality policies not to use or disclose Zorya Confidential Information.

Under the applicable legislation, the User commits to adopt all available and sufficient means and systems to preserve confidentiality and the restricted use of Confidential Information. The Confidential Information that Zorya provides to the User and/or that the latter has access through the Platform may only be used for the purposes specified in these Terms and Conditions. For this reason, the User may not, directly or indirectly, or through any person and in any way, provide, transfer, publish, reproduce, or make known to third parties, at any time, the Confidential Information; otherwise, if the User fails to comply with this obligation, they will be subject to the sanctions that the applicable legislation provides, as well as to pay the damages that it causes, reserving Zorya, at all times, the power to terminate thisAgreement for that User.

All the material and information that Zorya provides to the User for the fulfillment and execution of the purpose of this Agreement, whether printed or electronic, will also be understood as Confidential Information.The User may provide the Confidential Information only to their employees whenever they need to know said information to proceed with the purposes specified in these Terms and Conditions. For this reason, the User will give instructions to their staff regarding the confidentiality to follow regarding the ConfidentialInformation and the penalties to which they will be subject in case of non-compliance.

None of the Parties will incur any liability when the confidential information that has been provided is known by third parties for any of the following reasons: (a) that the confidential information is in the public domain, without breach of "the receiving part”; (b) when the confidential information becomes public domain during the validity of these Terms and Conditions, without breach of “the recipient party”; (c) when the owner of the Confidential Information authorizes in writing through their duly authorized representatives; or (d) for this purpose, that the other"party" disseminate the Confidential Information without restrictions to third parties, as established.

In the event that due to an administrative or judicial proceeding or by any other act from a competent authority, the User is required to deliver the Confidential Information they have received from Zorya to the corresponding authority, they may do so by the following procedure: (i) The User must notify Zorya no later than the business day immediately following the date on which the request was received, (ii) Zorya will review the requirement and will exercise all rights and legal means with the corresponding authorities to avoid the delivery of the ConfidentialInformation, and (iii) if the delivery of the Confidential Information is imminent, the User commits to guarantee to Zorya that at all times and to the extent that the applicable legislation allows it, will monitor that the authority to which the Confidential Information is delivered adopts the necessary and sufficient measures to prevent: (a) the Confidential Information from losing such character through its disclosure or accessibility to third parties; and (b) that the authority uses the Confidential Information in question for a purpose other than that indicated in the respective request.

The User acknowledges and accepts that theConfidential Information received by any means or form and at any time, as well as that received in the future under these Terms and Conditions, is and will continue to be the exclusive property of Zorya. The User commits to destroy or return the Confidential Information within a term of no more than five (5) business days from the date on which any of the following events occurs:

i. From the date Zorya requests it in writing; or
ii. From the date of termination of these Terms and Conditions.

The return or destruction of ConfidentialInformation includes the destruction or return of all the documents, samples, and support materials that contain it, with the understanding that the User will refrain in any case from retaining copies and records that totally or partially contain Confidential Information. The User commits to deliver written proof that the Confidential Information has been destroyed or returned. Due to the preceding, the User may not improperly retain or preserve the ConfidentialInformation provided to them under these Terms and Conditions and may not disclose the Confidential Information. Zorya and Customer agree that the obligations in this section will survive indefinitely.

During the validity of this Agreement, Zorya may provide the User with specific data to use the Platform and Services. The User agrees to treat data provided by Zorya as Zorya Confidential Information per these Terms and Conditions and by all laws, regulations, industry best practices, and Zorya's applicable privacy policy. Notwithstanding the preceding, the User acknowledges that Zorya shall have the right to use any data arising from the provision of the Platform and Services in anonymous and aggregate form.

Failure to comply with this section means damage and detriment to Zorya, to the companies that comprise it, or to third parties with a business relationship, either due to the disclosure or transmission of the Confidential Information and/or Protected Material and/or the Inventions and/or the Materials (the Industrial Secrets of Zorya), for which the User binds to pay Zorya for the damages and losses that may be caused, without the need for prior judicial or extrajudicial proceedings, without prejudice to other legal actions to which they may be entitled, from the moment they become aware of the disclosure and transmission of ConfidentialInformation. This obligation of confidentiality is permanent.

The User expressly accepts that they will be responsible for any violation of the obligations stipulated in this section incurred by their employees, affiliates, or subcontractors who directly or indirectly have access to the Confidential Information.

The User and Zorya agree that all the information that Zorya reveals, transmits, divulges, and communicates to the User, or the information to which the latter has access due to the Services, may constitute an industrial secret, in terms of title third, single chapter of theFederal Law for the Protection of Industrial Property and therefore are subject to the provisions of articles 163, 166 and 169 of said law, so the User may not disclose information without the express written authorization of the legal representative of Zorya, accepting from this moment, that the violation or breach of the provisions of this section is within the cases contemplated within sections XIV and XV, of article 386 of the Federal Law for the Protection of IndustrialProperty, in related crimes of the Federal Penal Code.

The Parties agree that monetary compensations would not be a sufficient remedy for any violation of this section and that Zorya shall be entitled to seek equitable or similar resources to remedy or prevent any infringement or suspected violation by the User or any of their employees, agents, consultants, contractors, or affiliates. Said resources will not be the only compensation for breaching this section and will be in addition to all other rights and remedies available by law.

This confidentiality section will continue in force indefinitely, regardless of whether this Agreement is terminated for any reason or if the provision of Services ceases.

Anti-corruption

‍

The User agrees to comply with the current legislation, including, but not limited to, all legal provisions to prevent and punish illegal acts involving public officials and individuals, commonly known as anti-corruption provisions.

For this section, the following terms are defined:

i. Employees, temporary employees, agents, consultants, officers, directors, members or representatives, and subcontractors of the User (each and any of said individuals described above will be referred to from now on collectively as "Representatives").
ii. “Government Officer” has the following meaning: (i) the officer or employee of any government or any department, agency, or entity, including entities owned or commercially controlled by the government; (ii) an officer or employee of any international organization; (iii) any person acting with an official capacity for or on behalf of any government, department, agency or international public entity or organization; (iv) any political party or official belonging to such parties; (v) any candidate for an official position; or, (vi) any other person, individual or entity under the direction or acting for the benefit of any person or entity described in the previous numerals.

The User in this act declares and certifies that the Representatives may not directly or indirectly participate in the payment, offer to, give, promise to pay, or authorize the payment of any valuable resource or asset about the supply of their goods and services to a GovernmentOfficer to obtain or retain business or secure any improper competitive advantage or permit such actions by any third party in connection with thisAgreement.

Any Representative using the Services or the Platform, that is or becomes a Government Officer during the validity of this Agreement must obtain Zorya's written approval to access and use the Services.

Any violation of the statements and declarations in this section will constitute a breach of the Agreement and will be sufficient cause for Zorya, at its discretion, to suspend the User Services temporarily or permanently. The User accepts that they will not have the right to compensation or reimbursement of the remaining balance they had on thePlatform. However, any other consideration opposite to these Terms andConditions in case of a violation or potential infringement will follow the rights and remediation alternatives granted by applicable law. Therefore, the User accepts that Zorya shall not be responsible for any related claim, loss, or damage.

Legal Compliance

‍

The User agrees to comply with all applicable laws for the provision of the Services to which they are bound under this Agreement. The User will be responsible for obtaining all authorizations, bonds, certificates, insurance, inspections, licenses, and permissions that said applicable laws require for the provision of the Services subject to these Terms and Conditions. The User shall create and maintain any necessary files and records related to the Services; and provide Zorya upon written request with any certificate, declaration, or any other document or required information for: (a) accrediting the User's compliance and its subcontractors with applicable laws; (b) comply or establish User's compliance with applicable laws; or (c) allow Zorya to respond promptly to any claim, complaint, demand or proceeding. For due compliance with the Terms and Conditions of this section, the term "applicable laws" refers to federal, state, local, and regional laws, statutes, ordinances, executive orders, rules, regulations, requirements, guidelines, notices, opinions, letters of compliance and any other official order of the competent government authority.

Links to Other Web Pages

‍

The Platform may contain links to other pages, including those of Zorya, that may have different privacy statements, terms, and conditions, or legal notices. Zorya is not responsible for the terms and conditions, privacy policy, and any other statements of the redirected pages from the links mentioned above. We strongly recommend reading the privacy policies, terms, and conditions of each page you visit to understand them.

Zorya does not endorse the content or the website operator of the web pages linked to the Platform and is not responsible for the policies associated with such pages. Including any link to other webpages does not imply that it is endorsed or authorized by Zorya. Any click to external sources or pages is at your own risk.

Intellectual Property Rights

‍

Zorya owns the trademarks, trade notices, and copyrights ("Trademarks") displayed on this Platform. All copyright and other intellectual property rights in all text, images, and other materials on this Platform are the property of Zorya or have been included with the permission and authorization of the owner thereof.

You are advised that Zorya will strictly enforce its copyright and industrial property rights to the fullest extent of the law. Nothing on this website should be construed as a license or right to use any brand displayed on this Platform. It is strictly prohibited to use Trademarks that appear on the Platform or Services.

Notwithstanding the preceding, Zorya grants the user a non-exclusive, free, revocable, and non-transferable license to access and use the Platform under these Terms and Conditions. This license will be revoked from the User at the time of canceling their account or after ninety (90) days of inactivity in the account.

The Platform is for the commercial and personal use of each User, in accordance with the established purposes in these Terms and Conditions, so at no time and under no circumstances can it be considered or understood that the User has any right or licenses for the use or exploitation of the Platform and/or any element that conforms the content of the Platform and the Services. Any other use other than the strictly commercial use of the Platform must be authorized in advance and in writing by Zorya.

Acts of God or Force Majeure Events

‍

Zorya will not be responsible for the failure to provide the Services to the extent that such failure results from an act of God or force majeure. Act of God or force majeure is understood to mean any unforeseeable event that prevents the affected Party from fulfilling its obligations, if said event is beyond reasonable control and is not the result of omission or negligence, and if the said Party has not been able to overcome the event by exercising due diligence. Subject to the satisfaction of the conditions stipulated in the preceding sentence, the fortuitous event or force majeure will include but is not limited to: natural phenomena, such as storms, floods, earthquakes, fires, wars, civil disturbances, riots, insurrections, sabotage, strikes and other labor disputes (as long as they have not been caused by breaches by the Party alleging acts of God or force majeure) as well as contingencies or public health emergencies declared by the World Health Organization or by the Federal government or the applicable State government.

Addresses and Notifications

‍

All notices and communications concerning or derived from these Terms and Conditions between Zorya and the User must be in writing and delivered by email and, if necessary, to the postal addresses, proving the delivery confirmation, to the addresses indicated below. The Parties state the following as their contact information to hear and receive all kinds of documents and notifications:

Zorya: Email: finance@zorya.mx and legal@zorya.mx

User: Address and email captured in the Account Application. They also accept to be notified through the Platform.

Unique Agreement

These Terms and Conditions (including the documents referred to therein) constitute the entire Agreement between Zorya and the User and supersede all negotiations, agreements, or representations by or between Zorya and the User, written or oral, to the extent that they are related to the purpose of these Terms and Conditions.

Non-Transfer of Rights and Obligations

‍

The User may not transfer the rights and obligations acquired through this Agreement except with the prior authorization granted in writing by Zorya.

‍

Headers

‍

The titles that appear in each of the sections that conform to these Terms and Conditions are used solely as a reference and in no way limit the content or interpretation of these; in any case, there is always the full content of each section and the harmonious construction of them.

Applicable Law and Jurisdiction

For the interpretation, execution, and fulfillment of these Terms and Conditions, Zorya and the User expressly submit to the laws of Mexico and agree to submit to the resolution of any controversy derived from it to the jurisdiction and competence of the courts of the City of Mexico, Mexico expressly waiving any other jurisdiction that may correspond to them due to their present or future domiciles or for any other reason.

‍