Terms and Conditions

Definitions

For the purposes of these “General T&Cs” and any specific conditions, the following terms shall mean:

1. 1.

   KLARWAY: we, as a company dedicated to the development and commercialization of software and IT services, which provides the proctoring service to Users, and which holds the rights to commercialize the Software that enables remote supervision, monitoring, surveillance and control of events, facts, activities, processes, procedures and/or persons (such as, by way of example only, exams, competitions and assessments) with Artificial Intelligence (AI) based on biometric facial recognition, the audio and/or video recording of monitored sessions, as well as control of the computing device used and of its environment during the supervised events.

2. 2.

   USER: any natural or legal person who enters, accesses, views, browses, registers, uses, runs, downloads and/or in any way engages with the website, services, products, software, applications, content and/or information offered, made available, licensed and/or provided by Klarway, whether anonymously (by browsing the website https://klarway.com/) and/or by registering through the website and/or using any of the products and/or services provided by Klarway, whether free of charge or for consideration, on their own behalf or on behalf of third parties. It includes the Client and End Users.

3. 3.

   CLIENT: the institution, company, organization or natural or legal person that contracts the provision and commissioning of the Software, including the desktop application, the extension application and the administration panel, together with the corresponding implementation, training, maintenance and data processing services for the purposes of Klarway's provision of the proctoring service.

4. 4.

   END USER: the User who uses Klarway's services and/or products by virtue of the relationship they have with a Klarway Client. It includes the Client's customers and the Client's employed or contracted personnel, whatever the legal relationship they have with the Client.

5. 5.

   THE PARTIES: Klarway and Users.

6. 6.

   SERVICES: the website https://klarway.com/ as well as all the services, products, software, applications, content, information and/or documentation offered, made available, licensed and/or provided by Klarway to the User for the purposes of providing the proctoring service.

7. 7.

   PROCTORING SERVICE: remote supervision, monitoring, surveillance and control service for events, facts, activities, processes, procedures and/or persons (such as, by way of example only, exams, competitions and assessments) with Artificial Intelligence (AI). It may include identity validation through facial recognition (Klarway VI), the blocking of End Users' browsers and control of End Users' environment (Klarway SEB) and/or video and/or photographic evidence (Klarway Full), in accordance with the contractual conditions agreed with the Client.

8. 8.

   KLARWAY IDENTITY VALIDATION (VI): a service that enables the identity validation of “End Users” through the use of facial recognition with Artificial Intelligence. Where the Klarway VI service is contracted by the Client without any additional service, identity validation is carried out only before the End User accesses the monitored session. Where the Klarway VI service is contracted together with other services (Klarway SEB or Klarway Full), identity validation may also be carried out during the monitored session, depending on the type of service contracted by the Client.

9. 9.

   KLARWAY SAFE BROWSER (SEB - SAFE EXAM BROWSER): a service that enables the blocking of End Users' browsers and the control of End Users' environment before and during monitored sessions through the use of Artificial Intelligence. It may or may not include Klarway VI depending on the type of service contracted by the Client.

10. 10.

    KLARWAY FULL: a proctoring service that includes Klarway VI, Klarway SEB and the video and/or photographic evidence service for monitored sessions, plus the audio of the monitored session.

11. 11.

    SOFTWARE: the proctoring software “Klarway Proctoring”, the Desktop Application, the Extension and the Administration Panel.

12. 12.

    EXTENSION: an application that “End Users” use as a browser extension and which is used for the End User's registration (through biometric validation of their identity), biometric validation of their identity during the monitored session, control of the End User's computing device and environment, and/or the recording or photographic record of the monitored session, depending on the type of service contracted by the Client.

13. 13.

    “DESKTOP APPLICATION” (“DESKTOP APP”): an application that “End Users” download to their computing device and which is used for the End User's registration (through biometric validation of their identity), biometric validation of their identity during the monitored session, control of the End User's computing device and environment, and/or the recording or photographic record of the monitored session, depending on the type of service contracted by the Client.

14. 14.

    ADMINISTRATION PANEL: a panel used to view and audit, where necessary, monitored sessions and registrations, as well as other actions related to the management of the tool and various configurations by the institution, such as: creation of roles and users and adjustment of controls, among others. The panel is operated by the Client or by personnel contracted by the Client.

15. 15.

    PRIVACY POLICY: Klarway's Privacy Policy (available at the URL: https://klarway.com/politicas-de-privacidad/).

16. 16.

    DATA PROCESSING AGREEMENT: the contract under which the Client entrusts Klarway with the processing of its “End Users'” personal data for the purposes of providing the proctoring services, and which governs the processing of personal data that Klarway will carry out as processor on behalf and on the instructions of the Client (controller).

Acceptance. General acknowledgments

1. 1.

   By the mere fact of carrying out any of the “Acceptance Actions”, the User expressly acknowledges that they have read, understand, accept and fully and unreservedly agree with each and every provision of these “General T&Cs” and of the “Klarway Privacy Policy” in force at the time of carrying out any of the “Acceptance Actions”, which is why Users are advised to read them periodically, as they may be subject to modifications, revisions and/or updates.

2. 2.

   The User expressly states that they have carefully read these “General T&Cs” and the “Klarway Privacy Policy”, and gives their free and full consent to each and every one of their terms and conditions. The User also declares that they have the legal capacity to be bound by the terms hereof.

3. 3.

   Access to and/or use of the Services is conditional upon the User's full and complete compliance with these “General T&Cs” and the “Klarway Privacy Policy”. If the User does not agree with the “General T&Cs” or the “Klarway Privacy Policy”, they must not enter, access, view, browse, register, use, download, run and/or in any other way engage with the website, services, products, software, applications, content and/or information offered, made available, licensed and/or provided by Klarway.

4. 4.

   Entering, accessing, viewing, browsing, registering, using, downloading, running and/or any other way of engaging with certain parts of the website and/or with certain services, products, software, applications, content and/or information offered, made available, licensed and/or provided by Klarway may be subject to Specific Conditions of those services, products, software, applications, content and/or information (including License Agreements, Service Agreements, Data Processing Agreements, Software Trial Agreements, etc.), which the User must expressly accept, as the case may be, and which may, in some cases, replace, supplement and/or modify these “General T&Cs”, as indicated in each case. Therefore, Users are advised, as applicable, to read those Specific Conditions carefully before carrying out any act of acceptance of the aforementioned services, products, software, applications, content and/or information.

5. 5.

   The “End User” expressly acknowledges that, prior to using Klarway's Services and/or products, they have been informed by the Client of these “General T&Cs”, the “Klarway Privacy Policy” and/or any specific terms and conditions that apply to a particular service or product that the End User must use for the purposes of providing the proctoring service, of the need to accept them in order to use the services and/or products, and of the need to review them periodically. The End User also expressly acknowledges that they have been previously informed by the Client that the proctoring service is carried out through the use of Artificial Intelligence and that it includes the collection and processing of their personal data and information, which in the Klarway VI and Klarway Full services includes the collection and processing of their biometric data for the purpose of validating their identity through biometric facial recognition, and that, where the applicable law so requires, they have expressly given their consent to the Client for the purposes of providing the proctoring service and for the collection and processing of their personal data and information on the terms mentioned.

6. 6.

   If, when interacting with Klarway's Services and/or products, you are acting on behalf of the Client, you expressly state and warrant that you are legally authorized, under the regulations applicable to the Client, to legally bind the Client to Klarway on the terms of these “General T&Cs” and/or any other specific conditions binding the Client to Klarway, and that you accept them in the name and on behalf of the Client, and you shall be responsible for any consequences arising from a lack of authorization or defective authorization.

End Users who are minors

1. 1.

   For the purposes of the use of the Services by minors (End Users who are minors), legal capacity and the lawfulness of personal data processing shall be determined by the law applicable to the minor.

2. 2.

   Where the minor User does not meet the minimum age requirement established by the applicable law, it is a necessary and unavoidable condition that the “End User who is a minor” have the corresponding authorization and/or consent of the holder of parental responsibility or parental authority, of the minor's legal representative or guardian and/or of the competent judicial authority, in accordance with the requirements of the legislation in force in the minor End User's country of residence. If the minor User does not have the aforementioned authorization, they are not authorized to use Klarway's Services.

3. 3.

   It is the Client's sole responsibility to verify that End Users who are minors have the corresponding authorization, thereby releasing Klarway from any liability in this regard.

4. 4.

   Klarway may immediately cancel, without prior notice, at its sole discretion and without any obligation to provide indemnification, payment and/or compensation, the account of any End User who is a minor to the extent that it becomes aware that such End User lacks the corresponding authorization.

The Services

1. 1.

   Klarway provides proctoring services, the purpose of which is to give Clients who contract the services the ability to remotely supervise that certain events, occurrences, facts, activities, processes or procedures have taken place in a certain way and/or that certain persons have participated in or been present at them throughout the entire monitoring process until its completion, and that those persons have engaged in certain behaviors that the Client is interested in monitoring.

2. 2.

   The proctoring service is provided through the use of Artificial Intelligence (AI) based on facial recognition, enabling validation of the End User's identity, the audio and/or video recording of monitored sessions and/or control of the computing device used and of its environment during the supervised events, in accordance with the conditions contracted by the Client.

3. 3.

   The User understands and expressly accepts that the Services, especially the Software, the Extension, the Desktop APP, the Administration Panel and the Klarway VI, Klarway SEB and Klarway Full services, constitute a tool to enable the provision of the proctoring service, without this implying, under any circumstances, any liability for the outcome of such monitoring or for any decisions and/or consequences adopted as a result, which shall be borne exclusively by, and be the sole responsibility of, the Client that contracted the proctoring services. Klarway expressly clarifies that it plays no active role in the Client's decision-making process as a result of the monitoring carried out in respect of “End Users”.

4. 4.

   Klarway carries out the proctoring service by detecting events and situations of different types, which the Client may access through the Administration Panel. The decision taken regarding the different types of monitored situations is the sole responsibility of the Client. We recommend that the monitored “End User” consult with the Client as to which behaviors are permitted, mandatory and/or prohibited during monitored virtual sessions.

5. 5.

   The User acknowledges and expressly accepts that Klarway may subcontract third-party services for the purposes of providing the Services.

Conditions of use of the software and associated services

License of use

1. 1.

   Klarway grants the Client a temporary, non-exclusive, non-transferable license of use to use the Klarway Proctoring Software, its guides, manuals or instructions, and to integrate it into its systems as a module or part of other processes or systems that the Client uses in carrying out its activity, on the terms and conditions set out herein (hereinafter the “Software License”) as well as the specific conditions agreed with the Client.

2. 2.

   The Software License shall be valid for the term agreed between Klarway and the Client.

3. 3.

   The Software License granted applies to the Software in its object code version. Klarway has no obligation whatsoever to deliver to the Client the source code of the Software, the applications, the administration panel and/or any of their component elements.

4. 4.

   The Software License covers the license to use the Desktop App and the Extension App, which Klarway grants to “End Users” in accordance with the number of monitored-session protection licenses contracted by the Client (the number of sessions to be carried out), so that “End Users”, at no additional cost to them from Klarway, may download, install and/or use them for the provision of the proctoring services contracted by the Client, in accordance with the conditions of use set out in section 6 (CONDITIONS OF USE OF THE EXTENSION APPLICATION, THE DESKTOP APPLICATION AND THE ADMINISTRATION PANEL) of these “General T&Cs”.

5. 5.

   Unless otherwise provided in Specific Conditions, the Software License covers ONE license to use the “Administration Panel”, with one administrator user and the permissions to create other users with the corresponding permissions to view the panel, in accordance with the conditions agreed between Klarway and the Client.

Associated services. User manuals.

1. 6.

   Klarway will carry out the tasks required for the correct implementation of the Software, integrated with the previously validated computer system (LMS - Learning Management System - or similar) that the Client has in use and operation, so that the Software can be used by the Client with its full functionality. Such tasks shall consist of the adaptation, compatibilization and, where applicable, integration of the Software with the Client's computer system. Klarway and the Client shall agree on the conditions of implementation of the Software. Where, during the term of the License of Use, the Client changes its computer system (LMS or similar) to another system and/or updates it, and implementation and integration tasks for the Software with the Client's new system are required, Klarway may quote separately the additional cost of such services, which shall be borne exclusively by the Client under the specific conditions that are agreed.

2. 7.

   Klarway will integrate the Software and, where applicable, its updates, into the Client's systems as a module or part of other processes or systems that the Client uses in carrying out its activity.

3. 8.

   The Software License includes successive updates to the Software, which shall maintain full functionality throughout the term of the License of Use.

4. 9.

   Unless otherwise provided in Specific Conditions agreed by Klarway and the Client, the License of Use does not include software improvements that Klarway may develop during its term. For these purposes, an “improvement” shall mean any additional development to the Software that involves new functionality that was not originally in the product at the time the contractual relationship between Klarway and the Client was formalized. The Client may contract the improvements that Klarway develops during the term of the License of Use, paying Klarway separately for their additional cost, which shall be borne exclusively by the Client under the conditions agreed between Klarway and the Client.

5. 10.

   Klarway will provide training on the use, operation and administration of the software to the Client's employed or contracted personnel designated by the Client, in accordance with the conditions agreed between Klarway and the Client.

6. 11.

   Klarway designates its “Implementation, Maintenance and Technical Support Department” to maintain contact with the persons responsible for the process designated by the Client for the duration of the period covered by the contract, for the purposes of management, maintenance, technical support and a help desk for resolving problems or queries related to the Software, the applications and/or Klarway's services.

7. 12.

   Klarway will provide the Client with the “User Manuals” as well as instructions for the correct handling of the Software, the applications and the Administration Panel.

Event configuration. Responsibility.

1. 13.

   The Software carries out the proctoring of monitored sessions by detecting events and situations of different types that occur while “End Users” carry them out. Events and situations are categorized according to different levels of criticality, all of which is done automatically by the Software in accordance with its default configuration, which the Client states it knows and expressly accepts.

2. 14.

   The Client may, in certain cases and in accordance with its particular needs, ask Klarway for certain changes to that configuration, so that the Software detects or does not detect certain events or situations and/or categorizes them at a given level of criticality, as pre-established. Klarway will assess in each case the technical feasibility of meeting the Client's request, and may refuse the request if it is not feasible.

3. 15.

   The Client expressly states that it is the Client's sole responsibility and cost to duly inform “End Users” of the behaviors that are permitted, mandatory or prohibited during monitored sessions, in accordance with the Client's internal regulations, as well as to inform them of what types of events or situations are detected by the Software during the proctoring of monitored sessions or of their categorization according to the different levels of criticality.

4. 16.

   The Client acknowledges and expressly states that Klarway has no obligation to inform “End Users” of the behaviors that are permitted, mandatory or prohibited during monitored sessions, nor to inform them of what types of events or situations are detected by the Software during the proctoring of monitored sessions or of their categorization according to the different levels of criticality.

Conditions of use of the extension application, the desktop application and the administration panel

Acknowledgments

1. 1.

   The “End User” expressly acknowledges that they have been duly informed by the Client that, for the purposes of Klarway's provision of the proctoring service contracted by the Client, they must download, install and/or access, through their computing device, the EXTENSION, the DESKTOP APP or the ADMINISTRATION PANEL, as the case may be, for the purposes of providing the services contracted by the Client, all in accordance with the instructions given by the Client.

2. 2.

   The “End User” expressly acknowledges that their relationship with Klarway is as a person to whom the Client provides its own services and in respect of whom the Client wishes to carry out proctoring (the Client's customer), or as personnel contracted by or dependent on the Client, and that they download, install, access and/or use the EXTENSION, the DESKTOP APP and the ADMINISTRATION PANEL at the express indication, instruction or request of the Client.

3. 3.

   The “End User” expressly acknowledges that they have been duly informed by the Client of the technological requirements they must meet in order to download, install, access, use and run the EXTENSION, the DESKTOP APP and the ADMINISTRATION PANEL.

4. 4.

   The “End User” expressly acknowledges that they have been duly informed by the Client that, once the DESKTOP APP and/or the EXTENSION has been downloaded, installed and/or accessed, they must enter it and provide the data requested in the application for the purposes of registration and identity validation through facial recognition, following the steps indicated to them, and of carrying out the monitored event, and that, throughout the session, they must comply with the guidelines provided by the Client regarding the actions that are permitted, mandatory or prohibited, as well as with the criteria the Client will take into account to determine whether the “End User” has complied with the guidelines provided during the monitored session. The “End User” expressly acknowledges that, where the applicable law so requires, they have given their consent to the Client for the aforementioned identity validation procedures to be carried out, as well as for the collection and processing of their personal identity data used by the applications for identity validation and monitoring, and for the collection and processing of their personal data, including their biometric data (image of their face, body, etc.) and data on their environment used by the DESKTOP APP and/or the EXTENSION for monitoring sessions. The “End User” expressly acknowledges that they have been duly informed by the Client that the process of validating their identity will be carried out by comparing their personal data registered with the Client against the personal data provided through the applications, and that the monitoring process may include photographic and/or video and sound evidence of the monitored session and/or control of the computing device used and of the “End User's” environment.

5. 5.

   If you are an “End User” and decide not to use the Klarway Services defined by the Client as a proctoring tool, you must give formal notice to the Client through the channels it provides.

6. 6.

   On Klarway's website (https://klarway.com/soporte) the End User can find useful information related to downloading and installing the applications, technological requirements, registration, recommendations for taking exams, permissions that must be granted to Klarway in order to use the applications, frequently asked questions and other useful information for the correct use and enjoyment of Klarway's technologies. Such information is for guidance only. If in any doubt, the End User must contact the Client that contracted Klarway's services and to which they are linked.

License of use

1. 7.

   Klarway grants the “End User” a personal, non-exclusive and non-transferable license of use to install and run the EXTENSION, the DESKTOP APP and/or the ADMINISTRATION PANEL, as the case may be, on their computing device, for the sole purpose of their use in the provision of the proctoring service contracted by the Client.

2. 8.

   In the event the relationship between Klarway and the Client, or between the Client and the “End User”, ends, the License granted hereby shall automatically cease, and the “End User” must immediately cease running, accessing and using, or uninstall, as the case may be, the EXTENSION, the DESKTOP APP and/or the ADMINISTRATION PANEL from their device. Failure to comply with this obligation shall make the “End User” liable for breaching these “General T&Cs” as well as for infringing the intellectual and/or industrial property rights of Klarway and/or of third parties with which Klarway has a contractual relationship, and the “End User” shall be fully liable for all damages caused to Klarway. However, if, after the end of the services with the Client, the “End User” is receiving services provided by another Client, they shall not be required to comply with this obligation.

3. 9.

   It may happen that, as a result of the end of the Services with the Client, the “End User's” identity validation data has been deleted, removed or is no longer available. In that case, if the “End User” receives services provided by another Client, they must again validate their identity data in accordance with the instructions given by the corresponding Client.

Intellectual property

1. 1.

   The website, services, products, software, applications, content and/or information offered, made available, licensed and/or provided by Klarway to the User, including but not limited to source and object computer programs, flowcharts, graphical interfaces, design, presentation, selection, organization, manner of arrangement, functionalities, texts, graphics, images, photographs, videos, audio, multimedia works, manuals, slogans, logos, trademarks, icons and files, are protected by national laws and international conventions on Intellectual and/or Industrial Property, including rules on trade secrets and confidential information, and are the exclusive property and/or ownership of Klarway and/or of third parties contractually linked to Klarway.

2. 2.

   Klarway reserves all intellectual and/or industrial property rights to which it is entitled over them, except for the uses expressly authorized in these “General T&Cs” and/or in Specific Conditions.

3. 3.

   Klarway warrants that it holds the rights to grant the corresponding authorizations to use the website, services, products, software, applications, content and/or information offered, made available, licensed and/or provided by Klarway and/or that entitle it to provide the proctoring service. Unless otherwise provided in specific conditions, if the User receives a judicial or extrajudicial claim from a third party based on any infringement of copyright, patents, third-party trade secrets and/or other intellectual or industrial property right in connection with the use of the Services, the User shall notify Klarway within two (2) business days of becoming aware of such claim, so that Klarway may take appropriate measures to defend against the claim received.

4. 4.

   Carrying out any of the acceptance actions and/or signing any agreements or contracts with Klarway relating to the use of the website, services, products, software, applications, content and/or information offered, made available, licensed and/or provided by Klarway does not make the User an author, co-author, owner, co-owner and/or assignee of any of the intellectual and/or industrial property rights over them, nor does it confer any personal, moral and/or economic right beyond what is expressly provided in these “General T&Cs” and/or in Specific Conditions. In this regard, the User does not acquire, and is not entitled to, any ownership right whatsoever over the Software and the Applications, their component elements, structure, flowcharts, look and feel, source code, object code, trademarks, names, icons, technical documentation or any element or component part of the Software and the Applications, including copyright, intellectual property, invention patents, utility models, trademarks, commercial, technical or industrial secrets, industrial designs or models and/or any other intellectual or industrial property right, the User's rights being limited to the License of Use on the express terms agreed herein and/or in any Specific Conditions.

5. 5.

   The website, services, products, software, applications, content and/or information offered, made available, licensed and/or provided by Klarway are intended for the provision of the proctoring service. Any other use of them that has not been previously and expressly authorized by Klarway is prohibited for the User and constitutes a serious breach of these “General T&Cs” and an infringement of the rights of Klarway and/or of third parties contractually linked to Klarway, including, by way of example only, the copying, storage, translation, modification, creation of derivative works, sale, rental, sublicensing, publication, display, transmission, streaming, broadcasting, commercialization and/or distribution in any form and by any means, whether free of charge or for consideration, of the website, services, products, software, applications, content and/or information offered, made available, licensed and/or provided by Klarway.

User-provided content

1. 1.

   All content, whatever its type, format and means of transmission, that Users create, originate, send, transmit, communicate, publish, display and/or make available through the Services (hereinafter “User-Provided Content”) shall be the sole responsibility of the person who created, originated, transmitted, communicated, published and/or made it available.

2. 2.

   By sending, transmitting, communicating, publishing, displaying and/or making any Content available through the Services, the User states and warrants that they hold all intellectual and/or industrial property rights over it and/or that they have the relevant authorization granted by its owner, by the legislation in force or by the competent authority, and, unless otherwise provided in Specific Conditions, grants Klarway a worldwide, perpetual, irrevocable and royalty-free license to use, run, host, store, process, reproduce, modify, adapt, create derivative works (for example, those resulting from translation, adaptation or other changes), communicate, send, transmit, publish and publicly display such content for the purposes of providing, promoting and improving the Services and/or developing new services. This license shall remain in force even after the termination of these “General T&Cs” and/or of the relationship between Klarway and the User for any reason. The User declares and warrants that they have all the rights necessary to grant the aforementioned authorizations.

3. 3.

   Klarway assumes no specific obligation regarding the supervision and/or control of “User-Provided Content”, and therefore assumes no liability for such Content. Access to and/or use of any such content and/or materials is at the User's sole responsibility and risk.

4. 4.

   Klarway does not endorse, support, promote, represent or warrant the completeness, truthfulness, accuracy, lawfulness and/or reliability of any “User-Provided Content”, nor any opinion and/or comment expressed by Users. The User understands that, by carrying out any of the acceptance actions, they may be exposed to “User-Provided Content” that is offensive, harmful, inaccurate, unlawful and/or inappropriate or, in some cases, content that has been incorrectly labeled or that is misleading. Under no circumstances shall Klarway be liable for any “User-Provided Content”, including, among others, any error or omission in any Content or any loss or damage incurred as a result of the use of any such content.

5. 5.

   If any User considers that any “User-Provided Content” is offensive, harmful, inaccurate, unlawful, misleading and/or inappropriate and/or violates the legislation in force or these “General T&Cs” and/or is contrary to morals, good customs and/or public order, we ask that they contact Klarway through any of the communication channels available through the Services.

6. 6.

   The User expressly assigns to Klarway all economic rights that may eventually correspond to them with respect to any communication, comment, query, suggestion and/or material that they communicate and/or transmit to Klarway, by any means, suggesting and/or recommending modifications, improvements and/or changes to the Services, including new features and/or functionalities, ideas, knowledge, concepts, techniques, procedures, methods, designs, diagrams, computer programs and/or any other works, discoveries, inventions and/or know-how applicable and/or related to the Services. The User also gives their consent to assist Klarway in documenting, perfecting and/or maintaining the rights over such communications, comments, queries, suggestions and/or materials. The User acknowledges and expressly accepts that Klarway shall be the sole and exclusive owner of the intellectual and/or industrial property rights over such communications, comments, questions, suggestions and/or materials and that it may freely use and/or exploit them, without any restriction, without the need for additional and/or specific authorization from the User and without being obliged to pay the User any compensation, royalty, payment and/or indemnification whatsoever, for any reason.

7. 7.

   Klarway is not obliged to store, retain and/or supply copies of any content that the User has provided when using the Services, except as agreed in Specific Conditions.

8. 8.

   Klarway reserves the right to retain, delete, remove and/or discard, without prior notice, at its sole discretion and without any indemnification, payment and/or compensation in favor of the User whose content has been deleted or whose access has been blocked, any Content provided by the User, if it considers that it is contrary to these “General T&Cs”, to Specific Conditions, to the applicable laws in force and/or to customs and practices.

Claims for infringement of third-party rights

1. 1.

   Klarway respects the intellectual and/or industrial property rights of third parties and expects the same from the Users of its Services.

2. 2.

   Klarway will respond to notices of alleged infringements of intellectual and/or industrial property rights that comply with the law and are notified to it in accordance with the procedure described below.

3. 3.

   If you consider that Content that you own and/or hold title to has been the subject of a use that infringes your intellectual and/or industrial property rights over such content, we ask that you provide us with the following information: (i) the details of the holder of the intellectual and/or industrial property right or of the person authorized to act on their behalf, attaching the relevant identity and representation documentation; (ii) the identification of the work, information and/or trademark protected by the intellectual and/or industrial property rights that may have been infringed; (iii) the identification of the content that may be infringing your rights, together with information reasonably sufficient to allow its unique and precise identification and location (URL or similar); (iv) your contact information, including your address, telephone number and email address; (v) a statement by you in which you declare in good faith that the use of the content in the manner indicated has not been authorized by the holder of the intellectual and/or industrial property right, their representative or the law; (vi) a statement that the information included in this notice is correct and that you are authorized to act on behalf of the holder of the right in question; (vii) documentation proving the claimant's ownership of the intellectual and/or industrial property rights (for example, title deed and/or registration number with the relevant national, regional or international body).

4. 4.

   Klarway reserves the right to remove and/or block access to, viewing, communication, publication and/or distribution of any content that allegedly infringes intellectual and/or industrial property rights, without prior notice, at its sole discretion and without any indemnification, payment and/or compensation in favor of the User whose content has been removed or whose access has been blocked. Where appropriate circumstances exist, Klarway may also terminate a User's account if it is determined that the User has in any way violated these “General T&Cs”, Specific Conditions, the laws in force on intellectual and/or industrial property and/or any instruction given by Klarway to the User.

5. 5.

   For the purposes of the procedure described in this clause, infringements of intellectual and/or industrial property rights must be notified to the following email address info@klarway.com, with the subject: “INTELLECTUAL AND/OR INDUSTRIAL PROPERTY INFRINGEMENT” (in Spanish: “VIOLACIÓN DE PROPIEDAD INTELECTUAL Y/O INDUSTRIAL”).

Confidentiality

1. 1.

   By reason of and/or on the occasion of carrying out any of the acceptance actions and/or of entering into, performing, complying with or terminating these “General T&Cs” and/or any other Specific Conditions, the User may gain access to valuable confidential technical and/or commercial information, trade secrets and/or personal data owned by and/or under the legitimate control of Klarway and/or of third parties who have entrusted them to Klarway.

2. 2.

   For the purposes of maintaining the confidentiality, safekeeping, reserve and/or secrecy of that information, the User expressly acknowledges that maintaining absolute reserve and confidentiality with respect to each and every one of this information, these secrets and/or personal data is an essential condition of their relationship with Klarway, given that knowledge of such information, secrets and/or personal data by third parties would deprive Klarway and/or the third parties that have entrusted such information to Klarway of the possibility of remaining in peaceful and exclusive possession and exclusive enjoyment of the benefits derived from them and/or would place it in breach of its obligation to safeguard and keep secret information vis-à-vis the third-party owners, holders and/or legitimate possessors who have entrusted and/or transmitted them to it, or would cause unlawful harm to other Users and/or third parties.

3. 3.

   On the basis of the foregoing, the User undertakes to use all the information, secrets and/or personal data to which they have access by reason of or on the occasion of their relationship with Klarway solely for the purposes of Klarway's provision of the proctoring service, and to preserve the confidential information, secrets and/or personal data to which they gain access or which are disclosed to them, keeping them in strict reserve and confidence, assuming liability for any damages that unauthorized access to and/or disclosure of it may cause.

4. 4.

   If you are an End User of the Services in your capacity as personnel employed or contracted by the Client, you state and expressly acknowledge that, prior to using the Services, you have been specially informed by the Client of the confidentiality obligations you have with respect to the personal data and information of the monitored “End Users” (for example, by way of example only, students, contest participants, persons examined or evaluated, among others) to which you gain access by reason of or on the occasion of the use of the Services and/or any other services or products that Klarway provides, supplies and/or makes available to the Client (for example, by way of example only, through the Administration Panel of the Klarway Proctoring Software).

5. 5.

   The confidentiality and secrecy obligations shall remain in force for as long as the information remains confidential or secret.

User account security

1. 1.

   The User is solely responsible for the security of their account, for managing the security settings made available to them and for whatever happens in their account until it is closed.

2. 2.

   If you are an “End User”, you expressly acknowledge that you have been informed by the Client, beforehand, of your responsibility for the security of your account, in accordance with the instructions and guidelines provided by the Client.

3. 3.

   Klarway shall not be liable for any kind of damage or loss suffered by the User as a result of failure to comply with the obligations relating to the security of their account and password.

Use of the services. User responsibility

1. 1.

   The User undertakes to use the Services offered, made available, licensed and/or provided by Klarway in full accordance with the conditions set out in these “General T&Cs” and/or any other Specific Conditions and the other instructions given by Klarway, the legal system in force, good faith and public order.

2. 2.

   The User acknowledges and expressly states that the use of the Services offered, made available, licensed and/or provided by Klarway is at their sole and exclusive responsibility. The User also acknowledges and accepts that they are solely responsible for their conduct and activities, as well as for whatever occurs in their environment during the proctoring process, and that they have full and complete knowledge that the proctoring service works by detecting “incidents”.

3. 3.

   The User shall be liable for damages, regardless of their nature, that Klarway, its associated or related companies, its partners, directors, representatives, suppliers, and contracted or employed personnel may suffer as a result of breach of any of the obligations incumbent upon them arising, directly or indirectly, from these “General T&Cs” and/or any Specific Conditions, other indications or suggestions given by Klarway or the legal system in force, expressly and without reservation undertaking to hold Klarway harmless from any third-party claim, whether direct or indirect, extrajudicial or judicial.

Prohibitions. Acceptable use policy

1. 1.

   The User is strictly prohibited from using the Services offered, made available, licensed and/or provided by Klarway to carry out activities contrary to these “General T&Cs”, the “Data Processing Agreement”, any Specific Conditions, the applicable legal system in force and public order, morals and good customs, or that harm the interests or rights of Klarway, other Users or third parties.

2. 2.

   By way of example only, the following are considered expressly prohibited activities for the User:

   1. a)The unauthorized use, sending, disclosure, display, reproduction, copying or distribution of information, content, products, software or applications that the User accesses, downloads or runs through the Services, unless expressly authorized.
   2. b)The sending, transmission, publication, disclosure or distribution of information, content or files that are inaccurate, misleading, unlawful, harmful, threatening, abusive, defamatory, slanderous, vulgar, obscene, pornographic, invasive of intimacy or privacy or discriminatory, or that the User is not authorized to send, transmit, publish, disclose or distribute due to legal, administrative or contractual provisions and/or by virtue of any condition and/or policy of use and/or service, commercial policy, privacy policy and/or any other condition and/or regulation.
   3. c)Carrying out activities that infringe intellectual property rights, industrial property rights and/or the commercial, industrial or business secrets of Klarway, other Users or third parties, as well as confidentiality obligations assumed toward them.
   4. d)The sending, transmission, publication, disclosure or distribution of information, content or files consisting of unsolicited or unauthorized advertising, promotional materials, junk mail, spam and/or similar messages.
   5. e)The sending, transmission or introduction of computer viruses and/or other malicious computer code or programs or files aimed at interrupting, destroying, disabling or limiting the functionality of any software, hardware, systems, networks or computer equipment, or aimed at accessing, collecting, modifying, diverting, communicating and/or disclosing private information of other Users and/or third parties, or that disable, interrupt, render unusable, damage, overload or interfere with the Services offered, made available, licensed and/or provided by Klarway.
   6. f)Accessing or attempting to access the Services offered, made available, licensed and/or provided by Klarway using a method other than that authorized by Klarway.
   7. g)The use of reverse engineering techniques, as well as decompiling, disassembling, taking apart, decrypting and/or otherwise attempting to obtain the source code of any computer program, software or application owned by Klarway and/or by third parties contractually linked to Klarway and used for the provision of the services offered, made available, licensed and/or provided by Klarway.
   8. h)The removal, blocking, distortion or concealment of legal notices, copyright, registered trademarks and/or other intellectual or industrial property rights, the technical devices protecting those rights, as well as any advertising or communication from Klarway that appears in the services offered, made available, licensed and/or provided by Klarway.
   9. i)The use of the services offered, made available, licensed and/or provided by KLARWAY to carry out personal data processing in violation of the regulations in force on personal data protection, in particular the provisions on the processing of sensitive data or special categories of personal data.
   10. j)Carrying out any type of activity that involves the violation of the rights of other Users or third parties to their intimacy, privacy, honor, right to their image, secrecy of communications and/or personal data protection.
   11. k)Carrying out activities that interfere with or interrupt in any way the Services offered, made available, licensed and/or provided by Klarway.

Authorization to use name

1. 1.

   The Client authorizes Klarway to use its name, trade name, corporate name, commercial signs, logos and product and service trademarks for the purposes of including it in Klarway's list of Clients and of using and incorporating them in its website, publications, brochures, flyers and any other advertising or commercial element, or in marketing campaigns and press releases and, in general, to use them provided it does not affect the Client's corporate image. Such use is granted for that sole and exclusive purpose, and Klarway may not make any use other than that stated in this clause. In return for such authorization, Klarway shall owe the Client no consideration, compensation, indemnification, royalty or payment whatsoever of any kind.

Hyperlinks

1. 1.

   Linking to the website https://klarway.com/ from other sites or web pages, in whole or in part, must be done in accordance with the legislation in force, the rules of good faith, morals and public order and these “General T&Cs”, and in such a way that it does not involve unfair competition or injury, impairment, violation and/or harm to the rights and/or legitimate interests of Klarway, which reserves the right to take legal action otherwise.

2. 2.

   The website https://klarway.com/, and the services, products, software, applications, content and/or information offered, made available, licensed and/or provided by Klarway, may include in their content links to websites, blogs, etc., belonging to and/or managed by third parties for the purpose of facilitating access to information available on the Internet. Klarway assumes no liability arising from the existence of links between the content of the website https://klarway.com/, the services, products, software, applications, content and/or information offered, made available, licensed and/or provided by KLARWAY and content located outside of it and/or any other mention of external content; their link or reference does not imply sharing the opinions reflected in them and respects the intellectual property rights that their authors and/or owners may hold over such content. In the event of a claim, the user must contact the person responsible for the relevant website, blog, etc.

Warranty. Limitation of liability

1. 1.

   The User understands and expressly accepts that Klarway provides the Services to them "AS IS" and "AS AVAILABLE".

2. 2.

   Klarway offers its Services with a reasonable level of skill and diligence. Notwithstanding this, we do not ensure or guarantee that the Services will be 100% effective and/or active, will operate uninterruptedly, will be available uninterruptedly, will meet Users' needs or will be free of errors or failures. Without prejudice to the foregoing, we will make the necessary efforts for the Services to have an effectiveness and/or uptime of at least 95%.

3. 3.

   Except as agreed in Specific Conditions and for the warranties expressly established by the applicable legislation as non-waivable, and to the extent, scope and extension provided by the applicable law, Klarway offers no specific warranty, implied or express, and disclaims any type of warranty in relation to the Services. In particular, Klarway grants no warranty and assumes no liability for damages caused to the User or to third parties: (i) if its Services are not used in accordance with the indications or suggestions provided by Klarway; (ii) if its Services are not used in accordance with the technological requirements necessary for such purposes; (iii) if the defect is caused by a malfunction of the Client's LMS or computer system that has been integrated with Klarway's Services; (iv) if the defect is caused by a malfunction of the device, hardware or software used by the User; (v) if the defect is caused by problems with the User's Internet access or connection or electrical grid; (vi) if the defect is caused by carrying out any of the activities prohibited under the Acceptable Use Policy (clause 13 of these “General T&Cs”); (vii) if the defect is caused by force majeure, an act of God or any other event produced by causes that are not exclusively attributable to Klarway.

4. 4.

   No advice or information, whether oral or written, obtained from Klarway and/or through the Services, shall create any warranty that is not expressly established in these “General T&Cs”, except as provided in Specific Conditions.

5. 5.

   To the extent permitted by the legal system in force and except as expressly agreed in specific conditions, in no event shall Klarway, its related or associated companies, its partners, directors, representatives, suppliers, or contracted or employed personnel be liable for any indirect damage, loss of profit, loss of opportunity, punitive damages or damages resulting from loss of data, damage to computer systems or devices, or interruption of the User's business and/or activities, resulting from the use of or inability to use the Services, from failures in accessing them, lack of availability, failure and/or discontinuity of the Services and/or from the use of the Services by other Users.

6. 6.

   The User shall be entirely responsible for defining the results to be obtained through the use of the Services, as well as for determining whether their use is suitable for their needs. In no event shall Klarway assume any liability for the results obtained and/or the decisions that the User takes and/or fails to take by reason of or on the occasion of the use of the Services.

7. 7.

   The User expressly accepts that they are solely and exclusively responsible for the use they make of the Services and that Klarway shall not be liable for unauthorized access, copies, alterations and/or deletions of data, information or files that third parties may carry out on their Services, nor for their consequences and/or damages, whether direct or indirect, in cases where the User has used the Services in a manner contrary to the indications or suggestions provided by Klarway.

8. 8.

   To the extent permitted by law, Klarway's total coverage for any claim related to the services, including any implied warranty, is limited to the amount that the User has paid for Klarway's Services.

Termination of these T&Cs

1. 1.

   These “General T&Cs” shall apply until Klarway or the User terminates them in accordance with the provisions hereof, except as provided in any Specific Conditions.

2. 2.

   The Parties may terminate these “General T&Cs” without cause by giving the other Party thirty (30) calendar days' notice before the intended termination date.

3. 3.

   In the event of breach of any of the obligations stipulated in these “General T&Cs” and/or any other Specific Conditions, the complying Party may terminate the relationship if the breaching Party persists in the breach after being summoned to comply through the means of notification provided for in these “General T&Cs”, and may also claim full damages arising from such breach.

4. 4.

   The termination of these “General T&Cs” and/or of any other Specific Conditions at the will of either of the Parties shall not release the Parties from compliance with their pending obligations up to the termination date.

5. 5.

   The termination of these “General T&Cs”, whatever the cause or reason, shall automatically terminate the licenses granted by Klarway to use and/or run the Software and the Services, and the User must proceed to uninstall any program, software and/or Klarway application that they may have downloaded to their smartphone, computer, server and/or computing device for the purposes of providing the Services.

6. 6.

   The provisions hereof are without prejudice to Klarway's ability to legally claim from the User for the damages caused by their breaches of these “General T&Cs” and/or by the infringement of the rights of Klarway and/or of third parties contractually linked to Klarway.

7. 7.

   Clauses 7 (INTELLECTUAL PROPERTY), 8 (USER-PROVIDED CONTENT), 10 (CONFIDENTIALITY), 16 (WARRANTY. LIMITATION OF LIABILITY), 21 (INDEPENDENCE AND INDEMNITY) and 23 (GOVERNING LAW AND COMPETENT JURISDICTION) shall remain fully in force even after the relationship between the Parties has ended for any reason.

8. 8.

   The provisions of this clause shall apply to any specific conditions, unless they provide otherwise.

9. 9.

   If you are an “End User” and have any query or claim regarding the request to close your account or the deletion of your personal data that may still be stored on Klarway's servers, you may submit your query or claim by sending an email to info@klarway.com with your personal details: full name, identification and details of the Klarway Client you are related to; Klarway will respond to your query or claim within 48 business hours of receipt.

Modifications

1. 1.

   These “General T&Cs” may be periodically reviewed, modified or updated by Klarway unilaterally and at its sole discretion.

2. 2.

   Revisions, modifications or updates shall come into force and be fully effective from the date of their publication on the website, services, products, software, content and/or information of Klarway, without the need for additional notice to the User. Klarway will notify the Client at the email address indicated by the Client in accordance with clause 22 (NOTIFICATIONS) or by some other means of direct notification.

3. 3.

   The User's continued use of the Services after the publication of the revised, modified or updated “General T&Cs” shall mean that the User accepts and fully agrees with the changes made.

4. 4.

   Klarway recommends that the User periodically review these “General T&Cs”, so that they may be aware of any revision, modification and/or update that may have been made, as they are binding on the User.

Severability of clauses

1. 1.

   Should any part of these “General T&Cs” and/or of any specific conditions be declared invalid by any authority, the remainder of their clauses shall retain full validity, force and effect.

2. 2.

   The fact that Klarway does not enforce any right or provision of these “General T&Cs” or of any of the Specific Conditions shall not be deemed a waiver of such right or provision.

Assignment of the T&Cs and of the license

1. 1.

   Klarway may transfer, in whole or in part, the rights and obligations arising from the “General T&Cs” and/or any other specific conditions agreed with the User, unless otherwise provided therein.

2. 2.

   The User may not assign, sublicense, lease and/or in any other way transfer the rights and obligations arising from the “General T&Cs”, including the Software License, the Applications and the Administration Panel granted by Klarway, the “Data Processing Agreement” and/or any other specific conditions.

Independence and indemnity

1. 1.

   Klarway and the Client declare that these “General T&Cs” are not associative in nature, and that neither Klarway nor the Client intends to form a company, association, joint venture, temporary business union, etc. For that reason, Klarway and the Client state that they shall be solely responsible toward third parties for the provision of the services corresponding to the respective line of business of each of them. In particular, it is agreed that all employees and/or service providers used by Klarway and the Client shall be employed and/or contracted exclusively by them, regardless of the place where they provide the services, with all payments and other legal, tax and/or labor obligations that the legal relationships entail being the sole responsibility and cost of each.

2. 2.

   Klarway and the Client shall hold each other harmless from any claim that one or more third parties may bring against the other Party, where there is any kind of liability due to the exclusive fault of one of them and liability of the other Party is invoked by the claimant.

Notifications

1. 1.

   For all purposes of these “General T&Cs” and/or any other specific conditions, the following email addresses are designated, at which notifications made shall be valid:

   1. a)Klarway: info@klarway.com or any other that Klarway may designate in the future.
   2. b)The Client: the email address used for registration in the Administration Panel.
   3. c)The End User: the email address used for the account in the EXTENSION or the DESKTOP APP.
2. 2.

   The responsibility for keeping the indicated email addresses up to date and checking them periodically lies with their respective holders.

Governing law and competent jurisdiction

1. 1.

   These “General T&Cs” are subject in all respects to the laws in force in the Argentine Republic, excluding its conflict-of-law rules.

2. 2.

   Any dispute arising from these “General T&Cs” and/or any Specific Conditions, their existence, validity, interpretation, scope or performance, shall be submitted to the Ordinary Courts of the City of Córdoba (Province of Córdoba, Argentine Republic), with the User expressly waiving any other forum or jurisdiction to which they may be entitled, including the federal courts.

Contact details

1. 1.

   If you have any question, query or claim related to these “General T&Cs” and/or the website, services, products, software, applications, content and/or information offered, made available, licensed and/or provided by Klarway, please contact us by email at info@klarway.com or through any of the communication channels made available on our website www.klarway.com.