You are accessing the website https://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"), who once registered on the Platform, has the possibility of sending Short Message Service ("SMS"), recharging mobile credits ("TopUps"), validating the mobile operator ("CarrierLookUp") or use any other services available on the website for their clients, customers or prospects (the "End Customers") (the "Services").
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:
Shall have the right to temporarily, indefinitely, or permanently suspend or interrupt the provision of the Services for justified or unjustified reasons.
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.
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.
The User declares the following:
For Individuals:
Being an individual with legal and economic capacity with the necessary faculties to understand, read, and be bound by this Agreement.
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.
It is their will to be bound by this Agreement.
It is their wish to acquire the Services that Zorya offers through the Platform.
Expressly states that in accepting this Agreement of the relationship between the User and Zorya, there are no vices of consent concerning the contracting parties’ will.
They are obliged to collaborate at all times by the principles of good faith, transparency, and efficiency.
The information and documentation provided to Zorya through the Platform are correct, current, and truthful.
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.
The use that the User will make of the Platform and the Services will be lawful.
The financial resources to pay Zorya are and will be of legal origin.
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:
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.
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.
It is duly registered with the Tax Administration Service (Spanish: Servicio de Administración 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.
Accepting this Agreement does not violate or fail to comply with any provision contained in (i) its bylaws 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.
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.
It is their will to bind the represented entity by this Agreement.
It is their wish to acquire on behalf of the represented entity the Services that Zorya offers through the Platform.
Expressly states that in accepting this Agreement of the relationship between the User and Zorya, there are no vices of consent concerning the contracting parties’ will.
They are obliged to collaborate at all times by the principles of good faith, transparency, and efficiency.
The information and documentation provided to Zorya through the Platform are correct, current, and truthful.
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.
The use that the User will make of the Platform and the Services will be lawful.
The financial resources to pay Zorya are and will be of legal origin.
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 Platform is how Zorya offers and delivers its Services to the Users, prior registration on the Platform, acceptance, and compliance with this Agreement by the User.
Therefore, the User, at the time of accepting the Terms and Conditions of the Agreement, acknowledges compliance with the following:
The User will use the Services to the extent they deem appropriate in accordance with the relationship they maintain with their End Customers. Due to the preceding, the User acknowledges that Zorya will under no circumstances be considered a third party linked to the relationship between the User and the End Customers because Zorya does not act as the issuer of sending SMS, provisioning Top Ups, or other Services. Zorya exclusively provides the available Platform to the User; the latter is responsible for entering the contact information and data of the End Customers. The way of using the Services is not in Zorya's power of decision; it is the User who decides how and when to execute the Services through the Platform.
Service provided by Zorya, and the Mobile Carriers and/or third parties involved within Zorya's platforms and connections, that allows the User, via the Web portal or an API interface, to purchase and provision one or more of the following Services for a mobile subscriber: Airtime, Data Packages or Bill Payments, as long as those are available in the Zorya catalog.
The User can commercialize and distribute the Services to their clients to sell products to End Customers, apply promotions, implement marketing strategies, or similar services that the User and Zorya previously agreed upon.
The User agrees to incorporate and implement the technology and Services in their products per the specifications indicated in these Terms and Conditions.
The catalog of available products can be consulted at: https://www.zorya.mx/docs/.
Even with the Agreement, the minutes, SMS, and Data included in each recharge may vary without prior notice or notification to the User based on commercial changes in the mobile carriers and/or third parties involved.
The price table of the Services may change without prior notice to the User based on changes in the commercial fees of the mobile carriers and/or third parties involved.
Definitions:
SMS: Short text-only message received by a mobile subscriber delivered by mobile carriers via the Zorya connection.
A2P (Application to Person): SMS sent from a business application to a mobile subscriber.
MT: Mobile Terminated message delivered to a mobile phone. Outbound SMS from each of the mobile carrier networks.
MO: Mobile Originated message sent from a mobile phone to a platform. Incoming SMS initiated by subscribers in each of the mobile carrier networks.
Subscribers: Customers of each one of the mobile carriers that will interact with the Service specified in the present Agreement.
Shortcode: National, non-geographic short number specific to the mobile operator through which the User can send SMS to subscribers.
Mask (Alphasender): Custom sender of an A2P SMS, the mask is a text consisting of any combination of letters and numbers.
GSM Encoding: The standard alphabet for SMS messages is drawn up in the GSM 03.38 standard. It is always compatible with GSM networks. In languages with more than 128 commonly used symbols, GSM is required. GSM-7 is the default SMS encoding standard, which packs the most frequently used characters into 7 bits.
UCS Encoding: Universal Coded Character Set (UCS) standards are defined by the International Organization for Standardization (ISO) in ISO/IEC 10646. UCS-2 is a character encoding standard in which characters are represented by a fixed-length 16 bits (2 bytes). It is used as a fallback on many GSM networks when a message cannot be encoded using GSM-7 or when a language requires more than 128 characters to be rendered. UCS-2 represents a possible maximum of 65,536 characters, or in hexadecimal from 0000h-FFFFh (2 bytes). The characters in UCS-2 are synchronized to the Basic Multilingual Plane in Unicode.
A2P SMS is the Service provided by Zorya, and the Mobile Operators and/or third parties involved within Zorya's platforms and connections, that allows the User to send messages to subscribers from a Shortcode or Alphasender, and to receive messages at no cost or a reduced cost for the subscribers.
The User can commercialize and distribute the Service to their clients to send customer communications, marketing notifications, alerts, or similar services that the User and Zorya previously agreed upon.
Zorya will assign a connection via SMPP or HTTP with a defined bandwidth to the User, which will be the maximum number of messages per second that Zorya allows the User to send to mobile carriers, and these, in turn, will deliver to Subscribers.
Zorya will notify the User via SMPP or HTTP of the SMS's status until it is delivered to the mobile carrier’s network.
Suppose a Subscriber sends an MO to the dedicated Shortcode assigned to the User. In that case, Zorya will deliver the SMS to the User through the established connection when the mobile carrier notifies Zorya of such an event.
An SMS has a maximum length of 160 characters for GSM content. If the length of the message sent exceeds 160 characters, each segment of 153 characters counts as an SMS since the protocol uses 7 (seven) characters to concatenate the message.
The following is the list of valid GSM characters:
@ £ $ ¥
A B C D E F G H I J K L M N Ñ OP Q R S T U V W X Y Z
a b c d e f g h i j k l m n ñ o p q r s t u v w x y z
0 1 2 3 4 5 6 7 8 9
¡ ! " # % & ' () * + - _ . , / : ; > < = ¿?
When the message sent contains any character not included in the GSM characters list, it is converted to UCS encoding.
A UCS SMS has a maximum length of 70 characters. UCS contains over one hundred thousand abstract characters, each identified by a unique name and a sequence of integers called a code point. If the message's length exceeds 70 characters, each segment of 67 characters counts as an SMS since the protocol uses 3 (three) characters to concatenate the message.
When sending SMS through the Platform, Zorya will assign a generic identification number as the sender. In case the User requires a specific sender, they must contact Zorya (ops@zorya.mx) to initiate the request.
Service provided by Zorya, and Mobile Carriers and/or third parties involved within Zorya's platforms and connections, that allows the User via the Web portal or an API interface to obtain in real-time the information of the current network service provider of a given mobile telephone number to optimize messages and calls routing for cost and service quality.
The User agrees to incorporate and implement the technology and Services in their products per the specifications indicated in these Terms and Conditions.
Zorya, at its discretion, may offer the Platform Services as a trial under the conditions and terms that Zorya informs the interested Users at the time and with the scope indicated. This version will have the sole and exclusive purpose that the User can know the use and functionality of the Platform.
For this modality, at the discretion of Zorya, the Users who are determined as candidates for the trial version will be informed of the restrictions or limitations of the scope of the Services.
Users who use the free trial of the Platform commit to read, understand, consent to, and comply with these Terms and Conditions.
The free trial indicated in this section, at the discretion of Zorya, may be suspended or canceled at any time without any liability to Zorya, with or without notice to the User.
The prices, duration, scope, limitations, and other characteristics of the Services will be informed to the User through the Platform, which Zorya may modify from time to time and as a result of any change that the mobile operators make to the related costs. Value Added Tax (IVA) must be added to the prices of the Services displayed on the Platform.
The prepaid balance may be used up to 90 (ninety) calendar days after its payment, and after this period, the balance not used by the User will expire permanently and can no longer be used.
To have access to the Platform and consequently to use the Services, the User must register on the Platform by creating an account according to the registration form that Zorya makes available through the Platform (the "Account Application").
For the Account Application, the User must provide the information and documentation detailed in the registration form. However, Zorya may request additional documentation or information deemed necessary and reasonable to authenticate and verify the User's identity.
Registering on the Platform is at the discretion of each User, but Zorya, at discretion, may reject or accept any Account Application without any liability to Zorya.
At any time, the User may delete or request the deletion of his account on the Platform to Zorya, for which reason Zorya will remove the account on the Platform. Notwithstanding the preceding, the User agrees that Zorya retains their information indefinitely, for at least 120 (one hundred and twenty) calendar days, the foregoing by any requirement from mobile carriers or competent authority.
Users can access the Platform only through the username and password they have designated when making their Account Application so that the User will be solely and exclusively responsible for the safeguarding, custody, and use of their username and password.
Access to the Platform using the username and password will be considered carried out by the User. Therefore, any improper use of the account and/or the Services by any third party will be the responsibility of the User, for which they acknowledge to assume any consequence of use, as well as accept any damages and losses derived from the access and use of their account, the Platform, and the Services.
If you forget the username or password or have any other circumstance that prevents access or registration to the Platform, please contact Zorya through the contact methods specified below.
The User may unsubscribe from the Platform, for which they must request Zorya to deactivate their account through the contact methods specified below. Zorya will not deactivate a User’s account with any pending obligation to Zorya and/or any legal restriction that prevents the account's deactivation. Once the User pays the total amount of debt and fulfills their pending obligations, the account will be deactivated.
The User must pay the cost of the Services prior to using the Services (prepaid) and any other charges applicable per this Agreement. Considering this, the User must register a debit or credit card on the Platform to pay for the Services. Zorya points out that the Platform uses Adyen and Paypal payment processing services, which have the required official and technical accreditations. Adyen and Paypal operate independently of Zorya.
Zorya strongly recommends that prior to entering your bank details, you review the terms of use at adyen.com or paypal.com, as applicable. The registration of any credit or debit card on the Platform will be understood as the User has read, understood, and accepted the privacy notice, the terms and conditions of Adyen or Paypal, and other information related to them.
The User acknowledges that the financial resources with which they will pay for the Services are of legal origin; therefore, in this act, they release Zorya from any liability arising from the false declaration and/or non-compliance with what is indicated in this section, for which the User is obliged to indemnify and hold Zorya harmless, as well as to reimburse any expenses and costs (including attorneys' fees) derived from the breach of what is indicated in this paragraph.
Zorya does not store data from the bank cards used to pay for the prepaid Services.
The User may request the corresponding invoice for the payment of the Services during the calendar month in which the payment or payments were made, for which they must contact Zorya through the contact methods specified in these Terms and Conditions to request the invoice, attaching a copy of their Fiscal Situation Certificate issued by the SAT in the case of Individuals or moral persons in Mexico or their taxing information for foreign entities, and proof of their payments made during the current month.
The validity of these Terms and Conditions for each User will be in accordance with the Services contracted on the Platform.
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.
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 carry out 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 End Customers 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.
The User agrees, accepts, and acknowledges that it is strictly prohibited to (i) provide incorrect, false, inaccurate, or imprecise information for registration and account creation on the Platform, (ii) make improper, illegal, or contrary use to what is indicated in the These Terms and Conditions of the Platform and any of the Services, including, but not limited to, sending SMS whose content contains malicious software –spam, smishing, phishing (cyber-scam), pharming, malvertisements-, extortion software (ransomware, doxware, scareware), virus, spyware, trojans or any similar, and/or that have a link that redirects to a website for the purposes mentioned above, and/or that have the effect or purpose of incurring in any breach of the applicable legislation and regulations or even to commit a crime, and (iii) impersonate any third party, store and/or improperly use any information without proper ownership.
Regarding the sending of SMS through the Platform, the User commits not to send SMS messages that contain language that incites violence, discrimination, intended for political campaigns, related to any illegal activity, of an implicit or explicit erotic or pornographic nature, including any content or link that leads to a website with such content, as well as not to send SMS to minors, without the prior, comprehensive and written consent of the corresponding parents or guardians.
The User declares and agrees that it is strictly prohibited:
Send Spam:
Spam is understood as the User sending 10 (ten) or more messages with the same content in a period of one (1) minute.
The User is prohibited from sending SPAM messages.
Send multiple messages:
Multiple messages are understood as the User sending Short Messages to saturate or reduce the characteristics of any element of the receiving party's network. For these purposes, the following parameters are provided as guidelines for the prohibited practices for the User:
Sending 10 (ten) Short Messages delivered to the same destination within one minute.
Sending more than 20 (twenty) Short Messages within one minute.
The maximum number of Short Messages allowed per minute per sender is 20 (twenty).
Send inappropriate or offensive SMS:
SMS with political or electoral content (political campaigns), aiming to proselytize or encourage the vote for a political party or similar.
SMS with religious content.
SMS with sexual, pornographic, racist content or of any kind that is offensive to the subscribers of any mobile carrier.
Send SMS with spam content to the customers or users of other clients.
Send SMS suggesting contracting telecommunications services provided by any other mobile carrier different from the current network service provider of the destination Subscriber, as well as the sale of terminals, devices, accessories of any nature, or any other service marketed by the receiving mobile operator.
Send SMS including prefixes or codes that could be interpreted by the Mobile Terminal Equipment of the destination subscriber as images, tones, or logos.
For the User and Zorya to take the necessary measures to filter any compromising message, the following actions are prohibited:
Manipulate, falsify, or insert information in any SMS field exchanged through the SMPP protocol.
Explore the architecture of any element involved in the connection diagram of the counterpart to look for or explore security gaps.
Send any message that affects the configuration/programming of the Mobile Terminal Equipment of the destination subscriber.
Send any message that could affect, diminish, or restrict the operation of the Mobile Terminal Equipment of the destination subscriber (Malicious Code).
Send through the connection link messages outside those detailed in the Terms and Conditions.
Reveal or compromise the content of the Short Messages if it is not an express request from a competent authority.
Send messages individually or massively originated through or in servers, computers, systems, applications, servers external to the architecture agreed between the Parties or any other instrument, terminal, or equipment different from the Mobile Terminal Equipment.
The User or, if applicable, their subsidiaries only use the SMPP links defined by Zorya for the transmission of traffic only to the subscribers of carriers supported by Zorya.
The User commits to guarantee that the SMS traffic sent to each mobile operator network only corresponds to its respective subscribers to avoid unnecessary traffic in the carrier’s network derived from messages intended for subscribers of another mobile operator.
Following the Zorya Interconnection Agreements, if required, new conducts may be included within the list of Prohibited Practices, with or without prior notification to the User.
In case of a penalty fee to Zorya by regulators or by the mobile operators involved due to the User engaging in any of the above Prohibited Practices, the User will be held responsible for all penalties and legal fees arising from the breach.
In addition, the User will comply with any modification or amendment of the Regulatory Requirements or any new regulation. If any revision to the Regulatory Requirements causes the Deliverables to be in non-compliance, the User will do their best to correct any breach.
The User cannot capture into the Platform information, documentation, or material to which they do not have any right. Any communication or non-personal material that the User transmits to Zorya, through the Platform, by email or other means, including questions, comments, suggestions, or similar information, will be treated as public, non-confidential information, and no property right may be exercised over said information or material unless expressly established otherwise in any current legal or regulatory provision.
By transmitting or capturing any content, documentation, or information into the Platform, the User declares and guarantees that:
Is the sole author and/or owner of the intellectual property rights in the content.
All posted content is accurate.
Is of legal age by the Mexican law or, where appropriate, with the applicable law.
Use of the content you supply does not violate these Terms and Conditions and will not cause harm to any person or entity.
You further agree and warrant that you will not submit any content: (i) that is false, inaccurate, or misleading, (ii) that infringes copyrights, patents, trademarks, trade secrets, or other proprietary rights or rights of publicity or privacy of third parties, (iii) that violates any law, statute or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, non-discrimination or false advertising); that is, or can reasonably be considered as defamatory, political, hateful, racial or religious biased or offensive, unlawfully threatening or unlawfully harassing any individual, partnership or corporation, (iv) that contains any computer viruses, worms or other programs or files potentially harmful computer files.
If Zorya had certainty, reasons, reasonable doubt, or indications that the information provided by the User at any time is: (i) incomplete, false, or inaccurate, (ii) that the User carried out an identity theft of any third party, (iii) that made improper use, including illegal use of the Services and/or the Platform, the User acknowledges that Zorya reserves the right, at its discretion:
Temporarily or permanently suspend or permanently cancel the User's account at any time and terminate this Agreement for the User without the need for a judicial declaration and without any liability for Zorya, this without prejudice to criminal actions, civil or of any other nature that Zorya could exercise per the applicable laws.
Block or deny access, registration, and/or use of the Services and the Platform to the User with or without prior notice.
Zorya shall have no obligation to reinstate, reimburse, or otherwise compensate the User for any remaining balance for breaching any part of this section or the Terms and Conditions.
If the User fails to comply with any section of what is indicated in this Agreement, makes an illegal use and/or contrary to the applicable laws, the User, by accepting these Terms and Conditions, acknowledges that they will be responsible for and is bound to indemnify, and hold Zorya, its affiliated companies, business partners, mobile operators, and/or their respective partners, shareholders, directors, officers, managers, agents, contractors, harmless from any claim, complaint, trial, proceeding, demand and/or any legal or extrajudicial action initiated by any End Customer of the User, any third party or any competent authority and will pay and/or reimburse Zorya for any fines, penalties, costs, and expenses (including defense and legal fees of lawyers) that derive from a breach as well as the payment or reimbursement of any penalty or compensation that Zorya may have to pay to any third party, including, but not limited to, Operators and/or Authorities.
The use of the Platform and material contained therein is at the User's own risk, for which the User acknowledges that Zorya, its shareholders, board members, directors, employees, contractors, and managers, as well as its affiliates or subsidiaries and Zorya's service providers and business partners, are not responsible for any direct, incidental, consequential, indirect, or punitive damages arising from the User's use of the Platform and the Services. Without limiting the preceding, the Platform and the material provided are presented "as is" without warranty of any kind, express or implied, including, but not limited to, the implied warranties of merchantability, competence for a particular purpose, or non-infringement.
By the preceding, the User declares that no action or right is reserved to be exercised against Zorya, the companies that constitute the same group, its employees, executives, representatives, and suppliers for any dissatisfaction, damage, or harm caused by the use of the Platform and the Services. Additionally, Zorya will not have any responsibility for any loss, damage, or other consequence caused or derived from the access or use of the Platform and/or by viruses that may infect your computer, mobile device, or any different from where you access the Platform. If you decide to access the Platform and register, it will always be at your own risk and responsibility.
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 Confidential Information 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 this Agreement 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 Confidential Information 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 Confidential Information, 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 the Confidential 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:
From the date Zorya requests it in writing; or
From the date of termination of these Terms and Conditions.
The return or destruction of Confidential Information 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 Confidential Information 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 Confidential Information. 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 the Federal 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 Industrial Property, 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.
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:
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").
"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 Government Officer to obtain or retain business or secure any improper competitive advantage or permit such actions by any third party in connection with this Agreement.
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 the Platform. However, any other consideration opposite to these Terms and Conditions 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.
In accordance with the provisions established by the Tax Administration Service (Spanish: Servicio de Administración Tributaria, "SAT") and in compliance with the requirements of article 69-B of the Federal Tax Code regarding Billing Companies for Virtual Operations (the "EFOS"), the User accepts and acknowledges that if they are identified by the SAT as an alleged EFO in terms of what is indicated in the first paragraph of said precept, Zorya will have the power to suspend or terminate the Services provided to the User, without responsibility for Zorya, and the User accepts that Zorya shall not be obliged to return the remaining balance they had on the Platform. Additionally, if the User is definitively declared as an EFO, Zorya may terminate the provision of the Services immediately, without any liability or the need for a judicial declaration. The User declared as an EFO by the SAT is obliged to indemnify and hold Zorya harmless from any claim, liability, loss, damage, prejudice, expense, and procedural costs that derive from such identification, and the User acknowledges and accepts in this act that they will also lose all right and/or action to claim any debt, balance, provision of Services by Zorya at the time of said situation. Those mentioned above will take effect from the moment Zorya notifies the User declared as EFO in writing of the termination of the provision of the Services, with no further legal requirements than reporting the written notification. In both cases (alleged or definitive EFO), the User declared as EFO will be responsible for compensating Zorya for the damages caused and derived from the non-deductibility for Income Tax (ISR) or the accreditation of transferred Value Added Tax (IVA) related to the tax receipts that cover the operations with the User declared as EFO, and indemnify Zorya as the affected party of any claim, damage or loss that it suffers derived from the identification as an alleged or definitive EFO.
Additionally, the User declared as EFO must (i) provide Zorya with all the documentation, evidence, statements, and other required information of any kind, as extensive and sufficient so that they can prove to the tax authority the materiality, performance, and existence of the operations carried out under these Terms and Conditions, under any other related or derivative document, as well as under the tax receipts mentioned above; (ii) grant the necessary and sufficient guarantees required, where appropriate, for Zorya to exercise and undertake any legal action to defend itself about any act of the tax authorities initiated or to be initiated against it derived from the identification of the User as EFO; and (iii) notify Zorya of its inclusion in any of the lists referred to in article 69-B of the Federal Tax Code, no later than 3 (three) calendar days following the publication of the corresponding list.
The obligations and rights agreed upon in this section are binding on the User throughout the validity and provision of the Services. These will be in place after the termination of this Agreement for up to a period of 5 (five) years following the date on which the termination takes effect.
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.
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 web pages does not imply that it is endorsed or authorized by Zorya. Any click to external sources or pages is at your own risk.
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.
Suppose any provision of these Terms and Conditions is considered illegal or inapplicable by any jurisdictional authority. In that case, said provision will be limited or removed to the minimum extent, keeping every remaining provision in full force and effect.
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.
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.
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.
The User may not transfer the rights and obligations acquired through this Agreement except with the prior authorization granted in writing by Zorya.
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.
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.
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