Terms and Conditions

1. Acceptance of the Terms

This document establishes the Terms and Conditions of Use (hereinafter, the “Terms”) that govern access to and use of the Ugroo ERP platform, its modules, web and mobile apps, and related services (collectively, the “Service”).

By registering for, accessing, or using the Service, the user states that they have read, understood, and fully accepted these Terms, the Privacy Policy, and any complementary policies published by Ugroo LLC.

If the user does not accept the Terms, they must not access or use the Service.

2. Definitions

• Ugroo: Ugroo LLC, its subsidiaries, authorized partners, and contractors.
• User: Individual or legal entity that registers for and uses the Service.
• Account: Unique profile created by the user to access the Service.
• Tokens: Digital consumption unit that grants access to Ugroo features under the “pay for what you use” model.
• Partners: Companies or professionals authorized by Ugroo to provide implementation, support, or consulting.

3. Purpose of the Service

Ugroo offers a business software platform (ERP SaaS) that enables managing operations, finance, sales, inventory, projects, and other administrative processes.

The Service is delivered online under a pay-per-use model through tokens, following the pricing and conditions published on the website.

4. Account Registration and Use

• The user must provide information that is truthful, complete, and up to date.
• The user is responsible for keeping their credentials confidential and for all activity performed from their account.
• Ugroo may suspend or cancel accounts that violate these Terms or are used for fraudulent, illegal, or unauthorized purposes.
• Each account belongs to a single company or person; credential sharing between organizations is not allowed.

5. Usage and Billing Model

Billing scheme: The Service runs under a “pay for what you use” model in which the user acquires tokens that represent consumption units within the system.

6. Implementation, Support, and Additional Services

• Platform access does not include support or training; these services are contracted separately.
• Authorized partners provide implementation and consulting under their own terms with the user.
• Ugroo is not responsible for services, results, or commitments assumed by third parties.
• We may offer prepaid implementation programs through partners with specific conditions.

7. Intellectual Property

• All rights over software, code, design, interface, logos, and trade names belong to Ugroo LLC.
• The user receives a limited, non-exclusive, non-transferable, revocable license to use the Service in accordance with these Terms.
• Modifying, decompiling, copying, sublicensing, or reproducing the software without written authorization is prohibited.

8. User Obligations

The user agrees to:

• Use the Service in accordance with the law, good faith, and these Terms.
• Not use the platform for illicit, defamatory, fraudulent, or integrity-compromising activities.
• Not introduce malicious code, viruses, or perform reverse engineering.
• Protect their credentials and data.
• Notify Ugroo immediately about any unauthorized use.

9. Limitation of Liability

• Ugroo provides the Service “as is,” without express or implied warranty regarding fitness for a particular purpose.
• We do not guarantee continuous or error-free availability, though we make reasonable efforts to maintain 99% annual uptime.
• We are not liable for data loss, revenue loss, indirect damages, or failures attributable to third parties or Internet services.
• Total liability to the user will not exceed the amount paid during the three (3) months prior to the claimed event.

10. Confidentiality and Data Protection

• Ugroo processes personal data in accordance with its Privacy Policy, available at ugroo.com/privacy.
• We comply with LFPDPPP (Mexico), GDPR (EU), CCPA (US), and equivalent regulations.
• The user must obtain the necessary consents from their customers or end users.

11. Suspension or Termination

Ugroo may suspend or cancel access when:

• The user breaches these Terms or misuses the platform.
• Fraudulent or suspicious activities are detected.
• It is necessary for technical, maintenance, or security reasons.
• We must retain minimal information for legal or audit purposes.

12. Updates and Modifications

Ugroo may modify these Terms at any time. Updated versions will be posted on the website with their effective date. Continued use of the Service after changes means acceptance.

13. Jurisdiction, Governing Law, and Arbitration

These Terms are governed by the laws of the State of New York, USA.

Any controversy will be resolved through binding arbitration in New York City according to the rules of the American Arbitration Association (AAA).

14. Severability

If any provision is declared null or unenforceable, it will be interpreted as closely as possible to the original intention, and the remainder will stay in force.

15. Contact

For inquiries or complaints about these Terms, contact us at:

📧 hey@ugroo.com

🌐 https://www.ugroo.com