Terms of Service

These Terms of Service (the «Terms») are a binding agreement between Moisés Monraz Escoto, a sole proprietor doing business as Tripoli Group, with offices at Av de Las Rosas 585, int. 2, Chapalita Oriente, 45040 Zapopan, Jal., Mexico («Provider», «we», «us»), and the business that signs up for the Service («Customer», «you»). They govern your access to and use of Tripoli Work, a customer relationship management platform delivered as software as a service (the «Service»).

In these Terms:

• «Authorized Users» means the individuals you allow to sign in to the Service under your account.
• «Customer Data» means all data you or your Authorized Users enter into, upload to or generate in the Service, including contacts, leads, sales records, files and messages.
• «Customer Supabase Account» means the account you open with Supabase, Inc. in which your database is created, as described in Section 6.
• «Third-Party Services» means services not provided by us that the Service connects to, such as Google, Meta (WhatsApp), Stripe, Supabase and Vercel.
• «Order» means the checkout page or other ordering document through which you subscribe, including the plan and price shown there.

These Terms, the Order, the Data Processing Addendum (the «DPA») and our Privacy Noticeform the entire agreement (the «Agreement»).

You accept these Terms by checking the acceptance box at checkout or by using the Service. If you accept on behalf of a company or other organization, you represent that you have the authority to bind it. You agree that your electronic acceptance has the same effect as a handwritten signature.

The Service is offered only to businesses and to individuals acting for business or professional purposes. It is not offered to consumers for personal, family or household purposes. You represent that you are at least 18 years old, that you will use the Service only for business purposes, and that you are not located in, or a resident or national of, any country or region subject to comprehensive U.S. or Mexican sanctions.

Subject to these Terms and payment of the fees, we grant you a limited, non-exclusive, non-transferable and non-sublicensable right, during the subscription term, to access and use the Service for your internal business purposes. You are responsible for your Authorized Users and for everything done under your account. Each Authorized User must have their own credentials, and you must keep credentials confidential and tell us promptly of any unauthorized use. You choose your own passwords; we never ask for them and cannot see them.

5.1 Prices. Prices are shown in U.S. dollars on the Order. On the date of these Terms, the regular monthly price is $99.99 USD, and the promotional monthly price, while the promotion runs, is $49.99 USD. They are final prices: they include any sales, use or similar taxes we are required to collect, and nothing is added at checkout. If your bank converts the charge to another currency, any conversion fee is between you and your bank.

5.2 First month free; twelve-month commitment. Each subscription has a commitment of twelve (12) months starting on the day you sign up (the «Commitment Term»). The first month is free and is part of the Commitment Term, not a separate trial. The remaining eleven (11) months are billed monthly in advance.

5.3 Student rate. The student rate is available only to students currently enrolled in a school in Mexico, who prove it with a document issued by that school. It is not offered in the United States. Anyone who subscribes to it represents that they meet these requirements. The student rate is governed by the Spanish-language Terms for Mexico; if the requirements are not met, we may move the subscription to the regular rate as those Terms provide.

5.4 Payment authorization. You authorize us and our payment processor, Stripe, Inc., to charge the payment method on file for all fees when due. You must keep a valid payment method on file.

5.5 Cancellation before the end of the Commitment Term. You may cancel at any time. Because you committed to the full Commitment Term, the monthly fees for the remaining months of the Commitment Term become due at once, at the monthly rate you were paying, and you keep full access to the Service until the end of the Commitment Term unless you ask us to end it sooner. The exact amount is shown to you before you confirm the cancellation and is charged to your payment method on file. For example, on a $49.99 USD plan, cancelling during the free first month means a charge of $549.89 USD, and cancelling with six (6) months left means a charge of $299.94 USD.

5.6 End of term and renewal. During the last month of the Commitment Term you may renew for a new twelve (12) month Commitment Term at the then-current promotional price (today, $49.99 USD), without a free month. If you do not renew, your subscription ends at the end of the Commitment Term and nothing further is charged. Your subscription does not renew automatically.

5.7 Reactivation. A subscription that has ended may be reactivated at the then-current regular price (today, $99.99 USD), with a new Commitment Term and no free month.

5.8 Price changes. We may change prices with at least sixty (60) days' notice. A new price applies from your next billing cycle after the notice period. If you do not agree with it, you may cancel before it takes effect without owing the remaining fees under Section 5.5.

5.9 Late payment. If a payment fails, we will notify you and retry. If two (2) consecutive monthly payments remain unpaid, we may suspend the Service until the balance is paid, and the fees for the rest of the Commitment Term remain due.

5.10 Taxes. If any law requires you to withhold tax from a payment or to self-assess use tax, you are responsible for it. Receipts are issued for every charge.

5.11 No refunds. Except where these Terms say otherwise or the law requires it, fees are non-refundable.

The Service keeps your Customer Data in a database that lives in your own Customer Supabase Account, not in ours. This keeps your data in an account you control.

6.1 Your account, your agreement with Supabase. You open and own the Customer Supabase Account and are bound by the terms and policies of Supabase, Inc. You are the Supabase customer for that account; we are not a party to your agreement with Supabase.

6.2 Authorization. When you connect your Customer Supabase Account, you authorize us to create a project in it, install and update the Service's database schema, and read the access keys the Service needs to connect to that project. We store those keys only in our hosting environment, use them only to operate the Service, and never receive your Supabase password. You may revoke the authorization or rotate the keys at any time from Supabase; if you do, the Service will stop working until it is reconnected.

6.3 Plan limits and costs. Your Customer Supabase Account starts on Supabase's free plan. You are responsible for keeping it in good standing and for any upgrade it needs, which you contract and pay for directly with Supabase. We will tell you if we notice that your database is approaching a limit. Supabase may pause free projects after a period of inactivity; while a project is paused, the Service may be unavailable to you.

6.4 Backups. Backups of your database depend on your Supabase plan. You are responsible for keeping any backups you need beyond those Supabase provides.

6.5 Deleting the project. If you delete or pause the project, or close the Customer Supabase Account, the Service will stop working. This does not end the Commitment Term or your obligation to pay under Section 5.

7.1 Ownership. You own your Customer Data. We acquire no rights in it except the limited right to host, process, transmit and display it as needed to provide and support the Service, keep it secure, and comply with the law.

7.2 Processing terms. When Customer Data includes personal information, we process it as your service provider and processor under the DPA. We do not sell it, share it for cross-context behavioral advertising, or use it for any purpose other than providing the Service to you.

7.3 Your responsibilities. You are responsible for the accuracy and legality of Customer Data and for having every notice, consent and lawful basis the law requires to collect it and to let us process it for you.

7.4 Data you must not store. Unless we agree in writing, you will not use the Service to store protected health information subject to HIPAA, payment card numbers, Social Security numbers, government ID numbers, biometric data, or personal information of children under 13.

7.5 Usage data. We may collect technical and usage information about how the Service is used and use it, in de-identified or aggregated form that does not identify you or any individual, to operate, secure and improve the Service.

The Service lets you send email through your own Google account and WhatsApp messages through your own WhatsApp Business account. For every message, you are the sender, not us. You are solely responsible for complying with the laws that apply to your messages, including the CAN-SPAM Act, the Telephone Consumer Protection Act (TCPA), state telemarketing and messaging laws, and the WhatsApp Business and Commerce Policies. Among other things, you must obtain any prior express consent the law requires before messaging a person, honor opt-out requests promptly, and identify yourself as the sender. We do not review your messages before they are sent.

The Service depends on and connects to Third-Party Services. Your use of each one is governed by its own terms, and you authorize us to exchange data with it as needed to provide the features you turn on. We do not control Third-Party Services and are not responsible for their availability, security or changes. If a Third-Party Service stops providing an integration on reasonable terms, we may stop supporting that integration.

You will not, and will not allow anyone to:

• resell, sublicense, rent or provide the Service to third parties, or use it to provide services to others as a bureau;
• share an account's credentials among several people;
• use the Service for any unlawful, fraudulent or deceptive purpose, or to send unsolicited messages;
• try to access another customer's data, accounts or systems, or probe, scan or test the vulnerability of the Service without our written permission;
• upload malware or interfere with the integrity or performance of the Service;
• copy, modify, reverse engineer or create derivative works of the Service, except as the law expressly permits despite this restriction;
• use automated tools, scrapers or artificial intelligence systems to extract, analyze or reproduce the Service's code, design or functionality;
• build, or help build, a product or service that imitates or competes with the Service using your access to it or information obtained through it;
• remove, alter or hide any intellectual property notices, trademarks or identifiers included in the Service;
• use the Service in a way that creates unreasonable load or exceeds the limits of your plan.

We may remove content or suspend access that breaches this Section, with notice when practical.

The Service, its software, design, documentation and trademarks belong to Provider and its licensors, and all rights not expressly granted are reserved. If you send us suggestions or feedback, we may use them without restriction or obligation to you.

We use commercially reasonable efforts to keep the Service available 99.5% of each calendar month, excluding: scheduled maintenance announced by email at least 24 hours in advance; unavailability caused by your Customer Supabase Account (including pausing, plan limits or revoked access); outages of Third-Party Services; and events beyond our reasonable control. Support is available at soporte@tripoli.work and, where offered, WhatsApp, Monday through Friday from 9:00 a.m. to 6:00 p.m. Mexico City time, excluding holidays. We aim to respond within 24 business hours. This Section is a service goal; it does not create service credits.

Each party represents that it has the legal power to enter into this Agreement. We warrant that we will not materially reduce the core functionality of the Service during your Commitment Term.

EXCEPT AS EXPRESSLY STATED IN THIS SECTION, THE SERVICE IS PROVIDED «AS IS» AND «AS AVAILABLE». TO THE MAXIMUM EXTENT PERMITTED BY LAW, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, THAT DATA WILL NOT BE LOST, OR THAT ANY REPORT OR ANALYSIS PRODUCED BY THE SERVICE IS ACCURATE. YOU ARE RESPONSIBLE FOR THE BUSINESS DECISIONS YOU MAKE.

14.1 By you. You will defend us and hold us harmless from any third-party claim, and pay the damages, fines, penalties and reasonable attorneys' fees finally awarded or agreed in settlement, to the extent the claim arises from: (a) Customer Data; (b) messages sent through the Service on your behalf, including any claim under the TCPA, CAN-SPAM or similar laws; (c) your breach of Sections 7.3, 7.4, 8 or 10; or (d) your violation of law.

14.2 By us. We will defend you and hold you harmless from any third-party claim that the Service, as we provide it, infringes a U.S. patent, copyright or trademark or misappropriates a trade secret, and pay the damages and reasonable attorneys' fees finally awarded or agreed in settlement. This does not apply to claims arising from Customer Data, Third-Party Services, your modifications, or your combination of the Service with anything we did not provide. If the Service is or may become subject to such a claim, we may modify it so it does not infringe, obtain the right for you to keep using it, or end your subscription and refund any fees you prepaid for the period after termination.

14.3 Procedure. The party seeking defense must notify the other promptly, give it sole control of the defense and settlement (no settlement may impose an obligation on the defended party without its consent), and provide reasonable cooperation.

15.1 EXCLUDED DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, REVENUE OR GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THEIR POSSIBILITY.

15.2 CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

15.3 Exceptions. Sections 15.1 and 15.2 do not limit: your obligation to pay fees; either party's obligations under Section 14; liability for infringing or misappropriating the other party's intellectual property; or liability for fraud, gross negligence or willful misconduct.

15.4 Basis of the bargain. The parties agree that these limitations reflect a reasonable allocation of risk and are part of the basis on which the prices are set.

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential («Confidential Information»). The receiving party will use it only to perform under this Agreement, protect it with at least reasonable care, and share it only with employees and contractors who need to know it and are bound by similar duties. These duties do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is lawfully received from a third party. If the law compels disclosure, the receiving party will give prompt notice where legally allowed. These duties last for three (3) years after the Agreement ends, and for as long as the information remains a trade secret.

17.1 Term. This Agreement starts when you accept it and lasts until the end of your Commitment Term, including any renewal.

17.2 Suspension. We may suspend access, limiting the suspension to what is reasonably necessary, if: your use poses a security risk to the Service or to others; you breach Section 8 or 10; payment is overdue as described in Section 5.9; or a court or authority requires it. We will give notice when practical and restore access promptly once the cause is resolved.

17.3 Termination for cause. Either party may terminate this Agreement if the other materially breaches it and does not cure the breach within thirty (30) days after written notice (ten (10) days for non-payment). If you terminate for our uncured breach, you will not owe the remaining fees under Section 5.5, and we will refund any fees you prepaid for the period after termination.

17.4 What happens at the end. When this Agreement ends, your right to use the Service ends, except that for thirty (30) days you may continue to sign in to export your Customer Data. After that period, within the following thirty (30) days, we delete the application environment we run for you, the access keys to your Customer Supabase Account, and any copies of Customer Data in our systems, except records we must keep by law, such as billing and tax records. Your database stays in your Customer Supabase Account, under your control: you decide whether to keep or delete it.

17.5 Survival. Sections 5 (for amounts owed), 7, 11, 13 to 17, 20 and 23 survive the end of the Agreement.

We may improve and change the Service from time to time, subject to the warranty in Section 13. We may update these Terms by giving at least thirty (30) days' notice by email and inside the Service. If an update materially reduces your rights or the core functionality of the Service, you may terminate this Agreement within thirty (30) days after the notice without owing the remaining fees under Section 5.5. Otherwise, the updated Terms apply from their effective date. Changes required by law may take effect sooner.

We send notices to the email address on your account and inside the Service. You send notices to soporte@tripoli.work. You agree to receive agreements, notices, receipts and other communications electronically, and that they satisfy any requirement that they be in writing.

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES INDIVIDUAL BINDING ARBITRATION AND WAIVES CLASS ACTIONS AND JURY TRIALS.

20.1 Talk first. Before starting any proceeding, a party must send the other a written description of the dispute, and the parties will try in good faith to resolve it for thirty (30) days.

20.2 Binding arbitration. Any dispute arising out of or relating to this Agreement or the Service that is not resolved under Section 20.1 will be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution (ICDR) under its International Arbitration Rules. There will be one arbitrator. The arbitration will be conducted in English, the seat will be Mexico City, Mexico, and hearings will be held by videoconference unless the arbitrator decides otherwise. Judgment on the award may be entered in any court with jurisdiction, including under the 1958 New York Convention.

20.3 No class actions; no jury. EACH PARTY MAY BRING CLAIMS ONLY IN ITS INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

20.4 Exceptions. Either party may bring an individual claim in small-claims court if it qualifies, and may seek temporary injunctive relief in any competent court to protect its intellectual property or Confidential Information.

20.5 Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The Federal Arbitration Act governs Section 20. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

You will comply with the export control and economic sanctions laws of the United States and Mexico, and will not use or allow access to the Service from, or for any person in, a sanctioned country or region or on a restricted-party list.

Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by events beyond its reasonable control, such as natural disasters, epidemics, war, acts of government, failures of the internet or of Third-Party Services, or power outages.

• Assignment. You may not assign this Agreement without our written consent, except to a successor in a merger or sale of substantially all your business that is not our competitor. We may assign it to an affiliate or successor, including a company we form to provide the Service, with notice to you.
• Relationship. The parties are independent contractors. There are no third-party beneficiaries.
• Order of precedence. If documents conflict: the DPA governs the processing of personal data, the Order governs price and plan, and these Terms govern everything else.
• Severability and waiver. If a provision is unenforceable, it will be enforced to the maximum extent possible and the rest remains in effect. Not enforcing a provision is not a waiver.
• Language. For customers outside Mexico, this English version governs. Any translation is provided for convenience only.
• Entire agreement. The Agreement is the parties' entire agreement on its subject and supersedes all prior discussions about it.

• Business name: Tripoli Group — Moisés Monraz Escoto, sole proprietor
• Mexican Tax ID (RFC): MOEM000520NK2
• Address: Av de Las Rosas 585, int. 2, Chapalita Oriente, 45040 Zapopan, Jal., Mexico
• Email: soporte@tripoli.work
• Phone: +52 33 2817 5756