Commercial Terms and Conditions
Last Update: December 24, 2023
These Business Terms and Conditions (the “Terms and Conditions”) govern and are incorporated into the Ponlo en Casa Business Agreement between Ponlo en Casa and Private Businesses, their respective owners and Sellers (collectively, the “Agreement”). Ponlo en Casa, subject to the provisions of this paragraph, we can modify the Terms and Conditions at its sole discretion and at any time. The most recent version of the Terms and Conditions (which may be modified by Ponlo en Casa from time to time) will be available: (i) in the Commercial Terms and Conditions of Ponlo en Casa. Business owners and private sellers agree that either or both of these notification methods constitute adequate notice to inform Businesses or Sellers of any amendment to the Agreement and business owners and sellers further agree to be bound by such amendments to the Agreement upon such notification.
Definitions
"COMMERCIAL OFFER" means the goods and/or services that the private business or private seller will provide, indicated in the order submitted by Ponlo en Casa with values determined by the company.
“AMOUNT PAID” means the amount a buyer pays for each order, including Ponlo en Casa fees.
"PURCHASE EXPIRATION DATE" means the date indicated on the purchase when the order expires.
“AMOUNT OF REMITTANCES” means the amount that Ponlo en Casa will remit to the seller or business for each order, subject to the payment conditions.
1. Payment
- The amounts withheld by Ponlo en Casa from the product of the commercial offer are compensation to Ponlo en Casa for the commercialization, promotion and publicity of the commercial offer. These costs are not discounted from the price offered by the merchants. Ponlo en Casa will retain the full amount of the payment in trust for the benefit of buyers who have unredeemed services until the businesses render the services.
- Ponlo en Casa is authorized to initiate any type of payment to the respective businesses once the services are completed. These payments are made only in cash to business owners, representatives authorized by them and private sellers to receive payments for the sales made. Payments to business owners and private sellers are made only after services have been received and it can take up to 5 business days to receive payments. This is done as a security method in case the client files a complaint about the quality of the service offered.
- The businesses, business owners and private sellers will not attempt to bill or collect reimbursement from any third party payer, including, but not limited to, the person receiving the service directly, any family member or friend accompanying them. The businesses, business owners and private sellers will accept the amounts received from Ponlo en Casa as full payment for all services rendered by the merchant delivered pursuant to the sale made. The businesses, business owners and private sellers are solely responsible for complying with the contractual requirements imposed by its contracts with Ponlo en Casa.
- Ponlo en Casa does not charge sales tax, so there are no additional charges before or after the recipient receives services.
- Notwithstanding any provision to the contrary, Ponlo en Casa will not have the obligation to advance the amounts that a buyer has paid to Ponlo en Casa until the businesses, business owners and private sellers has fulfilled its obligations under this Agreement. If Ponlo en Casa reasonably believes that the businesses, business owners and private sellers has violated any provision of this Agreement, Ponlo en Casa may offset, delay, withhold or suspend future payments to the businesses, business owners and private sellers, at the sole discretion of Ponlo en Casa. Furthermore, if the businesses, business owners and private sellers are unwilling, or at the reasonable discretion of Ponlo en Casa, appears unable to fulfill its obligations under this Agreement, Ponlo en Casa is authorized to offset, delay, withhold or suspend future payments to the businesses, business owners and private sellers in addition to any other remedies. that may be necessary, such as suspending your service provider account with Ponlo en Casa.
2. Customer Data Restrictions
- "Customer Data" means all identifiable information about buyers generated or collected by Ponlo en Casa or the businesses, business owners and private sellers, including but not limited to buyers' names, shipping addresses, email addresses, phone numbers phone numbers, buyer preferences and trends, and financial transaction data.
- Ponlo en Casa, private businesses and sellers will use Customer Data only to fulfill their refund obligations in connection with the Business Offer as authorized by this Agreement. Private businesses, business owners and sellers expressly agree that customer data will be used for this purpose only (including but not limited to the exchange of orders and the provision of goods and services to customers receiving the services), and not to improve a file or list owned by businesses or third parties. Ponlo en Casa, the respective businesses and vendors declare, warrant and undertake not to resell, trade or otherwise disclose Customer Data to third parties, in whole or in part, for any purpose, unless required by law applicable. If customer data is collected directly by businesses, business owners, vendors, or a third party engaged by private businesses to facilitate their exchange obligations hereunder, the businesses, vendors, or business owners will ensure that they or such third party adopt, publish and process customer data in accordance with their published privacy policy and all applicable laws.
- As long as the parties involved use Customer Data in accordance with applicable law and the published privacy policy of Ponlo en Casa, the restrictions set forth in this Agreement on the use of Customer Data by the Merchant do not apply to: (i) details of any buyer who is already a customer of the private business or of a seller before the Effective Date, if said buyer provided such information to the private business or seller of this Agreement or of any transaction under of the same; or (ii) data provided by a buyer directly to the private business or seller who becomes a customer of said business or seller in relation to said buyer who explicitly chooses to receive communications from the Merchant.
- Representatives of private businesses, owners and sellers should immediately notify Ponlo en Casa if the Merchant becomes aware or suspects of any unauthorized access or use of Customer Data or any confidential information of Ponlo en Casa and will cooperate with Ponlo en Casa in the investigation of said infraction and mitigation of any damage. Private business owners, their respective owners or sellers will bear all associated expenses incurred by Ponlo en Casa to comply with applicable laws (including but not limited to data breach laws) or arising from any unauthorized access or acquisition of customer data as long as such data is in reasonable possession of business owners or private sellers. Upon termination or expiration of this Agreement, Private Business Owners and Independent Sellers shall, as instructed by Ponlo en Casa, destroy or return to Ponlo en Casa all Customer Data held by Private Business Owners, independent sellers or any agent.
3. Term and Termination
- This Agreement will continue in effect until terminated by either party in accordance with this Section ("Term"). Ponlo en Casa is authorized to terminate this Agreement, at any time and for any reason, by written notice to Business Owners and Independent Sellers. Independent Business Owners and Sellers are authorized to terminate this Agreement with seven (7) business days prior written notice to Ponlo en Casa. Termination of this Agreement will not affect in any way the obligations of private businesses or independent sellers to redeem any pending service sales in accordance with the terms of this Agreement, including the obligation to perform the Service for the Amount Paid. The provisions of this Agreement that are intended to survive termination will continue in full force and effect after the Term.
4. Marketing
- Ponlo en Casa and its business partners can communicate with Private Businesses, their owners, representatives and private sellers regarding products, promotions and other services that may be of interest to them. This can include email or other communications. Ponlo en Casa may also solicit the opinion of business owners, representatives, and private sellers for market research purposes.
5. Intellectual Property Rights
- Sellers and business owners grant Ponlo en Casa a non-exclusive, worldwide, royalty-free, paid, perpetual, irrevocable, transferable and sub-licensable license and the right to use, modify, reproduce, sub-license, publicly display , distribute, broadcast, transmit, transmit, publish and publicly perform: (a) Trade names, logos, trademarks, service marks, domain names and any audiovisual content, video recordings, audio recordings, photographs, graphics, material graphic, text and any other content provided, specified, recommended, directed, authorized or approved for use by companies; and (b) the name, logos, trademarks, service marks, domain names, audiovisual recordings, video recordings, audio recordings, photographs, graphics, illustrations, text and any other content of a third party provided, specified, recommended, directed, authorized or approved for use by the Companies, in each case in relation to the promotion, sale / resale (as applicable) or distribution of the Commercial Offer in all media or formats now known or developed hereinafter ("License").
- The businesses, business owners and private sellers acknowledge and accept that, as between the parties, Ponlo en Casa has every interest in and for the website, customer data, Ponlo en Casa trade names, logos, trademarks, service marks, names of domain, social media identifiers, all data collected through or from the Website, all audiovisual content, video recordings, audio recordings, photographs, graphics, works of art, text or any other content created by Ponlo en Casa or assigned to Ponlo en Casa, and any materials, software, technology or tools used or provided by Ponlo en Casa to promote, sell/resell (as applicable) or distribute the Business Offering and conduct its business in connection therewith . Businesses, business owners and private sellers must not use, sell, rent, lease, sub-license, distribute, broadcast, transmit, transmit, place shifts, transfer, copy, reproduce, download, shifts, display, perform, modify or share the intellectual property of Ponlo en Casa or any part thereof, or use said Ponlo en Casa Intellectual Property as a component or a basis for products or services prepared for commercial use, sale, sublicense, leasing, access or distribution, except that Ponlo en Casa grants to the companies a limited, non-exclusive property, revocable, non-transferable license, not sub-licensable during the Term. Businesses, business owners and private sellers will keep Ponlo en Casa's intellectual property confidential and will not prepare any derivative works based on Ponlo en Casa's intellectual property or translate, reverse engineer, decompile, or disassemble Ponlo en Casa's intellectual property. Businesses, business owners and private sellers will not take any action to challenge or challenge the validity of Ponlo en Casa's rights to Ponlo en Casa's Intellectual Property or Ponlo en Casa's ownership or registration. Except as specifically provided in this Agreement, companies, business owners and any third party assisting them with their obligations in this Agreement are not authorized to use Ponlo en Casa's intellectual property in any medium without prior written approval from an authorized Ponlo en Casa representative. Businesses, business owners and private sellers must not include any trade name, trademark, service mark, domain name, social media identifier of Ponlo en Casa or its affiliates, or any variant or misspelling thereof, in any trademark, business, domain name, email address, social network, search engine identifier, metadata or keyword. Businesses, business owners and private sellers will not use or display any Ponlo en Casa intellectual property in a way that could reasonably imply endorsement, relationship, affiliation or sponsorship between the businesses, business owners and private sellers or a third party and Ponlo en Casa. Ponlo en Casa reserves all rights to Ponlo en Casa's Intellectual Property not expressly granted in this Agreement.
- If businesses, business owners and private sellers provide Ponlo en Casa or any of its affiliates with comments, suggestions, reviews, modifications, data, images, text or other information or content about a Ponlo en Casa product or service or otherwise in connection with this Agreement, whatever Ponlo en Casa's intellectual property, or the companies' participation in the commercial offer or service, companies and business owners irrevocably assign to Ponlo en Casa all rights, titles and interests in and to the comments. In the event that your assignment to Ponlo en Casa is invalid for any reason, you irrevocably grant Ponlo en Casa and its affiliates a perpetual, disbursed, royalty-free, non-exclusive, worldwide, irrevocable and freely transferable right and license to (i) use, reproduce, execute, display and distribute Comments; (ii) adapt, modify, reformat and create derivative works of Comments for any purpose and sublicense the above rights to any other person or entity. Businesses, business owners and private sellers warrant that: (A) Comments are original company work or comments obtained by the company in a legal manner; and (B) Ponlo en Casa and the exercise of the rights of its sub-licensees under the license above will not violate the rights of any person or entity, including copyrights. Businesses, business owners and private sellers agree to provide Ponlo en Casa with the assistance that Ponlo en Casa may require in documenting, perfecting or maintaining Ponlo en Casa rights in and for feedback.
6. Representations and Warranties
- Businesses, business owners and private sellers represent and warrant that: (a) the businesses, business owners and private sellers have the right, the power and the authority to enter into this Agreement; (b) The businesses, business owners and private sellers, if required by applicable law, is registered for sale; (c) the Service, once delivered by the businesses, business owners and private sellers, will be immediately available for exchange and the businesses, business owners and private sellers will have sufficient goods and/or services available for exchange during the time selected by the client (that is, an amount of goods and/or services sufficient to fulfill its service obligations); (d) the terms and conditions of the Service, including discounts or goods and services offered thereunder, do not or will not violate any local, state, provincial, territorial or federal law, statute, rule, regulation or order, including but not limited to be limited to, any law or regulation governing the use, sale and distribution of alcohol, gift cards, coupons and gift certificates; (e) the commercial redemption of the service will lead to the good faith provision of goods and/or services by the businesses, business owners and private sellers to the buyer or the beneficiary who receives the gift from the buyer; (f) The businesses, business owners and private sellers owns all interests in and for Commercial Intellectual Property and has license rights in (with the right to sub-license Ponlo en Casa), and has the right to grant the License established in this Agreement; (g) the Commercial Intellectual Property, the Commercial Offer, the use and promotion of Ponlo en Casa thereof, and the results of said Commercial Offers, will not infringe, dilute, misappropriate or otherwise violate, anywhere in the world, no patent, copyright, logo, trademark, service mark, trade name, design rights or other intellectual property right or right of privacy or publicity of any third party or any applicable law, and is not and will not be the result the misappropriation of any trade secret or breach of any obligation of confidentiality with any person or entity; (h) Commercial Intellectual Property does not include any material that is illegal, threatening, abusive, defamatory, vulgar, obscene, profane or otherwise objectionable, or that encourages conduct that constitutes a criminal offense, gives rise to civil or liability liability, otherwise violate any law; (i) the Paid Services and any advertising or promotion of commercial goods and services related thereto will not constitute false, misleading or unfair advertising or disparagement under any applicable law; (j) The companies and their employees, contractors and agents have had the appropriate education and training and have all the necessary and updated regulatory authorizations, licenses and certifications related to any Commercial Offer to provide the goods or services described in this Agreement; (k) The business information and the payment process as provided in this Agreement, indicating where the payments should be delivered are accurate and the businesses, business owners and private sellers are those authorized to receive the funds remitted by Ponlo en Casa; (l) Companies are not authorized to resell, trade, or otherwise disclose Customer Data (as defined in this Agreement) to third parties, in whole or in part, for any purpose, and businesses, business owners and private sellers are not authorized to copy or reproduce Customer Data other than for the purpose of redeeming or verifying the validity of Services already paid for in connection with this Agreement and (m) the Commercial Offer is: (i) free from defects in workmanship, materials and design, (ii) marketable and suitable for the purposes, if any, established in the Agreement, and (iii) genuine products, in good faith, as described in this document and does not violate the rights of any third party.
7. Indemnification
- To the extent permitted by applicable law, the businesses, business owners and private sellers undertake to defend, indemnify and maintain Ponlo en Casa, its affiliated and related entities, and any of their respective officers, directors, agents and employees, harmless from and against any claim, demand, investigation. , penalties, damages, losses or expenses (including, but not limited to, reasonable attorneys' fees and costs) arising out of or related to any of the following: (a) any breach or alleged breach by the businesses, business owners and private sellers of this Agreement, or the representations and warranties made in this Agreement; (b) any claim for state sales, use or similar tax obligations of the businesses, business owners and private sellersarising out of the sale and redemption of a Service; (c) any claim by any local, state, provincial, territorial or federal government entity for unredeemed Services or unredeemed cash values of Services or any other amount under any abandoned or unclaimed property or applicable cheating law, including , among others, any claim for penalties and interest; (d) any claim arising from a violation of any law or regulation by businesses, business owners and private sellers or commercial goods and/or services that govern; (e) any claim arising out of the violation by businesses, business owners and private sellers of the law or regulation that governs the use, sale and distribution of alcohol; (f) any claim by a buyer or any other person arising out of or related to the goods and services provided by the Company and / or the collection of the goods and services on the Trade-in Site, including but not limited to any claim for false advertising, product defects, personal injury, death, or property damage; (g) any claim by a buyer for the Amount Paid; (h) any claim arising out of the misuse of Customer Data by the businesses, business owners and private sellers, or any violation of an applicable privacy or data security law; and (i) any claim arising out of commercial negligence, fraud, or willful misconduct. Ponlo en Casa reserves the right to control its own defense and to choose and appoint its own defense attorney, regardless of the presence or absence of a conflict of interest between Ponlo en Casa and Business. The duty of the business and the business owner to defend and indemnify Ponlo en Casa includes the duty to pay Ponlo en Casa reasonable attorneys' fees and costs, including expert fees.
8. Confidentiality
- The terms of the Commercial Offer described in this Agreement are confidential, and the businesses, business owners and private sellers agree not to disclose the terms described in this Agreement to any party (except to their employees, parent companies, shareholders, attorneys and accountants for a strict need) of knowledge or as required by applicable public records and other laws, if the businesses, business owners and private sellers has taken the necessary precautions of the kind generally taken with confidential information to preserve the confidentiality of the information made available to such parties). In the event of non-compliance, Ponlo en Casa is entitled to an injunction and a specific enforcement decree, and any other remedies permitted by applicable law (including monetary damages if applicable).
9. Limitation of Liability
- EXCEPT FOR THE COMPENSATION OBLIGATIONS OF THE BELOW BUSINESSES, IN NO EVENT IS ANY OF THE PARTIES LIABLE OR LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR LOSS OF PROFITS, LOSS OF BUSINESS, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR CONSEQUENTIAL FOR ACTION DAMAGES, WHETHER BY CONTRACT, TORT OR OTHERWISE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. PONLO EN CASA'S SOLE AND COMPLETE LIABILITY TO THE COMPANIES FOR ANY CLAIM ARISING FROM OR RELATED TO THIS AGREEMENT, OR ANY ERRORS, OMISSIONS OR DISPLACEMENT OF ANY SERVICE ALREADY PAID IS LIMITED TO THE AMOUNT OF FEES RETAINED BY PONLO EN CASA THE PRESENT SIX (6) MONTHS AFTER THE FINAL CALCULATION AND CONCILIATION OF ALL REFUNDS. THIS LIMITATION OF LIABILITY APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF ANY LIMITED REMEDY. IN ADDITION, ANY CLAIM BY OR ON BEHALF OF A BUSINESS IN CONNECTION WITH ANY PAYMENT MADE BY PONLO EN CASA, INCLUDING, BUT NOT LIMITED TO, CLAIMS SUGGESTING THAT A BUSINESS IS UNPAID TOO MUCH, MUST BE MADE AT HOME IN WRITING TO PONLO NINETY (90) DAYS FROM THE DATE PONLO EN CASA SEND PAYMENT IN ISSUE. ALL CLAIMS NOT MADE IN ACCORDANCE WITH THE FOREGOING WILL BE CONSIDERED TO BE WAIVED, RELEASED AND DOWNLOADED BY THE MERCHANT.
10. Dispute Resolution
- All disputes arising out of, or in any way related to, this Agreement will be resolved in accordance with this Section 10 Dispute Resolution.
a. Binding Arbitration
- EXCEPT AS SPECIFICALLY STATED HEREIN, ANY DISPUTE OR CLAIM BETWEEN BUSINESSES, THEIR RESPECTIVE OWNERS, SELLERS AND PONLO EN CASA ARISING OUT OF, OR RELATING IN ANY WAY TO, THIS AGREEMENT (“DISPUTES”) SHALL BE RESOLVED EXCLUSIVELY BY FINAL, BINDING ARBITRATION. BY VIRTUE OF THE AGREEMENT IN THIS SECTION 14 TO ARBITRATE, BUSINESSES AND PONLO EN CASA ARE EACH GIVING UP THE RIGHT TO GO TO COURT AND HAVE A DISPUTE HEARD BY A JUDGE OR JURY (EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 14). The provisions of this Section 14 shall constitute Businesses and Ponlo en Casa written agreement to arbitrate Disputes under the Federal Arbitration Act. The arbitration will be administered by the American Arbitration Association (“AAA”) and conducted before a single arbitrator pursuant to its applicable rules, including those applicable to Commercial Disputes, available at https://www.adr.org or by calling 800-778-7879. The arbitrator will apply and be bound by this Agreement, apply applicable law and the facts, and issue a reasoned award. To begin an arbitration proceeding, Business Owners and Private Sellers or Ponlo en Casa must comply with the limitations provision set forth in Section 9 and submit the Dispute by making a demand for arbitration as detailed at https://www.adr.org. If Business demands arbitration, it shall simultaneously send a copy of the completed demand to the following address: 14170 NW 22nd AVE Apt 4 Opa Locka, FL 33054. If Ponlo en Casa demands arbitration, it shall simultaneously send a copy of the completed demand to the Business address of record. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. Ponlo en Casa will reimburse those fees for Disputes totaling less than $10,000 if Business is the prevailing party in such arbitration. Ponlo en Casa will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines that a Business Dispute is frivolous. The arbitration will be conducted based upon written submissions unless Business requests and/or the arbitrator determines that a telephone or in-person hearing is necessary. If the arbitrator grants the request or determines an in-person hearing is necessary, the hearing will proceed in Miami, FL.
b. Class Action Waiver
- WE EACH AGREE THAT WE SHALL BRING ANY DISPUTE AGAINST THE OTHER IN OUR RESPECTIVE INDIVIDUAL CAPACITIES AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE PROCEEDING OR AS AN ASSOCIATION. IN ADDITION, WE EACH AGREE THAT DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. THE ARBITRATOR DOES NOT HAVE THE POWER TO VARY THESE PROVISIONS.
c. Choice of Law/No Jury Trial
- If for any reason a Dispute proceeds in court: (i) Businesses, their respective owners, private sellers and Ponlo en Casa agree that any such Dispute may only be instituted in a state or federal court in Miami, Florida; (ii) Businesses, their respective owners, private sellers and Ponlo en Casa irrevocably consent and submit to the exclusive personal jurisdiction and venue of such courts for resolution of such Disputes; (iii) Businesses, their respective owners, private sellers and Ponlo en Casa agree that the Federal Arbitration Act, the AAA rules, applicable federal law and the laws of the State of Florida, without regard to principles of conflicts of law, will govern this Agreement and any Disputes; and (iv) BUSINESSES, THEIR RESPECTIVE OWNERS, PRIVATE SELLERS AND PONLO EN CASA AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY.
D. Injunctive Relief/Attorneys’ Fees
- Notwithstanding anything to the contrary in this Agreement, either party may bring suit in court seeking an injunction or other equitable relief arising out of or relating to claims that the other party’s conduct may cause the other irreparable injury. In the event Ponlo en Casa is the prevailing party in any Dispute, subject to any exceptions in this Section 10, Businesses, their respective owners, private sellers shall pay to Ponlo en Casa all reasonable attorneys’ fees and costs incurred by Ponlo en Casa in connection with any Dispute.
