Country-Specific Terms for Ecuador

Scope and order of precedence

These terms govern the relationship between JIVSoft S.A. and every Customer whose LIVE account is registered with Ecuador as its country, regardless of where the service is accessed from.

To the extent they regulate matters for Ecuador, these terms prevail over the Customer Agreement and the other documents referred to above. Anything not addressed here is governed by the Customer Agreement in the order of precedence set out in its section 1. Capitalized terms have the meaning given in section 21 of the Customer Agreement.

Contracting party, governing law and dispute resolution

The contracting party is JIVSoft S.A., a company incorporated and domiciled in Ecuador. The Agreement is governed by the laws of the Republic of Ecuador.

Any dispute arising out of or relating to the Agreement shall first be submitted to mediation at the a legally recognized arbitration and mediation center in Machala, under the Arbitration and Mediation Law. If mediation does not end with a full settlement agreement within thirty (30) days after the first hearing, or if a party fails to appear, the dispute shall be resolved by arbitration administered by the same center, under the Arbitration and Mediation Law, its Regulations and the center's rules.

The arbitration shall be decided at law, by a sole arbitrator appointed under the center's rules, seated in Machala and conducted in Spanish. The proceedings shall be confidential. The award shall be final and binding, and the parties waive the ordinary courts for matters submitted to arbitration, without prejudice to the annulment action and any other remedies that the law does not allow to be waived.

This clause does not prevent either party from requesting interim measures from the competent courts where the law allows it, or from going to administrative authorities acting within their powers (for example, the Superintendency of Personal Data Protection or the Internal Revenue Service).

Professional use and consumer protection rules

LIVE is offered to healthcare professionals and facilities that use it within their professional or business activity. By subscribing, the Customer represents that it does so in that capacity and not as an end user for personal or household use.

If, notwithstanding the above, the Organic Consumer Protection Law applies to the Customer, the non-waivable rights granted by that law shall prevail. In that case, no clause of this Agreement that the law deems null shall apply, such as clauses that limit the supplier's liability, waive consumer rights or reverse the burden of proof, and the Customer retains the right to file complaints with the Ombudsman's Office (Defensoría del Pueblo).

Personal data protection

The Organic Law on Personal Data Protection (LOPDP), its General Regulations (Executive Decree 904) and the resolutions of the Superintendency of Personal Data Protection (SPDP) apply.

Health data are sensitive data. With respect to its patients' data, the Customer is the controller and JIVSoft S.A. acts as processor, following the Customer's instructions and the Data Processing Agreement. The Customer is responsible for having a valid legal basis for each processing activity (for example, the patient's explicit consent or the authorization that the LOPDP gives healthcare professionals to process their patients' data), for informing patients and for handling their requests.

Processing and transfers: under SPDP regulations, processing on behalf of a controller is not a transfer or communication of data. To provide the service, JIVSoft S.A. relies on sub-processors that may be located outside Ecuador (cloud hosting, WhatsApp or SMS messaging, email, payment gateway and, only if the Customer enables them, artificial intelligence features). JIVSoft S.A. requires those providers to give contractual protection guarantees at least equivalent to those of the LOPDP and keeps the list of sub-processors as set out in the Data Processing Agreement. If the Customer transfers data to third parties on its own, it is responsible for making those transfers lawful.

Security breaches: if JIVSoft S.A. becomes aware of a breach affecting the Customer's data, it will notify the Customer as soon as possible and no later than two (2) business days, with the information available so that the Customer can meet its own obligations: notify the SPDP within five (5) business days after becoming aware of the breach and, where there is a risk to patients' rights, notify them within three (3) business days, in the manner set by SPDP regulations.

Data subject rights: the LOPDP sets a fifteen (15) day period to handle requests for access, rectification, updating, erasure, objection and portability. JIVSoft S.A. will promptly forward to the Customer any request it receives from a patient and will make the LIVE features (viewing, correction, export and deletion) available so that the Customer can respond on time.

The Customer shall assess whether it must appoint a data protection officer, carry out impact assessments or meet other registration duties before the SPDP, particularly when it processes health data on a large scale.

Medical records and health regulations

LIVE is a software tool. Compliance with health regulations rests with the Customer and its professionals, including the Ministry of Public Health rules on medical records, forms, confidentiality and custody, such as the Regulation on the Handling of Confidential Information in the National Health System (Ministerial Agreement 5216, as amended).

Under those rules, custody of the medical record is the responsibility of the facility or professional where it is kept, and access must be limited to authorized staff through personal credentials. The Customer is responsible for creating users, assigning permissions, revoking access and recording clinical information completely and accurately.

Medical record retention periods may be longer than the contractual relationship. Before the service ends, and during the 90 days after termination provided in the Customer Agreement, the Customer must export its data to keep it on its own. After that period, JIVSoft S.A. may delete the data in accordance with the Agreement.

Electronic invoicing and taxes

Electronic invoicing with the Internal Revenue Service (SRI) is available in LIVE only for customers in Ecuador. The Customer is the issuer of its documents and is responsible for their content, the tax rate applied, its electronic signature (a valid certificate issued by an accredited certification authority, which the Customer keeps safe), authorization by the SRI and its tax returns. LIVE generates, signs with the Customer's certificate, sends and checks documents according to the settings the Customer defines.

The Customer chooses the SRI environment. Documents issued in the test environment have no tax validity. The Customer must verify that each document is authorized and address any rejections or returns reported by the SRI.

JIVSoft S.A. issues the electronic invoice for the subscription in Ecuador, authorized by the SRI. Prices are stated in United States dollars and, for customers in Ecuador, the applicable VAT is added. If the Customer is a withholding agent, it will apply the applicable withholdings and deliver the electronic withholding receipt within the legal deadlines; withheld amounts are credited against the price.

Limitations under Ecuadorian law

The warranty disclaimers and limitations of liability in sections 14 and 15 of the Customer Agreement apply to the maximum extent permitted by Ecuadorian law. They do not limit liability for willful misconduct or for gross negligence, which civil law treats as equivalent to willful misconduct, or liability arising from mandatory rules, including personal data protection rules and, where applicable, consumer protection rules.

Language, notices and authorities

• Language: the Agreement and these terms are entered into in Spanish, which prevails over any translation.
• Notices: JIVSoft S.A. will send notices to the email address of the Customer's account and through notices in LIVE. The Customer will send notices to JIVSoft S.A. at support@jivsoft.com. Electronic notices take effect under the Law on Electronic Commerce, Electronic Signatures and Data Messages.
• Personal data protection: Superintendency of Personal Data Protection (SPDP), www.spdp.gob.ec.
• Consumer complaints, where applicable: Ombudsman's Office (Defensoría del Pueblo), www.dpe.gob.ec.
• Taxes and electronic invoicing: Internal Revenue Service (SRI), www.sri.gob.ec.
• Health regulations: Ministry of Public Health, www.salud.gob.ec.