General Terms and Conditions of the Service Agreement entered into by the Provider and the Client.

1-. RECITALS

I. The Provider states through its legal representative:

I.a If acting as a legal entity: a) WHEREAS it’s a company duly incorporated and registered in the corresponding public registry. b) WHEREAS in terms of its own specific articles of incorporation, according to the Provider’s legal responsibilities, faculties and obligations it is authorized to enter into the Agreement stated herein. c) WHEREAS its legal representative has sufficient authority to execute the Agreement and the General Terms and Conditions and that such authority has not been modified, limited and/or revoked as the date thereof. d) WHEREAS the Provider willingly wishes to enter into the Agreement and the General Terms and Conditions, and is willing to provide the Service described in the Agreement, under the terms and conditions specified both in the Agreement and in the General Terms and Conditions.. e) WHEREAS all of the resources employed to fulfill the Agreement and the General Terms and Conditions are of legal origin and that such resources will not be used in order to carry out illegal activities such as money laundering or terrorism financing, as established in the applicable law and international instruments. f) WHEREAS the Provider complies with all the applicable tax obligations, as well as with those of administrative nature, that may impede the purveyance of the Service. g) WHEREAS all the information and documents stated in the Agreement are updated and true. h) WHEREAS the Provider acknowledges the absence of any element that could invalidate its consent.

I.b In case of being a natural person, it declares that: a) WHEREAS they are a natural person with legal capacity to exercise rights and assume obligations under applicable laws. b) WHEREAS  they have the necessary capacity to enter into the Agreement. c) WHEREAS they provide their services independently and on a non-exclusive basis, and declare that the Agreement does not constitute their primary source of income. d) WHEREAS they agree that the nature of the Agreement is of a civil and/or commercial nature, and under no circumstances shall it be considered as creating an employment relationship between the parties. e) WHEREAS they willingly wish to enter into the Agreement and the General Terms and Conditions, and are willing to provide the Service described in the Agreement, under the terms and conditions specified both in the Agreement and in the General Terms and Conditions. f) WHEREAS  all of the employed to fulfill the Agreement and the General Terms and Conditions are of legal origin and will not be used for illegal activities, including but not limited to money laundering or terrorism financing, as defined by applicable laws and international regulations. g) WHEREAS they are in full compliance with their tax obligations, as well as with any other administrative obligations that may prevent them from providing the Service. h) WHEREAS all information and documents included in the Agreement are current and accurate. i) WHEREAS they acknowledge the absence of fraud, error, bad faith, or any other defect in consent.

II. The Client states through its legal representative:

II.a WHEREAS it is a company duly incorporated and validly existing under the laws of Mexico; registered in the Public Property and Commerce Registry of its registered office.  b) WHEREAS in terms of its own specific articles of incorporation, according to the Client’s legal responsibilities, faculties and obligations it is authorized to enter into this Agreement.  c) WHEREAS it willingly wishes to execute the Agreement and obtain the Service thereof. d) WHEREAS the addresses stated in the Agreement are true.  e) WHEREAS the Client acknowledges the absence of any element that could invalidate its consent.

The Parties acknowledge and agree that the executed Service Agreement forms an integral part of the General Terms and Conditions and that both documents constitute the same agreement.

2-. CLAUSES

First – Glossary. For the purposes of this Agreement and the General Terms and Conditions, the capitalized terms shall have the meaning described below: 1. Agreement: Refers to the General Terms and Conditions and the Service Agreement as a whole. 2. General Terms and Conditions: A set of clauses and annexes, if applicable, where the general conditions of Agreement are described, detailing the terms and characteristics of the provision of Services; the obligations and rights of each Party according to legal provisions, and, where applicable, those lawfully agreed upon by the Parties for the correct application of the Agreement. 3. Service Agreement: A Set of clauses and, where applicable, annexes, in which the legal description of the specific contracting conditions is established, detailing the terms and characteristics particular to the provision of the Services; the obligations and rights that each Party has according to legal provisions and, where applicable, those lawfully agreed upon by the Parties for the proper application of the Agreement. 4. Services: The set of services outlined in the Service Agreement that the Provider will deliver to the Client in accordance with the established terms and conditions.

Undefined terms in the Agreement shall have the meaning attributed to them herein. Terms in singular include the plural and vice versa.

Second – Purpose and Compensation. Under the Agreement, the Provider agrees to deliver the Services to the Client and to assign the related proprietary rights, and the Client agrees to pay the Provider a fee for the Service, upon receipt of the corresponding invoices with accurate details of the Parties, compliant with applicable tax requirements (hereinafter referred to as the “Compensation”). The Provider agrees to communicate to the Client any findings and recommendations related to the Service. The Service will be provided and delivered, and the Compensation will be paid, in the manner, place, dates, and bank account established in the Service Agreement. If the Compensation is paid via electronic transfer, the Client shall be released from the payment obligation upon the transfer and issuance of the corresponding electronic payment receipt, if available.

Third – Term. The Agreement will take effect from the Effective Date specified in the Service Agreement and will remain valid for the duration stated therein. The Client may terminate this Agreement at any time and at its sole discretion, without judicial declaration, by providing at least thirty (30) calendar days’ notice via email to the designated email address specified in the Service Agreement. The termination of this Agreement will result in the termination of its respective annexes, if any. Either Party may terminate the Service Agreement with prior written notice and without judicial declaration under the following circumstances: a) Repeated breach by either Party (for periods exceeding 30 days) of any obligations established in the Agreement. b) A final ruling by a competent authority determining that either Party has violated any legal, regulatory, or administrative provision. c) The Service becomes impeded or restricted due to applicable legislation or any agreement or resolution issued by a competent authority. d) Either Party initiates, or has initiated against them, bankruptcy, insolvency, or any analogous procedure inside or outside Mexico, or is declared insolvent, liquidated, barred from commerce, or permanently closed. e) A strike is initiated or completed against either Party, including the notification, constitution, and realization of the strike.

Fourth – Penalty Clause. In case of delay or partial non-fulfillment in the provision of the Services, the Client may apply a late payment penalty of 5% on the total amount of the unfulfilled obligation, proportional to the Services not rendered under this Agreement, as determined by the Client. In the event of any breach by the Provider of their obligations under this Agreement, the Client may, without judicial declaration, opt to either demand compliance or rescind the Agreement, along with a compensatory penalty of 10% on the total amount of the unfulfilled obligation, proportional to the Services not rendered, as determined by the Client.

Fifth – Intellectual Property. In the event that the Service consists of creative services, the Provider agrees to assume responsibility towards third parties and be liable to the Client for the originality and creativity of the Service and all related materials. The Provider undertakes to hold the Client harmless from any claim, lawsuit, or proceeding initiated against the Client as a result of any infringement of third-party rights related to intellectual and industrial property. The Provider also agrees to compensate the Client for any damages related to the aforementioned issues. The Provider shall transfer full ownership, without any reservation, of the goods subject to the Service and guarantee that such ownership is not encumbered in favor of any person. The Provider irrevocably waives any proprietary rights it may have or claim to have over the goods subject to the Service, including intellectual property, industrial design, licenses, permits, or authorizations, whether before local administrative authorities or international intellectual property authorities. The Provider acknowledges and agrees that the execution of the Agreement does not grant any authorization to use the Client’s trademarks, trade names, patents, licenses, or any other intellectual or industrial property rights belonging to the Client or its subsidiaries, affiliates, parent companies, or entities within the same corporate group, unless expressly granted in writing by the Client. The Provider expressly acknowledges and agrees that all materials prepared under the Agreement shall be considered “works for hire” and the exclusive property of the Client. This includes, but is not limited to, all tangible results related to the Service, such as works in progress, records, diagrams, notes, drawings, specifications, blueprints, documents, designs, improvements, inventions, discoveries, developments, trademarks, trade secrets, client lists, databases, software, codes, programs, middleware, applications, and solutions conceived, created, or discovered by the Provider, whether individually or in collaboration with others, developed solely and exclusively in connection with the Service.

Sixth – Assignment of Rights. Any transfer or assignment, in whole or in part, of the rights and obligations arising from the Agreement, or the transfer of the Agreement itself, shall only be effective if previously documented in writing and signed by both Parties, except in cases where the Client transfers it to subsidiaries, affiliates, parent companies, or entities within the same corporate group, or to entities with which the Client has an operational Agreementual relationship, in which case no consent from the Provider shall be required.

Seventh – Force Majeure or Acts of God. In the event of circumstances of force majeure or acts of God that prevent the fulfillment of the Parties’ obligations under the Agreement, such obligations shall be suspended, and the Parties shall not be held liable for their non-fulfillment. The obligations shall resume, and the Parties shall once again be held liable for any non-fulfillment once the circumstances causing the suspension have ceased.

Eighth – Modifications. Any changes to the rights, obligations, terms, or conditions of this Agreement or the Service must be made in writing and signed by both Parties.

Ninth – Restriction, Suspension, or Cancellation of the Service and Compensation. The Provider may restrict, suspend, or pause the provision of the Service, either partially or entirely, and the Client may restrict, suspend, or pause the payment of the Compensation in the event that he Client has an outstanding balance, in whole or in part, with the Provider, provided that 60 days have passed since the date of the payment request notification issued by the Provider. Once the corresponding payment has been made, the Service will continue to be provided under the terms established in the Agreement.

For its part, the Client may suspend the payment of the Compensation, without any penalty or liability on their part, in the event that the Service is not delivered in accordance with the deadlines and conditions established in the Agreement.

Tenth – Continuity of Obligations. The Parties agree that, in the event of a notice of termination or rescission of the Agreement, they are obligated to fulfill all outstanding obligations as of the date the notice is presented. Accordingly, the Provider must deliver the Service in its current state as of the date of the notice, and the Client must pay any outstanding amounts of the Compensation up to that date.

The submission of the notice of termination or rescission of the Agreement shall not affect the validity and enforceability of the obligations to deliver the Service and pay the Compensation, nor of those obligations that, by their nature or by legal provision, must be deferred to a later date. Consequently, the Parties may demand compliance with such obligations even after the termination or rescission of the Agreement.

Eleventh – Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding its subject matter, thereby replacing and rendering null and void any other agreement, including electronic communications between the Parties, whether prior or subsequent, that has the same or a similar purpose.

Twelfth – Severability. If one or more provisions of the Agreement are found to be unenforceable or invalid to any extent under applicable law, such provision shall be interpreted in a manner that allows it to be enforceable to the greatest extent possible. If the provision is entirely unenforceable, the remainder of the Agreement shall be interpreted as if such provision were excluded from it.

Thirteenth – Confidentiality of Information. The Parties agree that, for the purposes of this Agreement, all information disclosed, obtained, or accessed by either Party under this Agreement shall be considered confidential. This includes, but is not limited to, all tangible or intangible information, whether oral or written, electronic, recorded, microfilmed, or conveyed by any other means, related to, but not limited to, products, prices, business plans, marketing or promotion of any product, commercial practices and/or policies, system programs, software, accounting and financial information, legal, technical data, trademarks, industrial designs, intellectual property, organizational structures, client information, business contacts, databases, current and potential partners, services provided, reports, plans, market projections, along with formulas, mechanisms, patterns, methods, analysis processes, working documents, compilations, comparisons, strategies, studies, and, in general, any information, whether marked as confidential or not, hereinafter referred to as “Confidential Information.” Both Parties agree not to disclose or reveal the Confidential Information to third parties in any manner or by any means, nor to misuse it or use it for purposes other than those related to the legal relationship established in this Agreement. Furthermore, both Parties commit to treating the Confidential Information with the same level of care as they would their own proprietary information. This treatment must involve a reasonable degree of care to prevent unauthorized disclosure or misuse of the information. The Parties agree that “misuse” refers to any use that does not align with the purpose and objectives of the Agreement, in accordance with its terms and conditions. Likewise, the Parties agree that “reasonable degree” refers to any necessary actions taken by the relevant Party to safeguard the interests of the Parties concerning the Confidential Information. It is expressly stipulated that each Party is prohibited from disclosing, duplicating, copying, or in any other way revealing, commercializing, operating, exploiting, or entering into any legal act directly or indirectly related to the Confidential Information. Both Parties shall refrain from disclosing Confidential Information to any of their employees or consultants, except those who have signed an agreement with terms regarding the disclosure and use of information similar to those established in this Agreement and who require access to such information for their work. The restrictions and obligations outlined in this clause shall remain in effect upon the termination or cancellation of the Agreement and will be binding on the Parties, as well as their successors or authorized assignees, for as long as the Confidential Information retains its confidential nature.

Fourteenth – Service Ownership. The Provider undertakes to transfer to the Client the ownership, possession, use, enjoyment, and full, lifetime, and unrestricted disposal of the Service, free from any encumbrance, lien, or defect, including hidden defects or any other flaw that could diminish its value. In the event of early termination of the Agreement, the Provider shall deliver the Service in its current state, transferring it under the terms and conditions previously established. As a result, the Provider agrees to be liable for any damages and losses the Client may suffer due to any claim arising from the Client’s use, enjoyment, or disposal of the Service. The Provider also commits to restoring the Client’s possession of an asset with similar conditions should the Client’s rights over the asset be affected in any way. Furthermore, the Provider undertakes to hold the Client harmless from any lawsuit, claim, or proceeding that may challenge the Client’s ownership rights over the Service.

Fifteenth – Liability. The Provider undertakes to comply with each and every obligation set forth in the Agreement, as well as with the specifications and expertise required for the Agreemented Service. In the event of non-compliance, the Provider shall be liable for any damages and losses caused to the Client. The Provider is obligated to ensure that its employees, subAgreementors, and/or service providers engaged for the provision of the Service possess the necessary knowledge, resources, and all required authorizations, licenses, permits, and any other rights needed to perform the Service. The Provider must also guarantee the compliance of these parties with their obligations toward the Client and confirm that it has entered into sufficient agreements with them, offering the same or a greater level of protection and liability as outlined in the Agreement. By merely providing the Service to the Client, these employees, subAgreementors, and/or service providers shall be held accountable to the Provider for any failure to comply with the obligations established in the Agreement. In the event of non-compliance with any provision of the Agreement resulting from the actions or omissions of the Provider’s employees, subAgreementors, and/or service providers, the Client may, by right, hold the Provider liable for such breach and demand compensation for any damages and losses suffered, as well as any applicable Agreementual penalties. If, for any reason, the Client is unable to obtain compensation from the Provider, the Client may directly claim against the Provider’s subAgreementors, employees, or service providers, requesting that the necessary actions be taken or that they fulfill the Client’s claims for non-compliance in the same manner as the Provider would have been obligated to do. Any limitation of liability that may be agreed upon between the Parties shall be null and void in cases of willful misconduct, negligence, bad faith, lack of skill, or slight fault on the part of the Provider.

Sixteenth – Autonomy of the Parties. Both Parties declare that they are entirely independent from one another. The Provider acknowledges that neither it nor its employees or individuals hired to provide the Service have any employment relationship with the Client. Therefore, the Provider shall not have the right to claim, in any manner, salaries or benefits from the Client, nor request registration of itself, its employees, or its service providers with any governmental or private institution or authority. Consequently, the Provider acknowledges and accepts that the Client does not have, and shall not have under any circumstance, any labor or social security obligations toward the Provider, its workers, or its service providers, as the Provider has sufficient independent resources to fulfill all its obligations toward its employees.  The Provider further agrees to compensate the Client for any expenditure or cost the Client may incur as a result of or in connection with such relationships. For the purposes of this paragraph, the Provider truthfully declares that it does not carry out work or services exclusively or primarily for the Client, as it is free to provide similar or identical services to other individuals and/or legal entities.

Seventeenth – Personal Data. Regarding any personal data the Provider receives to perform the Service, the Provider agrees to process such data in accordance with the principles of loyalty, transparency, lawfulness, purpose limitation, data minimization, accuracy, integrity, and confidentiality. The Provider undertakes at all times to process the personal data collected in accordance with the Client’s privacy notice and, where not stipulated therein, in compliance with the applicable laws governing personal data protection in possession of private parties and the General Data Protection Regulation (EU) 2016/679, issued by the European Parliament and the Council of the European Union on April 27, 2016. Accordingly, the Provider agrees to: a) Not use or apply the collected personal data for any purpose other than the execution of the Agreement’s objectives. b) Process the personal data under the highest security standards and implement physical, technical, organizational, and technological measures to ensure the confidentiality, secrecy, and integrity of the personal data. c) Maintain strict confidentiality regarding the personal data accessed during the execution of the Agreement, as well as any data obtained as a result of processing such personal data, regardless of the medium through which the data was obtained. d) Maintain a list of individuals authorized to process the personal data covered by the Agreement. e) Not disclose the personal data to third parties under any circumstances, except with the Client’s prior express written consent. f) Upon completion of the Service, destroy all personal data accessed, along with any documentation containing such data. g) Notify the Client within a maximum of 24 hours of any security breach involving personal data under its control that comes to its attention, providing all relevant information to document and report the incident, as well as any potential confidentiality breaches resulting from unauthorized third-party access to the data and information obtained during the execution of the Agreement. h) When a data owner whose personal data is managed by the Client, exercises their rights of access, rectification, cancellation, or opposition before the Provider, the Provider must immediately notify the Client and, in any case, no later than the next business day following the receipt of such request. i) Cooperate with the Client in fulfilling its obligations regarding security measures, notifications, and/or breach reporting. j) Make available to the Client all necessary information to demonstrate compliance with the obligations set forth in this clause.

Eighteenth – Notices and Addresses. Any notice or communication required under this Agreement must be made in writing and delivered either in person, by regular mail with acknowledgment of receipt, or by email, to the addresses and email accounts specified in the Service Agreement.

As long as the Parties do not notify any change to their respective addresses and email accounts, all communications, notices, summons, and other judicial or extrajudicial proceedings carried out at the last provided addresses and email accounts shall remain fully valid. Electronic notifications shall be considered valid as long as they are made in accordance with the applicable provisions of the Commercial Code in force in Mexico.

Nineteenth – Jurisdiction and Competence. The Parties agree that, in the event of any dispute arising from the interpretation, execution, or fulfillment of the Agreement, they shall first submit to mediation, which may be conducted either before the Alternative Justice Center of Mexico City or through private mediation. Such mediation may be carried out electronically or in person, and, if necessary, through any means deemed appropriate under the provisions of the Code of Civil Procedure for the Federal District, now Mexico City. If the dispute persists, the Parties agree to submit to the jurisdiction of the competent courts of Mexico City for all matters related to the interpretation, execution, and fulfillment of this Agreement, expressly waiving any jurisdiction that may otherwise apply to them for any reason.