Welcome to the Ubium® Platform contained in the Website: ubium.ai, hereinafter referred to as Software, Platform, or Ubium, which is operated by the company Ubium S.A. DE C.V., identified with the Federal Taxpayer Registry key UBB2102051P2, with its registered office at Avenida Montes Urales 424, Colonia Lomas de Chapultepec V Sección, Alcaldía Miguel Hidalgo, C.P. 11000 Ciudad de México, hereinafter referred to as Ubium®, who holds all corresponding rights. We thank you for choosing "Ubium" as your Software Program for commercial use, through one of our business partners and/or authorized agents for distribution and commercialization. This license agreement between you and Ubium S.A. DE C.V. describes your rights and the conditions under which you may use the Software. It is essential to read the entire agreement and related terms that may exist, as all of them are important and together constitute the contract that will apply to you. These license terms will also apply to updates, supplements, and services related to the Software. By accepting this agreement or using the Software, you agree to all these terms and give your consent for the transmission of certain information during activation and use of Ubium in accordance with the Privacy Policy. If you do not agree to these terms, you may not use the software or its functions. If you do not agree to be bound by these terms and conditions of use, you must immediately cease using the Platform and refrain from accessing it. The terms and conditions set forth in this document are subject to change without prior notice, so continued use of the platform even after changes to the Terms and Conditions are posted will mean that you accept those changes. Please check this page periodically for any updates.

EXCLUSIVE RIGHTS OF THE SITE AND PERMITTED USE

Ubium grants you an individual, limited, non-transferable, revocable, non-sublicensable, and non-exclusive license to install and use the software or platform called "Ubium" according to these terms and conditions. This Platform and its content, including but not limited to: texts, paragraphs, statements, specific combinations of words, letters, or phonetic elements, graphics, button icons, trademarks, logos, graphic design works, photographs, advertisements, patents, business methods, specific combinations of colors and shapes, editorial material, printed formats, search formats, digital downloads, data compilations, source code, software, etc., as well as the products or services offered, are the exclusive property of Ubium, therefore, you may not copy, reproduce, re-publish, upload, modify, transmit, or distribute such content without prior written authorization from Ubium, except in cases (a) where you download to view and print material contained on the platform or (b) download or print material sent to your email by Ubium. In both situations, you may only use it for personal use, and any total or partial reproduction of the Site or any use of its content for commercial profit is strictly prohibited.

DURATION AND TERMINATION

This License and Terms of Use are effective from the date you first access the Platform and register for use, and will remain in effect until terminated in accordance with these Terms and Conditions. Ubium may immediately terminate these Terms of Use and/or your access to and use of the Platform, or any part thereof, at any time and for any reason, with or without cause, without notice. Ubium may also immediately terminate these Terms of Use if you fail to comply with any term or provision. Upon termination of these Terms of Use by either party, your right to use the Platform will immediately cease, and Ubium will have the authority to remotely block the granted license, disabling its functionality and securing the access password in case it is later reactivated.

COPYRIGHTS

Ubium S.A. DE C.V. holds the moral and property copyrights over Ubium, in accordance with the Federal Copyright Law. Under Article 105 of said law, it authorizes you to make a copy of the program solely for backup purposes to replace a legitimate copy when it is no longer usable due to damage or loss. The backup copy must be destroyed once your right to use Ubium ceases. Furthermore, under Article 106 of the aforementioned law, you are obligated to refrain from: (a) reproducing, modifying, adapting, or creating derivative works from any part of Ubium; (b) renting, leasing, distributing, selling, sublicensing, transferring, or providing access to Ubium to a third party; (c) using Ubium for the benefit of third parties; (d) incorporating Ubium® into a product or service provided to an unauthorized third party; (e) interfering with any Ubium key mechanism or bypassing mechanisms intended to limit its use; (f) reverse engineering, disassembling, decompiling, translating, or attempting to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of Ubium, except to the extent expressly permitted by applicable law in legally specified cases (and then only with prior notice to Ubium S.A. DE C.V.); (g) removing or hiding any proprietary notice or other content in Ubium; (h) using Ubium for competitive analysis or to create competing products; (i) encouraging or assisting a third party in doing any of the above.

WARRANTIES, TECHNICAL SUPPORT, AND MAINTENANCE

Warranties of use: There is no guarantee that your use of Ubium will be uninterrupted, complete, error-free, or that any issues will be resolved, or that the platform or any information, software, or other material accessible from it is free from viruses or other harmful components. Ubium makes no representations regarding the use or results of using the platform, except as agreed upon in the service terms, whether regarding its compatibility with hardware or other software or equipment, and you assume all responsibility and risk for your use of the site, the information, and your reliance on it. Therefore, you may not hold Ubium liable or demand compensation for lost profits or any damage resulting from technical difficulties or system failures or issues on the internet.

INTELLECTUAL PROPERTY

You understand that all intellectual property related to semiconductor topographies, circuit distribution, designs, trade secrets, and other intellectual property rights in or related to Ubium, such as trademarks, know-how, images, templates, texts, and others of a similar nature, are and will remain the exclusive property of the owner and are protected by the Federal Copyright Law and the Federal Industrial Property Law of Mexican legislation, and by applicable international treaties. For this reason, it may not be used unless for backup purposes or to replace defective copies. In the exceptions mentioned above, you must explicitly note that it is a backup copy of Ubium, and you are strictly prohibited from reproducing, photocopying, or duplicating the content of the manual or user instructions accompanying Ubium. You will not take any action that harms the property rights expressed herein nor acquire any rights to Ubium, except for the limited usage rights specified in this agreement. Ubium S.A. DE C.V. will own all rights to any copy, translation, modification, adaptation, or derivative work of Ubium, including any improvements or changes.

THIRD-PARTY PRODUCTS

Ubium may choose to use or acquire third-party products or services, including third-party applications or implementation, customization, training, or other services to ensure the proper development of the platform and its services. Therefore, you acknowledge and agree that these third parties may access or use your data as necessary for the interoperability and improvement of the products and services offered or contracted. This may include transmitting, transferring, modifying, or deleting your data, or storing your data in systems owned by third-party providers or other third parties. The use of your data by any external provider is subject to the applicable agreement between Ubium and the third-party provider, where the security policies and practices of any external provider or their products or services will be verified.

DEFENSES AND INDEMNITIES

Ubium will have no liability for claims based on the combination, operation, use, or utilization of the Platform under this contract with products, data, or programs not supplied by Ubium® or third-party providers, or that arise from the alteration or modification of the software not made by Ubium or its use in an environment different from the specified operating environment. You agree to defend and hold harmless Ubium S.A. DE C.V. from any loss, cost, liability, or damage (including attorney fees) arising from or related to any claim against the company (a) arising or related to your breach of the terms of this agreement or any claim or dispute filed by third parties not authorized by Ubium arising from your use of Ubium; (b) by a third party related to any content or data that is not from Ubium used by you or your dependents in connection with Ubium.

VIRUSES, HACKING, AND OTHER CYBER ATTACKS

You must not misuse this platform by intentionally introducing viruses, trojans, worms, logic bombs, or any other harmful or damaging program or material. You will not attempt to gain unauthorized access to Ubium, the server on which the platform is hosted, or any server, computer, or database related to the Software. You agree not to attack this platform through a denial-of-service attack or a distributed denial-of-service attack. Breach of this clause could lead to offenses under applicable regulations. We will report any breaches to the relevant authorities and cooperate with them to identify the attacker. Furthermore, in case of breaching this clause, you will immediately lose authorization to use this platform. We are not responsible for any damage or loss resulting from a denial-of-service attack, virus, or any other harmful or damaging program or material that may affect your computer, equipment, data, or materials as a result of using this website or downloading content from it or from links it redirects to.

COMMUNICATIONS

By using this platform, you agree that all communications with us will be electronic. We will contact you through your account in Ubium or via email, or provide information by posting notices on the platform. For contractual purposes, you consent to using this electronic means of communication and acknowledge that all contracts, notifications, information, and other communications we send electronically comply with the legal requirement of being in writing. This condition will not affect your rights recognized by law.

NOTIFICATIONS

We may send notifications to your account on the platform or to your email. It will be understood that the notifications have been received and properly made when posted to your account on Ubium or 24 hours after being sent by email. To prove that the notification has been made, it will be sufficient to prove it was delivered to your account on the platform or to the email address provided.

ASSIGNMENT OF RIGHTS AND OBLIGATIONS

These terms of use of the Ubium license are binding for both you and Ubium S.A. DE C.V. as well as our respective successors, assignees, and heirs. You may not assign, transfer, encumber, or otherwise transfer this agreement or its terms or any of the rights or obligations derived from it without obtaining our prior written consent. On the other hand, Ubium S.A. DE C.V. may assign, transfer, encumber, subcontract, or otherwise transfer all or any of the rights or obligations derived from it at any time during the validity of these terms. For the avoidance of doubt, such assignments, transfers, encumbrances, or other transfers will not affect the rights you have as a consumer under the law nor annul, reduce, or limit any warranties, express or implied, that we may have granted.

FORCE MAJEURE EVENTS

We will not be responsible for any failure or delay in fulfilling any of the obligations stated in these terms regarding the use and availability of Ubium, caused by events beyond our reasonable control ("Force Majeure").

WAIVER

Our failure to require strict compliance by you with any of the obligations you assume under these terms or the failure to exercise any rights or actions that may be due under this Agreement or the Conditions will not constitute a waiver or limitation of such rights or actions nor will it release you from complying with such obligations. No waiver by us of any specific right or action will constitute a waiver of any other rights or actions under these terms. No waiver by us of any of these Conditions or of the rights or actions derived from this document will take effect unless it is expressly stated as a waiver and formalized and communicated to you in accordance with the Notifications section above.

PERSONAL DATA

The information or personal data you provide to us or that is generated through the services contracted via this platform will be processed in accordance with our Privacy Notice and Security and Privacy Policies. By using this Site, you consent to the processing of such information and data and declare that all the information or data you provide is truthful and accurate.

AGREEMENT

The present terms of use of the Übbitt license and all documents referenced herein constitute the entire agreement between you and Übbitt S.A. de C.V. regarding its subject matter and replace any prior pact, agreement, or promise made between you and Übbitt S.A. de C.V., whether verbally or in writing.

APPLICABLE LEGISLATION AND JURISDICTION

For any matters not covered by these terms, the parties agree that the relevant provisions of Mexican legislation shall apply, including the Federal Copyright Law, the Federal Industrial Property Protection Law, the Federal Personal Data Protection Law, and other applicable provisions in the United Mexican States. Additionally, the parties expressly submit to the jurisdiction of the Courts and Tribunals of Mexico City, which, by law, must handle the matter covered by this agreement, waiving any other jurisdiction that may apply and be appropriate.

Last updated: May 2022

We appreciate that you have chosen "Ubium" (hereinafter referred to as "Ubium" or "software" or "platform"), which is operated by Ubium S.A. DE C.V., identified with the Federal Taxpayer Registry key UBB2102051P2 and headquartered at Avenida Montes Urales 424, Colonia Lomas de Chapultepec V Sección, Alcaldía Miguel Hidalgo, C.P. 11000, Mexico City, which holds all corresponding rights. These Terms and Conditions constitute a contract between you and Ubium S.A. DE C.V. or any of its subsidiaries, outlining your rights and the conditions under which you may use the Software.

It is essential to read the entire agreement, including any additional license terms accompanying the software, such as the Terms of Use License for Ubium, Code of Ethics, Privacy Notice, Security and Privacy Policies, Anti-Corruption Policies, and all related terms, as they collectively constitute the contract applicable to you. These terms also apply to updates, supplements, and related services. By accepting this contract or using the software, you agree to all these terms and consent to the transmission of certain information during activation and use, in accordance with the Privacy Notice and the Software's Security and Data Protection Policy. If you do not accept or comply with these terms, you may not use the software or its features.

Ubium does not intend for the information contained on this site or the products and/or services marketed to offend any person, sector of the population, or government entity. All images, information, products, services, and more are included solely for platform operability. Ubium does not discriminate based on religion, sexual orientation, economic or social status, or any other factors. Therefore, the information contained in this software, as well as the marketed products and/or services, should not be interpreted as discriminatory in any way, and Ubium shall not be responsible for differing interpretations.

CONTENTS

• Definitions
• Acceptable Use Policy
• Use of Services
• Fees and Investment Plans
• Term and Termination
• Client Information
• Intellectual Property
• Confidentiality
• Advertising
• Indemnification
• Legal Notices and Liability Limitations
• Miscellaneous

DEFINITIONS

Accessories: Refers to additional accessories in the products and services available for purchase, as specified in the Investment Plans Annex.

Agreement or Terms of Service for Clients: Refers to these Main Terms and all materials referenced or linked within this document.

Investment Plan Subscription or Purchase Order: The authorized form created for subscribing to services through the client's chosen Investment Plan, which outlines the payment process and the terms and conditions the user agrees to. This form contains all investment details, including the subscription period, benefits, fees, and any other relevant purchase information.

Billing Period: The agreed-upon period for paying the fees for the selected plan, as indicated in the Subscription Form or Purchase Order.

Confidential Information: Any confidential information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, designated as confidential.

Contact (Lead): An individual (other than a User) whose Contact Information is stored on the platform and whose information is obtained through Ubium's services.

Contact Information (Lead): May include name, email address, phone number, online username, and other similar data collected through landing pages or other means.

Client Information: Any information collected through Ubium's Subscription Service.

Client Materials: Any materials provided, posted, uploaded, or submitted by the user to Ubium through the Subscription Service.

Free Services: Subscription services or other features available at no cost or for a trial period.

Ubium Content: Includes all information, data, text, messages, software, sounds, music, videos, photos, graphics, images, and tags incorporated into the Subscription Service.

Personal Data: Any information related to an identified or identifiable individual, protected as personally identifiable information under data protection laws.

Services: The services available to the user through Investment Plans.

Investment Plan Fees: The amount payable for Investment Plans.

Third-Party Products: Non-integrated products and professional services supplied by third parties that interact with the Services.

Third-Party Sites: External websites linked from the Subscription Service, including communication services.

Account Users: Employees, representatives, advisors, contractors, or agents authorized to use the account for the registered client’s benefit.

Ubium: Refers to Ubium S.A. de C.V., the contracting entity.

User / End User / Client / You: Refers to the individual or entity using or receiving Ubium's services.

ACCEPTABLE USE POLICY OF THE SITE

You agree to comply with all applicable local, state, national, and foreign laws, rules, and regulations regarding your use of Ubium. Additionally, you agree not to do any of the following while using or accessing the Platform:

• Disable, hack, circumvent, or interfere with the Site's security features or any feature that prevents or restricts the use or copying of any content or material from Ubium.
• Use any metadata, meta tags, or other hidden text using a name, trademark, URL, or product name that belongs to or is owned by Ubium.
• Use the Platform to send altered, misleading, or false information that misrepresents the source.
• Use scripts, programs, or other automated means to access or engage in any 'data scraping' or data collection practices regarding the Platform.
• Destroy, interfere with, or disrupt (or attempt to interfere with or disrupt) the web pages available on the Platform, the servers, or the networks connected to it, or violate any network requirements, procedures, policies, or regulations.
• Attempt to scan or test the vulnerability of any Ubium system or network or violate, harm, or bypass any security or authentication measures that protect the Platform.
• Attempt to decompile, disassemble, decipher, or reverse-engineer any software used to provide the Platform.
• Attempt to access the Platform using any engine, software, tool, agent, device, or mechanism other than search software and/or agents provided by Ubium or widely available third-party web browsers (such as Microsoft Internet Explorer, Mozilla Firefox, Safari, Chrome).
• Misrepresent or impersonate your affiliation with any person or entity or otherwise commit fraud.
• Use the Platform in any way not permitted by the Terms of Use.
• Instruct or encourage anyone else to do any of the above or to break or violate any term of the Terms of Use.

By using Ubium and accessing its investment plans, you agree to use this platform solely for investment purposes and, therefore, for the services acquired through it, allowing you to monitor the investment made and its results. By subscribing and registering as a Ubium user, you declare that you have the legal capacity or act with the necessary authority to enter into this agreement in your own right or as a legal representative of a third party. If you wish to learn more about the terms of the granted License of Use, we invite you to consult the document: Terms of Use License of Ubium.

USE OF UBium SERVICES

Access to the Platform

To learn about or acquire Ubium's plans and/or services, once you access the platform https://ubium.ai/, you must provide the requested information, accepting the Privacy Notice and the Terms and Conditions of use of the platform. The requested information includes details such as name, position, email, phone, company, industry, employees, country, and the plan you wish to explore in depth. The requested data will be handled according to our Security and Data Protection Policies, which you can review on the Site.

Afterward, you will be directed to a calendar to schedule a session with a Client Success staff member to clarify any doubts regarding the Plan of interest. Once the session is scheduled, you will receive a confirmation email with the invitation containing the access link for the selected date and time.

Account Creation

Once all doubts about selecting a Subscription Plan are clarified and you decide to acquire Ubium's services, our Client Success team will notify you via the registered email with the next steps for final registration. Through the shared link, you can create a personal, unique, and non-transferable account, which will be identified with your requested data and a security password that must comply with the specifications and/or algorithms indicated by the Site system.

It is your sole responsibility to maintain the confidentiality of your username and password, as well as all transactions made within it. To complete the account creation process, you must read and accept these Terms and Conditions. It is understood that you have read, understood, and accepted all the Terms upon clicking the checkbox labeled “I accept the Terms and Conditions.” You will then receive an email with a verification code, which you must enter to complete the account creation process. Once completed, you can log in to your account to proceed with the Registration.

Age, Legal Capacity, and Responsibility

Regardless of your country of origin and the capacity in which you act, you declare that you and any affiliated users you allow to use Ubium meet the legal age requirement and have the necessary authorization and power (in the case of acting on behalf of a third party, whether an individual or entity) to use this site and to accept and be bound by these Terms and Conditions.

You also acknowledge that you will be financially responsible for all use made of the software by yourself or your affiliates and/or dependents.

User Registration

To access the purchase and/or acquisition of an Investment Plan, you must provide all the requested information within the platform, either for yourself or on behalf of a legal entity or third party. The requested data will be handled according to our Privacy Notice and Security and Privacy Policy, available on the platform.

The information requested includes details such as:

• Business name
• Corporate name
• Full name (individual or legal representative for entities)
• Company sector
• Tax ID number
• Personal ID (for individuals)
• Address, contacts, phone numbers, emails, etc.

Additionally, you must upload relevant documentation, including:

• Articles of Incorporation (for entities)
• Official ID (for individuals or legal representatives)
• Legal representative's power of attorney (for entities)
• Tax Situation Certificate (not older than 3 months)
• Compliance opinion (not older than 3 months)

Prohibited Use and Unauthorized Access

You may not use the Subscription Service in any way that violates the terms of this Agreement or for any purpose or in any manner deemed illegal or prohibited by this Agreement. You may not use the Subscription Service or access investment plans if the laws of the country where you reside or from which you access or use the Service prohibit access or use. The services offered by Ubium are not designed to comply with specific regulations of any regulated sector, so you must verify that the services in which you invest do not conflict with the regulations to which you are subject.

If you detect any unauthorized use of your account, you must notify us immediately at support@ubium.ai.

Prohibited Use of Confidential Information

The user agrees that registering with Ubium and contracting services through Investment Plans is not designed to process or manage confidential information and, therefore, agrees not to use the platform to collect, manage, or process confidential information. Ubium S.A. de C.V. is not responsible and explicitly disclaims any liability that may arise if you use the platform to collect, process, or manage confidential and/or sensitive information.

Client Responsibilities

To maximize the full potential of the Services offered by Ubium through its Investment Plans and other available services and products, your participation and effort are required. Ubium may suggest resources to help maximize your investment and ensure guaranteed returns, including a project manager, one or more content developers, an executive partner, and a technical resource (or an equivalent position).

Responsibilities may include planning marketing programs, establishing a content creation schedule, social media content, lead nurturing content, and other materials. Other responsibilities may include acting as an internal liaison between sales and marketing, setting higher-level internal objectives for using the Services, conducting regular review meetings, and collaborating on the integration of services with other sales and marketing systems.

These responsibilities are recommended to be handled by one of Ubium's authorized commercial partners for the management, operation, and administration of the platform.

Free Services

If the user registers to acquire a free service offered by the platform, the corresponding Service will be made available at no charge until (a) the end date of the free period (if it does not end earlier) or (b) the start date of the paid subscription, whichever occurs first. Unless you purchase the corresponding Subscription Service before the free period ends, all your information associated with the use of said Service will be permanently deleted at the end of the period and cannot be recovered.

Rates and Investment Plans

Investment plan rates. The initial subscription to Ubium will be free, and its operation may be adjusted according to the choice and selection of your Investment Plan. In the document: Investment Plans, you will find all the services you have access to based on the investment you wish to make in the services you want to acquire. In case you wish to (i) increase lead limits, affiliated users, or other relevant limitations; (ii) upgrade acquired products or investment packages; (iii) subscribe to additional features or products; or (iv) agree on a Subscription Form or Purchase Order for a new Investment Plan, the specific amounts for the case must be calculated and defined. You can request information on rate adjustments via email at soporte@ubium.ai.

Rate Adjustments at Renewal or New Contract

Upon renewal of an Investment Plan or the new contracting of a Plan, rates may be updated to the current list price stated in the Investment Plans. Once the amount and/or time acquired for the investment is exhausted, you may continue using Ubium only concerning the information acquired through the investment and the services received, as well as managing your account.

Credit Card Payment

If the user pays for the investment with a credit card, they authorize all payable fees for the subscribed Investment Plan to be charged to their card or bank account. Additionally, they authorize Ubium to use a third party to process payments and accept the disclosure of their payment information to that third party.

Deposit or Bank Transfer Payment

The user may pay via deposit or bank transfer to the accounts designated by Ubium for these purposes. They must send the payment receipts to Ubium through their account to verify the payment. In both cases, once Ubium receives the payment, it will issue the corresponding tax receipts with the tax information recorded in the user's account. This will be determined in the Order, Purchase Order, and/or Subscription Form document.

Payment Information

You must keep your contact information and billing and credit card details (as applicable) up to date. Users may make changes on their Billing Page within their Ubium account. Payment obligations cannot be canceled, and all amounts paid are non-refundable unless a specific exception is stated in the Purchase Order/Subscription Form. All fees are due and payable in advance, except for exceptions that may be verified through the Order.

Investment Plan Taxes

All investment plan fees exclude taxes, which will be charged as applicable. The user agrees to pay any taxes corresponding to the acquired investment plan and/or any additional services or products they choose to purchase.

Withholdings

If the user or Ubium needs to deduct or withhold taxes from the invoice payment, they may do so from the Subscription Fee of the acquired Investment Plan as long as it is considered due and payable as a required tax withholding under applicable tax laws. Re-payment of the deducted amount will not be required as long as the user presents a valid receipt for the tax showing that the amount was paid to the relevant tax authority. The client agrees to fulfill their tax obligations, releasing Ubium from any responsibility in this regard, as each party will be responsible for complying with their duties before the tax authority.

VALIDITY AND TERMINATION

Validity Period. The subscription period to Ubium will be adjusted according to the Investment Plans the client chooses to acquire, which will be specified in the Purchase Order / Investment Plan Subscription Form. Unless otherwise specified, it will automatically renew once payments are made according to the selected Investment Plan. Notwithstanding the above, the user may use the platform solely for informational purposes regarding the acquired services and account management. Additionally, services acquired through the Investment Plan subscription will only be available and valid when the user has sufficient credit (investment) in their account to receive the services, unless otherwise agreed. The duration of the Investment Plans will be subject to the specifications contracted in the Investment Plan Subscription Form. However, these periods may be shortened if the investment objectives are met and the invested credit is consumed, regardless of whether the contracted timeframes are longer.

EARLY CANCELLATION

The user may choose to cancel their subscription early at any time, but no refunds will be issued for previously paid fees or unused Investment Plan Fees. Additionally, they must immediately pay any outstanding fees owed until the end of the term, in case an exceptional credit has been granted.

TERMINATION FOR JUST CAUSE

Either party may terminate this Agreement or any Services for just cause as follows: (i) with thirty (30) days' prior notice to the other party if a material breach has occurred, provided that such breach has not been remedied by the end of the period; (ii) immediately, if the user files for bankruptcy or any other proceedings related to insolvency, cessation of operations, liquidation, or assignment of assets to creditors; (iii) for non-compliance with the obligations assumed in this document or its annexes; (iv) if we determine that the user is acting (or has acted) in a way that negatively reflects on Ubium or affects us, our prospects, clients, or suppliers; (v) by mutual agreement.

SUSPENSION

Suspension for Prohibited Acts. We will suspend access to the Services for any user who: (i) uses the Service in violation of applicable local, state, federal, or foreign laws and regulations, or breaches the terms of this Agreement; (ii) uses Ubium's email service in a way that results in excessive bounced messages, SPAM notices, or unsubscribe requests from mailing list recipients; or (iii) repeatedly attempts to post or upload material that infringes or is suspected to infringe on the copyright or trademark rights of any person or entity. Customer information or materials that are determined in good faith to violate these terms or the Acceptable Use Policy may be reviewed and removed without prior notice.

Suspension for Non-Payment. We will send the user a notice of non-payment for any outstanding amounts. If full payment is not made, access to one or all Ubium Services may be suspended ten (10) days after such notice. Service will not be suspended as long as the user disputes applicable charges in good faith and cooperates diligently to resolve the claim. If Service is suspended for non-payment, a reactivation fee may be charged to restore the Service.

Suspension for Immediate Harm. If the software or use of the Service: (i) is under denial-of-service attack or another activity disrupting usage; (ii) is being used to participate in denial-of-service attacks or other disruptive activities; (iii) creates a security vulnerability for the Subscription Service or third parties; (iv) is consuming excessive bandwidth; or (v) is causing harm to Ubium or third parties, then, with prior electronic or telephone notice, we may suspend access to the Ubium Service. Nothing in this clause limits the right to terminate for cause as previously stated if we determine that the user is acting (or has acted) in a way that negatively reflects on Ubium or affects us, our prospects, suppliers, or clients.

Suspension and Termination of Free Services. Free Services may be suspended, limited, or terminated at any time and for any reason without prior notice. We may terminate the user's Free Services subscription due to inactivity.

CONSEQUENCES OF TERMINATION OR EXPIRATION

If a paid subscription terminates or expires, we will continue to provide Free Services where applicable. However, this may not apply if the Agreement was terminated for just cause. The user will remain subject to this Agreement as long as they continue to access their Ubium account. Upon termination or expiration of this Agreement, the user must cease using the Ubium Service and Content. After termination, Ubium is not obligated to issue any refunds for prepaid and unused investment fees related to the use of the Ubium Service unless otherwise agreed in the respective annexes. If Ubium terminates this Agreement for just cause, the user must immediately pay any outstanding fees owed, if applicable. This is independent of any claims for damages that Ubium may pursue.

CLIENT INFORMATION

Customer Property Rights. The user owns and retains all rights to Customer Materials and Information. This Agreement does not grant us any ownership rights over the Customer Materials or Information. The user authorizes us and our licensors, partners, and suppliers to use Customer Materials and Information only as necessary to provide the Subscription Service and the Services and/or products contracted through Investment Plans, in accordance with and to the extent permitted by this Agreement. If the user is using the Subscription Service or receiving Services and/or products on behalf of another person, then they warrant and guarantee that they have all sufficient and necessary rights and permissions to act accordingly.

Limitations for Ubium. We will not use or allow anyone else to use Customer Information to contact any person or company unless the user instructs or permits otherwise. We will only use Customer Information to provide the Subscription Service and the Services and/or products contracted under the Investment Plans, and only as stipulated in this Agreement and as permitted by applicable law.

Data Practices and Machine Learning. We monitor the use of the Subscription Service by all our customers and may use the information we collect in an anonymous and aggregated manner. Customer Information may be used anonymously for machine learning purposes.

Protection of Customer Information. The terms of the Privacy Policies and Data Protection are incorporated herein by reference and will apply to the extent that Customer Information includes Personal Data. The Privacy Notice, as well as the Privacy and Data Protection policies, define how we will process Personal Data on your behalf in relation to the Subscription Services provided under this Agreement. We will take all commercially reasonable administrative, physical, and technical preventive measures to protect Personal Data.

Customer Data Transfers. Our Affiliates and we may transfer customer information (including Personal Data) to other companies, including those within the same business group in other countries. These companies must comply with the same personal data security protections that we implement. You may review these details in the Privacy Notice.

Retention, Deletion, and Recovery of Customer Information. If the user requires information about our procedures related to accessing, retaining, revoking, objecting to, and deleting customer information, please refer to the “Privacy Notice” section for further steps.

INTELLECTUAL PROPERTY

From Ubium: The use and services provided on Ubium are protected by intellectual property laws, such as the Federal Copyright Law and the Federal Industrial Property Protection Law of the United Mexican States, as well as other binding international treaties. Therefore, they belong to and are the exclusive property of Ubium S.A. de C.V., or Ubium holds all necessary licenses and authorizations for such use. As a result, the user agrees not to copy, rent, lease, sell, distribute, or create, in whole or in part, and by any means, derivative works related to the Ubium Content, Subscription Service, or the Services and/or products offered, unless they have our express written authorization. All our trademarks, programs, designs, and other copyrights are protected and may be updated at any time without prior notice, and the user cannot make use of them unless expressly authorized. The user must respect all Copyright and Industrial Property rights notices and may not alter, hide, or destroy any of these notices. The use of such material on any other website or in any networked computer environment is prohibited.

From the User: Based on the commercial relationship the user accepts in these Terms and Conditions, conscious of granting a specific use license for their trademarks, logos, and commercial slogans, paragraphs, photographs, and graphic designs, whether owned by them or by third parties with the corresponding authorization for licensing and sublicensing, necessary for the services contracted on this platform. Accordingly, the license for the use of such intellectual property will be limited to purely commercial purposes, being a non-exclusive, free, non-transferable license, with no right to sublicense or authorize third parties, and revocable, which only Ubium can use for the commercial purposes agreed upon in these Terms and Conditions for advertising, informational, and promotional purposes, and will be valid only for the duration of the relationship with the user. Additionally, the user agrees that Ubium may use the name of their brand and logo on its website or to generate microsites for marketing and advertising the User’s Service to be monetized through Ubium’s Services, and to identify the user as a client of Ubium on its platform or any other medium. Any use of the industrial and intellectual property rights not mentioned above may lead to the immediate revocation of the granted use.

CONFIDENTIALITY

The Receiving Party must: (i) protect the privacy of the Disclosing Party’s Confidential Information using the same care that it applies to its own confidential information, but within reasonable limits; (ii) not use the Disclosing Party’s Confidential Information for any purpose outside the scope of this Agreement; (iii) not disclose the Disclosing Party’s Confidential Information to third parties (except to the third-party service providers we use to provide some or all of the Subscription Service or contracted Services and/or products); and (iv) limit access to the Disclosing Party’s Confidential Information to those employees, contractors, and representatives who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those of this document.

The Receiving Party may disclose the Disclosing Party’s Confidential Information if it is necessary to do so pursuant to any federal, state, or local law, statute, regulation, subpoena, or legal process, provided that (i) the Receiving Party provides the Disclosing Party with immediate notice of any request it receives to disclose Confidential Information, with enough time to allow the Disclosing Party to object to the request or obtain a relevant protective court order, or if such notice is prohibited by law, the Receiving Party shall disclose only the minimum amount of Confidential Information required to comply with the legal provision; and (ii) under no circumstances will the Receiving Party disclose Confidential Information to any party other than a state agency, except pursuant to a valid court order from a competent judicial authority requesting specific disclosure.

INDEMNIFICATION

The user must indemnify, defend, and hold harmless Ubium S.A. de C.V. and our Affiliates from any liability, at their expense, against any third-party claim, lawsuit, action, or proceeding (each, the "Action") brought against us (and our officers, directors, employees, representatives, service providers, licensors, partners, and associates) by a third party unaffiliated with us and our Affiliates, to the extent that such Action is based on or arises from:

• (a) the unauthorized or illegal use by the user or their Affiliates of the Subscription Service and contracted services and/or products;
• (b) the breach or violation of this Agreement by the user or their Affiliates;
• (c) the use of third-party Products by the user or their Affiliates; or
• (d) the unauthorized use of the Subscription Service by any person using the user's information.

We will notify you in writing within thirty (30) days after becoming aware of such a claim; we will give you exclusive control over the defense or settlement of the claim; and we will provide you (at your expense) with all information and assistance reasonably requested to handle the defense or settlement of the claim. You may not enter into any settlement that (i) imposes an obligation on us; (ii) forces us to admit the facts; or (iii) imposes a liability not covered by these indemnities or imposes restrictions without our prior written consent.

LEGAL NOTICES; DISCLAIMER OF LIABILITY

Disclaimer of warranties. Without intending to limit our obligations in the Client Information Protection section of this Agreement, we and our affiliates, agents, and partners make no representations or warranties regarding the suitability, reliability, availability, timeliness, security, or accuracy of the services, the data available from such services, the content of Ubium, or the contracted services and/or products for any purpose. Additionally, the application programming interfaces (APIs) may not be available at all times. To the extent permitted by law, the subscription service, Ubium content, and the services and products offered are provided "as is" without any warranty or condition. Exceptional warranties may be established regarding investment and return, which will be defined in the Orders, Purchase Orders, and/or Subscription Forms for the acquired Investment Plan by the client or any other annex for these purposes.

Exclusion of indirect damages. To the extent permitted by law, neither party nor its affiliates will be liable for indirect, incidental, punitive, or consequential damages, or for loss of profits, revenue, or business opportunities arising directly or indirectly from this Agreement, whether the action is contractual or tortious, and regardless of the theory of liability. These limitations do not apply if the user only uses the Free Services or if fault or willful misconduct is proven in the action taken.

Limitation of liability. Except for the user’s liability for payment of fees, the liability arising from the obligations in the "Indemnification" section, and the user’s liability for violating intellectual property rights, in the event that, despite the other terms of this Agreement, it is determined that one party or its affiliates has liability to the other, their affiliates, or a third party, the parties agree that the total liability of a party or its affiliates will be limited to an amount equal to the total amount paid or owed for the subscription service during the twelve-month period prior to the event giving rise to the claim. However, these limitations will not apply to the user if they only use the Free Services, and in this case, if we determine that the user or a third party is responsible due to the use of the Free Services, our global liability will be limited to one hundred (100) US dollars.

Third-party products. Together with our affiliates, suppliers, and partners, we disclaim any liability regarding third-party products used in Ubium.

Acceptance of liability limitation. The user understands and accepts that without their consent to this limitation of liability, the subscription service cannot be provided.

OTHERS

Modification; No waiver. Übbitt S.A. DE C.V. reserves the right to modify all or part of these Terms and Conditions, and a revised version will be published, which will be communicated to the user. The revised version will come into effect and be binding starting from the next business day after its publication. We will send you a notice by email or through a notification on the platform. If you do not accept any modification to this Agreement, you must send us a written notice within fifteen (15) days after the revision notice is sent. If you do not send such notice, the subscription will continue to be governed by the terms and conditions prior to the modification until the next renewal date, after which the current terms will apply. However, if we can no longer provide you with the subscription under the terms prior to the modification (for example, if the modifications are required by law or result from general product changes), the changes will take effect, or we may terminate the Agreement or the affected subscription services with prior notice. No delay in exercising any right or remedy nor failure to object will constitute a waiver of such right or remedy or any other right or remedy. Occasional waiver will not constitute a waiver of any right or remedy in the future.

Force majeure or unforeseen circumstances. Neither party will be liable for failure or delay in performance if the cause is: an act of war, hostility, or sabotage; force majeure, power outage, internet or telecommunications failure not caused by the committed party; government restrictions; or any other event beyond the reasonable control of the committed party. Each party will make all reasonable efforts to mitigate the effect of a force majeure or unforeseen event.

Permitted actions. Except for actions related to non-payment or violation of the property rights of one party, no action, regardless of its form, arising from or in connection with this Agreement, may be brought by either party more than one (1) year after the cause of action.

Relationship between the parties. The parties agree that there is no joint venture, partnership, employment, or representation between them.

Compliance with the law. The provision of the Subscription Service and the offered services and products will comply with the local and federal laws of the United Mexican States (when applicable). We also comply with all current regulations regarding Data Protection to ensure consent for the information generated in the provision of contracted services. We reserve the right to disclose any information that may be required by law, regulation, legal process, or government request. We comply at all times with our Code of Conduct published on the platform regarding relations with third parties, agents, suppliers, partners, and/or clients. The user also agrees that they are aware of and adhere to the Anti-Corruption Policy, which is part of this Agreement. The user, in turn, must comply with all laws in using the Subscription Service. The user affirms under penalty of perjury that the financial resources used in connection with the acquisition of this Service are and will always be their own and of lawful origin. The user expressly acknowledges that they do not act on behalf of a third party and declares that they will not engage in acts prohibited by laws regarding operations with illicit resources and anti-corruption. The user declares that they have no commercial, civil, labor, or any other kind of relationship with companies known as "simulators" (EFOS), nor do they issue, acquire, or transfer tax receipts covering non-existent, false, or simulated legal acts, or those listed as provisional or definitive in the lists issued by the Tax Administration Service referred to in Article 69-B of the Federal Tax Code. Therefore, the user agrees that during the term of this Agreement, they will not perform or enter into illegal operations, invest or obtain resources directly or indirectly from illicit activities, nor enter into operations, accept financing of any kind, or obtain resources from assets originating from persons identified as criminals. The user guarantees compliance with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury in their use and receipt of the Subscription Service and Consultancy Services, as part of our Anti-Corruption policy, and therefore may not export, re-export, or transfer directly or indirectly the Subscription Service or the contracted services and/or products to prohibited countries or persons, nor may they allow the use of such services by prohibited countries or persons.

Severability. If it is determined that any part of this Agreement or an Order Form is invalid or unenforceable under applicable law, such provision will be considered replaced by a valid and enforceable provision that best reflects the original intent, and the rest of this Agreement will remain in full force.

Notices. For Übbitt S.A. de C.V.: A notice will be sent to the contact address provided in the initial part of this Agreement, and it will be considered delivered from the date of receipt. For the user: Their address, as provided in the subscription account information of Übbitt. We may send electronic notifications via a general notification through the Subscription Service, and we may also send them specifically by email to the addresses registered in the user's account information or through the subscription service notification center, as well as notify them by phone at the phone numbers listed in the account information records. Therefore, the user must keep their account information up to date.

Entire Agreement. This Agreement (including each Order, Purchase Order, and/or Investment Plan Form), together with the Übbitt Usage License Terms, Code of Ethics, Privacy Notice, Privacy and Data Protection Policies, Anti-Corruption Policy, and all related terms that may exist, constitutes the entire agreement between Übbitt S.A. de C.V. for the Subscription Service and the offered services and/or products, and supersedes any other proposals or agreements, whether electronic, verbal, or written, that may exist between the parties. Übbitt S.A. de C.V. rejects and opposes any additional or different terms proposed, unless something exceptional is agreed upon, which must be signed by both Übbitt and the user. Our obligations are not dependent on the delivery of any functionality or feature of the Subscription Service, nor on any public oral or written statements made by us regarding the future functionality or features of the Subscription Service.

Assignment. The user may not assign or transfer this Agreement without our prior written consent, unless they assign this Agreement to a successor in the event of a merger, reorganization, sale of all or substantially all of their assets, change of control, or application of the law. On the other hand, Übbitt S.A. de C.V. reserves the right to assign this Agreement to any affiliate or partner or in the case of a merger, reorganization, sale of all or substantially all of our assets, change of control, or application of the law. Additionally, we may transfer, assign, encumber, subcontract, or otherwise transfer a Contract or any of the rights or obligations arising from it, at any time during the term of this Agreement. To avoid doubt, such transfers, assignments, encumbrances, or other transfers will not affect the rights the user has recognized by law nor nullify, reduce, or otherwise limit the rights, both express and implied, we may have granted.

No third-party beneficiaries. Nothing in this Agreement, either expressly or implicitly, is intended to confer, nor will confer, upon any third party any right, benefit, or remedy of any kind under this Agreement.

Service contract. This Agreement represents a service provision contract through investment, and not a product sale contract. The provisions related to the purchase and sale of products will not apply to this Agreement, but those related to the provision of services in the Commercial Code will.

Authority. Each party represents and warrants to the other that they have full power and authority to enter into this Agreement and that this Agreement is binding upon them and enforceable in accordance with its terms. Additionally, the user ensures and represents that they have the capacity to guarantee the compliance of this Agreement's terms by their affiliated Users.

Validity. The following sections will continue to exist after the expiration or termination of this Agreement: "Definitions", "Fees", "Prohibited and Unauthorized Use", "Early Cancellation", "Termination for Cause", "Suspension for Prohibited Acts", "Suspension for Non-payment", "Suspension for Immediate Harm", "Suspension and Termination of Free Services", "Consequences of Termination or Expiration", "Intellectual Property", "Customer Property Rights", "Confidentiality", "Indemnification", "Exclusions of Liability; Limitation of Liability", "Miscellaneous", and "Contracting Party and Applicable Law".

Precedence. In the event of a conflict between the terms of the Agreement and an Order, Purchase Order, and/or Subscription Form, the terms of the latter will prevail, but only in that specific case.

Applicable Law. In case of a dispute regarding the interpretation, compliance, and enforcement of these Terms and Conditions, the parties expressly submit to the jurisdiction of the competent courts of Mexico City, waiving any jurisdiction that may correspond to them due to their current or future domicile. For everything not provided for in this contract, the parties agree that the corresponding provisions of the Federal Civil Code, as well as the Federal Copyright Law, Federal Industrial Property Protection Law, Federal Law on the Protection of Personal Data Held by Individuals, and other applicable provisions in the United Mexican States will apply.

Statement of Agreement. The user affirms that they are fully capable and competent to enter into the terms, conditions, obligations, assertions, representations, and warranties set forth in these Terms and Conditions of use, and to comply with them. If any provision of these Terms of use is found to be illegal, null, or for any reason unenforceable, then such provision will be considered severable from these Terms of use and will not affect the validity and enforceability of the remaining provisions.

Last update: May 2022