Terms and Conditions

Legal disclaimer

Legal disclaimer. These T&C's are binding between the person (the "User") using the Platform (as defined below), in accordance with the scope of this legal instrument; and, SATWS TECHNOLOGIES, S.A.P.I. DE C.V. ("We" or "SATWS"). Therefore, this is a binding contract and constitutes the entire agreement between the Parties (the User and SATWS referred to together) for the use of the website, applications and digital tools owned by SATWS (the "Platform").

By accessing, using the Platform and / or create a profile on the Platform, you signify your consent to these T&C's.

Statements and general terms

To use the Platform and be bound in accordance with these Terms and Conditions, the User must be of legal age, under no circumstances, allow access and / or use of the Platform to children under 18 years. Also, to make use of the Platform on behalf of a legal entity, the user states that it has the necessary and sufficient powers to bind its represented under the terms of these T&C's.

For our part, we declare: (i) SATWS is a legal entity duly incorporated under the laws of the United Mexican States, (ii) SATWS is in good standing with respect to its tax obligations.

Any breach of these Terms and Conditions entitles us to terminate any relationship with the User without injunction.

Data check

By entering, using and/or creating a profile on the Platform, the User agrees that SATWS may verify, by itself or by third parties, at any time the data provided by the User. In the event that the information provided to create a Profile (as defined below) is false or inaccurate, SATWS may deny access to the Platform, in its sole discretion, as well as remove any content related to the User. You consent to verification of your data, either by SATWS or through a third party designated by us.

Modifications and updates

We reserve the right to: (i) add to or modify these T&C's at any time, as well as (ii) offer new services through the Platform. Please stay tuned to these Terms and Conditions.

Any modifications we make to these T&C's will apply to any website, application and/or any other tool or technology owned by SATWS. Furthermore, such modifications shall take effect at the time these T&C's are updated.

Notwithstanding the foregoing, at the time of making changes or updates referred to in this paragraph we will notify Users of the latest update date through the Platform or via email about modifications and updates.

Privacy and personal data protection

The personal data collected by SATWS from the Platform Users will be treated in accordance with the Privacy Notice contained in the website, mobile applications, digital tools and SATWS offices.

To obtain information regarding the collection, recording, storage, storage, modification, consultation, use, communication by transfer, dissemination or any other type of enabling access, matching or interconnection, limitation, deletion or destruction of your personal data, you should consult our Privacy Notice.

If the User, through the Platform, were to provide personal data of third parties, then the User expressly states that it has the proper authorizations and has informed its customers/users of the corresponding notice of conformity in accordance with the Law on Protection of Personal Data Held by Private Parties and its Regulations (the "Law"). In this sense, SATWS does not collect personal data from the customers/users of the Users; therefore, in the event that the User provides such data, SATWS shall be considered as ("Entrusted" as defined in the Law) and the User as ("Responsible" as defined in the Law).

If the User transfers personal data of its customers/users to SATWS, the latter is obliged to SATWS to make available to its users/clients the corresponding privacy notice, detailing the transfers and purposes thereof in accordance with the provisions of the Law.

General terms and conditions

a. User Account Creation

Through the Platform, Users may create an account (the "User Account"), through which they may connect their systems with information from the Tax Administration Service (the "SAT") (i) using Application Programming Interfaces ("APIs"), or (ii) through our web application (the "Dashboard"); the foregoing, for the purpose of contracting our services which are designed to optimize:

• personal and business finance,
• perform credit risk analysis,
• developing financial technology solutions, and
• accounting services.

To create a User Account, the User must go to the following link https://sat.ws, select the "Create Account" option and provide the data requested in our automated form, which may be verified by SATWS in accordance with the "DATA CHECK" section.

b. Our services

By creating a User Account, the User will be able to contract our services (hereinafter the "Services"):

• Connect. Allows access to updated tax information of Users and/or clients of Users in order to collect: invoices received and issued, provisional and final returns, tax status certificates, opinions of compliance with tax obligations, tax debts and tax mailbox;
• Insights. through indicators generated from raw data, allows you to generate indicators that help the user to make credit risk evaluations. This service cannot be contracted without contracting the Connect service;
• Issuing. Through our API, you will be able to generate invoices (CFDI) with fiscal validity (stamped) before the SAT in a simplified way.
• Lookup. RFC key validation service against different databases.

c. Contracting Services

For the contracting of the Services, the User may do so through the corresponding section within the Platform and in accordance with the plans available within the same. However, if for the formalization of personalized agreements, the formalization of additional documents is required; then the contracting of the Services will be carried out in accordance with the provisions of the section "ADDITIONAL CONTRACTS".

d. Destination of Services

The Services may be contracted for the User's personal use or for the optimization and/or integration of the services and/or offered by the User to its customers/users. The User is solely responsible for the correct use of the Services and exclusively for the purposes detailed in these T&C's, and therefore expressly releases SATWS from any liability arising from this point.

e. Credentials

The User expressly agrees and acknowledges that in order to use the services under these T&C's, you must enter their credentials and taxpayer certificates "CIEC", "e.firma", "CSD" (the "Credentials") on the Platform, which will be treated in accordance with these T&C. If the User provides Credentials of its customers/users, the User declares under oath that it has sufficient and necessary authorizations/mandates to enter the Credentials in the Platform; therefore, the User hereby releases SATWS from any liability arising from this point.

For the User's security, SATWS does not provide the User with his or her Passwords upon request; however, the User may request that his or her Credentials be deleted or must personally modify his or her Passwords with SATWS and provide them again to SATWS. In the event that the User requests that his or her Passwords be deleted, the Services will continue until the date on which the Services are to be terminated in accordance with these T&C's and notwithstanding that the Services may not be provided in accordance with the provisions hereof.

Data Security

SATWS has an SSL security system and AES-256 encryption algorithm to protect the information you share with us. Therefore, we undertake to use your data only to the extent that you have authorized and in accordance with the provisions of these T&C's.

Additional contracts

When the contracting of the services: (i) is personalized or (ii) requires the signing of additional agreements for its formalization. The Parties may enter into additional contracts.

License

By virtue of this Agreement, SATWS grants the User a temporary, non-exclusive, revocable and limited license to use the Platform by and for the User in accordance with these T&C's, in accordance with the general and technical specifications set forth in the following section and in the Agreement.

Authentication

The Platform will be available to the User and may be associated with the use of the Dashboard or APIs. The User must log in to the User Account with:

Dashboard: (i) your email address and (ii) password provided by the User.

APIs: through the API key generated by SATWS.

The functionalities available through the User Account may vary in accordance with the"ADDITIONAL AGREEMENTS" section and these T&Cs.

How the platform works

You may use the Platform in order to consult information about the contracted Services and make personal use of the same. However, the User shall be solely responsible for the use and information entered on the Platform, therefore, in this act expressly releases SATWS from any liability arising from misuse or misuse of information entered on the Platform, including misuse or leakage of information regarding personal data or Credentials, agreeing to hold SATWS harmless from any action, claim, suit or proceeding of any kind, and the User shall pay any defense costs that SATWS has to incur as a result of such proceedings.

The information entered into the Platform may be available from electronic devices with Internet connection.

Notwithstanding the foregoing, it is strictly forbidden for the User to allow any third party other than himself, his employees, partners, shareholders or staff, to enter and make use of the Platform. Similarly, it is strictly forbidden to resell access to the Platform. Any breach of the foregoing shall be considered grounds for automatic termination of this Agreement, without liability for SATWS and without the need for judicial or extrajudicial injunction. In this case, SATWS reserves the right to prevent the User from accessing or using the Platform, as well as to delete the information provided by the User.

Likewise, any use of the Platform other than its normal use and destination is strictly prohibited.

The User agrees to immediately inform SATWS of any suspicion that his or her password or API key may have been compromised by requesting SATWS to change his or her password or API key.

In addition, the User shall cooperate with SATWS in the investigation of security incidents or risks, as well as to execute the actions agreed upon for the resolution of incidents and the minimization of the risks detected.

Service Level Agreement

SATWS does not guarantee that the Platform is free of errors, bugs or vulnerabilities; however, it will provide the User, during the term of these T&C's, with the technical support necessary for the User to be able to use the Platform regularly, in accordance with the following:

• Availability ("Uptime"). The User may consult in the following link https://status.sat.ws the Platform availability metrics, as well as any incident occurred and the solution provided by SATWS. The foregoing, in the understanding that the incidents will be resolved in the time it takes SATWS. Notwithstanding the foregoing, SATWS will deduct from the invoice for the monthly Services the amounts specified in accordance with the Uptime indicated in the following Service Level Agreement (SLA); if the User has paid for services in advance, then the discount will be taken as a credit balance.
• Support ("Help Desk"). User will have access to the Help Desk depending on the support plan purchased by User (the "Support Plan"). The Support Plans available on the Platform are detailed in the relevant section of the Platform, including but not limited to: (i) ticket response times, (ii) priority levels, and (iii) pricing. It is understood that SATWS guarantees a response time to tickets generated by the User in accordance with the contracted Support Plan, but not the incident resolution time.

Platform Upgrades

In the event of any update to the Platform, SATWS undertakes to inform the User of the approximate date of such update and its characteristics, so that the User may decide to implement such update, as well as the costs that such update may entail. In the event that the User decides not to perform the update, provided that the update is not critical to the operation of the Platform, the User undertakes to ensure the operation of the Platform in conditions of optimal functionality that does not affect SATWS. Notwithstanding the foregoing, where the update of the Platform does not involve additional costs, the User undertakes to implement the same as soon as the update becomes available.

License conditions

The Parties agree that SATWS undertakes to provide the User with access so that the User can log in to the User Account and use the Platform. It shall be the sole and exclusive responsibility of the User to keep in a safe place both their email and password to access the Platform.

In addition to the foregoing, SATWS undertakes to provide, by itself or through duly authorized third parties, the configuration, technical support and maintenance of the Platform, by itself or through the professionals at its service, during the term of these T&C's, in order to avoid any contingency that the User may experience, or to correct the errors that may occur from time to time in the Platform. In addition, the User is expressly and strictly forbidden to carry out by himself or through any third party unrelated to SATWS, any type of configuration or maintenance related to the Platform subject of this Contract, being the violation of this obligation a cause for immediate termination of this Instrument and without the need for judicial or extrajudicial requirement.

Warranties

SATWS shall ensure the proper and proper functioning of the Platform as long as it is conducted on the parameters, operating capacity and computer systems due, including adequate Internet connection. Therefore, the Parties expressly agree that any malfunction of the Platform or any failure generated by causes directly attributable to the User, the Internet service providers or SATWS shall not be the responsibility of SATWS and, therefore, SATWS shall not be liable at any time and the Services shall continue until the User, the Internet service providers or SAT repair their failures.

Ownership of the platform

SATWS hereby declares that it is the sole and exclusive owner of the proprietary rights to the Platform. It also guarantees the originality and proper functioning of the Platform, whereby SATWS hereby undertakes to indemnify the User against any claims regarding the ownership and originality of the Platform.

Notwithstanding the foregoing, SATWS does not guarantee that the Platform is free of errors, bugs or vulnerabilities; however, SATWS shall provide the User, free of charge, during the term of this Agreement, with the necessary technical support to enable the User to use the Platform on a regular basis.

Technical Support

SATWS undertakes to provide technical support and advice to the User as detailed in the corresponding section within the Platform. The User shall select the support plan that best suits its needs and agrees to cover its costs according to the selected support plan.

Intellectual Property

The Parties acknowledge that all intellectual property rights that correspond to each of them are exclusively owned by them and will continue to correspond to them. Therefore, nothing established in these T&C's generates in favor of any of the Parties the right to use or exploit the intellectual property of the other Party, except as expressly provided herein. In this sense, it is expressly understood between the Parties that the Platform is granted under a non-exclusive and temporary license of use.

The Platform is protected by Mexican copyright laws and international treaties to which Mexico is a party. Therefore, the products and services must be treated as any other material subject to copyright. Also, it is expressly understood between the parties that the Platform may not be rented, leased or loaned or transmitted in any way without the express permission of the owner of the rights to the Platform.

User prohibitions

It is strictly prohibited to reproduce, modify, alter, distribute any copy, publicly communicate, transform, mutilate, make changes or any type of use or exploitation of the Platform other than that permitted by these T&C's, in whole or in part, by any means known or to be known in the future. Furthermore, it is strictly forbidden to carry out any reverse engineering process for the purpose of using or altering any of the modules and/or the source code and object code of the Platform, without the prior written authorization of SATWS.

All names, logos and trademarks are the property of SATWS, its customers or content providers and none of these elements may be used for any purpose whatsoever without the express written permission of the owner of such distinctive signs. Unauthorized use of such elements will be punishable under applicable law. Likewise, all material contained in the Platform, including but not limited to: designs, drawings, computer programs (source code and object code), databases, graphic, audiovisual, photographic material, texts, inventions, models, patents, among other Intellectual Property rights are the sole and exclusive property of SATWS and are protected by the Federal Copyright Law, the Industrial Property Law, as well as by the Intellectual Property laws of other countries and International Treaties on the subject to which Mexico is a party.

Validity

These T&C's shall commence on the date of acceptance of these T&C's and shall continue in force for as long as there is a relationship between the Parties.

Rates, payment and invoicing

In consideration for the Services, the User undertakes to pay SATWS the corresponding amounts according to the Services contracted in the corresponding plan, quotation or contract. Payment will be made either through electronic transfer of immediately available funds or any electronic payment method available on the Platform, on the dates previously agreed by the Parties.

SATWS will send the User the corresponding invoice within the first day of each month, and the User agrees to pay the amounts accrued during the corresponding month, within 5 (Five) calendar days following receipt of the corresponding invoice, through electronic transfer of immediately available funds to the account number and banking institution indicated by SATWS or by means of a charge to the account provided by the User.

Assignment of rights

The User may not assign all or part of the rights and obligations arising from these T&Cs without the prior written consent of SATWS. SATWS may assign all or part of the rights and obligations under these T&C's, provided that the User is notified of this fact in writing. The User may not assign all or part of the rights and obligations under these T&C's without the prior written consent of SATWS. SATWS may assign all or part of its rights and obligations under these T&C's, subject to simple notification to the User.

Relationship between the contracting parties

No relationship of principal and agent, agent, principal and commissioner, employer/substitute and employee, partner and associate is created between User and SATWS by these T&Cs. Neither Party shall have the authority to represent and bind the other in any way, and each Party shall be solely responsible for its own acts, except as provided in the ELIGIBILITY PROCESS FOR BALANCE ELIGIBILITY section and as set forth in the Agreement.

Confidential Information

Means any proprietary information of SATWS and/or its affiliates, subsidiaries and/or customers disclosed to the User, in any form and by any means, including but not limited to verbal, electronic, visual, written or any other tangible form, including but not limited to ideas, formulas, databases, standards, articles, studies, brochures, publications, manuals, systems, procedures, reports, technical reports, minutes, know how, trade secrets, patents, copyrights, software, licenses, data, inventions, algorithms, techniques, processes, marketing plans and projects, advertising, strategies, forecasts, confidential information of third parties, customer lists, of contacts, suppliers, business plans, market analysis, market knowledge or any other technical, economic, business or other proprietary information of SATWS, its affiliates, subsidiaries and/or customers or potential customers as well as any information relating to or related to the operations, business development, product development, new project development, finance, marketing, advertising, trade promotions, logistics, promotional trade-ins, or any information the disclosure and exposure of which, in any form, would in any way harm SATWS and/or its affiliates, subsidiaries and/or its customers (the "Confidential Information").

The User undertakes not to appropriate, use or exploit, by himself or by third parties, directly or indirectly, for his own or third parties' benefit and not to disclose or reveal to third parties the Confidential Information of SATWS or its customers, to which he has had, has or will have access in the future. Furthermore, the User undertakes to take all reasonable measures to prevent any prohibited dissemination and/or misuse of the Confidential Information.

The User expressly acknowledges that the Confidential Information that SATWS has provided or may provide in the future, may also constitute an Industrial Secret, under the terms of Article 82 of the Industrial Property Law, and therefore undertakes not to disclose or disseminate such Industrial Secret, by any form or means, and to be governed with respect thereto, by Title Three of the Industrial Property Law. The above, without prejudice of the civil and/or penal sanctions that correspond for violation to the Intellectual Property Rights, including the crime of disclosure of secrets, contemplated in articles 210, 211, 211 bis and other relative articles of the Federal Penal Code. Furthermore, the User acknowledges that the Confidential Information provided (past, present and future) by SATWS is and shall remain the property of SATWS, and therefore the User does not acquire any right, license, property or interest in respect thereof, to copy, sell, use or dispose of it in any way whatsoever.

The User shall be solely responsible for ensuring and maintaining the confidentiality and security of the personal password used for his or her SATWS platform User account. The User agrees not to disclose his/her personal password to third parties and shall be solely responsible for any use or action arising from the use of such password on the SATWS platform. Furthermore, the User agrees to immediately notify SATWS in the event that his or her password is lost or stolen.

Unsolicited ideas

SATWS does not seek or accept unsolicited ideas, suggestions or materials relating to, among other things, the development, manufacture or marketing or processing of our products and services. By agreeing to these Terms, you avoid any misunderstanding about intellectual property with members of the public who submit comments or ideas regarding the products, services or concepts that SATWS develops, and therefore, any unsolicited ideas may or may not be used by SATWS without creating any relationship with the person submitting such idea.

Dissemination and use of your messages and communiqués

All communications and other materials (including, without limitation, unsolicited ideas, suggestions or materials) submitted to the Platform or SATWS, by any means, become the sole and exclusive property of SATWS, and may be used by SATWS for any purpose, including commercial, without compensation.

Platform availability

SATWS may block, interrupt or restrict the use of and access to the Platform when it deems it necessary, as well as remove or terminate the Platform or any of its component parts. The User shall at all times have the right to unsubscribe from the Platform.

Non-compliance

In the event of a breach of any of the obligations of these Terms and Conditions, as well as applicable law, SATWS may suspend access to the Platform or delete the User's Profile; without prejudice to any legal action available to SATWS in the event that any conduct of the User causes damage or harm to SATWS.

You agree to hold SATWS harmless from any claim, complaint, suit, demand, suit or proceeding of any kind arising out of your breach, and you agree to reimburse SATWS for all expenses incurred in your defense, including but not limited to attorneys' fees, as well as any indemnification paid by SATWS.

Jurisdiction

The Platform will be available online irrespective of the fact that the same may not be available in the country where the User is located. This Platform is controlled and operated by SATWS from Mexico and SATWS makes no representation, express or implied, that the information and materials contained on the Platform, including without limitation information and other materials promoting the business activities, products or services described herein, are appropriate or available in other locations. In addition, some software on the Platform may be subject to export regulations imposed by the Government of Mexico and may not be downloaded and/or copied, or otherwise exported or re-exported, into (or to a national or resident of) a country that is under embargo by the Mexican government or in which the importation or downloading of such software is restricted ("Restricted Country").

If the User downloads or uses the Platform, you represent and warrant that you are not a citizen, that you do not reside within or are not located in territory controlled by any Restricted Country. Mexican law will govern these T&C's for which, expressly agrees to waive any jurisdiction that may apply by reason of their domicile, present or future, expressly submitting to the jurisdiction and venue of the courts of Mexico City, regarding all matters relating to these T&C's.

Disclaimer of Warranties

SATWS makes no representations or warranties as to the accuracy, reliability or completeness of the content of the Platform. To the fullest extent permitted by law, SATWS disclaims all warranties, express or implied, including, without limitation, implied warranties of availability and fitness for a particular purpose. Further, SATWS does not warrant that the Platform or the server that makes it available are free of vulnerabilities or security breaches not known to SATWS, and Users use the Site at their own risk.

SATWS shall not be liable for damages of any kind, including without limitation special or consequential damages, arising out of access to or inability to access, use of or reliance on the Platform or the information contained on the Platform.

Other

SATWS, in its sole discretion, reserves the right to: (i) change these T&C's, (ii) track and remove information provided by visitors to the Platform, and (iii) limit or eliminate the availability of the Platform, at any time, without notice in SATWS's sole discretion. If any term, condition or provision of these Terms and Conditions shall be determined to be unlawful, invalid, void or for any reason unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This instrument constitutes the entire agreement between the User and SATWS.