Terms and conditions

Effective date: April 14, 2021

Legal notice

Legal disclaimer. These T&C’s are binding between the person (the "User") who uses 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 jointly) for the use of the website, applications, and digital tools owned by SATWS (the "Platform").

By accessing, making use of the Platform, and/or creating a profile on the Platform, the User expresses their consent to these T&C’s.

Representations and general terms

To use the Platform and be bound under these Terms and Conditions, the User must be of legal age; under no circumstances do we allow access to and/or use of the Platform by anyone under 18 years of age. Likewise, by using the Platform on behalf of a legal entity, the User represents that they have the necessary and sufficient authority to bind their principal under the terms of these T&C’s.

For our part, we represent that: (i) SATWS is a legal entity duly incorporated under the laws of the United Mexican States, (ii) SATWS is current in the fulfillment of its tax obligations.

Any breach of these Terms and Conditions entitles us to terminate any relationship with the User without the need for a court order.

Data verification

By accessing, using, and/or creating a profile on the Platform, the User accepts that SATWS may verify, itself or through third parties, at any time, the data provided to us. 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, at its sole discretion, and remove any content related to the User. The User accepts the verification of their data, whether 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 up to date with 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. Likewise, such modifications will take effect at the moment these T&C’s are updated.

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

Privacy and personal data protection

The personal data of the Platform's Users collected by SATWS will be processed in accordance with the provisions of the Privacy Notice contained on SATWS's website, mobile applications, digital tools, and offices.

To obtain information regarding the collection, recording, storage, modification, consultation, use, communication by transfer, dissemination, or any other form of enabling access, collation or interconnection, limitation, erasure, 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 represents that they have the required authorizations and have made the corresponding notice available to their clients/users in accordance with the Ley de Protección de Datos Personales en Posesión de Particulares and its Regulations (the "Law"). In this regard, SATWS does not collect personal data of the Users' clients/users; therefore, should the User provide such data, SATWS will be considered the ("Processor" as defined in the Law) and the User the ("Controller" as defined in the Law).

If the User transfers personal data of their clients/users to SATWS, the User undertakes toward SATWS to make available to their users/clients the corresponding privacy notice, detailing the transfers and their purposes in accordance with the provisions of the Law.

General conditions

a. Creation of a User Account

Through the Platform, Users can create an account (the “User Account”), through which they can connect their systems with information from the Servicio de Administración Tributaria (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 finances,
• performing credit risk analysis,
• developing financial technology solutions, and
• accounting services.

To create a User Account, the User must go to the following link https://syntage.com, 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 VERIFICATION" section.

b. Our services

By creating a User Account, the User may contract our services (hereinafter the "Services"):

• Connect. Provides access to the up-to-date tax information of Users and/or the Users' clients for the purpose of collecting: received and issued invoices, provisional and definitive tax returns, proofs of tax status, tax compliance opinions, tax debts, and tax mailbox;
• Insights. Through indicators generated from raw data, it makes it possible to generate indicators that help the user perform credit risk assessments. This service cannot be contracted without contracting the Connect service;
• Issuing. Through our API, invoices (CFDI) with tax validity (stamped) before the SAT can be generated in a simplified manner.
• Lookup. RFC key validation service against different databases.

c. Contracting the Services

To contract the Services, the User may do so through the corresponding section within the Platform and in accordance with the plans available within it. However, if the formalization of personalized agreements requires the execution of additional documents, then the contracting of the Services will be carried out in accordance with the provisions of the "ADDITIONAL AGREEMENTS" section. .

d. Intended use of the Services

The Services may be contracted for the User's personal use or for the optimization and/or integration of the services offered by the User to their clients/users. The correct use of the Services, and exclusively for the purposes detailed in these T&C’s, is the sole responsibility of the User, who hereby expressly releases SATWS from any liability arising from this point.

e. Credentials

The User expressly accepts and acknowledges that in order to use the services in accordance with these T&C’s, they must enter their taxpayer credentials and certificates “CIEC”, “e.firma”, “CSD” (the “Credentials”) on the Platform, which will be handled in accordance with these T&C. If the User provides Credentials of their clients/users, the User declares under oath that they have the sufficient and necessary authorizations/mandates to enter the Credentials on the Platform; therefore, they hereby release SATWS from any liability arising from this point.

For the User's security, SATWS does not provide the User with their Passwords when requested; however, the User may request that their Credentials be deleted, or must personally change their Passwords with the SAT and provide them to SATWS again. If the User requests that their Passwords be deleted, the Services will continue until the date on which they are due to end in accordance with these T&C’s, and without prejudice to the fact that they may not be provided as set forth herein.

Data security

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

Additional agreements

When the contracting of the services: (i) is personalized or (ii) requires the signing of additional agreements for its formalization, the Parties may execute additional agreements.

License

By virtue of this Agreement, SATWS grants the User a temporary, non-exclusive, revocable, and limited license with respect to the Platform, for the latter to use it, by and for themselves, in accordance with these T&C’s, in line with the general and technical specifications set forth in an illustrative but not limiting manner 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) their email and (ii) the 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&C’s.

Operation of the platform

You may use the Platform for the purpose of consulting information about the contracted Services and using them, in a personal capacity. However, the User will be solely responsible for the use of and information entered on the Platform; therefore, they hereby expressly release SATWS from any liability arising from mishandling or misuse of the information they enter on the Platform, including the misuse or leakage of information regarding personal data or the Credentials, and undertake to hold SATWS harmless from any action, claim, lawsuit, or proceeding of any kind, with the User being required to pay any defense expenses SATWS may incur as a consequence of such proceedings.

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

Notwithstanding the foregoing, the User is strictly prohibited from allowing any third party other than the User, their employees, partners, shareholders, or staff to access and use the Platform. Likewise, reselling access to the Platform is strictly prohibited. Any breach of the foregoing will be considered grounds for automatic termination of this Agreement, without liability for SATWS and without the need for a judicial or extrajudicial demand. In this case, SATWS reserves the right to prevent the User's access to or use of 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 intended purpose is strictly prohibited.

The User undertakes to inform SATWS immediately of any suspicion that their password or API key may have been compromised, requesting that SATWS change the password or API key.

Likewise, the User must cooperate with SATWS in the investigation of security incidents or risks, and carry out 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 required for the latter to be able to use the Platform regularly, in accordance with the following:

• Availability (“Uptime”). The User may consult the Platform's availability metrics at the following link status.syntage.com, as well as any incident that has occurred and the solution provided by SATWS. The foregoing on the understanding that 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 at the following link Service Level Agreement (SLA); if the User has paid for services in advance, then the discount will be applied as a credit balance.
• Support (“Help Desk”). The User will have access to the Help Desk depending on the support plan contracted by the User (the “Support Plan”). The Support Plans available on the Platform are detailed in the corresponding section within the Platform, including without limitation: (i) ticket response times, (ii) priority levels, and (iii) prices. The foregoing on the understanding that SATWS guarantees a response time to the tickets generated by the User in accordance with the contracted Support Plan, but not the incident resolution time.

Platform updates

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 can decide whether to implement such update, as well as any costs it may entail. In the event that the User decides not to carry out the update, provided it is not critical to the operation of the Platform, the User undertakes to guarantee its operation in conditions of optimal functionality that do not affect SATWS. Notwithstanding the foregoing, when the Platform update does not involve additional costs, the User undertakes to implement it 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 make use of the Platform. It will be the User's sole and exclusive responsibility to keep both their email and the password for accessing the Platform in a safe place.

In addition to the foregoing, SATWS undertakes to provide, itself or through duly authorized third parties, the configuration, technical support, and maintenance of the Platform, itself or through the professionals in its service, during the term of these T&C’s, in order to avoid any type of contingency the User may experience, or to correct the errors that may arise on the Platform from time to time. In addition, the User is expressly and strictly prohibited from carrying out, themselves or through any third party unrelated to SATWS, any type of configuration or maintenance related to the Platform covered by this Agreement, with a violation of this obligation constituting grounds for immediate termination of this instrument and without the need for a judicial or extrajudicial demand.

Warranties

SATWS will endeavor to ensure the good and proper functioning of the Platform provided it operates within the proper parameters, operating capacity, and computer systems, including an adequate Internet connection. Accordingly, 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 the SAT will not be the responsibility of SATWS and, therefore, SATWS will not be liable at any time, and the Services will continue until the User, the Internet service providers, or the SAT repair their failures.

Ownership of the platform

SATWS states for the record that it is the sole and exclusive owner of the economic rights over the Platform. Likewise, it guarantees the originality and proper functioning of the Platform, and therefore SATWS hereby undertakes to hold the User harmless against any claim 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, it will provide the User, free of charge, during the term of this Agreement, with the technical support necessary for the latter to be able to use the Platform regularly.

Technical support

SATWS undertakes to provide the User with the technical support and advice detailed in the corresponding section within the Platform. The User must select the support plan that best suits their needs and undertakes to cover its costs in accordance with the selected support plan.

Intellectual property

The Parties acknowledge that all intellectual property rights belonging to each of them are their exclusive property and will remain theirs. Therefore, nothing set forth in these T&C’s creates in favor of either Party the right to use or exploit the intellectual property of the other Party, except as expressly provided herein. In this regard, it is expressly understood between the Parties that the Platform is granted under a non-exclusive, temporary license for use.

The Platform is protected by Mexican copyright laws and by the international treaties to which Mexico is a party. Consequently, the products and services must be treated like any other material subject to copyright. Likewise, it is expressly understood between the parties that the Platform may not be rented, leased, lent, or transferred in any way without the express authorization of the owner of the rights over the Platform.

User prohibitions

It is strictly prohibited to reproduce, modify, alter, distribute any copy of, publicly communicate, transform, mutilate, make changes to, or make any type of use or exploitation of the Platform other than that permitted through these T&C’s, in whole or in part, by any means known or to be known in the future. Likewise, it is strictly prohibited 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 clients, or content providers, and none of these elements may be used for any purpose without the express, written authorization of the owner of such distinctive signs. Unauthorized use of such elements will be sanctioned in accordance with applicable law. Likewise, all material contained on the Platform, including but not limited to: designs, drawings, computer programs (source code and object code), databases, graphic, audiovisual, and photographic material, texts, inventions, models, patents, among other Intellectual Property rights, is the sole and exclusive property of SATWS and is protected by the Ley Federal del Derecho de Autor, the Ley de la Propiedad Industrial, as well as by the Intellectual Property laws of other countries and the international treaties on the matter to which Mexico is a party.

Term

These T&C’s will enter into force on the date of their acceptance and will remain in force as long as a relationship exists between the Parties.

Fees, payment method, and invoicing

As consideration for the Services, the User undertakes to pay SATWS the corresponding amounts according to the Services contracted in the corresponding plan, quote, or agreement. Payment will be made either by electronic transfer of immediately available funds or by any electronic means of payment available on the Platform, on the dates previously agreed upon by the Parties.

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

Assignment of rights

The User may not assign, in whole or in part, the rights and obligations arising from these T&C’s without the prior written consent of SATWS. For its part, SATWS may assign, in whole or in part, the rights and obligations of these T&C’s, with a simple notification to the User of such circumstance being sufficient. The User may not assign, in whole or in part, the rights and obligations arising from these T&C’s without the prior written consent of SATWS. For its part, SATWS may assign, in whole or in part, the rights and obligations of these T&C’s, with a simple notification to the User of such circumstance being sufficient.

Relationship between the contracting parties

These T&C’s do not create a relationship of principal and agent, agent, principal and commission agent, employer/substitute employer and employee, or partner and associate between the User and SATWS. Neither Party will be empowered to represent and bind the other in any way, and each Party will be solely responsible for its own acts, except as provided in the ELIGIBILITY PROCESS FOR OBTAINING BALANCES section and as stipulated in the Agreement.

Confidential information

Means any information owned by SATWS and/or its affiliates, subsidiaries, and/or its clients 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 without limitation 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 third-party information, lists of clients, contacts, and suppliers, business plans, market analyses, market knowledge, or any other technical, economic, business, or other information owned by SATWS, its affiliates, subsidiaries, and/or clients or potential clients, as well as all information relating to or connected with operations, business development, product development, development of new projects, finance, marketing, advertising, commercial promotions, logistics, promotional redemption operations, or any information whose disclosure and exposure, in whatever form, would harm SATWS and/or its affiliates, subsidiaries, and/or its clients in any way (the “Confidential Information”).

The User undertakes not to appropriate, use, or exploit, themselves or through third parties, directly or indirectly, for their own benefit or that of third parties, and not to disclose or reveal to third parties, the Confidential Information of SATWS or its clients to which they have had, have, or will have access in the future. Likewise, 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 a Trade Secret, under the terms of Article 82 of the Ley de la Propiedad Industrial, and therefore undertakes not to reveal or disseminate such Trade Secret by any form or means and to be governed with respect to it by Title Three of the Ley de la Propiedad Industrial. The foregoing, without prejudice to the civil and/or criminal penalties that may apply for violation of Intellectual Property Rights, including the crime of disclosure of secrets, contemplated in Articles 210, 211, 211 bis, and other related articles of the Código Penal Federal. Likewise, the User acknowledges that the Confidential Information provided (past, present, and future) by SATWS is and will remain the property of the latter, and therefore the User does not acquire any type of right, license, ownership, or interest with respect to it, to copy it, sell it, use it, or dispose of it in any way.

The User will be solely responsible for ensuring and maintaining the confidentiality and security of the personal password they use for their User account on the SATWS platform. The User agrees not to reveal their personal password to third parties and will be solely responsible for any use or action arising from the use of such password on the SATWS platform. Likewise, the User undertakes to notify SATWS immediately in the event that their personal password is lost or stolen.

Unsolicited ideas

SATWS does not seek or accept unsolicited ideas, suggestions, or materials related to, among other things, the development, preparation, marketing, or processing of our products and services. Accepting these Terms avoids any misunderstanding about intellectual property with members of the public who submit comments or ideas regarding the products, services, or concepts that SATWS develops; therefore, any unsolicited idea may or may not be used by SATWS without creating any type of relationship with the person who submits such idea.

Disclosure and use of your messages and communications

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

Availability of the platform

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

Breach

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

The User undertakes to hold SATWS harmless from any claim, complaint, lawsuit, criminal complaint, or proceeding of any kind arising from their breach, and must reimburse SATWS for all expenses incurred in its defense, including but not limited to attorneys' fees, as well as any type of compensation paid by SATWS.

Jurisdiction

The Platform will be available online regardless of the fact that it may not be available in the country where the User is located. This Platform is controlled and operated by SATWS from Mexico, and SATWS does not warrant, explicitly or implicitly, that the information and material contained on the Platform, including without limitation the information and other materials promoting the commercial activities, products, or services described herein, are appropriate or available in other locations. Additionally, some software on the Platform may be subject to export rules imposed by the Government of Mexico, and therefore may not be downloaded and/or copied, or exported or re-exported, into (or to a citizen or resident of) a country under embargo by the Mexican government or in which the import or download of such software is restricted (hereinafter a “Restricted Country”).

If the User downloads or uses the Platform, they represent and warrant that they are not a citizen of, do not reside within, and are not located in territory controlled by any Restricted Country. Mexican law will govern these T&C’s; accordingly, you expressly agree to waive any jurisdiction that may correspond to you by reason of your domicile, present or future, expressly submitting to the jurisdiction and competence of the courts of Mexico City with respect to all matters related to these T&C’s.

Disclaimer of warranties

SATWS makes no representation or warranty whatsoever regarding the accuracy, reliability, or completeness of the content of the Platform. Within the limits established by law, SATWS disclaims all warranties, explicit or implicit, including without limitation the implied warranties of availability and fitness for a particular purpose. Furthermore, SATWS does not warrant that the Platform or the server that makes it available are free of vulnerabilities or security breaches unknown to SATWS, and therefore Users use the site at their own responsibility and risk.

SATWS will not be liable for damages of any kind, including without limitation special or consequential damages, arising from access to or the inability to access the Platform, as well as from its use or reliance on it or the information contained on the Platform.

Miscellaneous

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