TERMS AND CONDITIONS

Last updated: 1/8/2025

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These Terms and Conditions (the "Terms and Conditions") govern the access and use of the services of NEXTGEN CONVERSATIONS CORP and/or its subsidiaries, affiliates, for all solutions offered by these entities, including but not limited to the use and access to its website, its web services, the digital platform, (the "Platform"), and all services and applications ("Services"), whether paid, trial, free, and/or any other promotion or modality.

NEXTGEN CONVERSATIONS CORP (hereinafter "WeSpeak", or "We") is a corporation incorporated under the laws of the United States of America, with its principal place of business at 1007 North Orange St, 4th Floor, Wilmington, DE, 19801, United States of America.

These Terms and Conditions are applicable to all visitors, users and persons accessing, contracting or using the Services (hereinafter "You", "User", "Subscriber"). Use of the Services shall include, at a minimum, these Terms and Conditions.

THIS DOCUMENT CONSTITUTES A BINDING AGREEMENT AND GOVERNS THE USE OF AND ACCESS TO THE SERVICES BY YOU, AGENTS AND END USERS, WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION OR A FREE TRIAL OF THE SERVICES.

By accepting this Agreement, whether by accessing or using a Service, or by authorizing or permitting any Agent or End User to access or use a Service, Subscriber agrees to be bound by this Agreement as of the date of such access or use of the Service (the "Effective Date"). If you enter into this Agreement on behalf of a company, organization or other legal entity ("Entity"), you agree to this Agreement for such Entity and represent to WeSpeak that you have the authority to bind such Entity and its Affiliates with respect to this Agreement, in which case the terms "Subscriber", "you" or "your" herein refer to such Entity and its Affiliates. If you do not have such authority or if you do not agree to comply with this Agreement, you must not use or authorize any use of the Services. Subscriber and WeSpeak shall be referred to as a "Party" and collectively as the "Parties" for purposes of this Agreement.

These Terms and Conditions, together with any updates, modifications, additional terms and related policies constitute the legal agreement between WeSpeak and you. These Terms and Conditions expressly supersede any prior agreements or undertakings entered into between the parties. WeSpeak may at any time modify these Terms and Conditions, which will give reasonable notice for acceptance or rejection. If you continue to use/access the services, you will be deemed to accept these Terms and Conditions.

1. LEGAL NOTICES

1.1 The purpose of this Agreement is to set forth the terms and conditions under which Subscriber may purchase WeSpeak Services and Professional Services described in a Service Order, Statement of Work or other document signed or agreed to by Subscriber.

In the event of any inconsistency or conflict between the terms of the Master Services Agreement and the terms of any Service Order or Statement of Work, the terms of the Service Order or Statement of Work shall prevail. Translations of this Agreement into languages other than English are provided for ease of reference only. In the event of any ambiguity or conflict between translations, the English version shall prevail.

1.2. The company can be contacted by e-mail at the following address: info@wespeak.pro or by telephone at the following number: +54 9 11 2392 7400.

2. ACCESS TO SERVICES / SUBSCRIPTION

2.1 You may access and/or use the Services only to the extent WeSpeak has agreed in accordance with this Agreement, the purchase and/or service order(s), and documentation applicable to the Subscribed Service. WeSpeak will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except during (a) Planned Downtime (of which WeSpeak will give advance notice through the Site or to the Account owner); and (b) Force Majeure Events. You are responsible for ensuring that this Agreement is strictly enforced and does not violate any applicable law in your jurisdiction.

2.2 The present is for the purpose of contracting the Chatbot system, developed to leverage direct channels suitable for You. The system can be programmed to respond immediately, unlimited, 24 hours a day, in multiple languages, subject to the terms of engagement in the subscription, in the Purchase Order and/or Service, or any other agreement made between the Parties.

2.3 Technical support: It is WeSpeak's responsibility to keep available for you, free of charge (subject to particular conditions), a support team to assist you in eventual system problems via email, livechat and telephone, on business days of the Republic of Argentina, from Monday to Friday, from 9 am to 6 pm (UTC -3). It also undertakes to maintain a digital help center available 24/7 for your users.

In the event that you have purchased a specialized service or services with different scopes, these will be governed by such agreement(s).

2.4 Consulting Services. At Subscriber's request, WeSpeak may provide Professional Services subject to such terms and conditions as may be agreed between the Parties.

2.5 Modifications. You acknowledge that WeSpeak may modify the features and functionality of the Services during the Subscription Term. WeSpeak will give the registered account holder for the purposes of the Services thirty (30) days prior notice to You of the removal of any major features or functionality, and/or material changes to the features of the Service. WeSpeak will endeavor not to materially diminish the overall functionality of the Services purchased by You during the Subscription Term. In the event that You do not accept such changes, You may terminate the Agreement without charge or penalty in accordance with the provisions of this Agreement (Early Termination Clauses).

3. USE OF SERVICES

3.1. Login Management. Access to and use of certain Services is restricted, for example, to the specified number of individual Users permitted under your subscription/Purchase Order and/or Service as detailed in the Documentation. For Agent-based Services, Subscriber agrees and acknowledges that an Agent Login may not be shared or used by more than one (1) person per Account. However, Agent Logins may be reassigned to new persons to replace others who no longer need to use the Services on an ongoing basis. You and Your Agents and/or Dependents, are responsible for maintaining the confidentiality of all Agent Login information for an Account. In the absence of a written license from WeSpeak expressly stating otherwise, You agree and acknowledge that You may not use the Services, including but not limited to the API, to circumvent the requirement of an individual Agent Login for each individual who (a) leverages the Services to interact with End Users; (b) processes data related to interactions with End Users; or (c) processes data related to interactions originating from a non-WeSpeak Service that provides functionality similar to the functionality provided by the Services and that, pursuant to this Agreement, would require an individual Agent Account, if you used the Services for such interaction. In addition, Subscriber shall not use the API or any Software in a manner that circumvents any applicable Service Plan restrictions or Agent license restrictions that apply in the user interface of the Service. WeSpeak reserves the right to charge Subscriber, and Subscriber hereby agrees to pay, for any excessive use of a Service in violation of this Agreement or the Service Plan features and limitations on the Site or Documentation, in addition to other remedies available to WeSpeak.

3.2. System Requirements. Internet connection of sufficient speed, and minimum latency is required for proper transmission of the Services. You are responsible for acquiring and maintaining network connections that connect Subscriber's network to the Services, including but not limited to browser software that supports the protocols used by WeSpeak, and/or any other protocols accepted/required by WeSpeak, and for following the procedures for accessing the Services that support such protocols. WeSpeak is not responsible for notifying Subscriber, Agents or End Users of any updates, corrections or enhancements to such software or any compromise of data, including Service Data, transmitted over computer networks or telecommunications facilities (including but not limited to the Internet) that are not owned, operated or controlled by WeSpeak. WeSpeak assumes no responsibility for the reliability or performance of the connections described in this Section. You are solely responsible for the activity that occurs on your Meta account (including, without limitation, the generation and management of third party data).

3.3 In-Product Cookies. Whenever You, Your Agents or End Users interact with the Services, the In-Product Cookie Policy will apply.

3.4. Definitions of use of the Services (unless otherwise agreed to by the parties):

Agent: Any automated instance (bot) deployed by WeSpeak to interact with end users, process requests, provide answers or execute tasks within a specific communication channel (such as WhatsApp, Facebook, Instagram, Email, web forms, among others). Each Agent will be identified by the line or channel it operates, being able to be configured with particular flows, functions and permissions depending on the case. The use of multiple Agents implies the existence of multiple points of automated interaction and will be considered for the purposes of the scope of service and the corresponding billing.

Conversations: A "conversation" shall mean any sequence of messages exchanged between any information requester in the respective ChatBox and the WeSpeak system (virtual assistant and/or human intervention), initiated by any incoming message in the integrated channels (WhatsApp, Instagram, etc.). A single conversation will be considered a single conversation when it remains active in time windows of a maximum duration of 72 hours (no more than 72 hours have elapsed since the last message received by the contact). In the event that more than 72 hours elapse without receiving messages from the contact (End User), any subsequent new message will be considered the start of a new conversation, regardless of content, intent or previous history.

User: Each Subscriber's dependent who has access to and interacts with the Platform provided by WeSpeak, regardless of the purpose.

End User: Any person requesting information, reservation, service, consultation, etc., who sends messages through any of the integrated channels.

4. TERM, CANCELLATION AND TERMINATION

4.1. Deadlines and terms

4.1.1. The term of this Services Agreement commences on the Effective Date and/or payment by you, and shall remain in effect for as long as you have a valid Purchase Order and/or Service Order/Statement of Work or until this Master Services Agreement is otherwise terminated in accordance with the terms hereof, whichever occurs first. The Subscription Term shall be defined in each individual Service Order, otherwise the contract shall be presumed to be for a term of 12 months, with automatic renewal. Unless an Account and provision of a Service is terminated in accordance with this Agreement or the applicable Service Order, or unless otherwise stated in the applicable Service Order, (a) your subscription to a Service (including any and all associated Services implemented) will renew for a Subscription Term equal in length to the then-current Subscription Term; and (b) the Subscription Charges applicable to any subsequent Subscription Period shall be WeSpeak's standard Subscription Charges for the Service Plan and associated implemented Services applicable at the time of such renewal.

4.1.2. Revision of Rates. For the avoidance of doubt, in the event that the subscription is paid on a monthly, quarterly or semi-annual basis, WESPEAK reserves the right to adjust the amounts in accordance with the terms and conditions in effect for the general public, as published on its website or as officially communicated. Any such change shall apply to the billing period following notice thereof.

4.2. Probationary period / Guarantee - Mandatory minimum stay -

4.2.1.Except as otherwise expressly set forth in this Agreement, a Purchase Order and/or Service Order, a Statement of Work or the Supplemental Terms, WeSpeak agrees to provide Subscriber with a thirty (30) calendar day trial period following acceptance of this Agreement. During such period, Subscriber may cancel its subscription without penalty, and in such case, WeSpeak shall reimburse Subscriber for the amount actually paid for the relevant subscription. In order to exercise this right, as an indispensable requirement, the Subscriber must have fully complied with the mandatory checklist provided by WeSpeak, which details the minimum tasks required for the correct activation of the Service. Failure to comply with such checklist will prevent the application of this guarantee benefit.

4.2.2. Notwithstanding clause 4.2.1, Subscriber agrees, after the Trial Period, or in the event that Subscriber is unable to exercise such right in a timely manner, to keep the subscription, or the contracted services, active and to comply with the corresponding payments during the first three (3) full months, counted from the date WeSpeak starts the implementation work of the chatbot system. This period includes all time elapsed since the start of the initial implementation process, as well as all subsequent time of continuous improvements to optimize the performance of the system. In the event that you decide to terminate the contract before completing this minimum period, you must pay WeSpeak the amount equivalent to the remaining monthly payments until the three (3) month minimum period is completed.

4.3. Either Party may elect to terminate this Agreement by giving notice in good faith in accordance with the provisions of this Agreement to soporte@wespeak.pro at least thirty (30) days in advance, provided that the minimum period stipulated in 4.2 is complied with.

4.4. Early Termination for Cause. Either party may terminate this Agreement early in the event of material breach of contractual obligations by the other party. The affected party shall give written notice to the defaulting party, granting it a period of fourteen (14) calendar days to remedy such breach, when such breach is susceptible of correction. Once this term has elapsed without having been remedied, the affected party may terminate the Contract immediately by means of a written notice. Likewise, either party may terminate the Contract immediately, without the obligation of a cure period, in the following cases:

(a) impossibility of performance due to force majeure, including but not limited to natural disasters, pandemics, war, civil unrest, acts of governmental authority, or critical interruptions of essential services that make performance of the subject matter of the contract impossible;

(b) declaration of bankruptcy, insolvency, dissolution or cessation of activities of any of the parties.

4.5. For the avoidance of doubt, and without prejudice to any limitations that may arise with respect to the early termination of this Agreement, the Subscriber may request at any time the disconnection or reconfiguration of the chosen communication channel, by giving WeSpeak at least five (5) business days' prior written notice. WeSpeak will execute such request within the indicated term, without affecting the validity or the obligations associated with the other services contracted by the Subscriber.

5. BILLING, PLAN CHANGES AND PAYMENTS

5.1. Payment and Billing. Except as otherwise expressly set forth in this Agreement, a Purchase and/or Service Order, Statement of Work or Supplemental Terms, or as otherwise agreed for Usage Charges, all Subscription Charges are payable in full at the beginning of the Subscription Period (monthly, quarterly or annually in advance) or, with respect to a deployed Partner Service, at the time such deployed Partner Service is purchased, subscribed to or otherwise deployed. Subscriber is responsible for providing valid and current payment information, and agrees to promptly update account information, including payment information, with any changes that may occur (e.g., a change in Subscriber's billing address or debit/credit card expiration date).

5.2. WeSpeak will send an invoice according to the payment recurrence of the selected plan, payable within 5 days of shipment. If Subscriber fails to pay the Subscription Charges or any other charges indicated on any Service Order or Statement of Work, or on any Supplemental Term, within the five (5) day deadline, WeSpeak will send a notice to Subscriber that payment is past due, and if Subscriber fails to make payment, or fails to update payment information upon WeSpeak's request (with confirmation of payment), WeSpeak reserves the right to suspend Subscriber's, Agents' and End Users' access to and use of the Services. In addition, if non-payment persists throughout the current month, WeSpeak reserves the right to terminate the Agreement for non-performance, and to charge Subscriber (subject to the maximum limits authorized by applicable law) late payment penalties or interest charges on any past due invoice that is not subject to a previously notified bona fide dispute as to the amount owed.

5.3. First Payment Structure: The first payment will be a pro-rata amount corresponding to the days elapsed from the date of signing the contract or service order until the end of the current month. In the case of upgrades, if Subscriber decides to upgrade the Service Plan or increase the number of Agents authorized to access and use a Service during the Subscription Period, any incremental Subscription Fee associated with such upgrade will be charged in accordance with the remaining Subscription Period.

5.4. Downgrades. Subscriber may not downgrade its Service Plan or reduce the number of Agents during any Subscription Period, consistent with the billing period. Subscriber may only downgrade its Service Plan or reduce the number of Agents of any Service Plan upon thirty (30) days prior notice, indicating the instances to be affected and the details of the requested downgrade.

5.5. In case of disagreement or dispute regarding the Services invoiced, Subscriber shall notify Subscriber in writing within five (5) business days after receipt of the invoice. The parties agree to resolve such disagreement amicably and in good faith. If no agreement is reached, the terms set forth in this Agreement, the applicable Purchase Order and/or Service Order, and the Statement of Work shall prevail. In the event the dispute involves services provided by a third party (e.g., charges for AI usage credits provided by a third party provider), the report issued by such third party shall be deemed conclusive for purposes of resolving the claim.

5.6 Third Party Costs and Additional Services. Subscriber acknowledges and agrees that any costs associated with third party services or tools necessary for the performance of the Service - including, but not limited to, integrations, artificial intelligence credits, external API calls, costs billed by Meta (Facebook Inc.) or any of its official providers (such as 360dialog, Twilio, etc.), licenses, technology platforms or other technical inputs - that are not expressly contemplated in the Purchase Order, Statement of Work and/or Agreement, will be billed separately. Such costs shall be the sole and exclusive responsibility of the Subscriber, who agrees to cover them in a timely manner so as not to affect the continuity of the Service.

5.7. Taxes, Contributions and Charges. Unless otherwise stated, WeSpeak subscription charges do not include any taxes, if applicable Value Added Tax (VAT) will be calculated on the amount of the value.

6. INFORMATION MANAGEMENT

6.1. Request for information:

6.1.1. The Subscriber will complete the questionnaire provided by WeSpeak, and available on the Platform, with all relevant and updated information about its establishment, necessary to feed the chatbot intelligence. WeSpeak may, at its sole discretion, request clarification or additional information when deemed appropriate to improve the quality of the Service.

6.1.2. Updating policies and information: It shall be the sole and exclusive responsibility of the Subscriber to keep all policies, terms and conditions and other information relating to his or her establishment up to date. The Subscriber shall independently enter on the platform, in the information section provided by WeSpeak, any modifications and/or changes to such information, in order to ensure that the chatbot reflects accurate and current information. WeSpeak may verify such information, but is not obliged to do so, and the Subscriber shall be solely responsible for any inconsistencies, outdated or missing information.

6.1.3. Booking Engine Information: Subscriber shall provide advance notice of any modifications related to its booking engine or associated integrations (including change of vendor, version or subscription type), in order to allow WeSpeak to adapt or update the technical functionalities necessary to maintain the operability of the quotation and service flows.

6.1.4. Corrections and linguistic customization: It is the Subscriber's responsibility to inform WeSpeak about errors detected in the conversations, as well as to suggest specific expressions, idioms or particularities of their establishment that contribute to a better customization of the language. This collaboration will make it possible to optimize the understanding of free text and the chatbot's capacity, progressively improving user satisfaction rates. WeSpeak may, but is not obliged to, from time to time carry out tests and checks to detect inconsistencies, and if necessary inform the Subscriber in order to improve the ChatBot's level of response.

6.1.5. Standard questionnaire and automatic translations: The Subscriber must complete the standard questionnaire provided by WeSpeak in English and/or Spanish. The system may generate automatic translations for the additional languages activated. It shall be the sole responsibility of the Subscriber to review such translations within the system, and WeSpeak shall not be liable for any errors or omissions resulting from such automation.

6.1.6. The Subscriber acknowledges and accepts that it is the sole responsibility of the Subscriber to obtain the prior, express and valid informed consent of the end users for the collection, processing and use of their personal data within the framework of the Services provided by WeSpeak, in accordance with the applicable data protection legislation. Furthermore, the Subscriber expressly authorizes WeSpeak's development team and support team to access such information solely for the purposes of maintenance, continuous improvement or technical support, and to the extent strictly necessary for the proper performance of the Services.

6.2. Confidential Information. In connection with the Services, each Party shall protect the Confidential Information of the other Party from unauthorized use, access or disclosure in the same manner in which each Party protects its own Confidential Information, but with care no less than is reasonable and/or expected from good business practice. Except as otherwise expressly permitted under this Agreement or written agreement signed by the Parties, each Party may use the Confidential Information of the other Party solely to exercise its respective rights and perform its respective obligations under this Agreement, Service Order and/or Work Order, Statement of Work, etc., and shall disclose such Confidential Information. (a) only to employees or service providers other than employees and contractors who have a need to know such Confidential Information and who are subject to confidentiality terms designed to prevent misuse of such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with applicable laws or regulations. This section shall not apply to any information that (a) was already in the public domain prior to the time of disclosure by the disclosing Party, or (b) becomes in the public domain after such disclosure without action or inaction by the receiving Party in violation of this Agreement. Given the unique nature of Confidential Information, the Parties agree that any breach or threatened breach by a Party of this Agreement with respect to Confidential Information may cause irreparable harm to the other Party. Therefore, the Parties agree that such breach or threatened breach shall entitle the other Party to seek injunctive relief or other protection derived from the Equity regime in addition to all legal mechanisms. The confidentiality of the information shared between the Parties during this agreement shall survive the termination of this agreement for a period of 3 years.

6.3. Subprocessors and service data security

6.3.1 Subprocessors. WeSpeak may use Subprocessors that will access or process the Service Data to assist in providing the Services to Subscriber. Subscriber hereby confirms and grants general authorization for WeSpeak's use of such Subprocessors as may be necessary for the provision of the Service. WeSpeak will use its commercially viable best efforts to ensure the security and integrity of such processors.

6.3.2. WeSpeak shall act as data processor, limiting its intervention to the processing of information in accordance with the instructions of the Subscriber, who shall act as data controller and who shall retain full ownership and responsibility for the data provided and/or obtained as a result of the Service. The Subscriber declares that he/she has the necessary legal basis for the processing of the data and guarantees that the use of the platform does not infringe third party rights or applicable regulations.

6.3.3. WeSpeak may host, process or transfer data on servers located in different jurisdictions in order to optimize the performance, costs and availability of the Service. However, WeSpeak is committed to complying with reasonable industry standards and practices regarding security and data protection, including, where applicable, the principles established by the European Union's General Data Protection Regulation (GDPR) or other equivalent regulations applicable in the United States.

6.3.4. WeSpeak shall not be liable for the Subscriber's failure to comply with applicable data protection regulations, nor for any decisions or instructions given by the Subscriber regarding the processing of personal information. Furthermore, the Subscriber expressly exonerates WeSpeak from any claim, penalty or liability arising from the unlawful, inaccurate or unauthorized processing of data under its control.

7. INTELLECTUAL PROPERTY RIGHTS

7.1. Intellectual Property Rights. Each Party shall retain all right, title and interest in and to any of its respective Intellectual Property Rights. Unless otherwise expressly agreed, the license granted by WeSpeak to Subscriber, Agents and End Users shall be non-exclusive, limited, revocable, non-transferable and non-sublicensable, granted solely for access to and use of the contracted Service(s) during the term of this Agreement and subject to the terms set forth herein. The rights granted to Subscriber, Agents and End Users to use the Service(s) under this Agreement do not convey any additional rights to the Service(s) or any WeSpeak Intellectual Property Rights associated with the Service(s). Subject only to the limited rights to access and use the Service(s) as expressly stated herein, all right, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services and WeSpeak's machine learning algorithms, including all related Intellectual Property Rights, shall remain with WeSpeak and belong exclusively to WeSpeak.

7.2.

The Subscriber authorizes WeSpeak to use its trade name, logo and other distinctive signs of its ownership solely for promotional purposes, commercial reference, preparation of case studies, impact reports or inclusion in presentations and institutional material (brochures, website, networks, among others), provided that such use does not involve reputational, legal or commercial risk for the Subscriber or reveal confidential or strategic information.

WeSpeak undertakes to use such elements in a respectful manner, without detracting from its image, and may cease their use if the Subscriber so requests in writing.

8. REPRESENTATIONS, WARRANTIES, DISCLAIMERS

8.1. Warranties. Each Party represents and warrants to the other that (a) this Agreement has been duly executed and delivered and constitutes a valid and binding agreement enforceable against such Party in accordance with its terms; (b) no authorization or approval of any third party is required in connection with the execution, delivery or performance of this Agreement by such Party; and (c) the execution, delivery and performance of the Agreement does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is bound.

8.2. Disclaimers. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, THE SITES AND SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WESPEAK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SUBSCRIBER ACKNOWLEDGES THAT WESPEAK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE OF VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY SUBSCRIBER FROM WESPEAK OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

8.3. LIMITATION OF LIABILITY: Except in cases of willful misconduct or gross negligence, WeSpeak's total liability for any damages, loss or injury arising out of this Agreement, whether in contract, tort or otherwise, shall be limited to the total amount actually paid by Subscriber to WeSpeak as fees for the Services during the twelve (12) months prior to the date on which the event giving rise to the claim occurred. In no event shall WeSpeak be liable for indirect, incidental, special, punitive, exemplary, moral, or consequential damages, including, but not limited to, loss of profits, revenue, data, business opportunities or reputation, even if advised of the possibility of such damages.

9. GENERAL CLAUSES

9.1. Partial Nullity. If any term of this Agreement is determined by a court of competent jurisdiction or governing body to be void or unenforceable, such term shall be replaced by another term consistent with the purpose and intent of this Agreement, and the remaining provisions of this Agreement shall remain in effect.

9.2. Independence between the parties. The Parties expressly declare that this Agreement does not constitute and shall not be construed as a partnership, association, joint venture, mandate, representation, franchise, agency, subordination or any other form of legal relationship different from the one agreed herein. Each Party acts independently and autonomously in the performance of its respective obligations. Likewise, neither of the Parties may assume or contract obligations on behalf of the other, nor create any representation that implies any legal relationship beyond what is expressly provided for in this Agreement. In particular, it is hereby stated for the record that the personnel, employees, contractors or collaborators of one Party shall not have any labor, contractual or dependency relationship with the other Party, and each Party shall be solely and exclusively responsible for its labor, social security, tax and social security obligations with respect to its own personnel.

9.3. Notices. All notices, demands, communications or notices to be given between the Parties under this Agreement shall be in writing and shall be valid if delivered:

(a) personally with proof of receipt,

(b) by registered mail with return receipt requested to the legal address of the other Party, or

(c) by electronic mail sent to the electronic addresses expressly designated by each Party in this Agreement or subsequently notified in writing, provided that there is a return receipt or confirmation of receipt.

9.4. Jurisdiction and Governing Law: This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Delaware, United States of America, excluding its conflicts of law rules. Any controversy, dispute or claim arising out of or relating to this Agreement, its interpretation, performance, validity or termination shall be finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC). The arbitration shall be administered by ICC and decided by one (1) sole arbitrator, appointed in accordance with the said Rules. The proceedings shall be conducted in the Spanish language, and the legal seat of the arbitration shall be in the State of Delaware, United States of America. The arbitration award shall be final, binding and enforceable in any competent jurisdiction.

10. TYPES OF WHATSAPP CONNECTIONS

Uso de WhatsApp Business y WhatsApp Business Platform (API)

Available modalities
1. WhatsApp Business App (QR mode linked to device): CONTRACTOR shall have access at no additional cost to this channel, included by default in this license.
2. WhatsApp Business Platform/API (official cloud channel): CONTRACTOR may choose to enable this channel, subject to the terms and costs detailed below.

Technical limitations of QR mode
The CONTRACTOR declares to know and accept that the use of WhatsApp Business App by scanning the QR code implies, among others, the following conditions:
1. Dependence on a switched-on mobile device with stable Internet connection
2. Risk of disconnections or logouts interrupting ongoing conversations
3. Lower response speed and higher latency in receiving/sending messages when the device is saturated or with poor signal;
4. Limitation to a small number of users/agents working simultaneously
5. Possibility of temporary blocking due to traffic overload or non-compliance with WhatsApp policies.
6. Absence of advanced metrics, webhooks and scalability typical of cloud environments.

The CONTRACTOR assumes responsibility for these risks and releases the CONTRACTOR from any obligation to guarantee continuity or quality of service under this modality.

3. Advantages and costs of the API channel

If the CONTRACTOR decides to enable the WhatsApp Business Platform/API - official channel provided and maintained by Meta for high availability business operations - acknowledges and agrees that:

a. Charges for such use are set exclusively by Meta Platforms, Inc. ("Meta") and vary by country and type of conversation, according to the public table available at: https://developers.facebook.com/docs/whatsapp/pricing.

b. Such charges are not included in the monthly fee agreed with the CONTRACTOR or in any other item of this contract and will be billed directly by Meta.
c. The CONTRACTOR assumes full responsibility for payment of such charges and shall keep its means of payment up to date to avoid suspension of the service by Meta.
d. The CONTRACTOR assumes no obligation or responsibility for (i) the determination or modification of Meta's rates (ii) the invoicing or collection thereof, nor (iii) any interruptions derived from non-payment thereof.
e. The CONTRACTOR shall not receive any commission, surcharge or remuneration whatsoever on these amounts and shall not manage the invoicing or collection thereof.

4. Technical recommendation: In light of the advantages of stability, scalability and multi-agent support offered by the WhatsApp Business Platform/API, the CONTRACTOR recommends choosing this channel for production environments with high volume or requiring 24/7 availability. The final choice of the channel corresponds to the CONTRACTOR, who assumes the technical and economic consequences derived from its decision.