Terms and Conditions

• SASS Services and Support
• Restrictions and Responsibilities
• Confidentiality and Proprietary Rights
• Payment of Fees
• Term and Termination
• Warranty and Disclaimer of Liability
• Limitation of Liability
• Miscellaneous
• Annex A - Service Level Terms
• Annex B - Terms of Support
• Annex C - Rates and Service Capacities

1. SASS Services and Support

1.1 Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer with the Services (in accordance with the Service Level Terms attached hereto as An Annex.

1.2. As part of the registration and account generation process of the Client's Company, the Client will provide a Company name, email account, administrative username, a password and acceptance to the terms and conditions presented in this document. The Company reserves the right to refuse registration or cancel passwords it deems inappropriate.

1.3 Subject to the terms hereof, the Company shall provide the Customer with reasonable technical support services in accordance with the terms set forth in Anexx B.

2. Restrictions and Responsibilities

2.1 Customer shall not, directly or indirectly: reverse engineer, decompile, disassemble or attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms related to the Services or any software, documentation or data related to the Services ("Software"); modify, translate or create derivative works based on the Services or any Software (except to the extent expressly permitted or authorized by the Company within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels. With respect to any Software that is distributed or provided to Customer for use on Customer's premises or devices, Company grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term solely in connection with the Services.

2.2 The Customer represents, agrees and warrants that it will use the Services only in accordance with the Company's then current published policies and all applicable laws and regulations. The Customer agrees to indemnify and hold the Company harmless from and against all damages, losses, liabilities, settlements and expenses (including, without limitation, costs and attorneys' fees) in connection with any claim or action arising out of any alleged breach of the foregoing or the Customer's use of the Services.

2.3 Customer shall be responsible for obtaining and maintaining any ancillary equipment and services necessary to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networks, web servers and the like (collectively, the "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer's account, passwords (including, without limitation, administrative and user passwords) and files, and for all uses of Customer's account or Equipment with or without Customer's knowledge or consent.

3. Confidentiality and Proprietary Rights

3.1 The Client understands that the Company has disclosed or may disclose commercial, technical or financial information related to the business of the Company (hereinafter referred to as "Proprietary Information" of the Company). Company Confidential Information includes non-public information regarding the features, functionality and performance of the Service. Customer Insider Information includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). Customer agrees to: (i) take reasonable precautions to protect such Intellectual Property Information, and (ii) not use (except in the provision of the Services or as permitted herein) or disclose to third parties such Information. of Intellectual Property. The Company agrees that the foregoing shall not apply with respect to any information after five (5) years after the disclosure of the same or any information that the Client can document that (a) is or becomes available to the general public , or (b) was in your possession or known to you prior to receipt from the Company, or (c) was lawfully disclosed to you without restriction by a third party, or (d) was independently developed without the use of any Information Company Property or (e) disclosure is required by law.

3.2 Client shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Client as part of the Services. La empresa será propietaria y conservará todos los derechos, títulos e intereses sobre (a) los Servicios y el Software, todas las mejoras, ampliaciones o modificaciones de los mismos, (b) cualquier software, aplicación, invención u otra tecnología desarrollada en relación con los Servicios de Implementación o el soporte, y (c) todos los derechos de propiedad intelectual relacionados con cualquiera de los anteriores.

3.3 Notwithstanding any provision, the Company shall be entitled to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information relating to Customer Data and data derived therefrom), and Company shall be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and remediation purposes in connection with the Services and other Company offerings, and (ii) disclose such data only in aggregate or de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. Payment of Fees

4.1 Customer shall pay Company the then applicable fees described in the Annex C (Rates and Service Capacities) for the Services and Implementation Services in accordance with the terms thereof (the "Fees"). If Customer's use of the Services exceeds the Service Capacity set forth in the Annex C (Rates and Service Capacities) or requires payment of additional fees (pursuant to the terms of this Agreement), Customer will be billed for such use and Customer agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the applicable Rates or charges and to institute new charges and fees at the end of the Initial Service Term or the then-current renewal term upon thirty (30) days prior notice to Customer (which may be sent by email). If the Customer believes that the Company has billed the Customer incorrectly, the Customer must contact the Company no later than 60 days after the closing date of the first statement on which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to the Company's customer service department.

4.2 The Company may elect to bill by invoice, in which case payment in full for invoices issued in a given month must be received by the Company thirty (30) days after the date the invoice is mailed. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the cost of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with the Services.

5. Term and Termination

5.1 Subject to early termination as provided below, this Agreement is for the Initial Service Term as specified in the Annex C (Rates and Service Capacities), and will automatically renew for additional periods of the same duration as the Initial Service Term (collectively, the "Term"), unless either party requests termination at least thirty (30) days prior to the end of the then current term.

5.3 The Service will be terminated immediately for users/clients who make improper use of it, as deemed by The Company. The Company will not bonus the payment to the client in case it determines an improper use of the Service, all information stored in any format including photographs, images and files must be oriented to the promotion and sale of properties and their content is the sole responsibility of the Client.

5.2 In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days' notice (or without notice in the event of non-payment), if the other party materially breaches any of the terms or conditions of this Agreement. Customer shall pay for the Services in full up to and including the last day of performance of the Services. Upon termination, Company shall make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement that by their nature should survive termination shall survive termination, including, without limitation, accrued payment rights, confidentiality obligations, warranty disclaimers and limitations of liability.

6. Warranty and Disclaimer of Liability

The Company will use reasonable efforts to maintain the Services in a manner that minimizes errors and interruptions to the Services, and will perform the Implementation Services in a professional manner. The Services may be temporarily unavailable due to scheduled maintenance or unscheduled emergency maintenance, whether by the Company or third party providers, or other causes beyond the Company's reasonable control, but the Company will use reasonable efforts to provide advance notice, in writing or by email, of any scheduled interruption of the Service. However, the Company does not warrant that the Services will be uninterrupted or error-free, nor does the Company make any warranty as to the results that may be obtained from use of the Services. Except as expressly set forth in that section, the Services and the Implementation Services are provided "as is" and the Company disclaims all warranties, express or implied.

7. Limitation of Liability

Notwithstanding anything to the contrary, except in the case of bodily injury to any person, the company and its suppliers (including, but not limited to, all equipment and technology suppliers), officers, affiliates, representatives, contractors and employees shall not be liable with respect to any subject matter of this agreement or the terms and conditions related thereto under any contract, negligence, strict liability or other theory: (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond the reasonable control of the company; or (d) for any amount which, together with amounts associated with all other claims, exceeds the fees paid by the customer to the company for services under this agreement in the 12 months prior to the act giving rise to liability, in each case, whether or not the company has been advised of the possibility of such damages.

8. Miscellaneous

If any provision of this Agreement is held to be unenforceable or invalid, such provision shall be limited or eliminated to the minimum extent necessary for this Agreement to remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer, except with the prior written consent of Company. The Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all prior written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing and signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture or employment is created as a result of this Agreement and Client has no authority of any kind to bind Company in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees. All notices under this Agreement shall be in writing and shall be deemed duly given when received, if delivered personally; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after mailing, if sent for overnight delivery by a recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of Nuevo León, México, without regard to its conflict of laws provisions. The parties shall cooperate in good faith to issue at least one mutually agreed upon press release within 90 days of the Effective Date, and Customer agrees to reasonably cooperate with Company to serve as a reference account upon request.

Annex A - Service Level Terms

The Services will be available 99%, measured on a monthly basis, excluding holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any calculation of uptime or downtime will exclude periods affected by such maintenance. In addition, any downtime resulting from third party connection or utility outages or other reasons beyond the Company's control will also be excluded from any such calculation. The Company's blocking of data communications or other services in accordance with its policies shall not be deemed a breach by the Company of adequate service levels under this Agreement.

The sole and exclusive remedy of the Client, and the entire responsibility of the Company, in relation to the availability of the Service will be that for each period of inactivity that lasts more than one hour, the Company will bonus the Client with the proportional value of the time of non-availability regarding the monthly rate paid by the Client; Downtime will begin to accrue as soon as Customer (with notice to Company) acknowledges that downtime is occurring, and will continue until the availability of the Services is restored. In order to receive the downtime bonus, the Customer must notify the Company by email at support@verticalbrick.com within 24 hours from the time the downtime occurs, and if If you don't, you will forfeit the downtime bonus. Said bonus cannot be exchanged for cash. The Company will only apply the bonus in the following month of payment depending on when the incident occurred. The bonus may not exceed the value of the monthly rate that the Customer pays for the Service.

Annex B - Terms of Support

Company will provide technical support to Customer by both telephone and email on business days during the hours of 9:00 a.m. to 5:00 p.m. Pacific Time, excluding federal holidays ("Support Hours"). Customer may initiate a support ticket during Support Hours or by sending an email to support@verticalbrick.com at any time. Company will use commercially reasonable efforts to respond to all help desk tickets within one (1) business day.

Annex C - Rates and Service Capacities