MY VACATION Merchant Terms and Conditions

1. Integration.

These Terms and Conditions for MY VACATION ("Terms and Conditions") are an integral part of the Terms of Use Format for the MY VACATION Application, signed between you and Medios Creativos del Sureste S.A. de C.V, ("Terms of Use"). Likewise, the Terms of Use of MY VACATION APP Technology and Related Services located at www.myvacation.com.mx "Terms of Use of MY VACATION APP Technology and Related Services" will form an integral part of these Terms and Conditions (the Terms and Conditions, the Terms of Use and the Terms of Use of MY VACATION APP Technology and Related Services together will be the "Agreement").

2. Term and Termination.

This Agreement will commence on the Effective Date and, unless earlier terminated as provided below, will continue for a period of one (1) year from the Effective Date (“Initial Term”) and will automatically renew for successive one (1) year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”). Either party may terminate this Agreement, in whole or in part, in the event of a material breach by the other party with two (2) days’ prior written notice thereof by the non-breaching party. Either party may terminate this Agreement, in whole or in part, at any time without cause by giving sixty (60) days’ prior written notice of termination to the other party, with the exception being that should either party attempt to terminate this Agreement during an active Promotion period, such termination will not take effect until such Promotion period has ended. All payment obligations and Sections 1, 3.3, 7.1, 8-13, this last sentence of 15, 16-17 and 19 will survive the expiration or termination of this Agreement.

3. Intellectual property.

3.1 Trademark License; Restrictions.

Subject to this Agreement, each party hereby grants to the other party (and, in the case of Portier, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use such party’s respective Marks in the territory, on a royalty-free basis, in connection with the activities related to this Agreement or any other activities relating to the Services. For purposes of this Agreement, the term “Marks” will mean the trademarks, service marks, trade names, copyrights, logos, slogans, content, media, materials, identifying symbols and indicia of the applicable party. All uses of a party’s Marks by the other party will be in the form and format specified or approved by the owner of such marks. Other than as specifically set forth in this Agreement, neither party will use the other party’s Marks without the prior, express, written consent of the other party. All goodwill related to the use of a party’s Marks by the other party will inure to the benefit of the owner of such Marks. Except as expressly set forth herein, neither party will be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved.

3.2 No Development.

EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO DEVELOPMENT OF TECHNOLOGY, CONTENT, MEDIA OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY PURSUANT TO THIS AGREEMENT

Any development activities relating to any technology, content, media or other intellectual property must be the subject of a separate written agreement between MY VACATION and Company prior to the commencement of any such activities.

3.3. Intellectual Property Photographs and Other Materials.

You agree that MY VACATION is the owner of all the intellectual property rights of certain photographs and materials that you may use when registering in the MY VACATION mobile application. Consequently, you agree that you may not make use of such photographs or materials with a third party other than MY VACATION without the prior written consent of MY VACATION.

3.4. No Brand Affection MY VACATION.

You agree that by making use of the MY VACATION application to offer your services and products, you will make good use of the MY VACATION brand.

3.5 Using MY VACATION App.

You acknowledge and declare that you have accepted or will accept terms and conditions for the specific use of the MY VACATION Application with the Affiliate of Medios Creativos del Sureste S.A. de C.V. owner of the application rights, which grant you a personal, non-exclusive, non-transferable, non-sublicensable license and not subject to any payment or royalties to install and use the MY VACATION Application solely for the purpose of making the sale of products and / or Services that you carry out. Your continued use of the Provider Application will constitute acceptance of said terms and conditions.

4. Confidentiality.

4.1 Definition and requirements.

“Proprietary Information” means any confidential, proprietary or other non-public information disclosed by or on behalf of one party (“Discloser”) to the other (“Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects, and includes transactional, operational, performance and other data or information that is related to the sale of Merchant’s and services Items to Customers through the MY VACATION App and the terms and conditions of this Agreement. Proprietary Information will not include information that: (i) was previously known to the Recipient without an obligation of confidentiality; (ii) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (iii) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties other than Representatives, or use in any way other than as necessary to perform this Agreement, the Discloser’s Proprietary Information. Each Recipient will ensure that Proprietary Information will only be made available to Recipient’s affiliates and Recipient’s and Recipient’s affiliates officers, directors, employees and agents who have a need to know such Proprietary Information and who, prior to any disclosure of such Proprietary Information, are bound by written obligations of confidentiality with respect to such Proprietary Information that are no less stringent than those set forth in this Agreement (each, a “Representative”). Recipient will cause its Representatives to comply with the terms of this Agreement and will be solely responsible for any breach of this Agreement by any of its Representatives. Each Recipient will not, and will not authorize others to, remove or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Proprietary Information. The foregoing prohibition on use and disclosure of Proprietary Information will not apply to the extent: (i) the Discloser has authorized such use or disclosure (and Merchant hereby authorizes Portier and its Affiliates to disclose the terms of this Agreement to Merchant’s franchisees and/or franchisor as applicable in connection with executing contracts that reference this Agreement) and (ii) a Recipient is required to disclose certain Proprietary Information of the Discloser as a matter of law or by order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in obtaining a protective order prior to making such disclosure. Each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Proprietary Information, together with all copies thereof in whatever form. The provisions of this Section shall continue in force even after the termination of the Contract and indefinitely.

4.2 Privacy.

Merchant agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of providing Items under this Agreement. Merchant will maintain the accuracy and integrity of any Personal Data provided by Portier and in Merchant’s possession, custody or control. Merchant agrees to retain Personal Data provided to Merchant by Portier solely by using the software and tools provided by Portier. “Personal Data” means any information obtained in connection with this Agreement (i) relating to an identified or identifiable natural person; (ii) that can reasonably be used to identify or authenticate an individual, including name, contact information, precise location information, persistent identifiers, and (iii) any information that may otherwise be considered “personal data” or “personal information” under the applicable law (Ley Federal de Protección de Datos Personales en Posesión de los Particulares).

It should be clarified that "Personal Data" are subject to the MY VACATION Privacy Statement, with the modifications or updates that MY VACATION may make when applicable, valid at the time of publication of the updated version of the Statement of Privacy Notice at www.myvacation.com.mx.

4.2.1. Notice and consent.

In the event that you provide MY VACATION with Personal Data of an individual, you declare that you have previously obtained the necessary consent for both.

4.2.2. Restrictions.

In the event that you receive data from MY VACATION, you agree that (a) it will process it only for legitimate business reasons and will keep it only as long as it is necessary; (b) access to Personal Data will be limited to your employees who have a legitimate business need to access that Personal Data; and You will not disclose Personal Data to any third party, including providers, unless expressly authorized by MY VACATION in writing. You must not rent or sell Personal Data for any reason. You must not use Personal Data in any way that harms MY VACATION or benefits a competitor of MY VACATION.

4.3.3. Security.

In the event that you receive Personal Data from MY VACATION, You agree to implement the correct legal, technical and organizational measures to protect Personal Data against unauthorized or illegal processing and against unauthorized loss, destruction, damage, alteration or disclosure, as well as against the violation or attempted violation of the security measures on your part. You must notify MY VACATION immediately if you have knowledge or have reason to believe that an Information Security Incident has occurred, including, at least: (1) the nature of the violation of security measures, ( 2) the types of Personal Data possibly compromised; (3) the duration and expected consequences of an Information Security Incident; and (4) the mitigation or redress measures taken or planned in response to the Information Security Incident. After discovering such information, you will (a) take all reasonable steps to investigate, remedy and mitigate the effects of the Information Security Incident and (b) provide MY VACATION with reasonably satisfactory assurance that such Security Incident of the Information will not occur again.

5. RESPONSIBILITY TO THE USER.

You will be solely responsible for bodily injury, death and property damage at the time of providing the service to the user or for damages caused to both the user and third parties who have contracted your products and / or services through the MY VACATION app. Releasing MY VACATION at all times from any responsibility, demand, compensation and other related to the user.

You acknowledge and accept that you, and each person linked to you, who performs the provision and / or delivery of services and / or products are solely responsible for: (i) any liability that may arise against a Client, user or a third party related to the delivery services provided by you and your staff, and (ii) who has taken the necessary, reasonable and adequate precautions, including, without limitation, maintaining insurance in accordance with applicable laws, including those insurance in labor matters and civil responsibility. MY VACATION.

6. Representations and Warranties; Disclaimer of Liability.

6.1 Representations and Warranties.

Each party hereby represents and warrants that: (i) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (iii) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with or performing under this Agreement; (iv) it will comply with all applicable laws and regulations in the performance of this Agreement and any activities hereunder (including all applicable consumer protection, data protection and privacy laws); and (v) the Marks used or provided by one party to the other pursuant to this Agreement shall not infringe or otherwise violate the intellectual property rights, rights of publicity, or other proprietary rights of any third party. In addition, Merchant further represents and warrants that to the extent Merchant has franchisees who participate in any activities under this Agreement, Merchant will ensure that such franchisees will comply with, and be subject to, the applicable provisions of this Agreement when participating in such activities.

6.2 Disclaimer.

EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE

7. Indembity.

7.1 Indemnified Claims.

You (“Indemnifying Party”) will indemnify, defend and hold harmless MY VACATION, its affiliates and respective directors, officers, employees and agents (the “Indemnified Party”) from and against any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney’s fees) (collectively, “Losses”) with respect to any third party claim arising out of or related to: (i) the negligence or willful misconduct of the Indemnifying Party or its employees or agents in their performance of this Agreement; (ii) any claims that, if true, would be a breach of any of the Indemnifying Party’s representations, warranties or covenants in this Agreement; or (iii) any claims that the Marks provided by the Indemnifying Party infringe a third party’s intellectual property rights, to the extent the Indemnified Party used such Marks in accordance with the manner approved by the Indemnifying Party.

In addition, you will indemnify, defend and hold harmless the Portier Indemnified Parties from and against any and all Losses with respect to any third party claim arising or and / or users of the app that results from or is related to any damage derived from your actual or presumed violation of any applicable code, rule or regulation in matters of health or safety.

7.2 Procedure.

The Indemnified Party shall promptly notify the Indemnifying Party of any demand or claim that was subject to compensation in accordance with the provisions of this section. The Indemnifying Party will not reach any judicial or extra judicial agreement, or award, without the prior written approval of the Indemnified Party. The Indemnified Party will cooperate with the Indemnifying Party in the defense of any claim, at the Indemnifying Party's expense.

8. Limits of liability.

EXCEPT FOR LIABILITY ARISING FROM A PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OBLIGATIONS: (A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS OF MERCHANT OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, OR LOSS OR INACCURACY OF DATA OF ANY KIND, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) EACH PARTY’S TOTAL CUMULATIVE LIABILITY OF EACH AND EVERY KIND UNDER THIS AGREEMENT WILL BE DETERMINED BY THE CORRESPONDING AUTHORITIES. THIS LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY REGARDLESS OF THE CAUSEHOLDER OR THE EFFECTIVENESS OF OTHER LEGAL SOLUTIONS.

9. Publicity.

Except as may be expressly set forth in this Agreement or otherwise agreed by the parties in writing, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other party

10. Anti-Corruption.

During the term of this Contract, you declare to comply with the applicable legislation regarding the Prevention of Money Laundering and Anti-Corruption. Similarly, you must not, directly or indirectly, pay, grant, offer, promise or authorize payments or deliver valuables for the benefit of third parties, including, without limitation, government agents, for the purpose of corrupting any decision of said third party, induce the third party to act in bad faith and in breach of its obligations, or induce the third party to influence, illegally, any act or decision on another person or entity; the foregoing, for the purpose of obtaining or maintaining commercial operations or to gain an undue advantage in relation to this Agreement.

Similarly, you declare that all your resources are of legal origin, that you will comply with the regulations and obligations regarding the prevention of money laundering and that you will hold MY VACATION harmless for any breach in this regard.

You agree that MY VACATION may terminate the Contract immediately in the event of identifying any breach, by you, of the provisions of this clause. Likewise, MY VACATION may carry out the corresponding legal actions to compensate the damage generated against MY VACATION or third parties involved in the operation of the Contract.

11. Promotions.

11.1 The promotions program.

The Program is a marketing program through which you authorize MY VACATION or its affiliates to use automated tools to submit Offers (as defined below) through the MY VACATION Application. For the purposes of this clause, "Offers" mean your short-term offers, designed and served by the same to stimulate customer demand, including, for example, the granting of discounts and special offers through the Application from MY VACATION at the time of sale. All Offers will be subject to the prior written approval of MY VACATION or its affiliates. You must identify the start date, the end date and the budget for each Offer, as well as the conditions that customers and / or users must meet to access the corresponding Offer. Subject to the functionality of the MY VACATION App Marketplace, MY VACATION may provide better promotional placement or other visual treatment for the Offers up to the start and end date identified by you. You acknowledge that the timeline for a promotional best placement for an Offer may vary depending on various factors, including your budget for a particular Offer, the start and end date for an Offer identified by you, and the functionality of the Market of the MY VACATION App, at MY VACATION's discretion.

12. General.

THE CONTRACT SHALL BE SUBJECT TO AND WILL BE INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE MEXICAN REPUBLIC. In case you have a problem with the use of the MY VACATION Services and / or consider that any part of this Contract is not being observed or fulfilled by MEDIOS CREATIVOS DEL SURESTE S.A. de C.V. or if there is any difference between the Parties derived from or related to this Contract, you accept that the process to follow consists of communicating said situation through the website www.myvacation.com.mx with the purpose of analyzing and resolving the case concrete.

In the event that you consider that the resolution in relation to the MY VACATION Services or any of the aspects related to this Contract is not in accordance with your interests, the Parties agree that for the interpretation and fulfillment of this Contract the laws will be applicable of Mexico and expressly and irrevocably submit to the jurisdiction of the competent federal courts based in the City of Cancun, Quintana Roo, to hear any controversy that arises as a result of the interpretation or execution of this Contract, expressly waiving and irrevocable to any other jurisdiction that by reason of their domicile, present or future, or for any other reason, may correspond to them.

Any notice allowed or required in relation to the Contract must be sent to the address established in the Contract, or any other address that has been delivered in writing by the party, and will be interpreted as duly notified when (a) when physically delivered, (b) one day after being sent by courier service, or sent to the email designated by the recipient.

In the event that any of the parties does not exercise the right to demand the fulfillment of any obligation derived from the Contract, it will not be interpreted as the waiver of said right.

Any modification or addendum to the Contract will be valid only if it is carried out in writing and signed by both parties.

In the event that a judge or a competent court with jurisdiction over the Contract determines that any provision of the Contract is not enforceable or is invalid, the validity of the rest of the Contract will not be affected, which will remain in force.

The Contract may not be assigned in whole or in part, by one of the parties without the prior written consent of the other party, with the understanding that the parties may assign the Contract to (a) a company affiliated with the party or (b) once the other party has been notified, when the sale of all the shares, business or assets will take place.

The Contract will be binding and will be understood to benefit each of the parties and their respective authorized successors and assignees.

Any delay or failure of the parties in relation to the execution of the Contract will be excused to the extent that such delay or failure is caused by events beyond the control of the affected party, including, without limitation, Government decrees and prohibitions, acts of force majeure, sanitary and health crises, strikes or any other labor setback, war or sabotage.

Nothing agreed in the Contract shall be understood as an association or relationship between the parties, likewise, neither party may enter into contracts on behalf of the other, or assume responsibilities or obligations on behalf of the other without a contract separate in writing between the parties.

Each party will be responsible for its employees or agents who participate in the performance of the Contract.

The agreement contained in this Contract constitutes the sole and complete agreement between them with respect to the object thereof, therefore they render without effect any other agreement, Contract, commitment or verbal or written Contract that they had previously entered into with respect to the object and the obligations derived from it.

For informational purposes, the Contract may be translated into other languages, with the understanding that in the event of any conflict related to the translation, the Spanish version will prevail.

The Contract may be signed in several numbers and each one will be considered original, and together they will be considered as a single document. The Contract may be signed by either party in one or more copies may be sent by email, and copies of this Contract that are signed and sent in PDF version will have the same validity and effect as those copies that have been signed in original. All copies, taken together, will constitute a single original instrument.