Terms and Conditions

Legal disclaimer. These Terms and Conditions create a contractual relationship between the individual or legal entity (“You“ or the “User“) accessing the Platform and/or using the Services (as such terms are defined below); and, CIVITY TECHNOLOGIES, S.A. DE C.V., (“We“ or “Civity“). Therefore, these Terms and Conditions are binding and constitute the entire agreement between the User and Civity (collectively referred to as the “Parties“) for the use and access to the website, mobile applications, digital tools, digital content, or any other technology owned by Civity (the “Platform”); as well as for the contracting and use of products and/or services (the “Services”). The foregoing shall apply, except where Civity expressly states that different terms and conditions apply.

By entering, using the Platform and/or creating a profile on the same (the “Profile“) and accepting the Terms and Conditions, You are stating that You have read, understand and consent and agree to these Terms and Conditions and acknowledge that they are legally binding and mandatory. If you do not agree to these Terms and Conditions, you may not access the Platform or use the Services. Any breach of these Terms and Conditions entitles us to terminate any relationship with the User without injunction and without liability to Civity.

GENERAL STATEMENTS AND TERMS

To use the Platform and be bound by these Terms and Conditions, you must be of legal age in your jurisdiction and of sound mind. If you are a minor, you must access and/or use the Services at all times under the supervision or consent of your parent and/or guardian. Civity shall not be liable for the use of the platform by minors without supervision. If You enter into these Terms and Conditions on behalf of a legal entity; then, You represent that: (i) Your principal is duly constituted and validly existing; (ii) You have the necessary and sufficient powers to bind your principal under the terms of these Terms and Conditions, and (iii) Your principal is obligated to Civity to comply with the obligations assumed under these Terms and Conditions.

VERIFICATION OF DATA

By entering the Platform, using and/or creating a Profile on the Platform, You agree that Civity may verify, by itself or through third parties, at any time, the data provided by You. In the event that the information provided to create the Profile or as part of the continued use of the Platform, is false, illegal, inaccurate, vulgar, affects the rights of third parties or is discriminatory or violates morals and good customs, Civity may deny access to the Platform, at its sole discretion, as well as remove any content related to the User. The User accepts the verification of its data, either by Civity, or through a third party that We designate. Therefore, You agree to keep Your Profile information current, complete and accurate at all times, failure to do so; especially with respect to the payment methods You have included on the Platform in accordance with Section (CHARGES, METHOD OF PAYMENT, MERCHANT SERVICE FEE AND BILLING), may result in Your inability to access and use the Platform and/or the Services or in Civity's termination of these Terms and Conditions, without liability. You agree to use the platform only in accordance with these Terms and Conditions and for lawful purposes, and you agree to make proper use of the Platform in accordance with its purposes and not to damage, misrepresent or otherwise harm Civity, the Platform and/or the Services, either directly or indirectly. The above, in order to provide the best services and protect our Users at all times.

MODIFICATIONS AND UPDATES

We reserve the right to: (i) add to, modify or terminate these Terms and Conditions at any time, as well as (ii) offer new Services through the Platform. Any updates to the Terms and Conditions will be notified to the User in accordance with the Section (NOTICES), either by email and/or by accessing the Platform and will be available on the website www.civity.com; the foregoing on the understanding that such modifications will be deemed accepted by the User once the User accesses the Platform and uses the Services. Any modification that we make to these Terms and Conditions shall apply to the Platform, and such modifications shall take effect immediately when they are updated.

PRIVACY AND PROTECTION OF PERSONAL DATA

The personal data of the Users of the Platform that are collected by Civity, will be treated in accordance with the provisions of the comprehensive privacy notice in which you can consult information on the collection, registration, preservation, modification, consultation, use, communication by transfer, dissemination or any other type of enabling access, matching or interconnection, limitation, deletion, or destruction of your personal data (the “Notice”); which is available in the following link Privacy Notice.

AUTHENTICATION AND DATA SECURITY

As authentication elements, the User will have: (a) its username, and (b) a password (the “Authentication Data”). If Civity provides the User with temporary Authentication Data to create a Profile, the User agrees to change such temporary Authentication Data the first time the User logs in to the Platform. In this way, having new Authentication Data created by the User, Civity disclaims any liability for the improper use of the same, since it does not know the Authentication Data. To change the Authentication Data, the User must follow the procedures indicated in the Platform.

The User agrees to immediately inform Civity of any suspicion that his or her Authentication Data has been compromised.

The User manifests its consent and undertakes to apply and maintain in force all the security mechanisms suggested by Civity in the present Terms and Conditions that, from time to time, are in force or are made known to it by Civity.

RISKS AND RECOMMENDATIONS

Civity hereby informs the User that there are a variety of risks for the use of automated means under the terms of these Terms and Conditions, including but not limited to: (i) electronic fraud by profile theft, and (ii) access to fake or ”phishing” portals. In this regard, we suggest the User to take the necessary precautions to reduce exposure to such risks, such as: (a) periodically change the password, (b) have a firewall, antivirus and anti-spyware and keep them updated, including the operating system of your devices and the Platform, (c) do not provide to any person your Authentication Data, (d) constantly check the security measures that Civity informs its users through the Platform, and (e) immediately notify Civity when the User identifies any activity on the Platform that you do not recognize or is unusual; or in the event that the User becomes aware that any of the Authentication Data has been stolen or lost.

By virtue of the foregoing, the User hereby releases Civity from any liability in this regard and agrees to hold Civity harmless in the event of any dispute arising therefrom. The User shall cooperate with Civity in the investigation of incidents or security risks, as well as execute the actions that are agreed upon for the resolution of incidents and the minimization of the detected risks.

LICENSE

By virtue of these Terms and Conditions, Civity grants in favor of the User, a temporary, non-exclusive, revocable and limited license with respect to the Platform, so that the latter may use it, by itself and for itself, in accordance with these Terms and Conditions, in accordance with the general and technical specifications set forth in the following section and in these Terms and Conditions.

TYPES OF USERS AND CHARACTERISTICS OF THE PLATFORM

The Platform is a digital tool used to connect condominium residents (the “Resident User”); condominium managers (the “Manager User”), as described below:

A. Resident User. By creating your Profile as a Resident User you may, among others: view general information about your apartment, view financial information about your apartment, make reservations of amenities, view documents uploaded to the platform by the Administrator Users, contact the Administrator Users, manage your Profile data, create invitations and manage the access of your guests through electronic means, receive communications, request services, receive and send messages to management and security chats, make payments for services or maintenance fees, give us your opinion about the Services, as well as request immediate support attention on the Platform.

B. Administrator User. When creating your Profile as an Administrator User, you must select the most favorable option within our different plans (the “Administrator Plans”), which you will find in the corresponding section within the Platform. According to the Administrator Plan you have chosen, you will have access to all or some of the following functionalities, among others: modules corresponding to the Administrator Plan, access to organizational databases, access control, access to communication tools, management of activities and administration fees, control of amenities, receive payments from the Resident Users, receive and send communications, and receive and send messages to chats with the Resident Users

The User expressly understands and acknowledges that (i) Civity does not itself provide any residential condominium management services, and that management services are provided directly by the Administrator Users; and constitute a separate agreement between the Administrator User and/or Resident User, as the case may be.

In this sense, Users understand and acknowledge that the Platform is only a digital tool developed for the purpose of connecting Users and serve as an intermediary between them and those, including the connection and coordination to banking institutions for all matters relating to payments derived from the collection of the Civity service fee or any transactional operation. Therefore, Civity has no control over the misuse, quality, time, legality, failures or any other aspect related to the services not provided by Civity and that could be given by the User Administrator, and consequently is not responsible for any kind of damage or harm, illicit fact, fraud, error or fraud, caused among the Users when making use of the Platform, which shall be subject to claim directly between the parties involved.

Therefore, Civity shall only be liable for the Services provided directly by those acting under the supervision and subordination of Civity. The User hereby releases Civity, its affiliates, subsidiaries, shareholders, directors, officers, employees, representatives, and agents from any damages or injury, including reasonable attorneys' fees and expenses, which may be suffered as a result of a dispute between Users or for a claim by any third party arising out of the relationship between Users of the Platform.

EXCLUSIVITY

The User Administrators undertake during the term of these Terms and Conditions not to enter into any agreement or arrangement with any person by which a contractual relationship is created that is the same or similar to the Services provided by Civity to each of the Users under these Terms and Conditions.

OPERATION OF THE PLATFORM

You may make use of the platform either personally or through persons to whom you assign permissions on the Platform. However, as User shall be solely responsible for the use and information entered on the Platform, therefore, in this act the User expressly releases Civity from any liability arising from mishandling or misuse of information entered on the Platform, including misuse or leakage of information regarding third parties who are not Users, and agrees to hold Civity, its affiliates, subsidiaries, shareholders, directors, officers, employees, representatives, and agents harmless from any action, claim, suit or proceeding of any kind, and the User shall pay any reasonable expenses and attorneys' fees that Civity may incur as a result of such proceedings. It is strictly forbidden to the User to allow any third party other than its employees, partners, shareholders or staff, to enter and use the Platform without them having accepted these Terms and Conditions. Similarly, it is strictly forbidden to resell access to the Platform or obtain any kind of undue profit for the Services provided by Civity. Any breach of the foregoing shall be considered as grounds for automatic termination of these Terms and Conditions, without any liability for Civity, its affiliates, subsidiaries, shareholders, directors, managers, employees, representatives and agents, and without the need for judicial or extrajudicial requirement. In this case, Civity reserves the right to prevent the entry or use of the User to the Platform, as well as to eliminate the information that has been provided by the User.

PERIOD OF THE SERVICES

The User agrees and acknowledges that these Terms and Conditions shall commence on the date of acceptance of these Terms and Conditions by the User and shall continue in effect until these Terms and Conditions are expressly terminated in writing by either Party as set forth in this section (the “Service's Period“).

Notwithstanding the foregoing, the User may terminate these Terms and Conditions at any time and therefore terminate the contractual relationship (the “Early Termination“), provided that the User is current in the payment of any consideration agreed by the Parties under these Terms and Conditions, and, which has been generated in favor of Civity; or, it must settle any outstanding debt with Civity no later than the day on which the Early Termination shall take effect. Otherwise, any amount owed shall generate monthly interest in arrears from the date of default, calculated in accordance with the 28 (twenty-eight) day TIIE published by the Bank of Mexico in the month immediately prior to the date on which the amount should have been settled, plus three percentage points.

For its part, Civity shall at all times have the right to terminate these Terms and Conditions in advance, without any liability whatsoever for Civity and without the need for judicial resolution, and Civity shall only have to comply with the obligations it has pending with the User at the time such termination is to take effect.

CHARGES, PAYMENT, MERCHANT SERVICE FEE AND INVOICING

Resident User The Platform will be available free of charge to Resident Users. Notwithstanding the foregoing, the Resident User agrees and authorizes Civity, directly or through third parties, to automatically charge his/her debit or credit card, or the Resident User may make use of the electronic payment methods available within the Platform for certain concepts, including, without limitation, the following: (i) reservation of amenities, (ii) payment of maintenance fees, and (iii) payment for services requested and granted to the Resident User (the “User Services“).

Administrator User On the other hand, as consideration for the non-exclusive use license granted by virtue of these Terms and Conditions, the Administrator User agrees with Civity to pay the amount corresponding to the contracted Administrator Plan, either on a monthly or annual basis by: (i) automatic charge to the debit or credit card that has been registered in the Platform, through Civity or third parties; (ii) directly through the electronic payment means available within the Platform; and, (iii) any other available means.

In addition, by virtue of these Terms and Conditions, the Administrator User grants to Civity and Civity accepts for itself a non-exclusive merchant service fee for the purpose of optimizing and promoting its services through the Platform, together with the right for Civity to charge the Resident User for use through the Platform in exchange for consideration, including any service fee embedded in the Platform to achieve the proper functioning and use of the Platform, which will be published in the corresponding section of the Platform or will be informed directly to the User (the “Civity Service Fee“).

For its part, Civity agrees with the Admin Users to pay, on behalf of the Resident Users, the amount corresponding to the Services of the Users minus the Civity Service Fee, as appropriate against receipt of the CFDI that meets the applicable tax requirements, for such purposes, the User agrees to authorize the Admin Users to use their digital seal, to stamp the CFDI.

Civity may hire third party services for the purpose of carrying out, among others, the collection, payment and billing to Users in connection with the Services, in such case, Civity shall only act as an intermediary. The User expressly accepts and acknowledges that the electronic means of payment are third party technology, and therefore releases Civity from any liability arising from this point. Civity will send to the Users the corresponding CFDI through the Platform, previous request the User. Any variation in the invoicing will have to be requested to Civity in the corresponding module or in the electronic mail of attention to clients.

PROPERTY OF THE PLATFORM AND TECHNICAL SUPPORT

Civity states that it is the sole and exclusive owner of the patrimonial rights over the Platform. Also, it guarantees the originality and good operation of the Platform. Civity shall ensure the proper and proper functioning of the Platform as long as you conduct yourself on the parameters, operating capacity and computer systems due, antivirus, etc., including adequate Internet connection. In such virtue, the Parties expressly agree that any malfunction of the Platform or any failure generated by causes directly attributable to the User or Internet service providers, shall not be the responsibility of Civity and, therefore, shall not be covered by Civity.

Civity does not guarantee that the Platform is free of errors, bugs, or vulnerabilities; however, it will provide the User, during the term of these Terms and Conditions, directly or through third parties, technical support and advice to the User so that he can make use of the Platform.

Civity agrees to make its best efforts to address any technical failure that prevents or reduces the proper use of the Platform.

RIGHTS AND TITLE TO THE PLATFORM

All rights, licenses, title, and interest in and to the Platform are and shall remain the exclusive property of Civity, its affiliates and/or subsidiaries, and/or its licensors. The Platform is protected by Mexican copyright and intellectual property laws and international treaties to which Mexico is a party. Therefore, the products and services shall be treated as any other material subject to copyright. Furthermore, the Parties expressly agree that the Platform may not be leased, rented, loaned or transmitted in any manner whatsoever without Civity's express authorization. These Terms and Conditions do not grant the User the right or license to use Civity's name and/or any of Civity's trademarks (whether registered with the relevant authority), intellectual property rights, logos, domain names and other distinctive brand features. The observations, opinions, suggestions, or comments that the User may provide in relation to the Platform, shall be merely informative and may or may not be used by Civity for its benefit, so Civity may use such observations, opinions, comments, or suggestions in any way it deems appropriate without generating any obligation to the User.

USER PROHIBITIONS

It is strictly prohibited to reproduce, modify, alter, distribute any copy, publicly communicate, transform, mutilate, make changes to, or otherwise use or exploit the Platform other than as expressly permitted by these Terms and Conditions, in whole or in part, by any means known or to be known in the future, without the prior written permission of Civity. Furthermore, it is strictly prohibited to perform 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 Civity.

All names, logos, and trademarks are the exclusive property of Civity, its clients or content providers and none of these elements may be used for any purpose whatsoever without the express written permission of Civity or their respective owners. The unauthorized use of such elements will be sanctioned in accordance with the applicable legislation.

Also, all material contained in the Platform, including but not limited to: designs, drawings, computer programs (source code and object code), databases, graphic material, audiovisual, photographic, text, inventions, models, patents, among other intellectual property rights, are the sole and exclusive property of Civity, and are protected by the Federal Copyright Law; the Industrial Property Law, as well as the applicable laws on intellectual property of other countries and international treaties on the subject of which Mexico takes part.

CONFIDENTIALITY

The User agrees to protect and keep confidential and not to disclose to any third party any Confidential Information (as such term is defined below) received from Civity or obtained on the Platform, or through its affiliates, subsidiaries, agents, representatives or otherwise discovered by the User in connection with the provision of the Services or in connection with the use of the Platform and/or the Services, as the case may be.

For purposes of these Terms and Conditions, “Confidential Information“ shall mean any information that is not publicly available and that is or is used, developed or obtained by Civity and/or its affiliates, subsidiaries, shareholders, directors, employees, agents, representatives or otherwise, including without limitation: (i) information, procedures and data obtained and/or developed by Civity or its affiliates or subsidiaries concerning or relating to business or affairs of Civity or its affiliates and subsidiaries; (ii) products or services provided by Civity that are not in the public domain and/or not available through the Platform; (iii) costs and pricing structures; (iv) business and accounting methods; (v) all written, graphic, electromagnetic information, including without limitation, technical information, source codes, documentation and other artifacts produced and developed by Civity; (vi) computer software, including operating systems, applications, and programming listings; (vii) organizational charts, manuals, and documentation; (viii) all production methods, processes, technology and trade secrets and marketing projects; (ix) names of shareholders, current, or investment partners; (x) databases developed by Civity and/or its affiliates, subsidiaries, shareholders, directors, employees, agents and/or representatives; and (xi) any other similar and related information, in any form or medium of reproduction.

Likewise, the User undertakes to use the Confidential Information to which it has access by reason of the acceptance of these Terms and Conditions only for the purposes of the fulfillment of its obligations under these Terms and Conditions. In order to maintain such confidentiality framework, the User undertakes to take such security measures as it deems necessary and reasonable and including, as a minimum, those used to protect its own confidential information. The User shall adopt the technical and organizational measures that are necessary to guarantee the security and confidentiality of the Confidential Information, in order to avoid its modification, adulteration, loss, consultation or unauthorized treatment, and that allow detecting deviations, intentional or not, of Confidential Information, whether the risks come from human action or from the technical means used.

The User may disclose such Confidential Information only and exclusively to personnel who need to know such information in order to comply with their obligations as set forth in these Terms and Conditions. Regardless of the aforementioned, the User shall remain responsible for the use that he/she and his/her personnel, if applicable, make of the Confidential Information, and shall be liable to Civity for any damage or harm that may arise as a result of the disclosure thereof. Likewise, the User declares to know the penalties in which a person incurs for revelation of secrets, in accordance with the established in article 213 of the Penal Code for the Federal District and its correlatives in the Civil Codes of the different States of Mexico, as well as the arranged thing by articles 223 and 224 of the Law of the Industrial Property.

The User is obliged to respect the dispositions contained in the present section, even after the conclusion of the contractual relation or of any nature with Civity, remaining subsistent its obligation not to reveal the information that it has come to know, for a lapse of 5 (five) years counted from the termination of the contractual relation or of any nature with Civity.

DISCLOSURE AND USE OF YOUR MESSAGES AND COMMUNICATIONS

The material provided by Users on the Platform is not confidential, except as expressly stated in the Confidential Information section. Civity shall have no liability for its subsequent use or disclosure. All communications and other materials (including, without limitation, unsolicited ideas, suggestions or materials) submitted to the Platform or Civity by Users, by any means, shall become the sole and exclusive property of Civity, and may be used by Civity for any purpose, including commercial, without compensation.

NOTICES

Any clarification or complaint not established in the present Terms and Conditions, will be solved by Civity via email contacto@civity.com and/or soporte@civity.com or to the telephone and/or whatapp of customer service +52 __________ Civity indicates as domicile to receive notifications the one located in ___________ Any notification or general notice made by Civity to the parts shall be deemed to have been made at the time of publication on the Platform, or, in the case of an individual notification, from the time it is notified to the User at the email address indicated in his Profile, with acknowledgment of receipt, or if applicable, in person at the address indicated in his Profile.

ELECTRONIC MEANS

The User accepts and recognizes that the electronic means that Civity makes available (such as Profile, Password, among others), will constitute the form of creation, transmission, modification, or extinction of the rights and obligations derived from the present Terms and Conditions and the Notice, reason why in terms of the Code of Commerce and the Federal Civil Code, the means of identification, in substitution of the autographic signature, will produce the same effects that the laws grant to the documents with autographic signature and consequently, they will have the same probative value.

NON-COMPLIANCE

In the event of breach of the obligations of these Terms and Conditions, Civity may suspend access to Platform and / or Services and / or remove the User Profile and terminate the contractual relationship immediately by written notice to the User, without prejudice to the legal actions available to Civity for the case in which any conduct of the User generates a damage or injury.

The User agrees to defend, indemnify and hold harmless Civity, its affiliates, subsidiaries, shareholders, directors, officers, employees, representatives, and agents from and against any claims, actions, losses, complaints, demands, suits or proceedings, penalties, fines, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the unauthorized use of the Platform by the User, or resulting from breach of these Terms and Conditions, including without limitation any violation of applicable law.

JURISDICTION

The Platform will be available online, regardless of the fact that the Platform may not be available in the country where the User is located. This platform is controlled and operated by Civity from Mexico and Civity makes no representation, express or implied, that the information and materials contained in the Platform, including without limitation information and other materials promoting the business activities, products, or services described herein, are appropriate or available in other locations. Additionally, some software on the Platform may be subject to export regulations 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 that is under embargo by the Mexican government or in which the importation or downloading of such software is restricted (hereinafter “Restricted Country“).

If you download or use the Platform, you represent and warrant that you are not a citizen of, or a resident of, or located in territory controlled by, any Restricted Country.

The laws of Mexico shall govern these Terms and Conditions for which, the User expressly waives any jurisdiction that may apply by reason of their domicile, present or future, expressly submitting to the jurisdiction and venue of the courts of Mexico City, with respect to all matters relating to these Terms and Conditions, the Platform and the Services.

DISCLAIMER OF WARRANTIES

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

LIMITATION OF LIABILITY

Civity shall not be liable for damages of any kind, including without limitation special or consequential damages and damages, arising out of (i) the access to or inability to access, use of or reliance on the Platform or the information contained in the Platform, (ii) the liability of any User Administrator or any other User not providing services under the supervision and subordination of Civity, (iii) erroneous or incorrect information contained in the Platform that has been provided by any User, and (iv) the interruption, suspension, or termination, whether justified or not, of the Services. In no event shall Civity's alleged liability arising from the provision of the Services to Users exceed the amounts or consideration paid by the User to Civity.

Civity is under no obligation to update the Platform, or the information contained therein, and Civity shall not be liable for failure to update such information. Additionally, Civity is not responsible for the use of other Internet sites to which the User may access through links contained in the Platform. These links and other referenced resources are provided solely as a service to users of the World Wide Web and their inclusion on the Platform does not constitute an endorsement by, or affiliation with, Civity.

OTHER

Civity, in its sole discretion, reserves the right to: (i) modify these Terms and Conditions at any time, including the Civity service fee, (ii) track and remove information provided by Users or visitors of Users on the Platform, and (iii) limit or remove the availability of the Platform to any person, at any time, without notice in Civity Civity's sole discretion. If any term, condition, or provision of these Terms and Conditions shall be determined to be unlawful, invalid, void or for any reason unenforceable, the validity and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. This instrument constitutes a complete agreement between the User and Civity with respect to the Services, the use of the Platform and its content, and supersede all prior communications, whether written or oral, between the User and Civity. Acceptance of these Terms and Conditions does not create an agency, partnership, joint venture, employer/employee or similar contractual relationship. These Terms and Conditions are personal to you and your rights and obligations hereunder may not be assigned, transferred or sublicensed except with the prior written consent of Civity. Civity may assign or transfer any of the rights and obligations under these Terms and Conditions to any person without the prior consent of the User.