GRUPAGO TÉRMINOS Y CONDICIONES

These terms and conditions (hereinafter the "Terms and Conditions") govern the general conditions of your use of the services provided by [Grupago **] (hereinafter "Grupago") through its platform (hereinafter the "Platform").

The Platform is a platform for mobile devices that enables Customers (as such term is defined below) to purchase in cash, products from Merchants (as such term is defined below) at various e-retailers and enables Drivers (as such term is defined below) to deliver such products to Customers.

The User (as such term is defined below) must read, understand and accept all the conditions and obligations set forth in these Terms and Conditions, and in the Privacy Notice, which can be found at the link: [*]. The use of the Platform offered by Grupago implies the express, absolute and unconditional acceptance by the User of all obligations, policies, and other conditions set forth in these Terms and Conditions. If the User does not expressly, absolutely and unconditionally accept these Terms and Conditions, he/she must refrain from using the services provided by Grupago.

The Platform is only available to persons who have legal capacity to contract. The Platform may not be used by persons who do not have capacity, minors and Users who are suspended by Grupago. The User is fully responsible for the use of the Platform, regardless of who has used them. In addition to the foregoing, the User agrees that the legally required notices, as well as any other information relating to legal rights and obligations may be sent and forwarded electronically by Grupago, and that the acceptance expressed through electronic means for the contracting of the Platform, is binding on the User and shall be sufficient to contract and bind the Parties to these Terms and Conditions, having the same binding effect as the physical signature of the User.

For the purposes of these Terms and Conditions, the following words shall have the meanings set forth below:

• Platform the computer system composed of different pieces of hardware, software and communication tools provided by Grupago that allows Customers to purchase by cash payment, Merchant products in different e-commerce and enables Drivers to make the delivery of such products to Customers.
• Customer the Customer who uses the Platform under these Terms and Conditions to purchase products from Merchants.
• Merchant the merchant who uses the Platform under these Terms and Conditions to sell its products in e-commerce websites and platforms and collect payment for them in cash.
• Driver the driver who uses the Platform under these Terms and Conditions to perform the tasks mentioned in these Terms and Conditions and receive a commission thereon.
• Merchant Bank Account the bank account with interbank CLABE set up by the Merchant to receive payments on the Platform.
• Driver`s Bank Account the bank account with interbank CLABE set up by Grupago for the Driver and to which the Driver will have access to make deposits and withdrawals.
• Parties the Customer, the Merchant, the Driver and Grupago as a whole.
• User the Client, the Merchant and/or the Driver as well as any individual or legal entity using the Platform.

Purpose

Grupago makes the Platform available to the User so that the User may use the Platform in accordance with the following:

• In the case of the Customer, so that he/she can purchase products in different electronic stores by paying in cash and have said products delivered to his/her home.
• In case of the Merchant, so that the Merchant can offer in its online store the cash payment option to its customers and sell its products.
• In the case of the Driver, so that the Driver can take delivery orders, make payments to the Merchant, then deliver the products to the Customer and collect the amounts paid and pay the same to Grupago who will pay the commission agreed in these Terms and Conditions.

When using the Platform, Customers wishing to pay in cash with Grupago must request such option in the Merchant`s e-commerce site and, once their payment is approved by Grupago, Grupago will notify the Drivers that an order is available to be picked up with a Merchant for subsequent delivery to a Customer.

When a Driver accepts to deliver an order, Grupago will deposit in the Driver`s Bank Account the amount sufficient for the Driver to pay the order placed by the Customer to the relevant Merchant.

Once the order has been delivered by the Driver to the Customer, the Driver will collect the amount of the order in cash from the Customer and Grupago will make a transfer from the Driver`s Bank Account to the Merchant.

Subsequently, the Driver shall reimburse the amount collected in cash to the Driver`s Bank Account and Grupago shall pay the Driver the commission established in these Terms and Conditions.

Loan to the Driver.

The Parties agree that deposits made by Grupago to the Driver`s Bank Account shall be considered a loan for purposes of the business relationship between Grupago and the Driver.

• Interest. The loan shall not generate any ordinary interest for Grupago.
• Term of Payment. The loan shall be paid by Driver to Grupago within 24 (twenty-four) hours from the date Grupago deposits the corresponding amount in Driver`s Bank Account.
• Use. The loan shall be used by Driver for the sole purpose of settling with Merchant the price of the products delivered in an order to a Customer.
• Default Interest. In the event that the Driver does not repay the amount due to Grupago within the term established for such purpose in these Terms and Conditions, he shall pay default interest on the outstanding balance equal to 3% (three percent) per month.
• Non-Payment. In addition to the default interest that the Driver must pay on the outstanding balance, Grupago may suspend the use of the Platform to the Driver until such time as it does not settle the outstanding balance plus default interest that may be applicable.
• Place of Payment. Payment of the loan must be at the address of Grupago mentioned in these Terms and Conditions or through electronic funds transfer or bank deposit to the Driver`s Bank Account.

Payment of Client.

Customers who use the Platform to pay in cash for purchases they make through e-commerce sites of Merchants, must deliver the amount of cash corresponding to the order they have placed to the Driver when he delivers their order.

Payment to Merchant.

Once Grupago receives notification that the order in question has been delivered to the Customer, it will transfer the corresponding amount to the Merchant`s Bank Account.

Driver’s Commission

Once the Driver has delivered an order and has reimbursed the amount corresponding to the order to Grupago in accordance with these Terms and Conditions, Grupago will pay the Driver the amount resulting from his commission in accordance with Grupagos current commissions published on the following web page: [*].

Anti-Laundering Provisions

Under no circumstances and for no reason may Users carry out transactions with resources of illicit origin through the Platform.

Under no circumstances may Merchants use the Platform to sell illicit and/or illicitly sourced products.

Under no circumstances may Customers use resources of illicit origin to pay for products purchased from Merchants.

At no time may Drivers perform illegal acts or use resources of illicit origin to repay the loan to Grupago.

In addition, Users agree to indemnify and hold Grupago harmless from any damages that their failure to comply with this clause may cause to Grupago, including the payment of expenses and costs (including attorney`s fees) paid by Grupago for the User`s failure to comply with this provision.

Customer Service.

Grupago will be available to Users, during the hours of [*] to [*], Monday through Friday, the telephone line [*] to address any questions or concerns they may have regarding the operation and operation of the Platform. Users may also request such attention by email to the following address: [*].

Labor Relationship

The use of the Platform represents an operation of a commercial nature so there is no employment relationship between Grupago and the Users and none of them will have any obligation to the workers hired by the other party.

Likewise, Users and Grupago state that in the operation of the Platform each will use their own human resources, adequate and sufficient for the fulfillment of their obligations, so it is understood that there is not and there will not be any legal or economic subordination between them.

Derived from the foregoing, each party assumes all liability arising from the working relationship with its own employees and workers, as well as the activities and work they perform in connection with the existing legal relationship between Grupago and the Users in terms of these Terms and Conditions. Consequently, the responsible party releases the other party from any liability of a legal, labor or administrative nature in relation to such employees, workers, unions or dependents; being obliged to hold harmless the other party, its shareholders, directors or employees from any conflict, claim, complaint, lawsuit or problem of any nature caused or initiated by any of the employees, workers or dependents.

In addition, the Driver states that there is no employment relationship with Grupago and that he/she is an independent person who is not subordinated in any way to Grupago, and the Driver may accept tasks at the times he/she deems convenient.

Term.

The Parties agree that the use of the Platform by Users shall have the following term:

• For Customers, it shall be valid for as long as they use the Platform to pay for products purchased through electronic commerce.
• For Merchants, shall be valid indefinitely from the date on which they contracted the Platform and may be terminated by written notice to Grupago with at least 30 (thirty) days prior to the desired termination date.
• For Drivers shall be effective from the date on which they have been registered on the Platform and until the date on which they deactivate their account on the Platform itself

Availability

Grupago will use reasonable efforts to make the Platform available to Users 7 (seven) days a week, 24 (twenty-four) hours a day, however, Grupago will provide notice through the Platform of scheduled downtime periods during which Platform service will be suspended for Platform upgrades, maintenance and backup procedures (the "Scheduled Suspension"). The Scheduled Suspension is determined in Grupago`s sole discretion and as necessary to perform major software upgrades and maintenance of the Platform. Events may occur that disable access to the Platform for a limited period of time due to unplanned software, hardware, network, power and/or Internet outages (the "Unscheduled Suspension"). The Scheduled Suspension and Unscheduled Suspension may occur at any time, and Grupago shall not be liable for any direct or indirect damage, injury, loss, fine, penalty, among others, that the Scheduled Suspension and/or Unscheduled Suspension causes to Users.

Security

Grupago will take reasonable security precautions on the Platform to facilitate the safe use of the Platform by Users. Grupago may act in its discretion to prohibit access to any User who uses the Platform in contravention of the Terms and Conditions, and in doing so, Grupago shall not be liable to the User or any third party for any direct and/or indirect damages that are caused by denying the User access to the Platform.

In no event shall Grupago be liable to the User for your authorized or unauthorized access to the Platform as a result of your failure to maintain the confidentiality of your username and password to access the Platform.

Responsibility and Indemnity.

Users` use of the Platform is at their own risk. Grupago, its directors, employees, shareholders, directors, affiliates, suppliers, licensors, distributors (collectively referred to as the "Related Parties") do not warrant that the Platform is fit for a particular purpose, secure, free of bugs, viruses, interruptions, errors, theft or destruction. Therefore, Grupago and its Related Parties shall not be liable for any damages that the Platform may cause to Users.

In addition, Users shall hold harmless and indemnify Grupago from and against any and all damages, losses, costs and expenses (including reasonable attorneys` fees) incurred by Grupago in connection with any action or proceeding brought by any third party (excluding subcontractors and agents of Grupago) that is based on any function and/or use of the Platform by the applicable User.

Early Termination.

Likewise, the Parties agree that Grupago may terminate in advance the provision of the services of the Platform, during or outside the forced term, and without any liability for Grupago if the User fails to comply with any of the provisions of these Terms and Conditions.

The Parties recognize that regardless of the cause giving rise to the early termination, the obligations pending by their nature or by the very effect of the termination shall remain in force until their total fulfillment.

Confidentiality

The Parties are obliged to keep everything related to the Platform as confidential information and to oblige their employees and workers in the way legally considered most appropriate to keep such secrecy.

Notwithstanding the foregoing, the Parties state that by virtue of this business relationship, they will have access to various information, which for such purposes they mutually agree to consider from this moment on as confidential. Everything related to this commercial relationship, the parties involved and any other information derived from the agreement of wills here formalized, its execution, operation and procedures shall be considered confidential information, therefore, the Parties agree not to use it for their own benefit, either directly or indirectly; likewise, they may not disclose to any third party, individual or legal entity, public or private organization, governmental agency, national or foreign, any of the data, documents or information that they possess or may come into possession of each other, by any written, mechanical, electronic, telegraphic, digital, computer, verbal, or any other means, being obliged in any case, to inform their workers, operators, employees, factors, managers, directors, advisors, shareholders, and any other person related or dependent of the Parties of the present obligation and confidentiality agreement, as well as to ensure by means of confidentiality agreements the secrecy of the information that they may disclose to any external service provider that they may hire in order to duly comply with these Terms and Conditions, under the warning that the undue disclosure without the respective authorization by the owner of the information is considered a crime by the Federal Criminal Code and the Industrial Property Law, and any other body of laws in force, in addition to the damages that may be caused and that in any case they are obliged to compensate.

Likewise, in the event that any information regarding one or the other party is requested by any authority, administrative or judicial, federal, state or municipal, competent or not, the Parties shall refrain as far as possible from providing any information related to or connected with this instrument, the obligations and activities derived from it, and any other related matter, giving immediate notice to the other party, so that, to the extent possible, legal remedies and even the corresponding lawsuits to protect its information may be promoted.

Intellectual Property

Grupago owns the creative rights and licenses that make up the Platform, and Users acknowledge and agree that none of the Terms and Conditions contained herein shall be deemed a transfer of ownership or grant of any right or license to use, express or implied, with respect to the Platform, the Platform code, trademarks, color bands, trade dress, trade names, trade names, logos or any other intellectual property rights of the other party.

Notices

For the purposes of the provision of the Services and these Terms and Conditions, all communications shall be made through the Platform or at the addresses registered by the Parties on the Platform.

Assignment

Users may not assign or otherwise transfer the rights and obligations assumed by contracting the Platform without the prior written consent of Grupago. Moreover, Grupago may assign its rights and obligations at any time without prior consent of the Users.

Headers

The heading of each of the clauses of these Terms and Conditions has been included only with the purpose of facilitating the consultation of the same, so it will not affect the interpretation of this legal act.

Amendments

Grupago reserves the right to modify, at any time and without notice, the presentation and configuration of the Platform, as well as these Terms and Conditions. Users will always have these Terms and Conditions on the Platform in a visible place, freely accessible for any queries they may wish to make. Users should read these Terms and Conditions carefully. In any case, the acceptance of the Terms and Conditions by the Users will be a previous and indispensable step to the use of the Platform.

Governing Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with applicable law in Mexico. Any dispute, conflict, claim or controversy, of any kind whatsoever, arising in connection with these Terms and Conditions, including those relating to their validity, interpretation or enforcement, shall be resolved by direct negotiation between the relevant User and Grupago. In the event that the Parties do not reach a solution, the Parties expressly agree to submit to the competent courts of the city of Monterrey, State of Nuevo Leon, expressly waiving any other jurisdiction that for any reason may correspond to them.

Consent

Users acknowledge and recognize that in the electronic acceptance of these Terms and Conditions there is no error, fraud, violence, enrichment, or any other defect that invalidates them.