Intelimotor's Contract with the Customer

Welcome! This is the Intelimotor Customer Agreement (the "Contract") sets out what you can expect from us when you purchase the Services (the "Solutions) from Intelimotor, as well as what we expect from you. This Agreement constitutes an agreement between the parties: Intelimotor ("BOTMOTORS S.A.P.I. DE C.V.", "we", "us") y YOU in your own right and for your own account or for the account of the legal entity, if any, that you represent (the "Client")to which you are bound by contracting Intelimotor Services.

This Agreement will take effect when you click on the "I accept" button presented in the start/registration process, or if you are a registered Customer, when you use any of the Solutions offered by Intelimotor. You declare to be of legal age, to be legally constituted in case you are a legal entity/company/corporation, to act by your own rights or by what is conferred to you by the power of attorney or enabling title that accompanies this instrument, who freely and voluntarily decide to enter into this agreement. If you enter into this Agreement on behalf of an entity, such as the company for which you work, you represent to us that you have the legal authority to bind that entity.

In the event that you are reading this translated contract, you are advised that the translation is for information purposes only. In the event of any discrepancy or conflict between this translation and the original Spanish version, the Spanish version shall prevail.

Contracting and Use of the Services Offered

Intelimotor has an extensive and growing range of Solutions offered which you may access and use in accordance with this Agreement. You may purchase and contract any of the Solutions offered by Intelimotor by requesting a Commercial Proposal (the "Proposal) which will include a Quote for the Services you are interested in. Accompanying each Proposal requested by You, a unique electronic link ("URL") will be generated and delivered to You with which You may proceed to Accept the Proposal and contract the Solutions contained in the Proposal(s). The Proposal(s) requested by You and Accepted shall be added as Attachment(s) to this Agreement and shall remain in effect until Cancelled or Terminated.

Intelimotor Solutions shall be subject to Intelimotor's Terms of Service and Service Level Agreementsby accepting this Agreement, you agree to be bound by the Terms of Service and Service Level Agreements. You agree to comply with the terms of this Agreement and all applicable laws, rules and regulations applicable to your use of the Solutions offered.

Aqcuisition Documentation

Intelimotor will allow Customers to contract the Solutions by requesting various identification data that will be handled in accordance with the privacy policies established in this agreement, as well as in the Privacy Policy that for this purpose you accept and may consult at any time. You are fully responsible for providing complete, correct and true information.

Who hires? A) Company / Partnership / Legal Entity o B) Individual / Natural Person

1. Company / Partnership / Legal Entities 

To contract Intelimotor as a "Company / Society / Legal Entity" the following 1) Data and 2) Documents are required:

1. Data

1. E-mail /Email

2. Company name / Denominación o razón social 

3. Incorporation country / País de incorporación

4. Doing business as / Business name of the company

5. Type of entity / Objeto Social, giro mercantil o actividad económica señalada ante la autoridad fiscal

6. Main activity / Actividad principal (Automotive commercialization, Financial services, Technology and software, Professional services etc).

7. Incorporation date / Fecha de constitución

8. Tax ID / Tax Number (RFC)

9. Website / Web site

10. Company billing address / Domicilio de la empresa Fiscal: Name of the Street, Avenue or Road, Exterior Number, Interior Number (if applicable), Colony or urbanization, City or municipality, Federal Entity and Postal Code. In the case of foreigners, the address of their country of residence must be provided. 

11. Legal representative / Representante legal (Enter the information of a person with the authorisation to open this account.)

12. Legal representative billing address / Representante legal dirección de facturación / Representante legal dirección de facturación (Enter the information of a person with the authorisation to open this account.)

13. Cellphone number / Número telefónico celular

2. Documents

1. Certificate of Incorporation / Acta Constitutiva inscribed in the Public Registry of Commerce or, any document that reliably accredits its existence. 

2. Tax ID Proof / Cédula de identificación Fiscal. (R.F.C.) 

3. Legal Representative ID / valid ID of the legal representative and/or attorney-in-fact 

4. Business proof of address (issued maximum 3 months ago) / Comprobante de domicilio de la empresa

5. Proof of address of the legal representative (issued maximum 3 months ago) / Comprobante de domicilio del representante legal

6. Legal Representative Power of Attorney (if it is not in the Certificate of Incorporation)/ Testimonio o copia certificada del instrumento expedido por fedatario público que contenga los poderes del representante(s) legales.

2. Individual / Natural Person

To contract Intelimotor as "Individual / Natural Person" the following 1) Data and 2) Documents are required:

1. Data

1. E-mail / Electronic mail

2. Name / Nombre Completo (paternal surname, maternal surname and first name(s) without abbreviations) complete as it appears on the current official identification.

3. Sex / Gender 

4. Birthdate / Date of Birth 

5. Your job / Occupation (Employee, Public servant, Entrepreneur (self-employed), Student, Other.

6. Nationality / Nacionalidad

7. Birth country / País de nacimiento

8. State of birth / Estado de nacimiento

9. Unique Population Registry Code (CURP) (Only for Mexican Users).

10. Tax ID / Fiscal/Tributary Number (RFC, RUC, NIT, SII etc.)

11. Billing address / Dirección de facturación 

12. Website / Web Site (If you do not have a website, please specify the URL of a Social Network or Digital Store (Facebook, Instagram, Mercado Libre).

13. Cellphone number / Número telefónico celular.

2. Documents

1. Official ID (Passport, voter's card, driver's license, etc.)

2. Proof of address (issued maximum 3 months ago) / Comprobante de domicilio fiscal/tributario 

3. Taxpayer ID / Cédula fiscal (e.g. RFC in Mexico)

• Intelimotor may, during or after registration, request additional information from Users or through Third Party Verification Services provided in the Solutions, to verify the accounts or information of each of the registrations.

• You agree that Intelimotor may take any action it deems appropriate in its sole discretion, including but not limited to suspending or terminating your account, providing information to the Authorities, preventing the use of the Solutions, in the event that it determines that any warranty or representation, or any other agreement contained in these Terms has been breached.

Fees and Payment Methods

We calculate and invoice the tariffs according to the Solution(s) you have contracted. These invoices can be paid by any of the following available payment methods:

1. By Credit/Debit Card* : : Credit/Debit Card: It is important to consider that paying by this method may incur additional fees as it is processed by an intermediary financial institution such as PayPal or Stripe.

International, open to any country.

2. By Bank transfer**: Intelimotor will assign you a unique bank account to make your payments. It is important to make the payment through a bank account belonging to the same legal entity/corporate name of the customer, only then the payment will be accepted. Payment will be considered to have been made when you receive your proof of payment by email to the email address you set up, and it is reflected in your Intelimotor account.

**Only available in Mexico for the moment.

Rates and Currency

Fees and currency: (a) are based on the contracting of the contracted services, (b) payment obligations are non-cancellable, under no circumstances may you withhold payment to Intelimotor, (c) fees paid are non-refundable, (d) quantities purchased cannot be reduced or modified during the current service period until the following month and (e) charges may be collected in advance, if necessary on an estimated basis, with the balance of the account being adjusted in subsequent periods. Paid and completed services shall be considered as a final sale.

Taxes

Each party shall be responsible, as required by applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest and other additions thereto) imposed on that party on or with respect to transactions and payments under this Agreement. All fees payable by you are exclusive of indirect taxes, except where otherwise required by applicable law. We may charge you and you will pay any applicable Indirect Taxes that we are legally obligated or authorized to charge you. You will provide us with such information as is reasonably necessary to determine whether we are required to collect Indirect Taxes from you. We will not collect, and you will not pay, any Indirect Tax for which you provide us with a properly completed exemption certificate or direct payment permit certificate for which we may claim an available exemption from such Indirect Tax. All payments made by You to Us under this Agreement shall be made free of any deduction or withholding as required by law. If any such deduction or withholding (including, without limitation, cross-border withholding taxes) is required on any payment, you will pay such additional amounts as may be necessary to make the net amount received by us equal to the amount then due and payable under this Agreement. We will provide you with such tax forms as may be reasonably requested to reduce or eliminate the amount of any withholding or deduction of tax in respect of payments made under this Agreement.

Late payment / non-payment

We offer 30 days credit for payment, from that period, without limiting the rights or legal action that Intelimotor may exercise at its discretion, may be charged interest in arrears at a rate of 1.5% of the outstanding debt per month. In addition, Intelimotor may disable access to the Services or restrict the use and benefit of any contracted Solution, partially or totally suspend the service and/or terminate this Agreement, at its sole discretion and without any liability to Intelimotor. The suspension of the service for this reason does not exempt the customer from the payment of the amounts due. In the event of suspension of the service, the fixed and variable charges payable by the customer will continue to accrue.

Modifications to the Services and their Prices

Intelimotor reserves the right to replace, modify or upgrade the Intelimotor Solutions at any time by offering you a replacement or modified version of the Intelimotor Service. Any replacement, modification and/or upgrade of the contracted Intelimotor Services offered by us to you will be considered part of the Intelimotor Solutions and subject to the terms and conditions of this agreement. In the event that Intelimotor offers a replacement or modified version or any upgrade of the Intelimotor Solutions your continued use of the Intelimotor Applications shall be conditioned upon your acceptance of such replacement or modified version of or upgrade and any accompanying and/or superseding and/or superseding agreement and in the case of replacement or modified Intelimotor Applications and Intelimotor Solutions, your use of all previous versions of the Intelimotor Applications is terminated. 

By virtue of the foregoing, the parties agree that the consideration agreed in this agreement for the services offered by Intelimotor, are subject to change without notice, at Intelimotor's sole discretion and for business and economic reasons such as adjustments for inflation. Intelimotor may modify or discontinue the service (or any part or content thereof) at any time without notice. Intelimotor shall not be liable to the Customer or any third party for any modification, change, suspension and/or discontinuance of the Service.

Errors

In case of pricing errors, Intelimotor shall not be obliged to honour those prices if the service has not yet been contracted or rendered. The customer who has paid for a service or services under an erroneous price shall be entitled to an immediate refund and cancellation of the service. Intelimotor may at its discretion offer a discount or compensation for the error, but shall at no time and under no circumstances be obliged to do so. 

Cancellation of Contracted Services

The term of the accepted Proposal(s) shall commence upon the Client's acceptance of the Proposal(s). Unless otherwise agreed with the Client, you may cancel any contracted service at any time, and you must request the steps to follow for your own cancellation updated to date, by writing to our legal department via email: support@intelimotor.com with the subject: "Cancellation".

Term and Termination of the Contract

The term of this Agreement shall commence upon acceptance by the Customer and shall remain in effect until terminated in accordance with the following:

1. Unless otherwise agreed with the Client, you may terminate this agreement at any time by requesting the steps for your own termination, updated to date, by writing to our legal department via email: support@intelimotor.com with the subject line: "Termination", in accordance with the above clause.

2. Intelimotor reserves the right to terminate this Agreement for any reason at any time without liability to Intelimotor and without prior notice.

3. In the event of termination, the Client may request Intelimotor to remove all personal data obtained by the company from its databases. In the absence of an express request, the data may be kept in Intelimotor's database in the event that the provision of the service is resumed in the future. However, Intelimotor is under no obligation to store your data and it is the sole responsibility of the Client to have their information backed up. 

4. In the event of termination, the Customer shall immediately stop using Intelimotor's Solutions and Services.

5. Intelimotor shall not be liable to Customer for compensation, reimbursement, or damages of any kind in connection with termination or suspension. Upon termination of this agreement for any reason: (a) we may elect to cancel any outstanding transactions; and, (b) Customer shall remain liable for all payments and other obligations that have been incurred up to the date of termination.

Confidentiality

We know that you value confidentiality and for Intelimotor your trust is of the utmost importance, therefore, we have the following clauses:

In connection with the execution of this Agreement and its Annexes, information subject to confidentiality shall be transmitted in a bi-directional manner; such information includes but is not limited to business plans, business projects, business development methodologies, application development process information, marketing plans, market research, brand and other distinctive sign projects, suppliers, customers, prices and quotations. Such information and any other information transmitted by the Parties to each other is of a restricted and privileged nature and the Parties qualify it as confidential information (the "Confidential Information"). "Confidential Information).

Confidential Information includes and covers information owned or possessed by the Parties as well as their parent companies, subsidiaries or affiliates, their customers, suppliers and their legal representatives. By virtue of the foregoing, both parties expressly agree, during the term of this agreement, as well as its possible extensions and after its termination for a period of 5 years, regardless of the causes, not to disclose, communicate or disclose the Confidential Information to any individual or legal person, directly or indirectly, without the prior written consent of the other party. Confidential Information of a public nature or Public Knowledge which the parties have previously known or found by their own means shall not be deemed to be confidential. 

All information exchanged between the parties prior to, during and after the conclusion of this Agreement, including informal communications relating to the business, business strategies, products, technologies, results and the like, are considered confidential and are protected. The parties shall refrain from disclosing the information mentioned in the previous paragraph to third parties without prior authorisation from the party that provided it. The use of the information shall be considered authorised in the context of a contractual relationship with third parties linked to the services covered by the Intelimotor contracts that you accept, or specific legal or contractual obligations that require it. Intelimotor is authorised to share confidential information only with service providers who enable the solutions covered by this Agreement to be properly provided. All Intelimotor's suppliers may only process such information for the purposes that Intelimotor has established, which will be strictly related to the proper provision of the products and services that are the subject of this agreement.

Obligations

• Upon termination or expiration of this Agreement, neither party shall be liable to the other party, except for liability that may arise prior to termination or expiration of this Agreement, or arise after termination or expiration of this Agreement in connection with its Liabilities, Prohibitions, Confidentiality, Taxation, Intellectual Property and/or Termination.

• In the event that the Client becomes aware of any violation or alleged violation of Intelimotor's rights, such as piracy or improper use of the same, or any act of unfair competition that includes the aforementioned programme, they must immediately inform Intelimotor, to whom they will provide all the necessary information and collaboration in the event that they decide to take legal action.

• In the event that a claim or action is brought against the Customer by a third party alleging infringement of such third party rights resulting from the Customer's use of Intelimotor's solutions, the Customer will report such claim immediately to Intelimotor without prejudice to any possible defence. The Customer, without accepting any liability, will give all reasonable assistance to Intelimotor in contesting such claims or actions.

• The Customer agrees that it waives its right of action against Intelimotor on account of this agreement after 90 (ninety) days of termination of this agreement. 

Limitation of Liability

Intelimotor shall not be liable for 1) damages for breach of agreement which are remote or speculative, or which it could not reasonably foresee and 2) the consequences arising from any occurrence in whole or in part of any of the risks referred to in the Terms of Service 3) Damages caused by Use, Operation, Maintenance, Upgrade, Modification of the Services/Third Party Providers' Solutions 4) Other limitations of Liability set forth in the Service Level Agreements (SLAs). Service Level Agreements (SLA's)..

No Recruitment

The Customer is expressly prohibited from hiring directly or through third parties Intelimotor employees who are part of the management of the Solutions, during the term of this contract and for a period of 5 (five) years after the conclusion of the Contract. In the event that the Client fails to comply with this obligation, it shall indemnify Intelimotor with the amount of 50,000 USD for each person contracted.

Non-competition

The Client, its affiliates, employees, related parties or any other third party that for any reason has access to the services and/or solutions that Intelimotor offers, through the Client's account, are obliged not to compete, work, perform, or carry out activities that are the same or similar to the services, activities, or solutions that Intelimotor offers, either by their own means or through any third party, with any other party that are of the same nature, similar or that in any way generate direct or indirect competition to the activities, services or solutions of Intelimotor. 

The parties agree that this non-competition obligation shall survive for a period of 5 (five) years from the conclusion or termination of the commercial and/or contractual relationship between Intelimotor and the Customer.

No Association 

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party shall be solely responsible for payment of all compensation owed to its employees, as well as all taxes or any claims that may arise from such items. 

Reservation of Rights

Intelimotor reserves all rights not expressly granted. Use of any Solution not addressed in this Agreement may be governed by separate terms of use, conditions and notices. No failure or delay by Intelimotor in exercising any right under this Agreement shall constitute a waiver of that right. If any of these terms and conditions shall be deemed unenforceable, void or for any reason unenforceable, such term or condition shall be deemed severable from the remaining terms and conditions and shall not affect the validity and enforceability of the remaining terms and conditions.

Dispute Resolution and Applicable Law 

Internal Mediation. For Intelimotor, the trust and experience of the Customer through the use of the Platform and its services is of utmost importance. Therefore, it has a communication channel for the attention and resolution of errors, complaints and non-conformities by the Customer with Intelimotor.

Intelimotor believes in good communication as an essential part of any sound business relationship and therefore provides the opportunity to resolve conflicts internally between the parties involved. In case of facing a conflict please allow Intelimotor an opportunity (support@intelimotor.com) to resolve the issue, write a letter with the following information and send it to the following address:

• Subject of the mail: Internal Mediation

• Situation: Describe the conflict and/or non-conformity

• Documents attached that complement and/or prove the given situation if available.

• Indicate how you would like the conflict to be resolved and what you expect Intelimotor to do to your satisfaction.

Dispute Resolution. Any dispute or difference arising out of the subject matter and obligations of this Agreement shall be settled as far as possible by direct negotiation and conciliation between the parties, for which purpose a period of thirty (30) calendar days shall be allowed from the date on which either party notifies the other of any non-conformity or non-compliance. However, at any time, the parties may submit any dispute or controversy or claim relating to this Agreement, including the existence, validity or termination of this Agreement, to an Arbitration Tribunal of the International Chamber of Commerce, which shall be subject to the provisions of the Rules of Arbitration of the International Chamber of Commerce: (i) the Tribunal shall be composed of an arbitrator in accordance with the provisions of the Rules; (ii) the Tribunal shall decide in law; (iii) the arbitration proceedings shall be confidential; (iv) the arbitration shall be conducted remotely by video call or other similar means that ensure effective communication between the parties involved in the proceedings. If the arbitration is to be conducted in person, it will be at the request of the Client and it will be at the discretion of Intelimotor to choose the place where it will take place. In the event that the arbitration solution is not possible or in the event that the validity of the award or the arbitration clause is challenged, the parties agree that the ordinary commercial courts of the city of Monterrey, Nuevo Leon, Mexico shall have subsidiary jurisdiction.

Governing Law. This agreement shall be governed by and construed in accordance with Mexican law.

General provisions.

• In the event of any invalidity of any of the Terms of this Agreement, it shall not affect the other provisions of this Agreement.

• The headings of all clauses are for convenience of reference only and do not form part of this Contract and shall not in any way affect the interpretation of this instrument.

Digital Signature

You acknowledge that you accept this Agreement, as well as any Intelimotor agreements that you agree to, including but not limited to the Terms of Service, Service Level Agreements (SLA's), Privacy Policy, y Cookie PolicyThe Customer agrees that the use of the information provided by Intelimotor, has the same legal effect as if he/she had signed a physical or digital signature on an agreement and accepts that his/her consent will be collected electronically. You also agree that Intelimotor may request to verify the authenticity of your data collected electronically. You agree that a digital or printed version of this Agreement, and of any communication sent and/or received electronically in the contracting process will be admissible as evidence in any judicial and/or administrative proceedings.

Definitions

"You" (the "Customer") also (the "Customer"), means the natural person or duly constituted legal entity that uses Intelimotor Solutions through its legal representative, as well as its Authorized Users (the "Authorized Users"). "Users) who are those persons, employees or contractors authorised by You to use your Licensed Intelimotor Solutions.

"API" MEANS AN APPLICATION PROGRAMME INTERFACE. means an application program interface.

Service" means each of the services, also called "Solutions", offered by Intelimotor or our affiliates. means each of the services, also called "Solutions", offered by Intelimotor or our affiliates. Services do not include Third Party Content.

"Site" means means https://intelimotor.com (and any related or successor subdomains, directories or sites designated by us), as updated by us from time to time.

"Service Level Agreements means all Service Level Agreements ("SLA's") that we offer with respect to the Services and that are available on the Site. The SLA's we currently offer with are available at https://intelimotor.com/legal/sla/.