General Terms and Conditions of Service

This document is an agreement of general service terms and conditions (hereinafter the “Agreement”, or the “General Terms and Conditions”) that govern the Service provision and access and use of the Platform (with the relevant updates, amendments or changes that said Platform, and/or the Service provisions may undergo), made available by Runa HR, S. de R.L. de C.V. (“Runa HR”) to its Clients, according to the Specific Service Terms (as said term is defined later on) entered into by and between each of them and .

In case of contradiction or conflict between what has been stated in these General Service Terms and what has been established in the Specific Terms and Conditions, the provisions established in the Specific Terms and Conditions shall prevail. Capitalized terms in this document, but not expressly defined herein, shall have the meaning attributed thereto in the Specific Terms and Conditions.

Any person that uses or accesses the Platform and/or the Services, either directly or representing another person, including authorized representatives of any company, its employees, or other persons that use or access the Services, may do so under these General Terms and Conditions, the applicable legislation, and the rest of the notices, policies and Specific Service Terms that govern the use of the Platform and its contractual relation with , and which are incorporated hereto by reference. By clicking on the relevant key to indicate that you accept this Agreement, or by accessing or using the Platform, you acknowledge that you have read and understand the terms and conditions of the Agreement, which are mandatory and binding. In case that you do not accept them, you must refrain from using the Platform and/or the Services.

I. General information

Runa HR is a company legally incorporated and validly existing under the laws of the United Mexican States, fully empowered according to its corporate purpose to provide the services detailed in this General Terms and Conditions. offers its Clients several Services in the form and under the terms agreed therewith in the relevant Specific Service Terms, as well as in these General Terms and Conditions.

II. Account Administrators, Users and Accounts

To be able use the Platform, Client shall designate one or more persons (each one of said persons, an “Account Administratorr”) in order to, among other things, (i) act in its name and on its behalf, (ii) provide information regarding Client, either through the Platform or the activation or support equipment and, if applicable, have access to the reports regarding the Services provided by , (iii) bind it regarding the Services, and (iv) appoint users that may have an active account within said platform, with various permit and/or profile categories (each one, a “User”), as well as other Account Administrator, with various permits and/or profiles, as they are enabled from time to time in the Platform.

Each Account Administrator and User must register (or request its registration from ) to access the Platform (hereinafter, an “Account”). To obtain said Account, it is necessary that the Account Administrator or User is at least eighteen (18) years old, and that he/she provides certain information required in the Platform, or that is required by the activation or support team.

may request at any time, any type of document or additional information, in order to corroborate the Account, the identity of theAccount Administrator or User, as well as to suspend temporarily or definitively the Accounts which data or information could not be confirmed. Therefore, Client authorizes to obtain, verify and record the information of the person that creates the Account, with the purpose of verifying the identity of the person that creates or accesses the Account. may, without limitation, request the name, address, date of birth, official identification number, among other things, which allow to identify the User or Account Administrator. may also request User’s or Account Administrator’s identification documents.

Client acknowledges that it is solely responsible for the information entered into the Platform, or provided to the team to be entered into the Platform, through its Account Administrators or Users, as well as the operations and acts performed in the Platform (including those performed by any Account Administrator or User, in which case the actions of said Account Administrator or User shall be considered as performed by Client itself).

shall not be responsible for the accuracy, certainty or veracity of the information or transactions that take place in the Platform, or the Third-Party Services (as said term is defined below) that are hired by Client.

Therefore, Client represents and guarantees to that any information shared by Client with , either directly or through any Account Administrator or User, through the Platform or with ’s team, to be entered into the Platform, shall be Client’s responsibility, and that it has the authorization to share it.

Client is solely responsible and undertakes to keep safe and confidential the passwords and access credentials of the Accounts, as well as the passwords and access credentials of the Account Administrators and Users. Also, Client shall take the measures and shall be in charge that the Account Administrators and Users take the reasonable measures to protect appropriately, and maintain as confidential, the passwords and credentials of the Accounts.

In case that Client believes or suspects that the passwords or access credentials of any Account have been disclosed, jeopardized, or that access has been performed by non-authorized persons, it shall immediately notify in writing. reserves the right to prevent access to the Account and/or the Services if has reason to believe that the Account, or the passwords or credentials for the Account, have been endangered, or are being used in violation of the terms established in these General Terms and Conditions and/or applicable legislation.

Also, reserves the right to reject any request for opening the Account, without being bound to communicate the reasons therefor, and without generating any responsibility for for this reason, and to suspend, disable, or block an Account, access to the Platform, or Services under the terms of this Agreement.

Client shall be solely responsible for obtaining, maintaining and safeguarding any equipment and the necessary auxiliary services, necessary for connecting to, accessing or using the Platform, including, among others, access to Internet, network equipment, hardware, software and operating systems. Additionally, Client, either directly or through its Account Mangers, is responsible for reviewing any report, file, information, document or material (together, the “Materials”), published by in the Platform (or made available by for Client’s revision), and must notify about any inaccuracy of said Material, as soon as possible, or within the time specified by in the relevant Material.

Client agrees that, to the fullest extent allowed by law, any act that it performs through the Platform regarding the Services, including any act by an Account Administrator (for example, clicking on “Payroll Calculation”, or other keys), as well as any communication with the activation or support team, in which Client or the Account Administrator request an act to be performed, shall have the same effects as if said acts had been instructed to in writing.

Client authorizes , through these General Terms and Conditions, to obtain and store the Account information as necessary, for the Platform to be available thereto.

Rate increases or changes to the Agreement that enter into force. The fact that User continues using the Services beyond the cancellation date shall be the acceptance of said changes by User.

III. Specific Service Terms

The provision by of any service and the use of the Platform are subject to these General Terms and Conditions, and to the Specific Service Terms and Conditions (the “Specific Service Terms and Conditions”) that has executed with Client.

IV. Rates and changes to the Service Terms

Client agrees to pay the rates for the provision of the Services according to the terms and conditions established in the relevant Specific Service Terms. Unless otherwise established in the Specific Service Terms, or if they do not include them, the following provisions shall apply:

• For the purposes of this section, “Registered Employee” shall be understood as any member, service provider and/or employee of the Client that the Client and/or the Account Administrator registers on the Platform in the billing period computed by .
• The Parties agree that the monthly fee for each Registered Employee will be calculated from the day he/she registers on the Platform and only the proportional part of the full period of the month will be calculated, if applicable (for example, if a Registered Employee was registered for 10 of the 30 days, the Client will only pay 33.3% of the monthly fee for that Registered Employee), with the understanding that this calculation will be reflected as an adjustment in the invoice for the following month.
• is aware that the Client and/or the Account Administrator may disable and/or render inactive one or more Registered Employees on the Platform during a current month, therefore the Parties agree that, in this case and prior to ‘s calculation, will pay a credit to the Client for the amount corresponding to the prorated time not used by the Registered Employee(s), with the understanding that these credits will only be applied to future payments in favor of and/or to the monthly fee of new Registered Employees.
• The rates for the Services will be determined in the Specific Terms of Services and will be calculated based on the calendar months in which the Client is registered on the Platform for any of the contracted Services (for example, if the Client has contracted a Service at the beginning of a given calendar month, the Client will be charged the rate corresponding to said month) and said rates will apply in full during the given calendar month.
• Billing for the Services will be done on a monthly basis within the first 5 (five) calendar days of each calendar month. The calculation of the amount to be billed will be done taking into account the Services to be performed and the number of Employees Registered on the Platform at that time.
• The Client shall pay the fees for the provision of the Services within 15 (fifteen) calendar days after receiving the corresponding invoice. In the event that the Client does not pay within this period, may carry out the actions detailed in the Validity and Termination Section of these General Terms and Conditions. Payment of the fees shall be made through the payment methods that makes available to the Client in writing or through the Platform.
• Payments made for the Services according to the established rates are not reimbursable.

may charge additional rates for processing exceptions, configuration and other special services requested by Client during the term of this agreement, including additional rates for additional distributions and stamps, as established in these General Terms and Conditions. Notwithstanding anything to the contrary, reserves the right to change its Service rates at any time. To such purpose, Client shall be notified of any change to the existing rates at least thirty (30) days before the rate change enters into force. In case that Client does not agree with the rate change, it must state it and cancel the Services it has hired, within the term stipulated in the relevant notice. In case it does not express its refusal within such term, or if Client keeps using the Platform and/or the Services, through its Account Administrator, after the new rate enters into force, it shall be understood that it agrees with the rate change. In case that Client agrees with to change the number or characteristics of the Services hired through the Specific Service Terms, said update shall enter into force as of the execution of the new Specific Service Terms, and Client shall begin to have access to the available hired functions and Services as of such time. The applicable rates for each one of the Services hired shall be detailed in the Specific Service Terms entered into by and between Client and , and they shall apply as of the calendar month when such Services are hired.

V. Services

V.I. Payroll Services

General Matters

As long as Client is registered in the Payroll Service, shall provide the Payroll Service for the calculation of its payroll and the related responsibilities. In order to provide the Payroll Service, shall be solely based on the information entered by Client, through the Account Administrators, or Users, into the Platform, or provided by Client, through the Account Administrators or Users, to the team to be entered into the Platform on Client’s account, and shall not be responsible, or have any obligation to verify the accuracy, certainty or veracity of said information. In order for to be able to provide the Payroll Service to Client, Client shall keep at least the following information of each one of the employees registered in the Platform.

• Full name (as it appears in the official document).
• Mexican Federal Taxpayers’ Registration Code (RFC) (which must be registered in a regime that allows invoicing).
• Mexican Sole Population Registration Code (CURP).
• Mexican Social Security Number (NSS).
• Employee’s seniority.
• State where the employee is registered.
• Payment method through which employee shall be paid (cash, transfer or distribution by ).
• Standardized Bank Code (CLABE) of employee’s bank account, in case of using the distribution service or bank layouts to make transfers.
• Employee’s e-mail, to send him/her the payroll receipt.
• Information about income and relevant deductions, including the base salary.
• Nationality (including if he/she is a foreigner and if he/she has a work permit).
• Type of contract and type of employee.

Without prejudice to the above, Client shall update, in a timely and accurate way, all the necessary information, or the information that affects the calculation and processing of the payroll (including any bonus, absence, holiday, promotion, among others)(together with the information of the previous paragraph, the “Payroll Information”). Also, Client shall notify about the inaccuracy or error in the information provided or entered, in addition to answering any requirement or additional Information request from . , at its sole discretion, may decide not to process your payroll if it does not have enough Payroll information to do it.

When providing the Payroll Service, Client acknowledges and agrees that (i) is not acting in its name and on its behalf, and (ii) the use of the Payroll Service is Client’s responsibility and does not exempt it from its obligations under applicable law or regulations of any kind, including labor, tax and social security matters, as well as those regarding the preservation of records related to data contained in ’s files.

Payroll Service

The Payroll Service includes:

• The possibility to perform the pre-calculation (according to Client’s policies) and the calculation of its payroll automatically.
• The possibility of making distributions of the amounts payable for net salaries to the benefit of the employees registered through bank layouts, in the understanding that shall not perform any tax withholding or payment of taxes or social security fees on Client’s account.
• The possibility of stamping the receipts for the amounts paid to the benefit of its employees through a Partner (each one, a “Stamp”).
• Sending automatic social security updates through the IMSS system of the Institute of Social Security from its Company (IDSE), every time it makes a movement, such as a registration, cancellation or change of salary.
• Sending payroll receipts to each one of Client’s employees.

shall only calculate Client’s payroll per request and order from Client and based on the information that Client provides directly or indirectly. The Payroll Service shall allow it to enter the Payroll Information, in addition to reviewing, authorizing and sending it to for the generation, formatting and transfer of income and deduction records (“Payroll Records”), necessary to process the Payroll Service.

Errors or omissions resulting from inaccurate, incomplete or erroneous information, provided by Client, shall not generate any type of responsibility for . When processing a payroll, it shall be considered that Client approves all the Payroll Information and waives any claim against that may result from such errors or omissions in the Payroll Information. Once has made the distribution or stamping, in each case, whichever occurs last, may not perform any modification and, if applicable, it shall not generate any responsibility for .

If Client requests to correct any Information or Payroll Record, may try to do it, however, shall not be bound to make any correction, and shall not be responsible for any claim or any other consequences that may result directly or Indirectly from’s attempt to correct, or from correcting such information or Payroll Record.

Tax Calculation

As part of the Payroll Service, shall calculate the relevant payroll taxes according to applicable law in Mexico, or in the relevant state, as well as the social security fees applicable to Client’s employees, however, due to differences in calculation methods (for example rounding up), it is possible that the tax calculation made by slightly deviates, in a fractional way, from the amount that the applicable tax authority is charging. In this case, Client agrees that shall not be held responsible for this difference, and that Client shall be solely responsible for paying the difference to the relevant tax authority. Also, in case that any matter for performing the calculation of said taxes is subject to interpretation, shall communicate so to Client, in order for the latter to make a decision, in the understanding that it shall not generate any responsibility for .

Also, Client shall be solely responsible for submitting payroll tax returns timely, and for making the timely payment of said taxes over its employees to the relevant tax authorities, as well as for any sanction, fine, interest or surcharge resulting from the foregoing. Under no circumstances shall be considered responsible, or joint and several or subsidiary responsible for said concepts.

V.II. Automated Payroll Distribution Service

In case of having the Automated Payroll Distribution Service, Client may also make direct distributions of the amounts payable for net salaries calculated by the Payroll Service, to the benefit of the employees registered through the Platform through a Partner (each, a “Distribution”).

shall make each Distribution of Client’s payroll based on the information provided by Client to , directly or indirectly, including the information from the Payroll Service. It shall allow ’s Partner, through the Automated Payroll Distribution Service, to use the Payroll Information to obtain the amounts payable for net wages.

Errors or omissions resulting from inaccurate, incomplete or erroneous information, provided by Client, shall not generate any type of responsibility for . When processing a Distribution, it shall be considered that Client approves all the Payroll Information, as well as the information that Client, directly or indirectly provides Runa HR, and waives any claim against Runa HR that may result from such errors or omissions in the Distribution. Once Runa HR has made the Distribution, Runa HR may not perform any modification and, if applicable, it shall not generate any responsibility for Runa HR.

V.III. Salary Advance Service

Definitions

For better clarity of what has been expressed in this service, we shall use the defined terms. For the purposes hereof, the terms defined in capital letters, which have not been defined in any other way in different sections hereof, shall have the meaning attributed thereto herein:

• “Salary Advance Payment” refers to one or several salary advance payments, charged to the net ordinary salary received by Collaborator Users from Employer Users, made with the help of the Platform, which, if applicable, shall be authorized by Employer Users, based on Article 110, fraction I of the LFT.
• “Administrative Fee” refers to the amount of thirty-nine pesos ($39.00) that Runa HR shall charge Users through a deduction directly applicable to each Salary Advance Payment, for administrative expenses for the use of the Platform.
• “LFT” refers to the Federal Labor Law.
• “Income” refers to the salary and other ordinary and extraordinary income received by a Collaborator User within a Payment Period.
• “Payment Period” refers to the weekly, biweekly or monthly period agreed with Users for payment of the relevant salary to Collaborator Users.
• “Requests” refers to the Salary Advance Payment requests made by Collaborator Users through the appropriate legal documents addressed to Employer Collaborators.

The terms defined above may be used throughout this document, interchangeably, in singular or plural, in masculine or feminine, or neuter, without such use modifying their meaning. In case that the terms defined in this section have been attributed an explanatory meaning in other sections hereof, both meanings shall be read and interpreted jointly. The terms defined exclusively in different sections of this instrument shall have the meanings attributed to them there.

Salary Advance Payment Requests

Regarding Salary Advance Payment Requests, Users agree to submit themselves to the following:

1. a) All Collaborator Users shall be entitled to request up to 1 (one) Salary Advance Payment during the Payment Period that they have previously agreed with Employer Users. Salary Advance Payments shall be granted provided that Collaborator User does not have previous debts with Employer User.
2. b) Collaborator Users may request a Salary Advance Payment up to thirty per cent (30%) of the net ordinary salary that they receive within the Payment Period.
3. c) The Salary Advance Payment may only be authorized charged to salaries accrued corresponding to days previously worked by Collaborator Users within the Payment Period.
4. d) In case that the discounts that Employer Users must make to Collaborator Users, as provided in Article 110 of the LFT, are higher than thirty per cent (30%) of their net ordinary salary to be received during the Payment Period, the Salary Advance Payment may not be authorized.
5. e) Once the relevant Request has been received, Employer User shall make the Salary Advance Payment by electronic transfer of funds, based on Article 110, second paragraph of the LFT; this transfer may be reflected up to two (2) bank business days later.
6. f) The Platform shall help Employer User to make Salary Advance Payments.
7. g) The Salary Advance Payment shall not generate any ordinary interest, however, as of this moment, Collaborator Users authorize the Platform to perform the deduction of the Administrative Fee, for administrative expenses.
8. h) Collaborator Users agree that the Administrative Fee shall be charged through a sole deduction applied regarding the payment of the Income corresponding to the Payment Period closest to the date when the advance payment was requested.
9. i) Collaborator Users agree that one hundred per cent (100%) of the Salary Advance Payment shall be collected by Employer Users through a sole deduction applied to the Income corresponding to the Payment Period closest to the date when the advance payment was requested.
10. j) In case that Collaborator User has other deductions, withholdings and/or discounts that make it impossible to collect one hundred per cent (100%) of the Salary Advance Payment in the first payment of the Income corresponding to the Payment Period Closest to the date when the Salary Advance Payment was requested, it agrees that the rest of the debt shall be collected charged to the next Payment Periods.
11. k) Collaborator Users grant Employer Users a compensation right, in order therefor to deduct, withhold, apply and/or charge the amount of the Salary Advance Payments made during a Payment Period, regarding the payment(s) of the Income corresponding to the Payment Period(s) closest to the date when the Salary Advance Payment was requested.

Commercial Commission

Subject to the terms hereof, Users grant Runa HR, which accepts from Users, as provided in Articles 273, 274, 283, 285 and other applicable articles of the Commercial Code, a mandate as commercial commission, with all the necessary powers for Runa HR to perform in the name and on behalf of Users, the following acts: (i) the transfer and distribution of the resources corresponding to the Salary Advance Payments to the account it has opened with Employer User in the Platform, for its later distribution to the bank accounts of Collaborator Users that have requested from Employer User one or more Salary Advance Payments; (ii) access Employer User’s corporate account to perform the payment instruction of the Salary Advance Payment, and the relevant distribution of resources as provided in item (i) above; (ii) issue and stamp an Internet Digital Tax Receipt (CFDI) that covers the Salary Advance Payment, in which Employer User shall appear as issuer, and applicant Collaborator User as recipient of the Salary Advance Payment, and which shall be issued as an extraordinary payroll receipt; and (iv) deduct, withhold, apply and/or charge the amount of the Administrative Fee, charged to Collaborator User’s Income, corresponding to the Payment Period closest to the date when the Salary Advance Payment was requested.

V.IV. Payroll Consulting Service, General Matters

The Payroll Consulting Service includes approximately ten (10) hours of monthly consulting, technical assistance, and advisory aimed at training and implementing the payroll process for Client’s benefit.

The Payroll Consulting Service may include the following: ·

• Make calculations for the Contribution Base Wage (Salarios Base de Cotización, “SBC”) of the employees.
• Calculate the gross salary in case a salary pyramid is required (from net to gross), excluding any tax strategy definition. The pyramid shall be made based on the strategy shared with us.
• Consulting on the treatment of concepts in the payroll for tax purposes, limited to assessing the concepts that Client has contemplated, excluding the creation of payroll tax strategies.
• Consulting on payroll in the 30 or 30.4 method, including its pros and cons, and the main differences compared to the previous payroll, when considering a change in methodology.
• Assessment of the integrated cost of the payroll.
• Support in the upload of historical payrolls to the Platform.
• Detailed comparisons of the Runa HR payroll vs the previous payroll.
• Consulting in variability calculations.
• Consulting about how to obtain digital stamps and IMSS certificates.
• Consulting about IMSS, focused on the use of the SUA (self-determination sole system) and IDSE (IMSS from your company) programs, including how to install them, how to generate capture chains, entering incidents and generating IDs.
• Consulting on registration at the portals of the Finance Ministry, INFONAVIT (National Workers’ Housing Fund Institute ) and the SIPARE (referenced payment system ).
• Calculation and generation of ISN (Payroll tax) capture chains.
• Customized reports.

Hiring the Payroll Consulting Service and the execution of the processes and submission and uploading of the resulting information to Tax, Labor and Social Security Authorities is Client’s sole responsibility. Therefore, to the fullest extent allowed by applicable legislation, Client expressly waives exercising any civil, criminal and/or administrative responsibility action to the detriment of Runa HR, and making claims for any damages and/or damage to property or moral damage, including without limitation direct, indirect, incidental, special, exemplary, punitive or consequential damages, lost profits, loss of data, personal injury, damage to property and/or consequential damages caused due to the Payroll Consulting Service. The foregoing also applies to any ex-officio started proceeding, or upon request by Tax, Labor and Social Security Authorities, or any competent government body.

V.V. Savings Programs (Called “Caja de Ahorro” and “Fondo de Ahorro”)

Runa HR, through its Partners and Third Party Services, makes savingsprograms available to the Client and its employees.

Through the savings programs, hereinafter the “Savings Program: Caja de Ahorro”, the Client’s employees may make periodic and voluntary financial contributions for the purpose of saving and obtaining loans under affordable conditions. On the other hand, the savings fund services, hereinafter the “Savings Program: Fondo de Ahorro”, are those through which a savings program will be carried out with the contributions of the Client, its employees and the profit obtained.

The Savings Program: Caja de Ahorros and the Savings Program: Fondo de Ahorro will be managed and operated by a third party duly authorized by the legislation and by the corresponding Mexican authorities. These Third Party Services are provided by Runa HR through a technological platform of a Runa HR Partner and, therefore, will be expressly subject to the provisions of sections 6 and 13 of this document.

V.VI. Telemedicine Service

Runa HR, through its Partners and Third-Party Services, provides the Client and its employees with telemedicine services.

Through telemedicine services, hereinafter the “Telemedicine Service,” the Client’s employees may access consultations or medical care via chat and video call with physicians and professionals who are licensed and legally authorized in their respective areas or specialties (the “Physicians and Professionals”). Additionally, Physicians and Professionals may prescribe electronic prescriptions during the course or at the end of the medical consultation. All Physicians and Professionals will be properly identified, allowing their resumes to be viewed.

Consultations and medical care from physicians and professionals will be provided through a Runa HR Partner’s technological platform, respecting all User rights under the General Health Law, the Regulations of the General Health Law on the Provision of Health Care Services, and any applicable Mexican Official Standards. Likewise, Physicians and Professionals.

To provide the Telemedicine Service, our Partners require that physicians and professionals comply with the obligations contained in the Code of Ethics for the Professional Practice of Medical Practitioners Registered in Mexico and the International Code of Medical Conduct of the World Medical Association.
The Client and Users, to the fullest extent permitted by applicable law, expressly waive any civil, criminal, and/or administrative liability actions against Runa HR, as well as any claims for any financial or moral damages and/or losses, including, but not limited to, direct damages, indirect damages, incidental damages, special damages, exemplary or punitive damages, consequential damages, lost profits, loss of data, personal injury, property damage, and/or consequential damages, caused by the Telemedicine Service. The foregoing also applies to any proceedings initiated ex officio or at the request of a party before the competent authorities. These Third Party Services are provided by Runa HR through a Runa HR Partner’s technology platform and are therefore expressly subject to the provisions of sections 6 and 13 of this document.

VI. Additional Third-Party Services through the Platform

Client, Account Administrators and Users may receive offers, or hire services, from Runa HR partners through Runa HR; also, for Runa HR to provide certain Services – for example, to perform the Distributions and Stamping as part of the Payroll Services -, it is necessary that Client hires and receives services from Runa HR partners (each one of these services, the “Third-Party Services”, and each one of said partners, a “Partner”).

Client, Account Administrators and Users shall be the only ones responsible and shall assume all risks resulting from or related to hiring any Third-Party Service, as applicable. Runa HR shall not be responsible for Third-Party Services, or any material, information or results offered to User through any Third-Party Service. In this regard, the relevant Partner may request Client, Account Administrators and Users to directly accept the specific terms and conditions or agreements regarding the provision of Third-Party Services.

In case that Client, the Account Administrator or User decide to receive a Third-Party Service, they authorize Runa HR to send the relevant Partner all the documents and information about Client or User, Client’s company and the employees of Client’s company, which are necessary for such Partner to provide the Third-Party Service, including, among others, Client’s payroll information (including tax information), bank account information, bank account information of Client’s employees, and any additional information, such as the personal information of Client’s employees that it has provided to Runa HR regarding this Agreement, and the provision of the Services to Client (together with the “Company Information”) being Client, the Account Administrator, or the relevant User solely responsible for the accuracy and veracity of the Information Shared.

For the purposes of this section, it is understood that Runa HR only makes available to Client, Account Administrator or User, the Platform for receiving offers and, if applicable, hiring Third-Party Services; therefore, it shall not be responsible for, and does not guarantee in any case, the contents, quality, state, safety, suitability, integrity or legitimacy regarding, or resulting from hiring Third-Party Services.

Therefore, Runa HR shall not be responsible for any damage, impairment, loss or harm, including without limitation, caused by any claim, lawsuit, notice, summons, instruction, order, action, litigation or proceeding related to the quality, integrity, legitimacy, or any other similar cause of the Third-Party Services.

Due to the fact that Runa HR is only an intermediary and does not participate in the provision of Third-Party Services, it shall not be responsible for effective compliance with the obligations assumed between Partner and Client, the Account Administrator or User, due to a Third-Party Service.

Client, the Account Administrator and User acknowledge and agree that by hiring any Third-Party Service, they do it at their own risk, and Runa HR shall not be responsible in any case for any damages or lost profits that may be caused due to the provision of Third Party-Services.

Runa HR shall not be responsible for any damages or lost profits that result, without limitation, from (i) the provision of Third-Party Services, or any consequence resulting therefrom; (ii) any agreement or transaction between Client, the Account Administrator, or User and the Partner, which originates due to Third-Party Services; or (iii) any delay, defect or failure in execution of the Third-Party Services. Due to the foregoing, the Partner shall be solely responsible before Client, the Account Administrator or User for any damages or lost profits that may be caused due to the Third-Party Services, including without limitation, delays, failures in execution, defects, quality, integrity and legitimacy of the Third-Party Services.

The action by Client, the Account Administrator or User to claim the relevant compensation from the Third Party shall be governed according to the statute of limitations, and other requirements provided in the applicable legal provisions.

VII. Obligations and Responsibilities

Client agrees not to perform directly, or through any Account Administrator or User, and shall endeavor so they do not perform, any of the following acts:

• Publish, upload, send, share, distribute or convey any contents that: (i) they are not empowered to publish, upload, send, share, distribute or convey; (iii) infringe, imply misappropriation, or violate any patent, copyright, brand, commercial name, industrial secret, or any other intellectual property rights of third parties; (iii) violate or may imply any conduct that may violate any applicable law or regulation, or that may cause civil, criminal or any other type of responsibility; (iv) are fraudulent, false or misleading, libelous, indecent, obscene, pornographic, vulgar or offensive; (v) promote discrimination, intolerance, racism, hate, harassment, or damage against any individual or group; (vi) are violent or threatening, or promotes violence or acts that threaten any person or entity; (vii) promote illegal or damaging activities or substances, or (viii) contain virus, worms, defects, Trojans, advertising programs, spyware, malware, or other similar codes, files or computer programs, similar computer files or programs, designed to interrupt, destroy, or limit the functionality of any software or hardware device;
• Use the Services in an inconsistent way, or contrary to the provisions hereof;
• Resale, sub-license, share time or share the Services with any third party;
• Show, reflect or frame (i) the Platform, or the distribution or design of any page of the Platform, or questionnaire included in the Platform; (ii) the Services; or (ii) any individual element within the Platform or the Services, including the Runa HR name and any registered brand, logo or any other information, property of Runa HR, in each case, without prior written consent from Runa HR;
• Access, manipulate or use non-public areas of the Runa HR Platform, the Services, computer systems, or of the delivery technical systems of Runa HR providers;
• Interfere or try to interfere with the appropriate operation of the Platform or the Services (including, among others, any application, function or use of the Services), or of any activity performed in the Services;
• Take any measure that imposes or may impose, as determined by Runa HR at its sole discretion, an excessive or disproportionate load on the Runa HR infrastructure or of its Partners;
• Use software, devices or other manual or automated processes to perform crawls or spiders in any page of the Platform;
• Harvest or scrape any content from the Platform or the Services;
• Try to probe, scan or prove the vulnerability of any Runa HR system or network, or violate any safety or authentication measure;
• Avoid, omit, delete, disable, damage, decipher or prevent, in any way, any technological measure implemented by Runa HR, or any of the Runa HR providers, or any other third party (including another Client) to protect the Platform, the Services or the contents thereof;
• Try to access or search for in the Platform, the Services, or the contents thereof, or download the contents of the Platform or the Services by using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or similar), which are not the software and/or search engines provided by Runa HR or other third-party web explorers generally available;
• Access the Services with the purpose of monitoring their availability, yield, or functionality, or for any other comparative assessment measure (benchmarking) with competitive purposes;
• Send any kind of advertising or promotional material, or non-requested or non-authorized e-mails, non-desired e-mails, Spam, chains of letters or other promotion forms through the Platform or the Services;
• Use any meta tag or any other text or hidden metadata, using a Runa HR trade brand, logo, URL, or product name, without its express written consent;
• Use the Platform, the Services, or the contents, or any part thereof, (i) for any purpose other than Client’s internal operation, or (ii) for the benefit of a third party, or in any way not allowed herein;
• Forge any TCP/IP package heading, or any part of the information of the heading in any e-mail publication, or group of news, or using the Platform, the Services, or the contents thereof in any way to send information with altered, misleading or false origin information;
• Try to decipher, decompile, disassemble, perform reverse engineering or attempt to derive the source code, underlying ideas or algorithms of any of the programs used to make the Platform or the Services, or the contents thereof, available thereto;
• Modify, translate or create works resulting from any part of the Platform or the Services, which are not Client’s own contents;
• Interfere with, or try to interfere with, the access of any Client, host or network, or use any device, software or routine that intends to damage, intercept surreptitiously, or expropriate any system, data or communication, including, among others, by sending a virus, overloading, flooding, sending Spam, or bombing by e-mail the Platform of the Services;
• Collect, either from, or in the Platform or the Services, any personal identification information, or protected information from other Clients without their express authorization;
• Supplant or forge Client’s relation with any person or entity;
• Participate in fraudulent, misleading or illegal practices or activities, or use the Services to support directly or Indirectly said practices or activities; and
• Encourage, assist or allow any other person to perform any of the previous acts.

VIII. Term and Termination

The provisions of these General Terms and Conditions shall continue indefinitely. Without prejudice to the above:

• These General Terms and Conditions shall be valid as long as the provision of any Service lasts, and until each and every one of the obligations provided for such Service have been met; Runa HR may, at any time, (i) suspend, block, refuse or disable an Account, access to the Platform or certain Service, or (ii) per Client’s request, suspend or limit the capacity of any User or Account Administrator to use any specific function in any Service.
• Runa HR may at any time (i) suspend, block, deny or disable an Account, access to the Platform or a particular Service, or (ii) at the request of the Client, suspend or limit the ability of any User or Account Administrator to use any particular function of any Service.
• Likewise, Runa HR may at any time terminate early the provision of any Service, or suspend or limit the provision of any Service, by means of written notice given at least 30 (thirty) calendar days in advance to the Client, in the event that, in Runa HR’s opinion, (a) the Client, directly or through any Account Administrator or User, fails to comply with any of its obligations under these General Terms and Conditions (including late payment of fees for the Services and such failure has not been remedied within the following 5 (five) calendar days), (b) the Client, directly or through any Account Administrator or User, uses (or in Runa HR’s opinion, may use) the Platform or the Services for the purpose of carrying out fraudulent, illicit or unlawful acts or in such a way as to falsify the information or controls established on the Platform, (c) Runa HR is aware of the Client’s bankruptcy or insolvency, or (d) Runa HR is unable to verify any information provided by the Client.
• Additionally, even if Runa HR strives to backup many types of businesses and organizations, on certain occasions, in case that, at Runa HR’s sole opinion, it may not process the payroll of a specific Client, Runa HR may terminate early and immediately the provision of any service, through written notice to Client.

The Client may terminate Service provision at any time, through thirty (30)-calendar-day written notice to the Runa HR support team, in which case, prior to such termination, it must pay any pending amount to Runa HR’s benefit. Runa HR shall not be responsible at all for expenses, costs, losses, damages, penalties or liabilities resulting from, or related to the termination of the Agreement. After termination of the Agreement, and without prejudice to Runa HR’s right to suspend, disable or block, fully or partially, access to any Account under these General Terms and Conditions, the Accounts may be accessed with a limited capacity to review or download the information that was available in the Account, regarding the Services that have already been provided, during a maximum term of thirty (30) calendar days after termination hereof. Also, Client agrees that, upon termination of these General Terms and Conditions, Runa HR may store the information that has been provided or entered by Client, under these General Terms and Conditions, and subject to the confidentiality obligations detailed herein. Notwithstanding, the termination of these General Terms and Conditions, the obligations established in the Limitation of Liability and Compensation Sections shall survive during a five (5)-year period after termination thereof.

IX. Privacy

Collection and use of the personal data that originate from the relation with the Services or Third-Party Services, shall be governed as established in Runa HR’s Privacy Policy in compliance with the provisions of the Federal Law for the Protection of Personal Data in Possession of Private Parties, its Regulations, and other applicable provisions.

X. Consent to receive SMS/MMS/WhatsApp Messages

User or the Account Administrator, by providing its cell phone number, agrees that Runa HR may send messages through the short-message system (“SMS”), Multimedia Message Service (“MMS”), or WhatsApp messages, about the activity in their relevant Account, and service updates, as well as SMS or MMS messages requesting feedback from User, regarding the Services, and its experience while interacting with the Runa HR customer service team, regarding which it is possible that standard message and data fees may apply. Also, except if User or Account Administrator state otherwise, Runa HR may send SMS or MSM marketing or automatic dialing messages. In case that User or the Account Administrator do not wish to receive SMS or MMS message, he/she must inform Runa HR under the terms stated herein.

XI. Updates, System Failures, Third-Party Sites and Force Majeure

From time to time, Runa HR may perform scheduled or emergency maintenance of the Platform, with or without prior notice to Client; therefore, during such maintenance periods the Platform may not be accessible or available, without any responsibility for Runa HR. Runa HR is not responsible towards Client directly, or towards any Account Administrator or User, for any damage, lost profits or losses that could be caused due to failures in the Platform, the Server, or the Internet. Runa HR shall not be responsible either for any virus that could infect Client’s equipment, as consequence of access or use of the Platform, or due to any transfer of data, files, images, texts or audios, contained therein. Client may not demand any responsibility from Runa HR, or demand payment in any amount, due to damages, lost profits or losses resulting from technical difficulties or failures of the Platform or the Internet. Runa HR does not guarantee access and continued or uninterrupted use of the Platform, because it may not be available eventually, due to technical difficulties, Internet failures or any other cause foreign to Runa HR; in such cases, it shall try to reestablish it as soon as possible, without any responsibility for Runa HR. Also, since the Platform depends on products and services from external technology providers, such as programming interfaces and web hosting services, Runa HR does not guarantee, or is responsible for changes in any of these external providers that could adversely affect the Platform. Also, Runa HR shall not be responsible for delays or breach resulting from unforeseeable events or Force Majeure, such as acts of God, wars, terrorist acts, pandemics, general riots, fire, earthquakes, floods, general power outages, strikes, adverse weather conditions, acts of computer pirates, acts of Internet service Providers. The Platform may contain advertising and/or links to third-party websites. In such cases, Runa HR shall not be responsible in any way for the contents, products, services, advertisements, or any other information that may be provided by or through such sites or advertising, or for their privacy policies, or compliance with applicable legal provisions.

XII. Limited Responsibility

The use of or access to the Platform, hiring the Services by Client is at its own risk; therefore, under no circumstances shall it be understood that Runa HR provides any type or legal, tax, financial, accounting or labor consulting, or any other type of professional consulting. Any information of such nature provided by Runa HR through the Platform is only with information purposes, and it shall not be interpreted as professional consulting. To the fullest extent allowed by applicable legislation, the Platform and the Services are provided “as is”, without any additional guarantee of any type to what has been expressly established in the Platform or the Services, as applicable, by Runa HR. In case that any damage, impairment, loss or lost profits are caused due to a delay in the delivery, an error, inaccuracy or misrepresentation, either directly or indirectly, in the information (or modification to the information), that has been provided directly or indirectly by Client, Runa HR shall not be responsible therefor, including without limitation any claim, lawsuit, notice, summons, instruction, order, action, litigation or proceeding, resulting from, or related in any way to, directly or Indirectly, said damage, impairment, loss or lost profits.

UNDER NO CIRCUMSTANCES Runa HR’S FULL RESPONSIBILITY FOR ANY CLAIM NOT PREVIOUSLY EXCLUDED, AND WHICH RESULTS FROM OR IS RELATED TO THIS AGREEMENT, INCLUDING THOSE RELATED TO ALLOWED CONSEQUENTIAL OR INDIRECT DAMAGES, OR TO THE USE OR INABILITY TO USE THE PLATFORM OR THE SERVICES, SHALL EXCEED THE AMOUNTS THAT CLIENT HAS PAID TO Runa HR FOR THE USE OF THE PLATFORM, OR THE SERVICES, DURING A SIX (6)-MONTH PERIOD PRIOR TO THE CAUSES THAT GENERATE THE RELEVANT CLAIM. EXCLUSIONS AND LIMITATIONS OF DAMAGES AND LOST PROFITS ESTABLISHED HEREIN ARE PART OF THE REASON DETERMINING Runa HR’S WISH FOR THE EXECUTION OF THE AGREEMENT WITH CLIENT.

XIII. Indemnification

Client agrees and undertakes to compensate Runa HR and hold it harmless (including, but not limited to, its relevant shareholders, senior executives, managers, officers, representatives, agents and employees) (the “Indemnified Parties” from any claim, controversy, lawsuit, trial, responsibility, sanction, fine, damage, loss, expense or cost (together, the “Claims”), that may be filed against it, due to or related to

• (i) access or use of the Platform or the Services by any of its Account Administrators or Users,
• (ii) the use of the Account (including any wilful, fraudulent or illegal act,
• (iii) a delay in the delivery, error, inaccuracy or misrepresentation, either directly or indirectly, in the information (or modifications to the information that has been provided by Client, directly or through any Account Administrator or User,
• (iv) the violation or alleged violation of any of Runa HR’s or third-party’s intellectual property rights,
• (v) non-compliance with or violation of any law, rules or regulations applicable to the Indemnified Parties or to Client, directly or through any Account Administrator or User (including labor and social security, applicable to Client), or
• (vi) any breach of the General Terms and Conditions or the Specific Service Terms, or of any of Runa HR’s policies by Client, directly or through any Account Administrator or User.

Due to the above, Client agrees to compensate and exempt from any responsibility the Indemnified Parties for any Claim, undertaking to compensate Runa HR for any amount it may disburse due to such concepts (including any costs and legal and accounting fees). In case that Client, directly or through any User or Account Administrator, is aware of any Claim against any of the Indemnified Parties (or which could reasonably be filed against any of the Indemnified Parties) shall immediately inform Runa HR in writing about it and shall take all the necessary or convenient measures to mitigate any Claim against the Indemnified Parties. The foregoing in the understanding that such notice shall not exempt Client from its compensation obligations as established in these General Terms and Conditions.

XIV. Commercial Relationship

No provision contemplated in these General Terms and Conditions establishes in any way any type of company, association, commercial commission, or labor relation between Runa HR and Client, the Account Administrator or User.

XV. Intellectual Property

The Platform and all the rights related thereto are the exclusive property of Runa HR. As part of the Service provision, Runa HR grants Client a non-exclusive, personal, and non-transferable license over its Platform, regarding the use allowed thereby by Client, in accordance with the Specific Service Terms and these General Terms and Conditions. Without prejudice to the above, no provision stated herein, or the use of the Platform, grant or transfer any additional copyright or industrial property right over, or related to, the Platform. Any template, document, or material that Runa HR provides to Client, through the Services, shall be Runa HR’s exclusive property. Client agrees not to remove, alter or hide any of Runa HR’s industrial property rights or copyright. Also, Client shall not use the Platform in any way that is inconsistent with the General Terms and Conditions, or the Specific Service Terms (including granting sub-licenses, or the use by third parties, other than Client’s Account Administrators or Users) Information provided, delivered or published through the Platform shall be considered Client’s property; therefore, Client states and guarantees that it is the holder of all the information that shall be provided or delivered to, or published through the Platform or, if applicable, that it has all the necessary rights and authorizations to provide, deliver or publish such information. In general, Client may remove the information that it provided in the Platform (unless such information is necessary for the provision of the Service, or if indicated in any other way in the Platform). Notwithstanding the foregoing, in certain cases, it is possible that Client’s information shall continue existing in the Platform. Runa HR is not responsible for the removal or deletion (or the lack of removal or deletion) of any of Client’s contents; Runa HR shall also be entitled, at all times, and without prior notices, to remove from the Platform any of Client’s contents, if it considers that they breach this Agreement or applicable legislation. Client, by providing, delivering or publishing information to Runa HR through the Platform, grants Runa HR a non-exclusive, indefinite, transferable, sub-licensable, worldwide and royalty free license to use, copy, modify, create derived works, show publicly, perform publicly and distribute said information, regarding the operation and provision of the Services and the Platform, stating Client that it has all the necessary rights and authorizations to grant said license.

Any comment, feedback or suggestion (including any type of survey regarding Client’s, or its Account Administrators’ or Users’ experience (the “Feedback”) that Client may provide regarding the Platform or the Services, or in order to improve them, shall be provided in a fully voluntary way, and Runa HR shall be free to use, disclose, reproduce, or distribute in any way, and exploit such Feedback as it deems convenient, without any type of restriction.

XVI. Confidentiality

All the information related to the information provided by Client shall be treated as confidential information, and may not be disclosed without Client’s consent, except to Runa HR’s officers, employees, representatives or consultants that need to know the information to comply with their obligations according to these General Terms and Conditions, and to Runa HR’s Partners. Notwithstanding the foregoing, Runa HR may disclose the information, according to government, administrative or judicial requirements to which it is subject, prior notice to Client and, provided that disclosing said information is mandatory for Runa HR, in accordance with applicable law, or an order from an authority. This confidentiality obligation shall have a term that shall end twelve (12) months after the termination date of these General Terms and Conditions, and it shall not stop due to expiration, suspension, termination or rescission of these General Terms and Conditions.

Runa HR is not bound, but has the right, to monitor the access to and use by Client, and its relevant Account Administrators and Users, of the Platform and Services, for the operation purposes thereof, and to investigate conducts that it considers that could affect the Platform or the Services, excluding possible breaches of this Agreement or the applicable law.

XVII. Modifications or amendments

Runa HR may amend the General Terms and Conditions at any time, without the need to notify Client previously. Without prejudice to the above, Runa HR may publish the updates or amendments to the General Terms and Conditions in the Platform, in the understanding that the sole use of the Platform implies express acceptance by Client of any updates or amendments to the General Terms and Conditions.

XVIII. Headings

Client acknowledges that the headings of each one of the clauses of these General Terms and Conditions are only for reference purposes and shall not affect the meaning or interpretation thereof.

XIX. Independence of clauses, full Agreement and assignments

This Agreement and the Specific Service Terms executed by and between Client and Runa HR are the full agreement between Runa HR and Client, regarding the Platform and the Services; therefore, they replace all prior verbal or written understandings, communications and agreements. In case that any part of this Agreement is considered unenforceable or invalid, said section or clause shall be removed, without affecting the rest of the Agreement; therefore, the rest of the terms shall be valid and enforceable.

Client may not assign this Agreement, or any rights or obligations resulting from the Services, without prior written consent from Runa HR. Runa HR may freely assign or transfer the Agreement by giving written notice to Client. The provisions hereof shall result to the benefit of and shall be binding for the Parties that participate herein, as well as for their relevant allowed heirs, successors and assignees.

XX. Addresses and notices

Runa HR information

Address: Jaime Balmes 11, Torre A Piso 1, Oficina 10, Polanco Seccion I, Miguel Hidalgo, CDMX, 11510

General email: info@runahr.com

Runa HR’s support and activation team e-mail: ayuda@runahr.com

Client information

Client’s address shall be the one detailed in the Specific Service Terms. Any notice or other communications issued by Runa HR under this Agreement, including those related to amendments to the Agreement, shall be delivered: (i) by e-mail, or (ii) by publishing them on the Platform.

XXI. Applicable law and arbitration

These General Terms and Conditions and the Specific Service Terms shall be governed and interpreted according to the laws of Mexico City, United Mexican States. Any disagreements resulting from these General Terms and Conditions and the Specific Service Terms, including breach, resolution or nullity, shall be finally resolved according to the Arbitration Rules of the Mexican Arbitration Center (CAM), by a single arbitrator appointed as provided in said Rules. The arbitration site shall be Mexico City and the language shall be Spanish.