TERMS AND CONDITIONS OF THE CONTENT PROVIDER AGREEMENT

These Terms and Conditions of the Content Provider are intended to make the contracting parties aware of the other clauses under which the Contract signed between the previously specified parties will be governed.

Any version of this agreement in a language other than Spanish is provided as a convenience, and the Content Provider understands and agrees that the Spanish language will prevail in the event of a conflict.

1. Definitions and interpretation

1. Definitions:

1. Content means all Content submitted by the Content Provider (including Digital Content) to UBITS for inclusion in UBITS LEARNING.

2. Content Provider means to UBITS according to these terms and conditions, who agreed by signing the AGREEMENT.

3. Digital Content means a course, video, podcast, e-Book, Digital Content, or other resource provided by the Content Provider to instruct, educate, learn and/or mentor a specific user of UBITS LEARNING.

4. Current Exchange Rate means a system-wide rate used by UBITS for foreign currency conversion and does not include any UBITS fees or markups. The fee is established using one or more third parties and is fixed periodically. Therefore, it may differ from the market currency exchange rates at any time.

5. UBITS means UBITS LEARNING SOLUTIONS, S.A.S., identified with NIT 900.850.957-4, with residential address at Calle 106 No. 53 - 39, Office 701, Bogotá D.C., and UBITS LEARNING SOLUTIONS MÉXICO S.A.P.I. de C.V., identified with RFC ULS180525K30, with residential address at Montes Urales 455, Floor 1-69, Lomas de Chapultepec, II Section, Miguel Hidalgo, Zip Code 11000, Mexico City, Mexico, and any company belonging to its economic group

6. Party means UBITS or the Content Provider individually identified.

7. Personal Information means information about an identified or reasonably identifiable individual.

8. Privacy Laws means all codes, regulations, statutes, ordinances, or subordinate laws in force at any time related to the protection of Personal Information, privacy, or data protection, including Law 1581 of 2012, Law 1266 of 2008, and any complementary law and/or substitute regulations

9. Privacy Policy means the privacy policy of UBITS is available at https://www.ubits.com/politica-tratamiento-de-datos

10. Services means the services provided by UBITS through its online training platform and website, including, but not limited to, the marketing, promotion, facilitation, and hosting of Digital Content and supporting materials.

11. The concept of Term will mean the validity of this alliance, which will be for two years from the date on which THE PARTNER signs this Agreement through its legal representative. Once the Term has ended, it will be automatically renewed for equal periods until notification by one of the parties, under what is specified in section 15 for the termination of this Agreement.

12. Users mean all customers, students, and other users of the UBITS LEARNING platform.

2. Agreement

1. This Agreement is between UBITS and the Content Provider. However, the parties agree that the payments to be made because of this legal action may be executed by any company in the UBITS economic group in compliance with its contractual obligations and shall be understood to be made by UBITS.Therefore, the Content Provider will invoice the amount to be collected from the company indicated by UBITS.

3. Data and Privacy

1. The only information a Content Provider will receive about Users is that provided to the Content Provider through the Services (User Related Data). Content Provider understands and agrees that it will indemnify UBITS for any losses, claims, expenses, and damages arising out of the Content Provider's use of any User-Related Information.

2. UBITS may use any aggregated data or Personal Information collected under the UBITS Privacy Policy, and the Content Provider agrees that UBITS may include terms and conditions on its website and platform to reflect the same. The Content Provider must inform UBITS if any Personal Information or aggregated data (other than Personal Information) is to be collected during the term of this Agreement and in connection with the Content. UBITS could agree that the Content Provider may possess or use any Aggregated Data or Personal Information, and the Content Provider warrants that it will comply with all Privacy Laws with the use and storage of any Personal Information to the same standard as outlined in the UBITS Privacy Policy.

3. Each party must comply with all Applicable Privacy Laws and the Privacy Policy concerning Personal Information it collects, uses, discloses, stores, transfers, or handles for this Agreement.

4. Concerning Personal Information collected by the Content Provider as a result of the parties' activities under this Agreement, the Content Provider shall:

1. Not to use, disclose, store, transfer, or handle the information except under the Privacy Laws and the UBITS Privacy Policy;

2. Take all steps to ensure that information is protected against misuse, loss, unauthorized access, modification, or disclosure;

3. Use or disclose the information only for a purpose related to this Agreement or as otherwise permitted by law; and 

4. Cooperate with any reasonable request or order from UBITS to you relating to protecting this information.

4. Obligations

1. The Content Provider represents, warrants, and agrees that:

1. Is responsible for all Content;

2. Must provide, upon UBITS's reasonable written request, product and sales literature and marketing materials to UBITS for the promotion and sale of the Digital Content;

3. Must deliver the Digital Content to UBITS either through a) SCORM; b) TinCan/xAPI; or c) otherwise, such as an API integration as agreed between UBITS and the Content Provider. Content Provider will provide technical support to UBITS, as reasonably requested and required, and will use reasonable commercial efforts to ensure a quality end-user experience to ensure that a UBITS customer can consume the Content through the UBITS Website and that client completion records can be automatically tracked by the client in the UBITS system;

4. Owns or has the necessary licenses, rights, consents, and permissions, and the authority to authorize UBITS to reproduce, distribute, publicly perform (including using digital audio transmission), publicly display, communicate to the public, promote, market, and use and otherwise exploit any of the Content on and through the Services in the manner contemplated in this Agreement;

5. No Content will infringe or misappropriate any intellectual property right of any third party;

6. Has the required qualifications, credentials, and experience, including without limitation education, training, knowledge, and skill sets, to deliver the services you offer in your Digital Content through the Services;
7. Will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, inaccurate, infringing, defamatory, or libelous Content or information;

8. Will not upload, post, or transmit unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation (commercial or otherwise) through the Services or to any User;

9. Will not engage in any activity that requires UBITS to license or pay royalties to third parties, including, by way of example, and without limitation, the payment of royalties for the public performance of any musical work or sound recordings;

10. Will not impersonate another person or gain unauthorized access to another person's Account;

11. Will not introduce any virus, worm, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or operation of the same; scraping, scratching, using a robot or other automated means of any kind to access the Services.

12. Will not interfere with or prevent other content providers from providing their services or Digital Content;

13. Will keep accurate information;

14. Will not place advertisements (whether directly or indirectly) on behalf of third-party advertisers (whether as agents or otherwise) concerning the Content.

5. Content

1. UBITS reserves the right to refuse or remove any Content, whether or not displayed, for any reason in its sole discretion, including, without limitation, Content that, in UBITS's reasonable opinion, is misleading, offensive, false, indecent, obscene, threatening, discriminatory, harassing, infringing on confidentiality, defamatory, libelous or objectionable or if the Content may violate any law, regulation, advertising standard or code of conduct, or if it otherwise violates this Agreement.

6. Authorization for UBITS regarding the Content provided
   
   1. With this agreement, the Content Provider grants UBITS and/or any third party that this company considers relevant, for the term of validity of this legal act, an authorization to reproduce, use, distribute, publish, offer, market, use and exploit the Content without any territorial limitation, and includes its distribution in any analog or digital medium, including, without limitation, publications on the internet, social networks and digital platforms, software, applications, and other analog or technological developments, by the conditions established in this document.

2. For clarity, the authorization above granted to UBITS in clause 6.1 may be used under this Agreement by:

1. UBITS;

2. Any of the legal entities related to UBITS; and

3. Any company in the UBITS group of companies is owned by at least 50% of any company in the UBITS group of companies.

4. The Content Provider agrees that, notwithstanding the expiration or termination of this Agreement, it will continue to provide access to the Digital Content to any User or customer for whom UBITS has a continuing obligation to provide the Digital Content on the date of termination or expiration ( including, but not limited to, for as long as any User remains enrolled in UBITS MAX or for as long as UBITS has agreed to provide the Content to its customers or partners).

5. The Content Provider expressly authorizes UBITS to use and distribute the Content delivered, free of charge, in the demonstrations (demos) of the product that UBITS executes with different third parties to subscribe to the commercialization of the Content granted.

6. The Content Provider expressly authorizes UBITS to use its name, image and/or its intellectual property (both industrial property and copyright) to prepare offers, deliveries, marketing, promotions, demonstrations, and sales of the Contents granted.

6. Service Level Agreement

1. If the Content Provider hosts the Digital Content, the Content Provider will ensure that the Content is available 99% of the time for thirty consecutive days during the Term (Service Availability).

2. If the Content Provider is unable to comply with Clause 7.1, the Net Amount Payable in respect of that thirty-day period will be reduced as follows:

Monthly availability of the content provider

Reduction in the payment in the revenue share of the partner for that month

99.95%

NA

Between 99.95% and 99%

5%

Between 98.99% and 95%

10%

Between 94.99% and 75%

15%

Below 74.99 100%

100%

3. The occurrence of any of the following events will constitute an exception to the Content Provider's obligation to comply with Service Availability and will be considered permitted downtime:

1. Scheduled downtime (with a maximum of 1 day in any 90 days), where the Content Provider has provided UBITS with reasonable advance notice for any non-emergency change in format, Content, or method delivery of the Content; either

2. An interruption, slowdown, failure, or delay caused by an act of God or force majeure, or any other event that is beyond the control of the Content Provider, including, without limitation, acts of any government in its sovereign capacity or contractual, terrorist acts, fires, floods, blizzards, earthquakes, epidemics, quarantine restrictions, wars, riots, rebellions, insurrections or civil disturbances, strikes or other work stoppages, Internet viruses, hacker attacks such as denial of service and general internet blackouts, blackouts and slowdowns.

7. Restricted Persons and Source of Income

1. The Content Provider warrants that it is not a Restricted Person. For purposes of this Agreement, the Content Provider is a Restricted Person if the Content Provider or any officer, director, or majority shareholder of the entity on behalf of which the Content Provider is using the Services is (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which US persons are prohibited from transacting, as determined from time to time by the US Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the US Department of Treasury; (3) listed on the US Department of Commerce Denied Person List or Entity List; (4) Has engaged in nuclear, missile, chemical, or biological weapons activities; or (5) owns, controls, or acts on behalf of a Restricted Person. in the case the Content Provider becomes a Restricted Person during the term of this Agreement. In that case, the Content Provider shall notify UBITS within twenty-four (24) hours, and UBITS shall have the right to terminate any further obligation to Content Provider, with immediate effect and with no further liability to the Content Provider, but without prejudice to the Content Provider's outstanding obligations to UBITS.

2. The parties declare that their income does not come from illegal activities and that their associates, administrators, workers, representatives, clients, and suppliers do not have negative records on national or international lists for the prevention of money laundering or lists of financing of terrorism, drug trafficking, money illegal -collection- or, in general, any unlawful activity. Likewise, the parties state that the income generated by the execution of this Contract will not be used for any of the activities described above. Consequently, the inclusion of any of the parties, their associates, administrators, workers, or representatives in the lists of the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury or the lists of any local authority, foreign or international on persons suspected of having engaged in any of the activities described in this paragraph will cause the termination of this Agreement. The parties reciprocally authorize each other to be consulted in any of the lists, information systems, and databases, and likewise, they are obliged to carry out all the activities they deem necessary to ensure that their associates, administrators, clients, suppliers, workers, representatives and, in general, the people with whom it is related, and their Digital Content, are not associated with or come from illegal activities. If the information declared by any of the parties in this clause is inaccurate, it will be obliged to respond to the affected party for all damages and/or losses that it could cause.

7. Guarantees and compensation

1. The Content Provider warrants that no Content is misleading, offensive, false, indecent, obscene, threatening, discriminatory, harassing, breaching trust, defamatory, libelous, or otherwise objectionable.

2. The Content Provider releases UBITS and its employees, officers, agents and representatives from any claim or liability arising out of or in connection with any breach of the foregoing warranty or in connection with this Agreement, including, without limitation, from and against all claims and demands, arising from any loss suffered or expenses incurred (including indirect and consequential) or from any damage or harm to property or persons caused or contributed to by the provision of the License or the Content by the Content Provider.

3. The Content Provider releases UBITS and its Related Corporate Entities from any liability arising out of or in connection with the Content, including any liability for infringement of third party intellectual property and all claims or legal actions made against UBITS with respect to the Content provided to UBITS by the Content Provider. Such indemnification includes the legal and other professional costs of infringement and defense of claims. The Content Provider (Indemnifying Party) agrees at all times to indemnify (and hold indemnified) UBITS (Indemnified Party) and the Indemnified Party's directors, officers and employees and each of them from any loss, claim, liability, injury, damages, costs and expenses (including reasonable legal costs and expenses) in connection with any action, suit, claim, demand or proceeding made by any person, against any of those indemnified under this clause as a result of any breach of any term of this Agreement by the Indemnifying Party or arising out of any negligence, breach of legal duty, or willful, tortious, or tortious act or omission of the Indemnifying Party.

4. The entire liability of UBITS for loss or damage suffered or incurred by the Content Provider in connection with this Agreement during any twelve (12) month period from the date of this Agreement or any twelve (12) month anniversary of that is limited to the amounts paid by UBITS to the Content Provider under this Agreement during the applicable twelve (12) month period.

8. Intellectual property rights

1. UBITS acknowledges that the intellectual property rights concerning the content are owned by the content provider and/or its licensors.

8. Percentage Share of Revenue Recognized UBITS MAX Content Providers

1. The percentage of monthly revenue recognition by UBITS MAX, as established in the contract, will be distributed among the UBITS MAX Content Providers. The revenue distribution among Content providers will be calculated based on the following formula:

(Y*X)*(A/B) = R

Y = Monthly recognized income from (UBITS MAX.

X = Percentage of participation to be distributed among the different Content Providers.

A = Consumption time in minutes of the Partner's Content.

B = Total consumption time in minutes of all the contents that are part of the UBITS MAX program, with which the percentage established in the term sheet of the recognized monthly income for UBITS MAX  will be distributed.

R = The value of the recognized income (revenue share) that will be paid to the content provider after deducting taxes and administrative expenses (bank transfer costs).

2. The Content Provider agrees to charge UBITS only for its Content and not for downloadable PDF files or other Content and services (such as providing a link to a third-party service to sell downloadable PDF files).

3. The Content Provider grants UBITS permission to share its Content and information about the Content Provider with UBITS employees and selected partners, for which the Content Provider will not receive compensation. In this sense, the Content Provider authorizes UBITS to offer its clients and users trial access to UBITS MAX, where they can use its contents for a trial period to obtain the sale of this product. The maximum time of the free trial time for the client and its users may be at most 20 calendar days, and the Content Provider accepts that during this term, it will not receive any financial compensation for the consumption of its contents.

9. Report of income and payments

1. On a quarterly and semi-annual basis, UBITS will provide the Content Provider with a report of recognized revenue, which will include the following information:

1. Quarterly report

1. The total minutes consumed of your content.
2. The value of the recognized income that will be paid according to the consumption of minutes of its contents.

2. Semi-annual report

1. The value of the recognized income that will be paid after deductions of tax and administrative expenses (bank transfer costs).

2. The total minutes consumed of your content.

3. Once UBITS sends the semi-annual report Report, the Content Provider must send an invoice with the amount receivable agreed upon by the parties. This invoice will be paid within 45 calendar days from its filing.The semi-annual cuts will be made in December and June. Reports will be sent the first 20 days of the following month.

9. Exclusion of liability and settlement of disputes

1. UBITS' liability to its customers for breach of any implied warranty or condition that cannot be excluded is limited, at UBITS's option, to:

1. The replenishment of the relevant goods or services;
2. The cost of replenishment of the relevant goods or services; either
3. Any amounts paid by the Client to UBITS in respect of the relevant goods or services.

2. UBITS does not exclude any rights or remedies available to the Content Provider under Colombian Law that cannot be excluded or restricted.

3. The celebration, execution, interpretation, fulfillment, or liquidation of this Agreement will be resolved by DIRECT AGREEMENT. Thirty (30) days after one of the parties notified the other of the differences or controversies, no settlement has been reached on them. In this case, they will submit to alternative methods of conflict resolution following the following criteria:

1. There will be a CONCILIATION stage. The conciliation stage will be governed by the procedures and rules of the Arbitration and Conciliation Center of the Bogotá Chamber of Commerce, where it will take place. The parties will designate the conciliator by mutual Agreement from a list of conciliators from the Arbitration and Conciliation Center of the Chamber of Commerce of Bogotá. If the designation of the conciliator is not achieved, its selection will be submitted by mutual Agreement to the Arbitration and Conciliation Center of the Chamber of Commerce of Bogotá. A maximum of two conciliation hearings will be held convened by the conciliator at the request of either party within a period not exceeding two months. In case of the non-appearance of any of the parties to the abovementioned conciliation, this hearing will be understood as exhausted. The convening party will assume the costs and other expenses of the conciliation stage.

2. If the conciliation stage is exhausted without resolving the differences and controversies that have arisen, or the scheduled hearings are finished, they will be resolved by an ARBITRATION COURT that will decide in Law. The parties will designate the arbitrators by mutual Agreement, and their number will be determined based on the number of claims and the procedural legislation in force at the time of the call. In the absence of an Agreement on the appointment of arbitrators, their position will be subject to the criteria of the Center for Arbitration and Conciliation of the Chamber of Commerce of Bogotá. Its regime, rates, and procedures will be those established by the Chamber of Commerce of Bogotá D.C. The costs and other expenses will be assumed by the party that is not favored.

10. Taxes

1. If the sale or delivery of any Content to any User is subject to any VAT, according to the applicable Law, UBITS will collect and remit VAT to the competent tax authorities for the consumption of such Content by Users. Accordingly, UBITS may, at its sole discretion, increase the Sales Price where UBITS considers that VAT may be due, and UBITS will be responsible for accounting for it.

2. The taxes of the national, district, and municipal order that are caused on the occasion of the celebration, execution, and settlement of this contract will be the responsibility of whoever, by the laws, departmental ordinances, and Colombian municipal agreements in force, is considered a passive subject or responsible for the respective obligation.

3. Strict compliance with the formal duties associated with the taxes arising from the execution of this contract and the practice of applicable withholdings will be the party's responsibility that is obligated as provided for in the laws, departmental ordinances, and agreements of current Colombian municipal regulations. Withholdings at the source will be the responsibility of the beneficiary. If, under the applicable law, the payer must make withholdings at source, these will be deducted from the agreed sums, from which the corresponding withholding certificate will be issued, which will be declared and recorded in favor of the tax authority. The Parties undertake to provide the information and supporting documentation that is necessary for the correct determination of their tax obligations.

10. Term and Termination

1. This Contract will remain in force during the term of the contract specified in numeral 1.1.11, unless it is terminated according to the terms of this contract.

2. UBITS may terminate this Agreement upon 5 days prior written notice to the Content Provider when:

1. By unilateral decision if so decided by UBITS. In this case, the Parties will sign the corresponding act of early settlement of this contract, and the content provider will be entitled to pay remuneration in proportion to the execution of the contractual object until the termination date.

2. The Content Provider has breached a provision of this Agreement that can be rectified and does not rectify the breach within ten (10) business days after the party's written notice;

3. The Content Provider has committed a breach of this Agreement that cannot be rectified; either
4. A controlling interest in the Content Provider passes or is likely to give to any other company or person.

3. This Agreement may be terminated immediately by either party when:

1. Any fact, matter, or circumstance represented or guaranteed by the other party that is or turns out to be false, misleading, or inaccurate when made;
2. The other part is declared in liquidation;

11. Modifications to these Content Provider Terms

1. From time to time, UBITS may update this Agreement to clarify its practices or to reflect new or different practices, such as when UBITS adds new features, and UBITS reserves the right to modify and/or make changes to this Agreement at any time. If UBITS makes any material changes, UBITS will notify the Content Provider using prominent means, such as an email notice sent to the email address specified on the first page of this Agreement. Other modifications will take effect on the day of their publication unless otherwise indicated. If Content Provider continues to use the Services after the effective date of any changes, such access and/or use will be deemed acceptance of and Agreement to follow and be bound by this modified Agreement.

11. General

1. UBITS may assign or transfer this Agreement or any of its rights or obligations under this Agreement.
2. Content Provider may not assign, transfer or otherwise deal with its rights and obligations under this Agreement without the written consent of UBITS.

3. This Agreement and all information provided by UBITS to the Content Provider in connection with the finances and affairs of UBITS, advertising space(s), contracts, pricing, business practices, and any other information that UBITS designates as confidential or that should reasonably be considered confidential is secret. The Content Provider will treat it as such and will not disclose it, or part of it, to any third party without the prior written consent of UBITS.

4. This Agreement sets forth the entire Agreement between the parties and supersedes all prior agreements, understandings, and negotiations on that subject other than those set forth herein.

5. The Content Provider must comply with all the terms of this Agreement and with any additional instructions, special conditions, guidelines, or content and/or product specifications recommended by UBITS.

6. NO COMPETITION. Content Provider agrees that it is familiar with the trade secrets and other confidential information related to UBITS. Content Provider further acknowledges and agrees that UBITS trade secrets include information that derives independent economic value, actual or potential, unknown and cannot be readily discovered by others who may derive economic value from its disclosure or use and that such trade secrets are the subject of efforts made by UBITS that are reasonable in the circumstances to maintain their secrecy. Content Provider acknowledges and agrees that UBITS will suffer irreparable harm if Content Provider were to provide services directly or indirectly to any person or entity competing with UBITS in the Business and that such direct or indirect competition would cause a loss of good faith from UBITS. Therefore, during the term of this contract, the Content Provider accepts that it will not provide, produce, or market services with competitors of UBITS, that is, by way of example and not as an exhaustive list, the following actors: Platzi, Domestika, Coursera, BUK, Pluralsight, Skillshare, LinkedIn Learning, Tutsplus, Tutpad, Udacity, Tutellus, Tareasplus, Eduk, Descomplica, Netzun, Crehana, Creativelive, Clase Popular, Acámica, Codeschool, Future Learn, Codeacademy, Coder House, Digital House, UNIQSKILLS , Red21, The Power MBA, EdX, Interaction Design Foundation, Springboard, LearnUX. If this agreement is not complied with, the Content Provider will immediately stop receiving its remuneration and will be responsible for any damages caused to UBITS due to non-compliance with this term.

7. The parties agree that this Agreement will be governed by Colombian law and agree to submit to the jurisdiction of Bogotá D.C., Colombia.

8. This Agreement will not be binding on either party until the signature of their legal representative has accepted it.

9. If the Content Provider transfers all or part of its business, the Content Provider will do so on the basis that, subject to the UBITS agreement at that time, the Content Provider will bind the transferee to the terms and conditions of this Agreement. as part of the transfer.

10. This Agreement is binding on the Content Provider, its Affiliates, their successors, and permitted assigns.

11. Any Notice may be delivered by mail or email and sent to a mailing address set forth on this Agreement's first page. The parties' notification data must be used unless the receiving party has previously informed the sending party in writing of a different postal or email address.

13. SOURCE OF INCOME AND COMPLIANCE WITH ANTI-MONEY LAUNDERING AND ANTI-TERRORISM FINANCING REGULATIONS.

The Parties declare under oath that the source of their income and other assets does not arise from illegal activities and that they are not included or listed in restricted entity lists or international sanction lists. They also declare that their activities and businesses do not constitute either category of money laundering (conversion or movement) and, consequently, agree to hold the other Party liable for any damages that may arise to it or to third parties associated with it in case of breach of this declaration. For all purposes, “money laundering” refers to the set of procedures used to change the nature of assets obtained illegally so that they appear to have been obtained from legitimate sources. These procedures include concealing the true origin and ownership of the funds.

18.1. By signing the contract, the Parties confirm that:

18.1.1. They comply with all general and specific regulations regarding Anti-Money Laundering and Anti-Terrorism Financing where applicable.

18.1.2. They possess mechanisms for preventing and controlling money laundering, customer knowledge, detecting and reporting suspicious operations, and controlling terrorism financing.

18.1.3. In all operations they conduct, they monitor the source of funds. Likewise, to carry out commercial transactions of any nature, they verify that the counterparty is not (a) included or listed in restricted entity lists or international sanction lists or (b) subject to precautionary measures on assets initiated in fraudulent or negligent processes against public administration or within processes for the extinction of domain.

18.1.4. They will indemnify and hold the other Party harmless from any fines, damages, or injuries suffered by the latter due to the former’s non-compliance with Anti-Money Laundering and Anti-Terrorism Financing measures or regulations.

18.1.5. Consequently, the inclusion of any of the Parties, their associates, managers, employees, or representatives in the lists of the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, or the lists of any local, foreign, or international authority regarding persons suspected of engaging in any of the activities described in the previous clause, will be just cause for termination of this contract.

18.1.6. The Parties authorize the consultation of any lists, information systems, and databases as necessary and agree to carry out all activities deemed necessary to ensure that their associates, managers, clients, suppliers, employees, representatives, and, in general, persons with whom they have relationships, and their resources, are not related to or derived from illegal activities. If any information declared by either Party in this clause is incorrect or inaccurate, they will be liable to the affected Party for all damages and/or losses that may arise.

18.1.7. The Parties declare that they are aware of and accept each other’s Anti-Corruption and Anti-Bribery Policies, as well as the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and applicable anti-corruption laws in Mexico, committing to strictly adhere to the provisions therein to avoid engaging in any conduct that could be considered bribery or corrupt in any manner. In particular, the Parties commit, in relation to transactions or relationships with the other Party or when acting on behalf of the other, if applicable, not to offer, pay, promise to pay, authorize payment, solicit, receive, or authorize the receipt of money or any gift or item of value, directly or indirectly, to government officials, government entities, or third parties with whom they have a commercial relationship, with the intention of influencing a decision, for the purpose of improperly obtaining or retaining business, directing business to any person, or obtaining any other undue advantage. Each Party must immediately inform the other of any suspicion of an attempted bribe or any conduct that violates the Policy or the anti-corruption and anti-bribery regulations.

18.1.8. The PARTIES will take all necessary measures to avoid any situation of conflict of interest arising from economic interests, contractual ties with other companies in the group, political or national affinities, family or personal connections, or any other shared interests that could compromise the impartial and objective execution of this contract. Any situation constituting a conflict of interest or that could lead to a conflict of interest during the execution of this contract must be immediately reported to the other PARTY via email at legal@ubits.co, without prejudice to the internal procedures that the PARTIES may have in place. In addition to the termination causes provided by law and in the contract, each PARTY may terminate this contract in the event of a breach of the rules established in the Policy of each of them or the anti-corruption regulations.

In addition to the termination causes provided by law and in the contract, each Party may terminate this contract if there is a breach of the rules established in the Policy of each of them or the anti-corruption regulations.

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