TERMS AND CONDITIONS APPLICABLE TO THE COMMERCIAL COMMISSION

These Terms and Conditions govern the Terms of this Commercial Commission, hereinafter the “ Terms ” entered into by Cuid Tech, SAPI de CV, hereinafter “ Cuid ”, on the one hand, and you, the natural or legal person, hereinafter the “ Broker ” and/or “ Partner ”, who will carry out the sale of the Cuid Products (term defined below). You, together with Cuid, will be referred to as the “ Parties ”.

 

I. Definitions.

For the sake of clarity, we will use defined terms. For the purposes of this Agreement, terms that appear in capital letters and that have not been defined differently in various sections of this document, will have the meaning attributed to them below:

 

  1. Activation : Refers to when the Partner enters the End User's email into the cuid partner platform.

 

  1. Commission : Refers to the compensation that will be paid to the Partner for the sale of the Cuid Products provided to him/her by Cuid.

  1. National Bank Account : Refers to the account in which the Partner's commissions will be deposited. Only accounts opened in entities that are part of the Mexican financial system will be accepted.

  1. Equipment : Refers to any devices, hardware and/or any other goods that Cuid offers to any End User.

 

  1. Partner : Refers to the natural person and/or legal entity that, by virtue of the execution of a Commercial Commission Contract, accepts and agrees to Cuid to carry out the sale of the Cuid Products of Cuid that are provided by Cuid for the amount specified by Cuid and to carry out Good Faith Practices at all times during the validity of these Terms.
  2. Good Faith Practices : Refers to those actions free of error, fraud, bad faith, violence or any other vice of consent that are carried out with the aim of harming Cuid.
  3. Cuid Products : Refers to the Equipment and/or Services that Cuid offers to the Partner in order for the latter to carry out its sale, in terms of this instrument.

  1. Services : Refers to the security-focused software services provided by Cuid to any End User.

  1. End User : Refers to the business where the Partner sells the Cuid de Cuid Products provided by Cuid.

  1. Sale of Cuid Products : Refers to the resale of Cuid Products by the Partner to an End User.

III. Applicable Subjects.

The Terms are primarily directed to individuals and/or legal entities located in the territory of the United Mexican States (“Mexico”); however, the Terms shall be applicable in a supplementary manner, to the extent possible, to any person accessing from any country in the world, provided that:

  1. There are no terms and conditions governing the loan in your country;
  2. If any provision, section, clause or provision of the Terms conflicts with any applicable laws, regulations or other legal provisions in a particular jurisdiction, such section or provision shall be deemed invalid or unenforceable in that jurisdiction only. In such cases, all other sections and provisions of these Terms that comply with local laws shall remain in full force and effect.
  3. In the event that any section or provision of these Terms is held to be invalid or unenforceable in a particular jurisdiction, the Parties agree that such section or provision shall be interpreted and enforced to the maximum extent permitted by law, so as to accomplish its original intent to the extent legally possible.

III. Acceptance.

 

3.1 Form of Acceptance. In order to be part of the Program identified as “Partner”, interested parties must click on one of the advertising banners on Cuid’s official social networks (Facebook, Instagram, YouTube, LinkedIn, Twitter, as well as other social networks determined by Cuid) and/or directly send the information indicated on the website.

The Partner:

  1. You agree that you have read, understood and entered into these Terms and any annexes with Cuid and agree to comply with all obligations thereunder;
  2. Authorizes Cuid to use the information processed by its systems.
  3. You understand and agree that Cuid may contact you through Cuid's official social media channels (Facebook, Instagram, YouTube, LinkedIn and Twitter, as well as other social media channels determined by Cuid), email, phone calls, SMS messages and WhatsApp messages.
  4. You understand and agree to receive promotional messages, advertising messages and commercial prospecting messages from Cuid via WhatsApp.

3.2 Acceptance by a natural person. Only persons of legal age, that is, 18 (eighteen) years of age at the time of registration, may register as Partners. In the event that a minor attempts to register, persons who have parental authority, guardianship or supervision of the minor shall be jointly liable for any damages and/or losses that may be caused by the minor.

 

3.3 Acceptance by Legal Entity. If Partner is accepting these Terms and any annex(s) set forth herein on behalf of a company, organization, government agency, Non-Governmental Organization (NGO) or other legal entity (“Entity”), Partner represents and warrants that it has the necessary and sufficient authority to bind such Entity and such Entity agrees to be legally bound by these Terms and any annex(s). If acceptance is on behalf of an Entity, any reference to the “Partner” or similar terms used herein shall refer to such Entity. If Partner does not have such authority, or if Partner does not agree to these Terms and any annex(s) hereto, Partner must not accept these Terms and may not request to be considered a Partner. In addition, as a legal entity these Terms and any annex(s) hereto extend to any person under its charge.

 

3.4 Scope. These Terms govern the rights and obligations you acquire upon acceptance as a Partner. These Terms do not apply to any third party products (other than those provided directly by Cuid as part of the Services).

Additionally, the Partner accepts that his/her electronic signature on contracts, annexes, agreements and other documents (acceptance via the Internet) has the same binding effect as a handwritten signature.

 

IV. Price of Care Products

The Partner must sell the Cuid Products at the prices published by Cuid on [its official website https://www.cuid.mx/ ] , or failing that, the prices indicated by Cuid in writing, so it will be the Partner's responsibility to frequently review said official website to observe the modifications that Cuid makes to the prices of the Cuid Products from time to time without prior notice due to discounts, promotional codes, campaigns or any other event that Cuid makes known to the Partners.

In the event that Cuid detects that the Partner is selling the Cuid Products at a price lower than those published by Cuid or whose origin comes from a grey market, in terms of the previous paragraph, Cuid, through a third party designated for this purpose, may stop paying the commissions in full to the corresponding Partner and, where appropriate, terminate the commercial commission with the Partner without any liability for Cuid.

In the event that Cuid grants the Partner a discount code, due to a special program, through the means of communication accepted in these Terms, said code may only be used by the Partner, so its commercialization or publication through any means is prohibited, including, but not limited to: websites or social networks. In the event that Cuid detects the conduct described in the previous paragraph, it may terminate the commercial commission with said Partner.

Cuid reserves the right to terminate any special program in which promotional codes are used, as well as to suspend or cancel any promotional code at any time, at its sole discretion.

V. Commissions and Earnings.

The Parties agree that the method of payment of commissions and profits to the Partner will be subject to the following conditions:

5.1 The Partner will obtain profits from the sale of Cuid Products to an End User. Commissions will be paid to the Partner under the terms described in the following clause. Commissions can be consulted on the website [ https://cuid.mx/pages/vende-cuid .]

5.2 Cuid reserves the right to modify the commissions published on its website with prior notice 3 (three) calendar days in advance.

VI. Payment Method.

Cuid will compile and provide a list of all Cuid products actually sold by the Partner on the Cuid platform. It will be the Partner's responsibility to verify that the record of their sales on the platform is correct.

Cuid will compile and provide a list of all Cuid Products actually sold by the Partner on the platform owned by Cuid; without prejudice to the above, it is the Partner's responsibility to verify that the record of its sales made through the platform is correct. To do so, the Partner will need to send the corresponding invoice with the number sent by Cuid.

Subsequently, and based on the figures, commissions derived from sales of Cuid Products will be credited on a monthly cycle. The cut-off date for calculating commissions will be set on the last day of each month.

Once the cut-off date has passed, Cuid will process the payment of the corresponding commissions within the first 10 (ten) days of the following month. During this 10 (ten) day period, and prior to the disbursement of the commission, Cuid will provide the Partner with a document detailing the commissions accrued up to the established cut-off date.

If the Partner decides to make a clarification, he/she may request it by contacting the Cuid support team by email at socios@cuid.tech and must attach evidence to clarify the error. Having said that, the Partner must issue an invoice which must comply with all current tax requirements as a condition and prior to payment of the commission. Cuid will not be held liable for late payment if the Partner does not issue the invoice in a timely manner.

Partner accepts, understands and acknowledges that he/she agrees to the commission payment scheme in these Terms.

The Partner declares and accepts that it is his/her responsibility to present the necessary information of his/her National Bank Account for the corresponding deposit. Likewise, and if applicable, the corresponding invoices/collection receipts for the payment of his/her commissions in accordance with the applicable and current laws and regulations, so that the third party designated by Cuid can make the corresponding payments. In the event that the Partner fails to present this information for the collection of his/her commissions for a period equal to or greater than 3 (three) months, it will be understood that the Partner has waived said commissions not collected during the period mentioned in this Clause without any liability for Cuid.

VII. Validity.

The commercial commission between Cuid and the Partner will remain in force indefinitely until one of the Parties terminates it in accordance with the provisions of these Terms.

 

VIII. Prohibitions.

 

A. The Partner shall be prohibited from carrying out any actions in bad faith, including, but not limited to, simulating operations for the purpose of obtaining commissions, and therefore, if Cuid detects the carrying out of such practices, it may omit payment of the commissions corresponding to the total of said period to the Partner, and if it so determines, terminate the business relationship, as well as exercise any legal actions that may be appropriate.

B. Market or publish through any means, including but not limited to: websites or social networks, the discount codes that Cuid grants you for special programs.

C. Sell Cuid Products through digital Marketplace platforms, including but not limited to: Mercado Libre, Amazon, Segunda Mano, Etc.

D. Sell Cuid Products at a price lower than that established by Cuid in these Terms. If Cuid detects the performance of such practices, it may terminate the business relationship.

E. Place and activate the Cuid Products in the End User's business with the following high-risk or prohibited activities or those constituting crimes that are related to:

  1. Sex.
  2. Pornography.
  3. Esotericism.
  4. Horoscopes.
  5. Purchase and sale of child pornography.
  6. Zoophilia.
  7. Reconstruction of a crime.

F. Place and activate the Cuid Products in the End User's business that is dedicated to the sale of products or services that could damage the reputation and image of Cuid.

IX. Partner Responsibilities.

The Partner will be responsible for the following:

A. Notify Cuid of the information of the National Bank Account in which Cuid, through a third party designated for this purpose, will deposit the amounts of the commissions that correspond to it. In the event of not doing so, Cuid will designate a third party so that the latter may delay the payment of the corresponding commissions to the Partner without any liability until the Partner has provided the complete and true information of the National Bank Account.

B. Provide Cuid with the Federal Taxpayer Registry with homoclave in case an invoice is required. The above must be notified no later than 1 (one) business day before the monthly cut-off dates specified in the seventh clause of these Terms.

C. Sell the Cuid Products at the prices published by Cuid on its official website https://www.cuid.mx/ or those indicated by Cuid in writing.

D. Constantly check the prices published by Cuid on its official website https://www.cuid.mx/ in order to stay up to date.

E. Update contact information, phone number and email address using one of the following options:

  1. Through the Cuid account advisor team, from 9:00 a.m. to 6:00 p.m., Monday through Friday.
  2. By sending an email to socios@cuid.tech.

F. Comply with each and every one of the responsibilities contained in these Terms.

G. Do not sell altered or incomplete Cuid Products.

 

X. Limitation of Caregiver's Liability

Cuid will be responsible for providing the Services only in an efficient manner and in no way, under any circumstances, will Cuid be responsible for the misuse of the Cuid Products delivered to the Partner and/or the End User.

 

XI. Labor Independence.

The relationship between Cuid and the Partner is exclusively commercial in nature and will be governed in accordance with substantive commercial legislation, since both parties are natural persons and/or independent entities, therefore, during the execution of these Terms, as well as those signed under this Agreement, it will be understood that the Parties act under their exclusive direction, account and risk.

The Partner acts as an independent contractor and not as an employee of Cuid, so at no time does there exist nor will there be an employment relationship between the Partner and Cuid.

The Partner will be subject to Cuid's guidelines and observations, it being understood that the Partner will not act in bad faith so that these Terms continue in accordance with the provisions.

 

XII. Audit.

Cuid may at any time audit Partner's documents in order to ensure that Cuid Products have been sold in terms of this instrument, such audit may be carried out at any time and Partner will provide in good faith the necessary information.

This audit may include, but is not limited to, ensuring that accounts have monthly payments, as well as ensuring that end customers do not cancel before the contract expires.

 

XIII. Returns.

By accepting these Terms, the Partner agrees that he/she has read, understood and agrees to the annexes regarding returns.

 

XIV. Intellectual Property.

Cuid does not grant the Partner ownership of any intellectual or industrial property rights or copyrights, including, but not limited to: trademark registrations, commercial notices, patents, utility models, copyrights, any product that may arise or any other means of legal protection established in the legislation or in international treaties. Therefore, the Partner may not claim to be the owner of any intellectual property rights owned by Cuid.

Cuid agrees to grant Partner a limited, non-assignable and temporary license to any intellectual property of which Cuid is the legitimate owner for promotional purposes, publication of offers on the relevant platforms and to comply with these Terms. Cuid reserves the right to revoke the license granted upon simple written notice.

In the event that the Partner, for any reason, is found or could be linked to any unauthorized or improper use of any intellectual property right owned by Cuid, the Partner shall be jointly liable for the payment of any damages caused to Cuid by such non-compliance; this without prejudice to the exercise of any other applicable legal actions.

 

XV. Confidentiality.

The Partner undertakes to maintain in the strictest confidentiality and not to reveal, disseminate, publish or use, for other purposes, any information of a technical, operational, administrative, commercial, strategic and/or any other nature, which is provided to it in any way under these Terms.

The Partner must maintain strict confidentiality of the personal data that he or she becomes aware of due to the commercial commission stipulated in these Terms.

In the event that the Partner, for any reason, is or may be linked to the disclosure of confidential information or data that violates the obligations of secrecy and confidentiality stipulated in these Terms, the Partner shall be jointly liable for the payment of damages that such non-compliance causes to Cuid; this without prejudice to the exercise of other applicable legal actions, for the crime of disclosure of secrets contemplated in article 213 of the Penal Code for Mexico City, 210, 211 and 211 bis of the Federal Penal Code and its correlatives in the States of the Mexican Republic, as well as the provisions of articles 163, 165, 166, 167 and 386 sections I, II, VI, VII, VIII, IX, X, XI, XIV, XV, XXIX, of the Federal Law for the Protection of Industrial Property.

 

XVI. Exclusivity.

While the commercial commission between Cuid and the Partner is in effect, the latter may not sell similar and/or competitive items to Cuid. If Cuid detects that the Partner engages in the conduct described above, it may terminate the commercial commission with the Partner.

During registration, the Partner must inform Cuid when he/she is engaged in the sale of similar items and/or items from Cuid's competition, in which case Cuid must determine whether the applicant may act as a Partner or not.

In the event that Partner has any doubts as to whether a product is considered Cuid's competition, Partner must request confirmation through the established communication channels.

 

XVII. Collection of Personal Data.

In compliance with the Federal Law on Protection of Personal Data Held by Private Parties, Cuid, with address at 184, 11th floor, interior B located on Boulevard Manuel Ávila Camacho, Colonia Reforma Social, Alcaldía Miguel Hidalgo, Postal Code 11650, CDMX, will act as the party responsible for the processing of your personal data, the use given to them and their protection, which will be protected in accordance with the provisions of the Federal Law on Protection of Personal Data Held by Private Parties and its Regulations, and other applicable regulations.

Likewise, Cuid informs you that your personal data, which is currently or in the future stored in our databases, will be processed and/or used by our affiliated and/or subsidiary companies and by those third parties who, due to the nature of their work or functions, need to process and/or use your personal data for the sole purpose of fulfilling those obligations arising from the legal relationship between you as the owner of the personal data and Cuid.

 

XVIII. Processing of Personal Data.

By sharing your personal data through Cuid's social media channels (including WhatsApp, Facebook, Instagram, Twitter, LinkedIn and YouTube), we trust that you agree to its use for various purposes, such as:

  1. Establish a business relationship with Cuid.
  2. Ensure compliance with the responsibilities agreed in these Terms.
  3. Provide you with the services and products you have requested.
  4. Share promotions, offers and discounts on products and items.
  5. Send you general advertising.
  6. Invite you to participate in surveys about the quality and your satisfaction with the service.
  7. Inform you about changes or new offers for products or services related to the Terms you have accepted.

To learn about all the purposes, we recommend that you consult our privacy notice, which is available at https://www.cuid.mx/.

In order to fulfill the aforementioned purposes, it will be necessary for you to share some data with us so that Cuid can contact you, such as:

  1. Your full name.
  2. Your address.
  3. Your email address.
  4. Your phone number.

We may communicate with you in a variety of ways, including:

  1. A phone call.
  2. A text message (SMS).
  3. A WhatsApp message.

XIX. Causes for Termination.

Cuid may terminate the commercial commission with the Partner, without the need for a judicial or administrative declaration, immediately, without prior notice and without liability for Cuid when the Partner meets any of the following conditions:

  1. Partner breaches any liability set forth in these Terms.
  2. The Partner engages in bad practices and/or fails to comply with its obligations to end customers.
  3. In the event that Cuid detects that the Partner is selling Cuid Products on a digital marketplace platform.
  4. In the event that the Partner engages in bad practices, including, but not limited to, the simulation of operations for the purpose of obtaining commissions for the sale of Cuid Products.
  5. In the event that the Partner sells the Cuid Products at a price lower or higher than that established by Cuid in these Terms.
  6. In the event that Cuid detects that the Partner sells similar and/or competitive items to Cuid, without having notified Cuid.
  7. In the event that Cuid detects that the Partner makes sales of Cuid Products that originate from the grey market.
  8. In the event that Cuid detects that the Partner is acting in bad faith, he/she will be notified so that he/she can adopt good practices. The Partner will have a period of 3 (three) notifications to modify his/her actions. If the Partner omits said notifications, he/she will be notified a fourth time to inform him/her that he/she will be penalized by canceling the commissions that correspond to him/her under Clauses Six and Seven of these Terms. In addition to the above, Cuid reserves the right to exercise the legal actions that may be appropriate regarding said omissions.

 

XX. Forms of Termination.

Cuid may terminate the trading commission set forth in these Terms at its discretion without liability to Cuid upon notice.

Likewise, the Partner may terminate the commercial commission subject to these Terms by giving written notice to Cuid, at least 15 (fifteen) calendar days in advance. The termination of the commercial commission between Cuid and the Partner will not release the Partner from any obligation in favor of Cuid.

 

XXI. Sales to Government.

The Partner declares and agrees that it will report to Cuid in advance any intention to sell to public officials, political parties, candidates for elected office and any person working in the Government or Public Agency, in any order, whether federal, state and/or municipal, with the intention that Cuid can audit and monitor the realization of these sales by the Partner.

Accordingly, the Partner declares that any breach of this provision will be considered a material breach of these Terms, and Cuid may terminate them and initiate legal action to repair any moral and/or material damage caused by such breach.

 

XXII. Modifications.

The Partner acknowledges and accepts that Cuid may unilaterally modify these terms and conditions at any time. In the event of any modification to these terms and conditions, Cuid is obliged to provide notice of such modifications on its website. The Partner acknowledges and accepts that it is his/her responsibility to review and be aware of these terms and conditions.

 

XXIII. Applicable legislation.

The relationship between the Partner and Cuid shall be governed by the applicable laws of the Republic of Mexico. Should any dispute arise in relation to the interpretation and/or application of these Terms, the parties shall submit to the competent jurisdiction in Mexico City, and hereby expressly and irrevocably waive any other jurisdiction that may apply to them by reason of their current or future addresses or for any other reason.

XXIV. Contact.

To make any requests, complaints or reports related to the Terms, Partners must contact Cuid's customer service and support center within a maximum period of five (5) calendar days after the event they wish to report or whose clarification they request.

Email: socios@cuid.tech

Cuid will have a period of 20 (twenty) calendar days to resolve the corresponding clarifications.

LAST MODIFICATION DATE: MARCH 7, 2024

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