TERMS AND CONDITIONS OF USE

1. Relationship between GIMWORK and its Users.

These terms and conditions of use govern your access and/or use, anywhere within the United Mexican States, of the application, website, content, products, and/or services provided by GIMWORK, S.A. DE C.V. (GIMWORK), a company incorporated in Mexico.

By completing your registration within the application, website, and/or by simply accessing and/or using our services, you accept these terms of use and agree to be bound by them, and you are obliged to strictly comply with and respect them.

You also acknowledge and accept, expressly or tacitly, that the only and exclusive relationship between you and GIMWORK is the one contained and described in these terms and conditions, and there is NO other type of link or relationship, of any kind, between you and GIMWORK.

You acknowledge and accept that GIMWORK may, at any time and without any liability on its part, partially, totally, temporarily and/or permanently suspend its services and thereby deny access to the technological platforms through which it provides its services, and a simple prior notification, by any means, including but not limited to the aforementioned platforms, will be sufficient for this purpose.

In the event of a partial, total, temporary and/or permanent suspension of services, GIMWORK will be obliged solely and exclusively not to affect the validly acquired rights of users.

You also acknowledge and accept that GIMWORK is authorized to extend, reduce and/or modify these terms and conditions in any way, and notification by any means, including but not limited to through the GIMWORK platforms, is sufficient. In the event that you do not agree, you will have the right to cancel your registration at any time, as it will be automatically understood that you acknowledge and accept the new conditions if you continue to use our services by any means.

Likewise, GIMWORK will have the right to apply new terms and conditions regarding benefits or promotional dynamics in favor of the users of its platforms, in which case notification by any means, including but not limited to through the digital platforms, will be sufficient, and you will be able to participate, accept and/or take advantage of the promotion or dynamic in question. In the event that you participate in the dynamic, it will be

automatically understood that you accept the terms and conditions of the same and, consequently, that you are subject to and obliged to comply with them.

Consequently, all modifications to these terms and conditions, regardless of their type, will be effective after their publication. Your continued access and/or use of GIMWORK’s Services after such publication constitutes your consent to be bound by the Terms and/or Conditions as modified.

You acknowledge and accept that for: i) the proper functioning of GIMWORK’s digital platforms; ii) for the provision of the services offered through them; and even iii) for you to be able to download and have access to them, GIMWORK has contracted, and/or will contract, has received and/or will receive technological services and/or licenses or sublicenses from third parties, including but not limited to Strip, Google, Apple, IOS, Android, PayPal, Google Wallet, to name a few, so that from this moment on, and by accepting or adhering to these Terms and Conditions, you accept, adhere to and are obliged to comply with the Terms and Conditions of use of these third parties, solely and exclusively to the extent applicable, so you accept that in case of non-compliance with the same, GIMWORK may cancel your user account and/or access to its technological platforms.

2. GIMWORK’s services.

By registering on any of GIMWORK’s platforms and/or by using them, you acknowledge and accept that our services consist SOLELY and EXCLUSIVELY in making a technological platform available to users so that, through GIMWORK’s mobile applications or through our website, they can request, organize, plan, contract and execute professional, technical, home services, educational services, and in general any type of service that the same GIMWORK users, independent contractors (“GIM”), promote through the app, and which are available in the territory where the users who require them (“GIMMER”) are located.

In light of the foregoing, the Services that GIMWORK makes available through its platforms and/or websites CONSIST SOLELY AND EXCLUSIVELY in connecting independent service providers with those who require their services. Therefore, all our users will have two ways of using our technological platforms and websites, namely:

1. “GIM” Mode The “GIM” mode is a feature of our technological platform or website that allows our users (independent third parties) to make their services available so that other users of the GIMWORK community (in the “GIMMER” mode) can contact them through these platforms and thus plan, execute, and pay for the services offered and provided.

2. “GIMMER” Mode The “GIMMER” mode is a way for any member of the GIMWORK community to search for, contact, and hire independent third-party service providers (third parties in the “GIM” mode) to meet a need or requirement through the provision of a service.

In light of the foregoing, each and every User of GIMWORK’s technological platforms and/or website expressly acknowledges and accepts that: GIMWORK does not provide professional, technical, home services, educational services, or any other type of services. Therefore, no user in the “GIM” mode (independent third party) is an employee of GIMWORK.

GIMWORK’s services are limited to Providing a platform for users to freely search for, organize, plan, contract, execute, and/or receive independent services that meet their needs. GIMWORK does not act as an intermediary or agent for any service provider or service recipient.

2.I GIMWORK License for Use

Subject to compliance with these Terms and Conditions, GIMWORK grants registered users a limited, non-exclusive, non-transferable, and revocable license to use GIMWORK’s technological platforms and/or websites in the two modes already described (“GIM” and “GIMMER”). Access and use any content, information, and related material that may be made available to them.

Users agree to use GIMWORK’s Services on their personal devices and for their personal, non-commercial use.

Users acknowledge and accept that to use and obtain the license for the GIMWORK technology platform (mobile application), and/or the use of the website, and/or the use of other electronic means present or future that GIMWORK owns, they must submit all documentation that is required of them.

Failure to provide the required documentation will result in the following: They will not be allowed to use the technological means.
Their license will be revoked.
Their user account will be deactivated.

Their access will be blocked.

These terms and conditions will be void and will therefore be rescinded without the need for a judicial declaration.

Users also acknowledge and accept that during the use of the technological platforms they may be required to provide additional information and/or documentation.

Failure to provide the required information will result in the following: This contract will be rescinded without the need for a judicial declaration. Their user access to GIMWORK’s platforms will be blocked.

Any information and/or documentation that is requested from them, and that represents personal data and/or sensitive personal data, will be subject to the terms of the “Privacy Notice” that will be provided to them upon completing their registration. This Privacy Notice will be kept at their disposal for consultation on all our digital platforms.

The Parties agree that users will pay a Commission for the use of GIMWORK services.

This Commission is solely derived from and/or for the operations that are organized, planned, contracted, executed, and/or received through the present or future technological means (application, website, etc.) owned by GIMWORK.

Since there is no registration fee or annual fees, Users acknowledge and accept that they will not have the right, present or future, to make any type of claim and/or in any way have the right to compensation, nor will they receive any compensation, derived from the following:

The operation, partial operation, deficient operation, or non-operation of the electronic or technological means with which GIMWORK provides its services.

GIMWORK does not guarantee a certain number of daily, weekly, monthly, annual, and/or any other periodic operations by the GIMs in favor of the GIMMERs (all independent third-party users), as a result of the use of the present or future electronic means owned by GIMWORK.

GIMWORK does not guarantee the permanent and fail-safe operation of the means and/or services.

3. Restrictions on the Services

Users may not:

(i) Remove any copyright, trademark, or other proprietary notices from any part of the Services provided by GIMWORK.

(ii) Reproduce, modify, prepare derivative works based on the Services, distribute, license, lease, resell, transfer, publicly display, publicly perform, transmit, retransmit or otherwise exploit the Services except as expressly permitted by GIMWORK.

(iii) Decompile, reverse engineer, or disassemble the Services. (iv) Link, mirror, or frame any part of the Services.

(v) Cause or launch any program or script with the purpose of overloading or improperly blocking the operation and/or functionality of any aspect of the Services.

(vi) Attempt to gain unauthorized access to or damage any aspect of the Services or their related systems or networks.

4. From GIMWORK brands

The Users acknowledge that part of the Services may be made available to them under various brands and/or intellectual property rights held by GIMWORK in Mexico and/or in the world, its shareholders, subsidiaries, etc., and that are associated with the subject matter of this agreement and/or related to such services (payments, promotion, etc.).

The brand currently owned by GIMWORK in Mexico for the purposes of this agreement is “GIMWORK.” Users acknowledge and agree that they may not use the brand and that the Services may be made available to them under this brand without it being interpreted, under any circumstances, as granting Users any type of license, permit, authorization, or any other right to the brand. Therefore, we disclaim any unauthorized use by Users from this moment on and reserve all rights and actions that we may exercise against unauthorized use, as well as claim for damages caused.

If you access the Services using Applications developed for mobile devices with iOS, Android, or Microsoft Windows operating systems, respectively, Apple Inc., Google, Inc., Microsoft Corporation, or BlackBerry Limited and/or their corresponding international subsidiaries or affiliates will be third-party beneficiaries to this agreement. These third-party beneficiaries are not parties to this agreement and are not responsible for the provision or support of the Services in any way. Your access to the Services using these devices is subject to the conditions set forth in the applicable terms of service of third-party beneficiaries.

The Services and all rights related to them are and will remain the property of GIMWORK or its licensors. None of these Terms and Conditions or the use of the Services transfer or grant you any right: (i) over or in relation to GIMWORK’s present or future trademarks, except to the extent of the services established in this agreement; or (ii) You may not use or mention in any way the company names, logos, product and service names, trademarks, or service marks of GIMWORK or its licensors.

5. User Accounts in favor of GIMWORK

In order to use most of the Services, Users must register, provide all requested documentation, and maintain an active personal user account for the Services (“Account”). To obtain an Account, you must be at least 18 (eighteen) years old.

Registering an account requires you to provide GIMWORK with certain personal information, such as your name, address, CURP, RFC, mobile phone number, email address, bank account for payment, and, if applicable, professional title, the latter if the services you will promote on our platform so require. Users agree to keep the information in their Account accurate, complete, and up-to-date.

If you do not keep your Account information accurate, complete, and up-to-date, including having an invalid or expired payment method, you may be unable to access and use the Services or GIMWORK may terminate this Agreement without the need for any judicial declaration and without any liability on the part of GIMWORK.

Users are solely responsible for all activity that occurs in their Account, so they are obliged and committed to keep the username and password of the Account secure and confidential at all times.

The Service is not available for use by persons under 18 (eighteen) years of age. GIMWORK reiterates and Users acknowledge and agree that the account and/or user is for personal and NON-TRANSFERABLE use, so you may not, in any way, authorize third parties to use your Account, and you may not allow persons under 18 (eighteen) years of age, even if they are accompanied by you and/or are your workers or employees, to provide services on behalf of third-party Users. You may not assign or otherwise transfer your Account to any other person or entity.

Users agree to comply with all applicable laws when using the Services covered by this Agreement and may only use the Services for legitimate purposes. In using the Services, you will not cause inconvenience, annoyance, discomfort, or damage to property, either to the Independent Third Party User or to any other party. You also expressly agree to conduct yourself with those Users (independent third parties) who have transactions with you through the use of GIMWORK’s services with respect, honesty, integrity, responsibility, professionalism, and in general to comply with GIMWORK’s Code of Conduct, otherwise you expressly agree that if, in the latter’s opinion, the User does not comply with these principles and/or values, without the need for any proof, it may block your access and terminate this agreement.

By entering into this agreement, Users agree that, as a result of the Services, GIMWORK may send you text messages and/or emails, both from potential customers and with informative texts, the foregoing, as part of the commercial activity that is being promoted, and/or as part of your use of the Services. Users may only request the non-receipt of informative text messages (SMS) at any time through the contact methods established in this agreement, and/or in the digital media (application, website, etc.) that Users have, from time to time, available to them, indicating that they do not wish to receive any more such messages, along with the phone number of the mobile device that receives the messages.

For the rest of the messages that derive from the activity of the GIMWORK digital platform or website, and/or as a product of the services that GIMWORK provides in your favor, Users may request the non-receipt of such messages or communications, however, as it is a matter of the services that are presented and an essential part of them, upon such request, the contract termination procedure will be initiated, and any outstanding balances in favor of the Parties that may exist will be settled.

Users acknowledge and agree that requesting the non-receipt of informative text messages (SMS) may affect your use of the Services.

GIMWORK may create promotional codes that can be redeemed for Account credit or other elements or benefits related to the Services, subject to any additional conditions that GIMWORK may establish on the basis of each promotional code (“Promotional Codes”). You agree that Promotional Codes: (i) must be used solely and exclusively for the purpose established by GIMWORK, and in a lawful manner; (ii) may not be duplicated, sold, or transferred in any way, or made available to the general public (whether by posting in a public forum or otherwise), unless with the express permission of GIMWORK; (iii) may be invalidated by GIMWORK at any time for any reason without liability to GIMWORK; (iv) may be used only in accordance with the specific conditions that GIMWORK establishes for such Promotional Code; (v) are not valid as cash; and (vi) may expire before you use them.

GIMWORK reserves the right to withhold or deduct credit or other items or benefits obtained through the use of the Promotional Codes by Users in the event that GIMWORK determines or believes that the use or redemption of the Promotional Codes was inappropriate. erroneous, fraudulent, illegal or violating the conditions of the Promotional Code or these Conditions. The credit and retained elements will be released once the clarification has been made, and only and exclusively if it is appropriate.

6. User-Created Content

Upon creating their user account, Users will be responsible for the images, logos, distinctive signs, photographs, and/or trademarks they use within THEIR PROFILE AND ARE OBLIGED TO HAVE ALL LICENSES, AUTHORIZATIONS AND/OR PERMISSIONS FOR SUCH PURPOSES. Likewise, Users authorize GIMWORK to use, publish, and upload said profile within its application, website, and/or on all those present or future digital media that GIMWORK uses for the provision of services. Therefore, Users declare

under protest of truthfulness THAT THE INFORMATION PUBLISHED IN THEIR PROFILE IS TRUE, AND THAT THEY HAVE ALL THE LEGAL SUPPORT TO PUBLISH IT, FOR WHICH THEY DISCLAIM GIMWORK FROM THIS MOMENT ON REGARDING THE TRUTHFULNESS, AUTHENTICITY, OR LEGALITY OF SUCH INFORMATION.

All content provided by Users will remain their property. However, again, by providing User Content to GIMWORK, you grant it a worldwide, perpetual, irrevocable, transferable, royalty-free, sublicensable license to use, copy, modify, create derivative works, distribute, publicly display, publicly perform, or otherwise exploit in any way such User Content in all formats and distribution channels, known now or devised in the future (including in connection with the Services and GIMWORK’s business and on third-party sites and services), without further notice or consent from you and without any payment required to you or any other person or entity.

Users declare and warrant that: (i) they are the sole and exclusive owner of all User Content, or that they have all the necessary rights, licenses, consents, and permissions to grant GIMWORK the license to User Content as set forth above; and (ii) neither the User Content nor its submission, uploading, publication, or other making available of such User Content, nor GIMWORK’s use of the User Content as permitted herein, will infringe, misappropriate, or violate the intellectual property or proprietary rights of any third party or the rights of publicity or privacy or result in the violation of any applicable law or regulation.

Users agree not to provide User Content that is defamatory, libelous, violent, obscene, pornographic, illegal, or otherwise offensive, as determined by GIMWORK’s code of conduct, in its sole discretion, whether or not such material may be protected by law.

GIMWORK may, in its sole discretion and at any time and for any reason, without prior notice to you, review, monitor, or remove User Content, but without being obligated to do so.

Users are responsible for obtaining the necessary data network access to use the Services. Data and messaging rates and fees may apply to your mobile network if the User accesses or uses the Services from a wireless device, and such User will be solely responsible for such rates and fees.

7. Payment Terms for Services in Favor of GIMWORK

By accepting these Terms and Conditions and/or by using GIMWORK’s digital platforms and/or website, Users irrevocably agree to bill the independent third-party beneficiaries (GIMMER) for the services provided to them. For its part, and understanding this agreement as a bilateral mercantile commission agreement, GIMWORK is authorized and legally empowered to collect for such services, to retain the percentage corresponding to it due to the provision of its services in favor of the User, and to deposit the remaining amount to the latter within a period of no more than 5 business days from the date on which the third-party User who benefits from its services has made the payment, to the bank account that is provided by the Users when registering on the platforms and/or when updating their information.

Users acknowledge and expressly agree that this will be the payment mechanism, unless there is a future modification to the terms and conditions of this agreement.

Thus, Users understand that this commission, and/or the use of the Services may result (if operations are carried out with independent third parties) in charges for the services or goods that they provide to a Third-party User of their services, as well as charges for intermediary services or other services that they receive from GIMWORK or GIMWORK’s subsidiaries or affiliates in Mexico or abroad, as applicable (the “Charges”).

GIMWORK will transfer and collect the applicable taxes in Mexico and that apply in accordance with the Law, after providing the services and/or delivering the goods, through the use of the platforms, websites, and/or through the technological means, GIMWORK, as a collection agent, will facilitate the payment of the Charges on behalf of the Third-party users, as applicable. The payment for the services you provide to the independent third parties, as well as the withholding of the Charges, will be considered as the payment made directly to you as a service provider, as applicable. The Charges paid by you for the services covered by this agreement are final and non-refundable.

Users, derived from the operation of GIMWORK’s platforms and the use they make of them, acknowledge and above all accept the rates established for the services they will provide to independent third parties, as well as the mechanism for determining, increasing, or reducing such rates, as described in the document called “Method for Determining Rates and Adjusting Them,” so that during the term of the commercial relationship between the Parties, Users agree to be subject to such method.

The Commission per operation that GIMWORK will charge Users, derived from the services described in this agreement, will be 5% (five percent), for each operation (provision of services) that Users carry out in favor of various Users of the GIMWORK community (independent third parties), through the use of technological platforms and/or website.

The Commission and/or percentage already described may be adjusted according to the document called “Method for Determining Rates and Adjusting Them,” and its modifications, which will take effect once notified by any means and/or published on the platforms subject to this agreement.

8. Technical Support

GIMWORK provides support 365 (three hundred sixty-five) days a year if you need it. To receive support, you can access the “Help” section of the mobile application and/or website, or contact us via email.

It is worth mentioning that regardless of the assistance that will be provided to the User, GIMWORK will have User Guides for the best use of the technological means and website.

GIMWORK disclaims all warranties, express, implied, or statutory, not expressly set forth in these Terms, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

In addition, GIMWORK makes no statements or warranties regarding the success of the Users’ business, and/or the success of the Users through the use of GIMWORK’s platform or platforms and/or website. Likewise, it does not guarantee the reliability, timeliness, quality, suitability, or availability of the Users or the services they provide, so the Users are and will be solely responsible for the services they provide to other third-party Users independent of GIMWORK.

However, Users acknowledge and agree that GIMWORK may withhold payment for their services that have been charged to their customer, in case of a claim, complaint, and/or clarification, until such claim, complaint, and/or clarification is resolved.

9. Limitation of Liability

GIMWORK shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, loss of data, personal injury, or property damage, or any damages arising out of or in connection with, or otherwise arising from any use of the Services, even if GIMWORK has been advised of the possibility of such damages.

Thus, GIMWORK shall not be liable for any damage, liability, or loss arising from: (I) Your use or reliance on the Services or your inability to access or use the Services; or (ii) Any transaction or relationship between you and any third-party User, even if GIMWORK has been advised of the possibility of such damages.

GIMWORK shall not be liable for any delay or failure to perform resulting from causes beyond GIMWORK’s reasonable control. Users acknowledge that the third parties (their customers) to whom they provide their services are not further identified than with all the identification data that the platform requires and requests, without GIMWORK being responsible for the suitability, updating, and/or modification of such information.

In no event shall GIMWORK’s total liability to Users, in connection with the Services for all damages, losses, and claims, exceed $20,000.00 (twenty thousand pesos 00/100 M.N.).

Users agree and undertake to indemnify and hold harmless GIMWORK and its advisors, directors, employees, and agents from and against any claim, demand, loss, liability, and expense (including attorneys’ fees) arising from: (i) your use of the Services or goods obtained through the use of the Services; (ii) your breach or violation of any of these Terms; (iii) GIMWORK’s use of your User Content; or (iv) your infringement of the rights of any third party, including your customers.

10. Term and Termination

This agreement is for an indefinite period, the parties agree that either party may terminate it at any time, without any liability on their part, simply by canceling the user account they have, through the application, website, and/or by notifying in writing by any means established for such purposes.

It will also be terminated for violation of the terms and conditions established in this agreement, without the need for judicial resolution, and without GIMWORK liability.

11. Obligations of Users

By virtue of these Terms and Conditions, Users are obliged to the following:

     Pay GIMWORK the Commission referred to in this instrument.

     Comply with each and every one of the terms established in this document, as well as with those that are published or made known         to them in the future, which they expressly acknowledge are part of this instrument.

     Inform GIMWORK of any update or modification to the information or documentation provided for their registration and/or for the         creation of their user account.

     Comply with the codes of conduct that are published in this instrument and/or in the future, and to conduct themselves with the customers obtained through GIMWORK’s technological platforms, with respect, responsibility, honesty, professionalism, and diligence. Comply with any other obligations arising from these Terms and Conditions.

12. Obligations of GIMWORK

In the terms of this instrument, GIMWORK is obliged to the following:

Subject to compliance with the requirements established in these Terms and Conditions, to allow Users to use and enjoy the services provided by GIMWORK through the technological platforms, so that said Users can provide their own services (GIM) to other third-party independent Users (GIMMER).

To provide equal treatment and access to GIMWORK platforms for all Users.

To timely transfer the funds for the services provided by the Users (GIM) to other third-party independent Users (GIMMER), as long as it has received payment from the latter, and after withholding the charges related to GIMWORK’s services.

To manage the collection of the services provided by the Users through the platforms implemented by GIMWORK, and/or through the services covered by this agreement.

To promote the products and services of the Users through the services covered by this agreement.

13. Confidentiality

The Users hereby acknowledge and accept that within the terms of this document and/or by carrying out the activities described herein, they will have at their disposal advertising and office material that bears the colors, logos, trademarks, and other intellectual property

of GIMWORK and/or its affiliated, subsidiary, or holding companies. Therefore, the Users hereby agree to safeguard the rights to such intellectual property and acknowledge that it belongs to GIMWORK and its affiliated, subsidiary, and/or holding companies. Likewise, the Users agree not to register or claim as their own the trademarks and logos owned by GIMWORK and its affiliated, subsidiary, and/or holding companies, and to immediately notify GIMWORK of any misuse of the same that may come to their knowledge.

During the term of the commercial relationship with GIMWORK, the Users grant a license for the use of the information contained in their photographs, service information, personal information, trademarks and/or logos, and colors to GIMWORK, since such advertising is necessary for the purposes of this document. Upon termination of this agreement, GIMWORK will cease to use the Users’ information, documentation, trademarks, and logos.

Both parties are aware that there may be occasions when GIMWORK may have to disclose confidential information to the Users. Therefore, during the term of this agreement and even after its termination, the Users agree not to disclose to any third party any confidential information that GIMWORK has provided to them and not to use it for any purpose other than to develop GIMWORK’s business. The parties understand that upon termination of this agreement, they will return to each other any confidential information that may be considered confidential that they may have in their possession.

Within the terms of this clause, confidential information means any communication between the Parties, whether written, oral, or electronic, and all kinds of advice, information, documents, reports, letters, notes, drawings, manuals, brochures, and other writings related to the provision of services and that the Parties exchange as a result of this document. However, confidential information does not include information that is public knowledge at the time of its disclosure or that is accessible as part of the public domain.

14. Causes for Termination and Disablement

Failure to comply with any of the terms stipulated in this document shall be sufficient cause for termination without the need for a judicial declaration in this regard.

In the event that any cause for termination arises (non-compliance with the present and future terms and conditions), it shall be cause for the system to be disabled and for the loss of its users and/or licenses, at GIMWORK’s discretion, either temporarily or permanently, depending on the seriousness of the breach, and for the eventual termination

of the contract without the need for a judicial declaration and without any liability on the part of GIMWORK.

15. Force Majeure

Neither party shall be liable to the other for any breach or delay in the performance of its respective obligations if this is due to force majeure or act of God due to natural causes, government decrees, expropriation, or any other event beyond the control of the parties, the foregoing being an illustrative but not exhaustive statement.

16. Commercial Relationship

The parties acknowledge that the relationship between them is SOLELY AND EXCLUSIVELY commercial, i.e., one of service provision through which GIMWORK allows the use of its technological platforms and/or website. Therefore, the users are independent third parties that offer, organize, and contract services, so that there is NO employment relationship whatsoever between the Users and GIMWORK. Consequently, both parties agree to hold harmless the other party for any labor dispute that each may have with its respective employees, agents, representatives, or in general with any person who has any employment relationship with such party. The content of this clause is illustrative but not exhaustive.

17. Governing Law and Jurisdiction

For the interpretation, execution, and fulfillment of this agreement, the parties agree that the legislation in force in Mexico shall apply, and the competent courts for any dispute shall be those of Mexico City, Mexico, the parties waiving their right to any jurisdiction that may correspond to them by reason of their present or future domiciles.

Having read the Terms and Conditions, the Users accept them and agree to comply with them.