PROFESSIONAL SERVICES PROVISION AGREEMENT (THE “ AGREEMENT ”) ENTERED INTO BY ONE PARTY WHO WILL HEREIN BE REFERRED TO AS “THE CLIENT”, AND ON THE OTHER PARTY, EMI LABS INC , REPRESENTED HEREIN BY Mr. MATEO CAVASOTTO , IN HIS CAPACITY AS LEGAL REPRESENTATIVE, WHO WILL HEREIN BE REFERRED TO AS THE “PROVIDER”, WHICH WHEN REFERRED TO JOINTLY WILL BE REFERRED TO AS “PARTIES”, IN ACCORDANCE WITH THE FOLLOWING DECLARATIONS AND CLAUSES:

STATEMENTS

I.- THE CLIENT DECLARES, THROUGH HIS LEGAL REPRESENTATIVE AND UNDER PROTEST TO TELL THE TRUTH:

A. That it is a company duly constituted and existing in accordance with the laws of México.

B. That it is duly represented in this, who has sufficient powers and authority to enter into this Agreement and to fulfill its obligations; which to date have not been revoked or limited in any way.

C. That requires the services proposed by the PROVIDER in accordance with the provisions of this Contract.

II.- THE PROVIDER DECLARES, THROUGH HIS LEGAL REPRESENTATIVE AND UNDER PROTEST TO TELL THE TRUTH:

A. That it is a company duly constituted and existing under the laws of the state of Delaware of the United States of America. 

B. That it is duly represented in this act by Mateo Cavasotto , who has sufficient powers and authority to enter into this Agreement and to fulfill its obligations; which to date have not been revoked or limited in any way.

C. For the purposes of this Agreement, its address is 548 Market St. PMB 56789, San Francisco, CA 94104, United States.

D. It has its own resources and sufficient and duly trained personnel to execute the Services (as such term is defined below) that are the subject of this Agreement, in accordance with the terms and conditions set forth in this Agreement.

E. That it has all the registrations, permits, licenses and authorizations applicable to the provision of the Services subject to this Contract, in accordance with current legislation, so that the execution of this Contract does not and will not violate any law, regulation, decree, agreement or other governmental provision of any kind.

III. THE “PARTIES ” DECLARE , THROUGH THEIR LEGAL REPRESENTATIVES AND UNDER PROTEST OF TELL THE TRUTH, THAT THEY MUTUALLY RECOGNIZE THE PERSONALITY WITH WHICH THEY SIGN THIS LEGAL ACT AND IT IS THEIR WISH TO ENTER INTO THIS CONTRACT FOR THE PROVISION OF SERVICES, OBLIGING THEMSELVES TO COMPLY WITH THEIR INHERENT RIGHTS AND OBLIGATIONS, FOR WHICH THEY ARE SUBJECT TO THE PROVISIONS OF THE FOLLOWING:

CLAUSES

FIRST. Object. Under this Contract, the PROVIDER agrees to provide the Services described in each Statement of Work document (the “SOW”) entered into between the PARTIES in accordance with the terms and conditions set forth in this Contract.

SECOND. Term . This Agreement shall be valid for an indefinite period, beginning on [date of signature of contract] , and the parties hereby acknowledge its effects as of said effective date. The Agreement may be terminated by either of the PARTIES at any time, in accordance with the conditions set forth in Clause NINE. Termination.

The provisions of this Agreement shall apply to the SOWs entered into between the PARTIES and shall continue in full force and effect, as if incorporated into each SOW, notwithstanding the expiration or early termination of this Agreement, until the expiration or early termination of each SOW.

THIRD. Consideration. The Parties agree that the consideration to be paid by the CLIENT to the PROVIDER, together with the payment methods, will be that indicated in each associated SOW (the “Consideration”).

FOURTH. Service Levels. The provision of the Services shall be carried out in accordance with the Service Levels established in each associated SOW.

FIFTH. Extraordinary Services. Any service not contemplated in a SOW will be considered extraordinary, and must therefore be previously authorized in writing by the CLIENT and the PROVIDER. The fees and/or costs incurred in this case, as well as the development time, will be set by mutual agreement by the PARTIES in writing in a new SOW, and will be paid by the PROVIDER. CLIENT upon prior written acceptance of said SOW and against the presentation from the invoice issued by the PROVIDER within the time limits agreed between the PARTIES.

SIXTH. Taxes. The Consideration amounts payable to the PROVIDER do not include any type of tax, contribution, duty or determination of analogous fiscal credit of any nature, including, without limitation, value-added, sales, use or withholding taxes, payable in any jurisdiction (collectively referred to hereinafter as “Taxes”). The CLIENT is responsible for paying all Taxes associated with the Services contracted under this Agreement and each associated SOW. In the event that the PROVIDER is obligated to pay or collect the Taxes that the CLIENT is obligated to pay as provided in this Section, the PROVIDER will invoice the CLIENT and the CLIENT will pay said amount, unless the CLIENT provides the PROVIDER with a valid tax exemption certificate authorized by the corresponding tax authority. For purposes of clarity, the PROVIDER is exclusively responsible for the payment of the taxes that are applicable based on its own income, properties and employees.

SEVENTH. CUSTOMER Responsibilities. CUSTOMER agrees not to reverse engineer, decompile, disassociate or otherwise attempt to discover the source code, or the architectural structure, ideas or algorithms of the Services, documentation or data related to the Services; not to modify, translate or create derivative works based on the Services; not to rent, loan, license, sell, sublicense, assign, distribute, publish, transfer or otherwise make the Service or its documentation available to any third party; not to remove any proprietary notice from the Services or documentation; not to use the Services or documentation in any way or for any purpose that infringes or in any way violates any intellectual property right or any other right of any person; not to use the Services in any manner other than in accordance with this Agreement and the SOWs entered into between the PARTIES, and in compliance with all applicable laws and regulations, including but not limited to privacy, intellectual property, child protection, obscenity or defamation laws. CLIENT agrees to cooperate with PROVIDER in connection with the performance of this Agreement and the associated SOWs by providing personnel and information as may be requested, and taking such other actions as PROVIDER may require. CLIENT will also cooperate with PROVIDER in establishing a password or other procedures to verify that only designated employees of CLIENT may have access to the Services. CLIENT agrees that subscription to these Services and acceptance of this Agreement and the SOWs entered into between the PARTIES are not contingent upon the delivery of any future functionality not described in this Agreement or the SOWs.

Additionally, the CLIENT agrees to:

• Make payments for the Services received from the PROVIDER in accordance with the provisions of each SOW.
• Facilitate access and guarantee the quality of the information necessary to carry out the corresponding Surveys in each SOW.
• Provide, unless it is objectively impossible, and keep at the disposal of the PROVIDER all and any information, data or document that it requests in order to be able to execute the agreed Services.
• To appoint and maintain, throughout the period of the provision of the Service, at least one representative (the “Representative”) who will be available to the PROVIDER and who will act as a permanent contact between the PARTIES, taking responsibility for any and all measures requested by the CLIENT for the fulfillment of this Contract. The person appointed in accordance with the provisions of this clause will be, for all purposes, the representative of the CLIENT for the purposes of this Agreement.
• Allow the PROVIDER to use its logo(s) and/or trade name(s) solely within the framework of the provision of the Services contracted under this Agreement, including their display on platforms, communications or materials necessary for the execution of said Services.
• Maintain the name of the Bot provided by the PROVIDER, "Emi", as well as its graphic identity, in all instances of interaction with the candidates, without the possibility of modification or change of name.

‍

Any use of the Services that, in the judgment of the PROVIDER, represents a threat to the security, integrity or availability of the PROVIDER's Services, may result in the immediate suspension of the Services by the PROVIDER; provided, however, that the PROVIDER, in its sole discretion, may make commercially reasonable efforts, depending on the circumstances, to notify the CUSTOMER of this situation to give him an opportunity to remedy such violation or threat before carrying out any suspension.

EIGHTH. Responsibilities of the PROVIDER. The PROVIDER undertakes to:

• Provide the Services as defined in each SOW.
• Comply with the Service Levels established in each SOW.
• Appoint and maintain, throughout the period of provision of the Service, a Project Leader (the “Project Leader”) who will be available to the CLIENT and who will act as a permanent contact between the PARTIES for the purpose of coordinating the provision of the Service. The Project Leader may change from time to time, according to the needs of the PROVIDER.
• Allow the CLIENT to use its logo(s) and/or trade name(s) solely within the framework of the provision of the Services contracted under this Agreement, including their display on platforms, communications or materials necessary for the execution of said Services.

NINTH. Termination. Each PARTY may terminate this Agreement and any associated SOW at any time for convenience by giving the other PARTY at least thirty (30) days' notice prior to the effective date of termination without penalty and/or liability, without the need for a court order.

The PROVIDER may also terminate this Agreement and any associated SOW immediately, without the need for a court declaration and without any liability, in the event of:

• Failure by the CLIENT to pay the Consideration in the terms and deadlines agreed in each SOW.
• Serious breach by the CLIENT of all obligations assumed in this Contract and in each SOW.

The CLIENT may terminate this Agreement and any associated SOW immediately, without the need for a court declaration and without any liability, in the event of:

• Failure by the PROVIDER to provide the Service in accordance with the provisions of each SOW.
• Serious breach by the PROVIDER of all obligations assumed in this Contract and in each SOW.

Termination of this Agreement or of an associated SOW will have the effect of immediately cancelling those stages of the deployment plan or work plan that are pending implementation. The CLIENT shall pay the Consideration to the PROVIDER for the totality of the rates agreed in each SOW, regardless of whether the SOW is terminated early at the request of the CLIENT. Only in the event that the termination is early due to a serious breach by the PROVIDER, which has been notified to the PROVIDER and not remedied within a period of thirty (30) calendar days, the CLIENT may pay the Consideration only up to the last day of provision of the Service.

All clauses of this Agreement that by their nature must survive the term of the Agreement shall remain in effect even if the Agreement is terminated early, including but not limited to payments owed to the PROVIDER, confidentiality obligations, and limitations of liability.

TENTH. Data Privacy.

The PARTIES undertake to comply with current legislation on the protection of personal data, as set forth in the Federal Law on the Protection of Personal Data Held by Private Parties (hereinafter "the Law"). Both PARTIES, independently, each in their capacity as "Controller", undertake to inform the owners of the personal data of the corresponding privacy notices.

The PROVIDER will transfer to the CLIENT personal data (identification data, contact data, employment data, academic data, location data, among others) of candidates who are owners of personal data interested in filling vacancies of the CLIENT, with the prior consent of the owners to its privacy notice in accordance with the following purposes: to share applications from candidates for vacancies of the CLIENT, so that they can be contacted to be evaluated and considered for hiring. The PROVIDER may also transfer to the CLIENT personal data of candidates who eventually fill a vacancy and become employees, if the functionalities of the Services so warrant.

Both PARTIES agree to have privacy policies and appropriate information and consent mechanisms in place to comply with the Law, Regulations and other regulations in force regarding data privacy. Furthermore, both PARTIES guarantee that they will treat as confidential the Personal Data that they receive or are transmitted between them. The PARTIES agree to maintain the confidentiality of the personal data subject to this Agreement and the related SOWs, even after the commercial termination between the PARTIES, in accordance with applicable Mexican legislation.

The PROVIDER is obliged to inform the candidates through its privacy notice, prior to the processing of their personal data and prior to the transfer of said data to the CLIENT, of the terms under which said processing will be carried out, including the transfer of their data. The PROVIDER guarantees the CLIENT that all personal data transferred to it will be obtained lawfully and in accordance with current legislation, paying special attention to compliance with the Law and its regulations.

The PROVIDER accepts and acknowledges that it is the sole party responsible for the collection of personal data associated with the Services, which allow the identification of the most suitable candidate profiles to fill certain vacancies of the CLIENT; and that the processing of said personal data will be carried out by the CLIENT under this clause, indicating that the transfer of the data will take effect at the time when the CLIENT has access to and/or receives a profile or CV of a candidate captured through the PROVIDER's tool.

As a result of the Transfer that the PROVIDER will make to THE CLIENT, the parties are obliged to treat the personal data in accordance with the purposes indicated in this clause, as well as the provisions of their corresponding Privacy Notices and/or Privacy Declarations. The PROVIDER declares that its Privacy Notice is available at https://www.emilabs.ai/privacidad .

Once the transfer has been made, the PARTIES are obliged, each one independently in their capacity as “Controller”, to maintain the physical, administrative and technical security measures that guarantee the protection of the Personal Data against any damage, loss, alteration, destruction, misuse, unauthorized access or disclosure, in accordance with the Law and its regulations and other regulations regarding data privacy.

Each PARTY shall be independently responsible for any complaint, request, claim, or action exercised by the owner of the personal data, derived from the exercise of a right of access, rectification, cancellation, opposition, revocation or limitation and for any complaint, action, claim that is promoted before the National Institute of Transparency, Access to Information and Protection of Personal Data or before the corresponding Personal Data Protection authority under this Contract.

Each PARTY agrees that it shall indemnify and hold harmless the other PARTY from any claim, complaint, suit, sanctioning procedure, verification or audit procedures, as well as all damages, fines, penalties, costs and expenses (including attorneys' and experts' fees) arising from or related to: (i) any breach of its obligations under this Agreement, the Law or the regulations of the law; (ii) any unlawful processing it carries out with respect to the personal data subject to this Agreement; (iii) any complaint, request, claim or action against each PARTY brought by the data owners arising from the processing of their personal data by the COUNTERPARTY, and (iv) any complaint, request, claim or action against each PARTY brought by the National Institute for Transparency, Access to Information and Protection of Personal Data (INAI) related to the breach of this Agreement and the unlawful processing of personal data.

Each PARTY is obliged to notify the other in writing within 2 (two) calendar days of any matter that, where applicable, contravenes the terms and conditions of this Clause, or in the event of any loss, leak or disclosure of personal data, whether due to negligence, fraud or bad faith, on the part of its officers, employees, clients or advisors; the foregoing in order to adopt the necessary measures for its correction through the following means:

<CLIENT's email address>

privacy@emilabs.ai

The communication shall contain, as a minimum, the following information:

• Explain the nature of the personal data security breach.
• Provide the name and contact information of the person from each PARTY who is responsible for the investigation.
• Describe the potential consequences of a personal data breach.
• Describe the corrective measures taken immediately.

ELEVENTH. Intellectual Property .

No part of the Services of this Agreement or any associated SOW are prepared at the request of the CLIENT, the only thing that is granted is access to software and support services that are already generally available, the intellectual property of which is exclusively owned by the PROVIDER. This Agreement does not in any case transfer, license, assign or in any way transfer to the PARTIES rights over patents, trademarks, intellectual property or any other type of industrial property in accordance with this instrument.

Notwithstanding anything to the contrary set forth above, PROVIDER shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and PROVIDER shall be free to (during and after the term of this Agreement): (i) use such information and data to improve and optimize the Services and for other developments, diagnostics and corrections in connection with the Services and other PROVIDER products, and (ii) disclose such information only in aggregate or anonymized form in connection with CUSTOMER's business.

TWELFTH. Feedback. During the term of the Agreement and the associated SOWs, the PROVIDER may receive from the CLIENT suggestions, comments and any other type of feedback about the Services (for example, about their usefulness, reliability or performance), about the user experience of the software, or about new functionalities that the CLIENT would like to see included in future offers or versions of the Services (hereinafter, the “Feedback”). The CLIENT agrees to provide this Feedback on an entirely voluntary basis, and agrees to grant the PROVIDER a global, non-exclusive, perpetual, irrevocable, directly and indirectly sub-licensable, royalty-free license to use the Feedback in any way and for any purpose including, but not limited to, making, commissioning, developing, modifying, reproducing, using, importing or exporting, offering for sale, selling, licensing (or authorizing others to license), distributing or disposing of (directly or indirectly), as part of any of the PROVIDER’s businesses, technologies, products or services. The CLIENT agrees that he/she will never provide the PROVIDER with Feedback that may be considered confidential or proprietary to the CLIENT.

THIRTEENTH. Confidentiality . In the event that, during the term of the Contract and the associated SOWs, either PARTY has access to technical, production, financial, accounting, commercial information, business proposals, organizational structure, business strategies, structure of the other PARTY, reports, plans, market projections, industrial data and information, formulas, mechanisms, models, methods, techniques, analysis processes, working documents, compilations, comparisons, and studies owned by the other PARTY or other documents prepared and considered confidential by the other PARTY or any of its subsidiaries or affiliates, which shall not require to be marked as confidential (hereinafter the "Confidential Information"), the receiving PARTY undertakes to maintain the strictest confidentiality with respect to the Confidential Information and not to disclose it to any third party, without authorization from the other PARTY, nor may it modify or alter it in any way, nor give it a commercial use or use other than that authorized by the other PARTY.

Each PARTY agrees that the provisions of this document shall also apply and govern in relation to any contracts or operations that it, as a supplier, may have established with the other PARTY prior to the date of commencement of the validity of this Contract.

Each PARTY acknowledges that all Confidential Information that it has received by any means or form and at any time, as well as any Confidential Information that it may receive in the future pursuant to this document, is and will continue to be the exclusive property of the other PARTY, and that Confidential Information that has industrial or commercial application, that is kept confidential by the person exercising legal control over it, that means obtaining or maintaining a competitive or economic advantage over third parties in carrying out economic activities and for which it has adopted sufficient means or systems to preserve its confidentiality and restricted access to it, is considered a protected industrial secret in terms of the Federal Law for the Protection of Industrial Property, and therefore its disclosure to third parties by any means and in any form is prohibited.

Each PARTY hereby acknowledges that it has taken appropriate measures to preserve the confidentiality of the Confidential Information it has received or will receive under this Agreement and the associated SOWs, or any of its affiliated or subsidiary companies.

Each PARTY undertakes to comply with the following measures, in relation to the Confidential Information transmitted to it:

• Use and carry out the necessary security measures to maintain the confidentiality of the Confidential Information, against its loss, theft, misplacement or inadvertent disclosure, among other eventualities that compromise or may compromise the Confidential Information, for which reason each assumes, from now on, the responsibility of protection of the Confidential Information, and the obligation to indemnify, where appropriate, the other Party, including with respect to its representatives, employees or any person who, due to the nature of their functions, is strictly necessary to carry out or execute the activities in execution of this Contract and the SOWs;
• Among other measures, each Party shall restrict access to Confidential Information through passwords, encryption, keys and other measures that prevent the information from being viewed, copied or modified without the authorization of the other Party.
• Exercise the necessary care and discretion to avoid the disclosure, publication or dissemination of Confidential Information;
• Use the Confidential Information you receive only for the purpose for which it was disclosed;
• Limit the disclosure of Confidential Information only to those persons who are authorized to know it and who necessarily need to know it. Neither Party will reveal to authorized persons information that does not need to be known by them and will seek to fragment it so that authorized persons only know the specific and concrete portion of the information that they need to know. Each PARTY will be responsible for ensuring that authorized persons in turn agree to protect said information under the terms of this Agreement, including the obligation to sign confidentiality agreements, under the terms and conditions of this clause. And in turn, they agree to protect said information under the terms of this Agreement so that it is not known, handled or revealed by unauthorized persons.
• You will not reproduce the Confidential Information in any form or by any means, either for yourself or for any third party, without the express authorization of the other Party.

Each Party agrees to return the Confidential Information within a period of 5 (five) calendar days from the date on which any of the following events occur:

A) From the date on which it is requested;

B) From the date of termination hereof; or

C) From the date of termination of the business relationship between the Parties.

Neither Party may, under any circumstances, retain or retain the Confidential Information, or any copy thereof, after the occurrence of any of the foregoing events.

The validity of the confidentiality obligations established in this clause will remain in force until the end of the Contract, and for a period of 5 (five) years thereafter.

Without prejudice to the provisions of the termination clause, in the event of non-compliance with this clause, the affected PARTY shall have the right to terminate this Contract, without any liability and without the need for a judicial declaration, which may be exercised by means of written notification sent to the other Party, indicating the date of termination of the Contract and the payment of damages that may be caused as a result of its non-compliance.

FOURTEENTH. Assignment of Rights. The PARTIES may not assign or transfer in any way the rights and obligations acquired by virtue of this Contract and any SOW, unless they have the prior written authorization of the other PARTY.

Notwithstanding the foregoing, the PROVIDER may subcontract its subsidiaries for the provision of the Services, who will be considered for all purposes of this Contract as “authorized subcontractors” on the understanding that the PROVIDER will continue to be the sole and exclusive party responsible to the CLIENT.

FIFTEENTH. Labor Liability. Each of the PARTIES, as the employer of the personnel it employs at any time in connection with the performance of its obligations under this Contract and any SOW, declares itself to be solely responsible for its obligations arising from the legal provisions and other regulations on labor and social security. Therefore, it is obliged to respond to all claims that its own workers may file against it or against the other Party respectively, for any reason, and it is obliged to indemnify the other party and reimburse it for the expenses it may have incurred for that reason, including any damages and losses it may suffer for that reason. It is expressly agreed that at no time, effect or form shall either Party be held jointly and severally liable or a substitute employer with respect to the other Party’s personnel or the hiring of personnel for the performance of its obligations under this Agreement and any SOW, thereby relieving the former from liability to pay any benefit, amount or fee resulting in favor of the other Party’s employees, workers, personnel or service providers for any reason. In the event that any claim or demand is brought against either Party by any of the other Party’s employees, the latter Party shall hold harmless and indemnify the defendant from such claim or demand, and shall hold the defendant free from any liability or obligation in connection therewith.

SIXTEENTH. Limitation of Liability. Notwithstanding any provision to the contrary previously established, the PROVIDER, together with its suppliers, affiliates, subcontractors, employees and representatives, shall not be liable to the CLIENT for:

(a) errors, interruptions in use, loss or inaccuracy of data, costs of replacement goods, services or technology, or business losses;

(b) indirect, incidental, moral, punitive, special or consequential damages;

(c) events beyond the reasonable control of the PROVIDER; or

(d) any amount that exceeds the total paid by the CLIENT to the PROVIDER for the services in the last 12 months prior to the event that gave rise to the claim.

This limitation shall apply in all cases, regardless of the type of claim or whether the PROVIDER was advised of the possibility of such damages.

SEVENTEENTH. Third-party services. In order to provide the Services described in this Agreement and the associated SOWs, the PROVIDER may use products and services offered by third parties. The CLIENT hereby consents and authorizes the PROVIDER to continue using third-party products and services for the provision of the Services.

EIGHTEENTH. Integration with External Applications. The Services may contain features designed to interoperate with external applications. PROVIDER cannot guarantee the continued availability of such Service tools, and may cease providing them if, by way of example but not limitation, the third-party provider of an external application disables the interoperability of the external application with the corresponding features of the Service in a manner acceptable to PROVIDER.

NINETEENTH. Warranties. The PROVIDER will use commercially reasonable efforts to maintain the Services in a manner that minimizes errors and interruptions in the Services, in compliance with the terms agreed in each associated SOW. The Services may be temporarily unavailable for planned maintenance work or for unplanned emergency maintenance work, either by the PROVIDER or by third parties that provide services to the PROVIDER, or for reasons beyond the control of the PROVIDER, but the PROVIDER will use commercially reasonable efforts to provide advance notice of possible service interruptions by email. However, the PROVIDER does not guarantee that the Services will be uninterrupted or error-free; nor does it make any type of guarantee regarding the results that may be obtained from the use of the Services, in addition to what is already defined in the Service Levels of each SOW. Except as expressly stated in this section, the Services are provided “as is,” and CUSTOMER disclaims all warranties, express or implied, including, but not limited to, implied warranties regarding the suitability of the Services for a particular purpose.

TWENTIETH. Miscellaneous. No agency relationship, joint venture, or employment of any kind is created as a result of this Agreement or any SOW, and CLIENT has no authority of any kind to bind PROVIDER in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing Party shall be entitled to recover its legal fees incurred.

TWENTY-FIRST. Modifications. This Agreement and any SOW may be modified, in whole or in part, only by written agreement duly signed by the PARTIES.

TWENTY-SECOND. Entire Agreement. This Agreement, together with any applicable SOWs, represents the full and complete statement of the agreement between the PARTIES and supersedes and cancels any prior agreements, whether oral or written, and any other understandings concerning the subject matter of this Agreement, and any modifications hereto must be in writing except as set forth in this Agreement.

TWENTY-THIRD. Nullity. In the event that one or more of the provisions of this Contract, for any reason, are declared null, invalid, illegal or unenforceable in any respect, such facts shall not affect the remaining provisions of the Contract or the associated SOWs, it being understood that the PARTIES shall, in such case, immediately negotiate in good faith the necessary adjustments to the contravened provisions, as may be necessary and reasonable to make it fair and equitable for both PARTIES. Both PARTIES declare that in the execution of this Contract there is no error, fraud, injury, bad faith, or any other defect of consent that could invalidate it, and therefore they may not invoke nullity for these concepts.

TWENTY-FOURTH. Address and Notices. The PARTIES designate the following as their addresses for all types of communications, notices and notifications (judicial and extrajudicial):

• The PROVIDER, Located at 548 Market St. PMB 56789, San Francisco, CA 94104, USA. Email : mateo@emilabs.ai 

‍

• The CLIENT , located at Calle ___________, number ______, Colonia ________, Alcaldía________, CP _______, City_________, Country __________. Email: _____________

All notices shall be made to the addresses indicated and/or through the email addresses indicated in this clause, and it is the responsibility of the person doing so to immediately notify the other party of their change of address and/or email address, in which case, correspondence or notices shall be made to the new address and/or email address. Notices between the PARTIES shall be deemed to have been made when sent by certified mail or in person and in writing, with acknowledgment of receipt, or by fax or company or institutional email, confirmed as received. The PARTIES also agree that any notice made pursuant to this contract must be signed by the legally authorized persons, or any other person holding the agreed managerial or executive position, otherwise such notices shall have no effect.

TWENTY-FIFTH. Applicable Law and Jurisdiction. For all matters relating to the interpretation, execution, compliance and performance of this Contract, the PARTIES They submit to the jurisdiction of the competent courts of Mexico City, waiving any other jurisdiction that, due to their present or future addresses, may correspond to them.

TWENTY-SIXTH. Electronic Signature. The PARTIES declare that this Agreement and its modifications may be signed through electronic means, specifically through the DocuSign® platform (“Electronic Signature”) and, as permitted by the Commercial Code, said Electronic Signature will have the same legal effects as a handwritten signature. The Parties acknowledge and accept that the signatures of this Agreement are trustworthy and binding to legally and contractually obligate themselves in relation to its content and have the same validity and legal effects as a handwritten signature. In accordance with the foregoing, the PARTIES declare: (a) that the data for the creation of each signature corresponds solely and exclusively to the signatory who has the legal capacity to obligate the respective PARTY; (b) that the data message created remains accessible for future consultation; and (c) that the signatories acting on behalf of each of the PARTIES have full legal and statutory authority to obligate them through Electronic Signature and do not require additional authorization to do so. For these purposes, the PARTIES agree that the email addresses included in Clause Twenty-Four above will be considered as valid and binding "information systems", in accordance with Article 91 of the Commercial Code.

‍