Terms and Conditions – Expense Reimbursement Service

1. Definitions

Administrator or Company Owner: Legal representative of the Client, designated within Clara Global as controller of the Client’s Clara Account.

Privacy Notice: Document published by Clara at https://www.clara.cc/hubfs/privacy_policy.pdf, made available to the Client, Administrator and Users prior to the processing of their personal data, in order to inform them of the purposes of such processing from the moment the data is collected by Clara.

Clara: Clara IP, S.A.P.I. de C.V.

Clara Global: Clara’s technology platform, accessible through the website https://global.clara.com/, by means of which the Client may register, access, use and manage the Reimbursement Request management Service offered by Clara.

Client: Any person who uses the Services.

Clara Account: Account that the Client creates by registering with an email address on the Website and/or on Clara Global, in order to access and use the Service.

Supporting Documentation: Invoices, receipts, vouchers or any other document that the User attaches to a Reimbursement Request in accordance with the Client’s internal policies.

Electronic Signature: The expression of will of the Client and/or User made through electronic means —including the acceptance of these Terms and Conditions and the use of its Authentication Credentials— which produces the same legal effects as a handwritten signature and is admissible as evidence.

Authentication Credentials: Those data, passwords or mechanisms requested by Clara Global from the Client, Administrators and/or Users in order to grant access to its resources.

Website: Online portal accessible through the address https://global.clara.com/.

Plan: Each of the Service subscription tiers (Free, Pro and Enterprise) described in the “Plans, Pricing and Billing” section, which determine the enabled features, the applicable usage limits and, where applicable, the corresponding consideration.

Payment Processor: Stripe, or any third party that Clara designates in its place, which processes the charges for paid Plans on Clara’s behalf.

Technology Provider: Third-party provider of technology infrastructure and/or processing used by Clara to enable, host and operate the Service.

Payment Report: File that the Client’s accountant or administrator generates and downloads from Clara Global in order to execute, by its own means and outside the platform, the approved reimbursements, and which may contain banking and tax data of the beneficiary Users.

Reimbursement Request: Record that the User creates in Clara Global to request from the Client the reimbursement of an expense incurred with its own funds in connection with the company’s activities, to which it attaches the corresponding Supporting Documentation.

Services: Technology solution (SaaS) for the administration, control, documentation and monitoring of Reimbursement Requests, provided through Clara Global.

Terms and Conditions: These Terms and Conditions.

Users: Any employee, collaborator, officer, legal representative or authorized person legally related to the Client or to any Affiliate or Subsidiary company that uses Clara Global under the services contracted by the Client, including the creation of Reimbursement Requests.

2. Clara Global

Clara makes Clara Global available to the Client, its Administrators and/or Users as the channel of access to the Service offered by Clara, through which the Client may administer, control and monitor the Reimbursement Requests created by its Users.

3. Services

Clara offers, through Clara Global, a technology solution for the administration and control of corporate expense Reimbursement Requests. The Service works as follows:

• 1.An employee, collaborator or authorized user of the Client incurs an expense related to the company’s activities using its own funds.
• 2.Subsequently, such User creates a Reimbursement Request in Clara Global, attaching the corresponding Supporting Documentation (invoices, receipts, vouchers or any other document required by the Client).
• 3.Clara Global allows the Client to administer, review, approve, reject, document, control and monitor such Reimbursement Requests through internal authorization workflows defined by the Client itself.
• 4.Clara does not make payments, transfers, disbursement of funds, payment processing, money movements or any other financial operation.
• 5.Clara likewise does not participate in the decision to approve or reject expenses, nor does it validate the legitimacy, necessity, reasonableness, appropriateness or deductibility of the expenses reported by Users.
• 6.The economic relationship arising from any reimbursement exists exclusively between the Client and its employees or collaborators. Any payment or return of funds that the Client decides to make is carried out outside Clara Global and under the Client’s sole responsibility.
• 7.Clara acts solely as a provider of a technology platform for the documentary, administrative and operational management of Reimbursement Requests.

Through Clara Global, the Client may access the following features:

• 1.Creation, administration and monitoring of Reimbursement Requests through the Clara Global interface.
• 2.Creation and onboarding of the Client’s Users within Clara Global.
• 3.Upload and safekeeping of the Supporting Documentation associated with each Reimbursement Request.
• 4.Configuration of internal review, approval or rejection workflows for Reimbursement Requests by the Client.
• 5.Consultation of the history, status and detail of the registered Reimbursement Requests.
• 6.Contact with the Customer Support area.
• 7.Generation and download of reports for the Client’s execution of approved reimbursements (Payment Report).
• 8.Access to support features based on artificial intelligence, of an informational or suggestion-based nature, in accordance with the “Artificial Intelligence and Automated Decisions” section.
• 9.Use of the Service in accordance with the features and limits of the contracted Plan.
• 10.Any other features that Clara may add or enable over time.

Clara is limited to providing a technology tool for the documentary, administrative and operational management of Reimbursement Requests. Clara does not provide any financial, banking, payment, money transmission, payment processing, money deposit service, or any other operation or activity reserved to financial institutions or entities. Clara does not execute, hold, disburse or process payments, transfers or funds, and does not intervene in the economic reimbursement relationship between the Client and its Users. The Services available through Clara Global are limited exclusively to those described in these Terms and Conditions.

Clara is a company of a technological nature and is not a financial, banking or payment services entity. The Service does not constitute or replace tax, accounting, financial, labor or legal advice. The categorizations, policy evaluations, exchange rates, duplicate or anomaly detection and any other output generated by Clara Global are merely informational and do not relieve the Client of its verification, compliance and determination obligations under applicable law. The consideration for paid Plans is collected through the Payment Processor, in accordance with the “Plans, Pricing and Billing” section, and this does not change the nature of the Service described in this section.

4. Plans, Pricing and Billing

Commercialization and billing. The Service is provided, commercialized and billed by Clara. The Pro Plan may be purchased and paid for by card within Clara Global, in accordance with the “Purchase of the Pro Plan” section. The Enterprise Plan is contracted directly with Clara’s commercial team and is not offered within Clara Global. Clara may designate another company of its group or affiliate to provide, commercialize and/or bill the Service, including from another jurisdiction, upon notice to the Client in accordance with the “Assignment” section.

Plans. The Service is offered under the following Plans, whose features and usage limits are detailed in Clara Global. All prices are stated in United States dollars (USD):

Free Plan: free of charge. Up to 25 Reimbursement Requests per month, up to 5 Users and 1 entity.

Pro Plan: list price of USD $250.00 per month, with a promotional price of USD $99.00 per month during the first 12 months per Client, in accordance with the “Promotional price” section. From 26 to 350 Reimbursement Requests per month, up to 50 Users and up to 5 entities. Includes artificial intelligence features (OCR, category suggestion and policy agent) and dedicated support in accordance with the “Customer Support and Claims” section.

Enterprise Plan: custom price, negotiated with Clara’s commercial team. From 351 Reimbursement Requests per month, with custom Users and entities. Includes, in addition to the foregoing, advanced artificial intelligence features. The Enterprise Plan is also governed by the agreement entered into with the Client, which will prevail in the event of any conflict with these Terms and Conditions.

Promotional price (Pro Plan). The promotional price of USD $99.00 per month applies only during the first 12 months counted from the first charge of the Pro Plan to the Client, and such period does not restart upon any subsequent cancellation, reactivation or new purchase. At the end of such period, the price will automatically revert to the list price of USD $250.00 per month. Clara will notify the Client of such reversion at least thirty (30) calendar days before the price change takes effect. The terms of the promotional price, including its duration and the list price applicable at its end, are disclosed to the Client before the purchase is completed.

Currency and exchange rate. All prices are denominated in United States dollars (USD) and are charged in that currency to all Clients, including Clients located in Mexico or in any country other than the United States of America. Depending on the Client’s payment method and card issuer, the charge may be reflected in the Client’s account statement in its local currency, in accordance with the exchange rate applied by the issuer or the corresponding payment processor. The Client’s card issuer may also charge its own fees. Clara does not determine, and is not responsible for, such exchange rate or fees, and does not provide currency exchange services.

Taxes, withholdings and costs. Prices do not include taxes. When the Service qualifies as an export of services under applicable law, the applicable rate will apply (which may be 0%), provided that the Client meets the legal requirements for it —among others, being a resident abroad, not having a permanent establishment in Mexico, and using the Service abroad— and provides the information and documentation that Clara requests to evidence it. When the Client does not qualify for such treatment —for example, because it is located in Mexico or has a permanent establishment in the country— the applicable indirect taxes will be added to the price, including, where applicable, Value Added Tax (VAT/IVA). Likewise, any tax, withholding, duty, contribution or similar cost applicable in the Client’s jurisdiction will be borne by the Client; if any withholding applies, the Client will increase the amount paid as necessary so that Clara receives the agreed consideration in full. In all cases, the corresponding amount will be added to the charge made to the Client’s card or payment method.

Purchase of the Pro Plan. Only the Client’s Administrator may purchase the Pro Plan within Clara Global. Before making the payment, the Administrator must tick the box by which it accepts these Terms and Conditions and the Privacy Notice. The purchase cannot be completed without such acceptance. By completing the payment, the Administrator: (i) represents that it has sufficient authority to bind the Client and to use the payment method provided, and (ii) authorizes Clara to make, through the Payment Processor, recurring monthly charges to such payment method for the current Pro Plan price and any applicable taxes, until the subscription is cancelled. The Pro Plan is activated once the payment is confirmed.

Payment processing. Pro Plan charges are processed by the Payment Processor. Card details are entered directly into the Payment Processor’s form embedded in Clara Global. Clara does not receive or store the full card number or its security code. Clara only retains the card brand and last four digits, the billing email address, the status and dates of the subscription and, where applicable, the cancellation reason provided by the Client. The Client may view and download its payment receipts, update its payment method and billing details, and cancel the subscription through the Payment Processor’s portal available in Clara Global. The Payment Processor’s processing of payment data is also governed by its own terms and privacy notice.

Optional Payment Processor services. The payment form may offer optional services of the Payment Processor, such as saving the Client’s payment details for use with other merchants. Such services are provided directly by the Payment Processor under its own terms and privacy notice, are not part of the Service, and Clara is not responsible for them.

Frequency, renewal and non-payment. The Pro Plan is charged monthly, in advance and, during the current commercial phase, does not require entering into an annual agreement. The subscription renews automatically for successive monthly periods charged to the registered payment method, until the Client cancels it in accordance with the “Account cancellation or deletion” section. Without prejudice to the “Failed payments” section, failure to pay the consideration may result in the suspension and/or termination of the Service, without liability for Clara, upon prior notice to the Client.

Failed payments. If a monthly charge cannot be made, the Payment Processor will retry the charge for a period of up to seven (7) calendar days. During that period the Client will retain the Pro Plan and will receive a notice to update its payment method. If the charge has not been made by the end of that period, the subscription will be cancelled automatically and the Client will be moved to the Free Plan, with the effects set out in the “Effects of moving to the Free Plan” section, and will be notified by email.

Subscription cancellation. The Client, through its Administrator, may cancel the Pro Plan subscription at any time from Clara Global or from the Payment Processor’s portal. Cancellation takes effect at the end of the monthly period already paid; until that date the Client retains the Pro Plan and may reactivate the subscription at no additional cost. On that date, the Client will be moved to the Free Plan. Cancelling the subscription does not cancel or delete the Clara Account, which is governed by the “Account Cancellation or Deletion” section.

Refunds. Amounts paid for Plans are non-refundable, and there will be no refunds or proration for unused days of the current period, unless applicable law provides otherwise. Clara may, at its discretion and on an exceptional basis, grant full or partial refunds or cancel a subscription immediately, without this giving the Client any right in respect of other periods or cases. If the Client disputes with its card issuer a charge made in accordance with these Terms and Conditions, Clara may cancel the subscription and move the Client to the Free Plan, without prejudice to its right to collect the corresponding payment. Notwithstanding the foregoing, Clara will refund duplicate charges, charges made in error attributable to Clara or the Payment Processor, and charges made after a cancellation has taken effect.

Effects of moving to the Free Plan. When the Client is moved to the Free Plan, whether due to cancellation, non-payment or the expiry of a Courtesy Plan, the existing information in its Clara Account, including Reimbursement Requests, Users and history, will not be deleted. From that moment, the Free Plan limits will apply: if the Client exceeds them, it may continue to view and use its existing information, but may not add new Reimbursement Requests, Users or entities beyond such limits until it purchases a higher Plan again. The Client will also lose access to features exclusive to the Pro Plan.

Courtesy Plans. Clara may, at its discretion, grant free access to a paid Plan, with or without an end date (a “Courtesy Plan”). Clara may extend or terminate a Courtesy Plan at any time; for Courtesy Plans without an end date, it will do so upon at least seven (7) calendar days’ prior notice to the Client. For Courtesy Plans with an end date, Clara will notify the Client before expiry. When a Courtesy Plan expires, the Client will be moved to the Free Plan unless it has previously registered a payment method, in which case the first Pro Plan charge will be made on the Courtesy Plan’s expiry date and the monthly renewal set out in this section will apply from then on. A Courtesy Plan does not give the Client any right to its renewal or to any future pricing.

Tax invoices. The receipts and invoices issued by the Payment Processor evidence payment but do not constitute Mexican digital tax invoices (CFDI). Clara will issue the tax invoices required under applicable law, for which the Client must provide the tax information that Clara requests.

Price changes. Clara may change the prices of paid Plans. Any change will be notified to the Client at least thirty (30) calendar days in advance and will apply from the first renewal after the date on which it takes effect. If the Client does not agree, it may cancel the subscription before that date in accordance with the “Subscription cancellation” section.

Plan communications. Administrators will receive emails relating to the Plan, charges, failed payments, Courtesy Plans and account status. Given their operational nature, these communications cannot be turned off.

Usage limits and Plan upgrade. Use of the Service is subject to the limits of the contracted Plan (number of Reimbursement Requests per month, number of Users and number of entities). Upon reaching such limits, or upon requiring features exclusive to a higher Plan, the Client must upgrade its Plan.

Clients with an active Clara plan. For Clients that have an active Clara plan, the Service may be included at no additional cost within such plan, in accordance with the corresponding features and limits.

Conversion rates. Clara Global may display exchange rates and converted amounts for merely informational purposes. Such rates are provided by third parties, so Clara does not guarantee their accuracy or validity and does not provide currency exchange services. The Client is responsible for verifying the amounts and determining the reimbursement amount.

5. Client Responsibilities

The Client acknowledges and accepts that the correct entry and accuracy of the information related to each Reimbursement Request, including but not limited to amounts, items, dates and the attached Supporting Documentation, are the sole responsibility of the Client and its Users. Clara does not validate the accuracy, validity, sufficiency, legitimacy, necessity, reasonableness, appropriateness or deductibility of the information or of the expenses recorded by Users.

The Client acknowledges that the Payment Report it generates or downloads from Clara Global may contain banking and tax data of Users in legible form, and that such file leaves Clara Global upon being downloaded. The safekeeping, use, distribution and protection of the Payment Report and of the information it contains are the sole responsibility of the Client.

6. Client Representations

The Client represents and warrants that: (i) it has the capacity, powers and authorizations necessary to contract the Service and to record and upload to Clara Global the information and the Supporting Documentation, including the personal, banking and tax data of its Users; (ii) it has obtained from its Users and from any third party the consents and legal bases necessary for such processing and, where applicable, for its transfer to Clara and to the technology providers; (iii) the Supporting Documentation may contain data of third parties who are not Users (for example, in vouchers or evidence), for which the Client is responsible for having the corresponding legal basis; and (iv) the economic reimbursement relationship, as well as the truthfulness, lawfulness and appropriateness of the expenses, correspond exclusively to the Client and its Users. The Client will hold Clara harmless against any claim by Users or third parties arising from a breach of these representations.

7. Approval and Reimbursement of Requests

The review, approval or rejection of each Reimbursement Request, as well as the decision to make the corresponding reimbursement and the means to make it, are the sole responsibility of the Client and are determined in accordance with its internal policies. Any payment or return of funds to Users is made outside Clara Global, with the Client’s own funds and under its sole responsibility. Clara does not intervene in, execute, hold, disburse or process such reimbursements, nor does it participate in the decision to approve or reject them.

8. Artificial Intelligence and Automated Decisions

Clara Global incorporates features based on artificial intelligence models operated by third-party providers, such as the extraction of data from the Supporting Documentation (OCR), category suggestion, the evaluation of expenses against the Client’s policies, and the generation of text or analysis. The output of such features is informational, supportive or suggestion-based in nature, does not constitute advice of any kind, and does not by itself determine the approval, rejection or payment of a Reimbursement Request.

The only automated decisions that change the status of a Reimbursement Request are the automatic approval or rejection rules that the Client itself configures in accordance with its internal policies. Such rules are deterministic and do not rely on artificial intelligence. The Client is solely responsible for the definition, configuration, activation and results of such rules, as well as for reviewing and validating the suggestions generated by the artificial intelligence features before making any decision.

The Client acknowledges and accepts that, in order to provide such features, certain information (including amounts, merchants, descriptions, the Client’s expense policies and, where applicable, the Supporting Documentation) may be transmitted to the corresponding technology providers, in accordance with the Privacy Notice. Clara will not be liable for the decisions that the Client makes based on such outputs.

9. Third-Party Involvement in the Provision of the Service

Clara may use infrastructure, services, platforms and technology solutions provided by Technology Providers, the Payment Processor and other third parties to enable, host, transmit and operate Clara Global and the Service. The Client acknowledges and accepts that Clara may contract such third-party services for the provision of the Service, without this requiring additional authorization from the Client. The Client acknowledges and accepts that Clara will not be liable for interruptions, errors, delays, unavailability or failures attributable to such third parties.

10. Limitation of Liability

Clara will not be liable for the decisions to approve or reject Reimbursement Requests, nor for the payments, reimbursements or returns of funds that the Client makes or fails to make to its Users, nor for any tax, labor, administrative or economic consequence arising from the expenses reported by Users or from the reimbursements made by the Client.

Clara’s liability arising from the Service will be limited exclusively to direct damages actually evidenced and directly attributable to Clara, excluding, to the maximum extent permitted by applicable law, any indirect, incidental or consequential damages, lost profits, loss of revenue, loss of business opportunities, or damages arising from acts or omissions of the Client, its Users, the Technology Providers or other third parties.

In any case, and to the maximum extent permitted by applicable law, Clara’s total and aggregate liability towards the Client for any matter related to the Service will not exceed the amount actually paid by the Client to Clara for the Service during the 12 (twelve) months immediately preceding the event giving rise to the liability.

11. Disclaimer of Warranties

The Service and Clara Global are provided “as is” and “as available.” To the maximum extent permitted by applicable law, Clara does not grant any warranty of any kind, express or implied, regarding the Service, including warranties of uninterrupted availability, absence of errors, fitness for a particular purpose, accuracy or completeness of the processed information, or the achievement of a specific result. Clara does not guarantee service levels, response times or specific results, unless expressly agreed in writing with the Client.

12. Information Provided by the Client

It is the Client’s obligation to provide Clara with the registration and identification information requested from it, including, primarily, a valid email address and the identification data of the company and its Users. The Client is responsible for ensuring the truthfulness, validity and currency of such information and may update or modify it at any time through Clara Global.

The information and documentation provided by the Client will be assessed by Clara, primarily, for the following purposes:

• •Identification of the Client and the Administrators; and
• •Compliance with the legal and regulatory provisions applicable to Clara.

Clara may request additional information or documentation from the Client in order to identify it or verify its registration. Clara has the power to deny, suspend, cancel or block the Clara Account and/or all or part of the Service, without liability for Clara, in the event that the Client does not comply with such requests or breaches these Terms and Conditions.

13. Access to Clara Global

In order to access the Service, the Client or Administrator must log in to Clara Global using the Authentication Credentials provided and/or generated during the Clara Account opening process or thereafter.

14. Authentication Credentials

The Client, as well as the Administrator and the Users, must generate their own Authentication Credentials to access Clara Global. The Authentication Credentials may consist of passwords, one-time passwords, personal identification numbers, any combination thereof, or any mechanism that Clara establishes as an Authentication Credential due to its level of security.

The Authentication Credentials are personal and non-transferable and will be personally linked to their creator.

Clara undertakes not to store a copy of the Authentication Credentials, unless such information is securely and confidentially encrypted, ensuring that no person, whether related to or unrelated to Clara, can obtain or learn such access mechanism, following industry best practices and in accordance with the Law.

The Client undertakes to ensure that it, as well as its Administrator and Users, comply with the following obligations:

• •Not to lend, assign or transfer the Authentication Credentials to third parties. For purposes of this clause, a third party is understood to be any person to whom such Authentication Credentials are not linked.
• •Not to share information related to the Authentication Credentials.
• •To adequately keep and safeguard the Authentication Credentials in accordance with their nature, restrictions and specifications.
• •To cancel and generate new Authentication Credentials when it is presumed that they have been compromised or lost.

The Client will be responsible for the misuse that it, as well as its Administrators and/or Users, make of the Authentication Credentials.

At all times, the Client, its Administrator and/or Users are solely responsible for keeping secret all information regarding their Authentication Credentials; therefore, it is their entire responsibility to ensure that they are kept in a safe place and that such information is not disclosed to third parties. The Client, through its Administrator and/or Users, must notify Clara, through Clara Global, of the loss or compromise of its Authentication Credentials.

15. Customer Support and Claims

The Client may contact the Customer Support area through the following channels:

Email: [email protected]

The Customer Support area may contact the Client, after its inquiry, to inform it of the status of the inquiry or to follow up on the request or assistance sought.

Pro Plan dedicated support. For Pro Plan Clients, dedicated support consists of priority attention through the Customer Support channels. Unless expressly agreed in writing, it does not include any guaranteed service levels, response times or availability.

16. Prohibited Use and Activities

The Client, the Administrators and/or the Users may only use the Service for lawful purposes and in accordance with applicable law. Clara does not authorize or consent to the use of the Service for unlawful, fraudulent or public-policy-infringing activities.

By way of example and not limitation, the Client, the Administrators and/or the Users may not, directly or indirectly, carry out any of the following activities:

• a.Use the Service to carry out, facilitate or conceal unlawful, fraudulent activities or activities contrary to applicable law.
• b.Create Reimbursement Requests or Supporting Documentation using false, incorrect, altered, incomplete information or information that does not correspond to real expenses related to the Client’s activities.
• c.Create Reimbursement Requests or Supporting Documentation that do not correspond to the Client or for which sufficient authorization is not held.
• d.Use the Service for purposes of fraud, simulation of expenses or transactions, money laundering, terrorist financing or any other activity prohibited by applicable law.
• e.Attempt to breach, alter, interfere with or affect the operation of Clara Global or the Service.
• f.Use the Service in a manner that may create an operational, regulatory, reputational or compliance risk for Clara or for third parties.
• g.Commercialize, resell, sublicense or allow unauthorized access to the Service.

In the event that the Client, the Administrators and/or the Users carry out prohibited, unlawful activities or activities contrary to these Terms and Conditions, the Client undertakes to hold Clara harmless from any claim, damage, fine, penalty, proceeding, contingency, investigation or judicial or administrative process arising from such activities.

17. Privacy Notice

For purposes of regulating the use and processing of the data and information provided by the Client, its Administrators and Users, Clara makes the Privacy Notice available to them on the Clara Global website.

Cookies and attribution data. Clara Global uses cookies and similar technologies in accordance with the preferences each visitor selects in the cookie banner. Where the visitor has given the relevant consent, when the Clara Account is created Clara will retain data on how the visitor reached Clara Global, solely for internal analytics and to measure acquisition channels, in accordance with the Privacy Notice. Such data is not used to make decisions about the data subject. Cookie preferences may be changed at any time; if consent is withdrawn, Clara will stop collecting such data and will delete the data it retained on the basis of that consent, except for any information that must be retained under applicable law.

The Client must read and consent to the Privacy Notice prior to accessing or using Clara Global.

Access to and/or use of Clara Global implies the Client’s full acceptance of the Privacy Notice.

18. Authorization for the Processing of Personal Data

The Client, its Administrators and Users acknowledge and expressly authorize Clara, in its capacity as data controller, to collect and process the personal data they provide through Clara Global for the purpose of providing, administering, operating and monitoring the Reimbursement Request management Service, identifying Users, complying with applicable legal, regulatory and contractual obligations, and the other purposes set out in the Privacy Notice. To that end, Clara may share personal data with processors acting on its behalf, including Technology Providers and the Payment Processor.

Clara processes as data controller the personal data necessary to create and manage accounts, provide and charge for the Service, provide support, protect Clara Global and comply with its legal obligations. Clara processes the information that the Client and its Users record to manage Reimbursement Requests as a data processor, on behalf of the Client and in accordance with its instructions, under the terms of the Privacy Notice.

Personal data will be processed in accordance with the Federal Law on the Protection of Personal Data Held by Private Parties, its Regulations and other applicable provisions, as well as in accordance with the Privacy Notice available on the Clara Global website.

The Client undertakes to obtain, from its Administrators and Users, the authorizations and consents necessary for their personal data to be processed and, where applicable, shared or transferred to Clara in accordance with the Privacy Notice, and represents that it has sufficient authority to provide such data to Clara.

The data subject may exercise its rights of access, rectification, cancellation and objection (ARCO Rights), as well as revoke the consent granted and limit the use or disclosure of its data, in accordance with the procedures established in the Privacy Notice.

Access to and/or use of Clara Global implies acceptance of the Privacy Notice and of this authorization for the processing of personal data.

19. Maintenance of Clara Global

Clara may carry out maintenance activities on Clara Global. The Client accepts and acknowledges that, for the duration of such activities, the use of Clara Global may be affected. Clara will not be liable for the interruption of the Service due to platform maintenance; however, Clara will seek to carry out maintenance activities at times that affect the operation of the Service as little as possible.

20. Fortuitous Event and Force Majeure

Clara will not be liable for the lack of availability, access or operation of Clara Global or the Service, nor for the damages, losses or any other harm that the Client may suffer, when such circumstances derive from causes beyond Clara’s reasonable control, including but not limited to:

• a.Failures, interruptions or deficiencies in the connection of telecommunications networks, internet services or data services used by the Client, Administrators and/or Users.
• b.Widespread failures or interruptions in telecommunications networks, technology infrastructure or data services within the Mexican Republic or in the geographic area where the Client, Administrators and/or Users are located.
• c.Failures, unavailability, maintenance, interruptions or errors in the systems, platforms or services of the Technology Providers or of third parties involved in the operation of Clara Global.
• d.Loss, alteration or incorrect transmission of information resulting from negligence, error, carelessness or improper use by the Client, Administrators and/or Users.
• e.Acts of authority, regulatory changes, technological contingencies, cyberattacks, information security events, fortuitous event, force majeure or any other cause beyond Clara’s will and reasonable control or whose execution depends wholly or partly on third parties.

21. Services in Testing Phase

Clara may offer services in a trial or beta version or modality. In the event that the Client agrees to receive trial services, it accepts and acknowledges that Clara is not liable for the failures or errors that such services may present.

22. Public Demonstration

Clara may make available to the public a demonstration version of the Service, accessible without registration, which operates exclusively on fictitious data. The information that the visitor uploads in the demonstration is discarded and not retained. The demonstration is offered “as is” and “as available,” for illustrative purposes, without warranty of any kind and without creating any obligation for Clara. The features, limits and results of the demonstration may differ from the contracted Service.

23. Compatibility Requirements

The Client, the Administrators and/or Users will be solely responsible for using devices compatible with Clara Global that meet the technical requirements to use it, as well as for having the browsers or programs that may be needed for its execution and correct operation.

Clara is not responsible for the failures that Clara Global may present due to the incompatibility of the devices or software used by the Administrators and/or Users.

24. Internet Access

In order to use the Service provided by Clara, the Client, Administrators and/or Users must have internet access. All costs related to internet access must be borne by the Client.

Clara is not responsible for the failures that Clara Global may present due to connection failures, lack of speed or any other cause related to the internet service contracted by the Client, Administrators and/or Users.

25. Amendments to the Terms and Conditions

Clara has the power to amend the Terms and Conditions at any time. Clara will notify the Client, Administrator and/or User of the amendments made so that, where applicable, it may grant its consent. Continued use of Clara Global after Clara has notified the Client of the amendment implies the Client’s acceptance thereof.

The Client and/or User will be deemed to have accepted the amendments to the Terms and Conditions when it accesses and/or uses Clara Global, downloads it on any of its devices, or accesses the Website.

26. Term

The Terms and Conditions will have an indefinite term and will apply to the Client, the Administrators and/or Users for as long as they use Clara Global.

27. Account Cancellation or Deletion

The Client may request the cancellation or deletion of its Clara Account at any time through the Customer Support channels. Such request will be handled by Clara within a reasonable period. Clara may retain the information associated with the Account for as long as necessary to comply with applicable legal obligations and in accordance with the Privacy Notice. The cancellation or deletion of the Account does not release the Client from the obligations previously incurred. Deletion of the Clara Account entails the cancellation of any active subscription, without refund of amounts already paid.

28. Assignment

The Client may not assign or transfer its rights or obligations under these Terms and Conditions without the prior written consent of Clara. Clara may assign or transfer, in whole or in part, its rights and obligations under these Terms and Conditions to any company of its group or affiliate, or in the context of a corporate reorganization, upon notice to the Client. Likewise, Clara may designate or replace the entity that provides, commercializes and/or bills the Service, including entities located in other jurisdictions, without this constituting a modification of the Service. Continued use of the Service after the corresponding notice will imply the Client’s acceptance of such assignment, replacement or change of entity.

29. Jurisdiction

The Client and Clara agree to submit to the jurisdiction of the courts of Mexico City to hear any dispute or conflict arising in connection with the application or interpretation of these Terms and Conditions. The Client and Clara waive any other jurisdiction or venue that may apply by reason of their present or future domicile.

30. Governing Law

The application and interpretation of these Terms and Conditions will be governed by the laws of Mexico City and by the Federal Laws that may apply.