General Terms and Conditions (“TCG”) for Sked24 SaaS Services 1. DEFINITIONS The terms that are generally used in capital letters are defined in the Glossary at the end of this document. 2. RIGHTS OF USE AND RESTRICTIONS 2.1. Granting of rights. SKED24 grants the Client a non-exclusive, non-transferable and worldwide right to use the Cloud Service (including its implementation and configuration), the Cloud Materials and the Documentation, solely for the internal business operations of the Client and its Affiliates. The authorized uses and restrictions of the Cloud Service also apply to the Cloud Materials and Documentation. 2.2. Authorized Users. Customer may allow Authorized Users to use the Cloud Service. This use is limited to the Usage Metrics and volumes specified on the Order Form. The Cloud Service access credentials are one-person, but can be transferred from one person to another if the original user is no longer authorized to use the Cloud Service. The Client is responsible for breaches of the Contract by Authorized Users. 2.3. Acceptable Use Policy. With respect to the Cloud Service, the Client must not: a) disassemble, decompile, reverse engineer, copy, translate or carry out derivative works, b) transmit any content or data that is unlawful or that violates any intellectual property right, c ) avoid or jeopardize its operation or safety. 2.4. Verification of Use. The Client will control his own use of the Cloud Service and will notify any use that exceeds the Usage Metrics and the volume. SKED24 can monitor usage to verify compliance with Usage Metrics, volume and Contract. 2.5. Suspension of the Cloud Service. SKED24 may suspend the use of the Cloud Service if continued use may result in material damage to the Cloud Service or its users. SKED24 will notify the Customer of said suspension immediately. SKED24 will limit the duration and scope of the suspension in the most reasonable way possible, depending on the circumstances. 2.6. Third Party Web Services. The Cloud Service may include integrations with web services available through third parties (other than SKED24 or its Affiliates) that are accessible through the Cloud Service and are subject to the terms and conditions of said third parties. These third-party web services are not part of the Cloud Service and the Contract does not apply to them. 3. SKED24'S RESPONSIBILITIES 3.1. Provisioning. SKED24 provides access to the Cloud Service in accordance with what is described in the Contract / Order Form. 3.2. Support. SKED24 provides support for Cloud Services, as specified in the Operation and Support Policy. 3.3. Security. SKED24 uses reasonable security technologies to provide the Cloud Service. As a data processor, SKED24 will implement the technical and organizational measures specified in the Order Form to protect the personal data processed in the Cloud Service, in accordance with the applicable data protection law. 3.4. Modifications. a) SKED24 can modify the Cloud Service and SKED24 Policies. SKED24 will notify the Client of any modification by email, the support portal, publication notes, the Documentation or the Cloud Service. In case the modification is not only an improvement, the information will be provided by email. Modifications may include new optional Cloud Service functions that Customer may use subject to the Supplement and SLA in force. b) If the Client establishes that a modification is not solely an improvement and materially reduces the Cloud Service, the Client may terminate his subscription to the affected Cloud Service by giving written notice to SKED24 within thirty days after receiving the notice. SKED24 newsletter. 3.5. Analysis. SKED24 or SKED24 Affiliates may use anonymous information related to the use of the Cloud Service and Consulting Services to prepare analyzes. The analyzes do not contain Confidential Customer Information. Some examples of analysis are: optimization of resources and support, research and development, verification of data security and integrity, internal demand planning, sector developments and anonymous comparisons with other Clients. SKED24 may provide non-anonymous analysis services with the Client's written consent. 4. CUSTOMER DATA AND PERSONAL DATA 4.1. Client data. The Client is responsible for the Client Data and for entering them in the Cloud Service. Customer grants SKED24 (including its Affiliates and its subcontractors) a non-exclusive right to process Customer Data (including personal data) solely to provide and support the Cloud Service. 4.2. Personal information. The Client will collect and maintain all personal data contained in the Client Data in accordance with applicable privacy and data protection laws. 4.3. Security. The Client will maintain reasonable security standards for the use of the Service by its Authorized Users. 4.4. Access to Customer Data. (a) During the Subscription Term, the Client can access his Client Data at any time. Customer can export and retrieve their Customer Data in a standard format. Export and recovery may be subject to technical limitations, in which case SKED24 and Customer will seek a reasonable method to allow Customer access to Customer Data. (b) Before the Subscription Term is issued, the Client can use the SKED24 self-service export tools (depending on availability) to perform a final export of the Client Data from the Cloud Service. (c) When the Contract ends, SKED24 will delete the Client Data that remain on the servers hosted in the Cloud Service, unless the applicable law requires the conservation of said data. The data that is kept will be subject to the confidentiality provisions stipulated in the Contract. (d) In the case of third-party legal procedures in relation to Customer Data, SKED24 will cooperate with the Customer and comply with the applicable law (in both cases, it will be the Customer who assumes the expenses) in relation to the management of the Data Customer. 5. RATES AND TAXES 5.1. Fees and payment. The Client will pay the fees specified in the Order Form. After prior written notice, SKED24 may suspend Customer's use of the Cloud Service until payment is made. The Client cannot refuse to pay, reduce or compensate the fees due, nor reduce the Usage Metrics during the Subscription Term. Order Forms cannot be canceled and fees are non-refundable. 5.2. Taxes. The rates and other charges specified in an Order Form do not include taxes, which will be borne by the Client. Customer is responsible for all taxes except SKED24 income and payroll taxes. Customer must provide SKED24 with any valid permit or tax exemption certificate before signing an Order Form. If SKED24 is required to pay the taxes (other than income and payroll taxes), the Customer will refund SKED24 these amounts and indemnify SKED24 for the taxes and related costs paid or payable by SKED24 attributable to such taxes. 6. TERM AND TERMINATION 6.1. Term. The Subscription Term is specified in the Order Form. 6.2. Termination. A party may terminate the Contract: a) within thirty days after written notification of a material breach by the other party, unless such breach is remedied during this thirty-day period, in accordance with Sections 3.4 (b ), 7.2 (b), 7.4 (c) or 8.1 (c) (termination will be effective thirty days after receipt of the notice in either case), or b) immediately if the other party files for bankruptcy , is insolvent, transfers its rights to the benefit of its creditors, or incurs a material breach in accordance with Sections 11 or 12.6. 6.3. Refund and Payments. In the event of termination by the Client or a termination pursuant to section 8.1 (c), the Client shall be entitled to: a) a prorated refund of the amount of the unused portion of the fees previously paid for the completed subscription, calculated from the effective date of termination, and b) a release from the obligation to pay fees due during the period after the effective termination date. 6.4. Effect of Expiration or Termination. From the effective date of expiration or termination of the Contract: (a) the Client's right to use the Cloud Service and all SKED24 Confidential Information will end, (b) it will be returned or destroyed, as specified in the Contract, the Disclosure Party's Confidential Information, and (c) the termination or expiration of the Contract will not affect other contracts between the parties. 7. GUARANTEES 7.1. Compliance with Law. Each party guarantees its current and continuous compliance with the applicable laws and regulations in relation to: a) in the case of SKED24, the operation of the SKED24 business in relation to the Cloud Service, and b) in the case of the Client, the Client Data and the use of the Cloud Service by the Client. 7.2. System Availability. SKED24 guarantees to maintain an average monthly availability of the productive system of the Cloud Service as specified in the contract or in the Service Level Agreements (“SLA”) defined in the Operation and Support Policy. 7.3. Warranty Exclusions. The guarantees of Section 7.2 will not apply if: (a) the Cloud Service is not used in accordance with the Contract or the Documentation (b) any non-conformity is caused by the Client, or by any product or service not provided by SKED24 (c) the Cloud Service was provided free of charge (d) they are explicitly excluded in the current SLA. 7.4. Disclaimer of Liability. Except as expressly stated in this Contract, neither SKED24 nor its subcontractors make any declaration or guarantee, express or implicit, regulatory or of any other type, regarding any matter, including merchantability, suitability, originality or suitability for use. or specific purpose, non-compliance or result derived from the use or integration with any product or service specified in the Contract, or that the operation of any of these products or services will be safe, uninterrupted or without errors. The Client accepts that, when formalizing subscriptions to any Cloud Service, he does not trust the delivery of future functionalities, public comments or publicity of SKED24 or product roadmaps. 8. CLAIMS TO THIRD PARTIES 8.1. Claims against the Client. (a) SKED24 will defend the Client against any claim against him, or against his Affiliates, by any third party, alleging that the use made by the Client and its Affiliates of the Cloud Service violates or misappropriates of a patent, copyright or trade secret right. SKED24 will indemnify the Client for all damages ultimately attributed to the Client (or the amount of any settlement reached by SKED24) with respect to such claims. (b) SKED24's obligations under Section 8.1 will not apply if the claim is due to (i) a breach of Section 2 by Customer, (ii) the use of the Cloud Service in conjunction with any product or service not provided by SKED24, or (iii) the use of a Cloud Service that has been provided free of charge. (c) In the event that a claim occurs or may occur, SKED24 may: (i) provide the Customer with the right to continue using the Cloud Service in accordance with the terms of the Contract; or (ii) replace or modify the Cloud Service to remedy the breach without a substantial reduction in its functionality. If these options are not reasonably available, SKED24 or the Client may terminate the Client's subscription to the affected Cloud Service, with prior written notice to the other party. 8.2. Claims against SKED24. The Client will defend SKED24 against any claim that is filed against SKED24, its Affiliates and its subcontractors by third parties and in relation to the Client Data. The Client shall indemnify SKED24 for all damages ultimately attributed to SKED24, its Affiliates and its subcontractors (or the amount of any agreement reached by the Client) with respect to such claims. 8.3. Third party claim procedure. (a) The party against whom a third party files a claim shall promptly notify the other party in writing of any claim, cooperate to the reasonable extent of the defense and may be (at its own expense) part of the advice accepted by the part that provides the defense. (b) The party obligated to defend a claim shall have the right to fully control the defense. (c) Any resolution of a claim must not include a specific financial or performance obligation on, nor the acknowledgment of responsibility by, the party against which the claim has been filed. 8.4. Exclusive Resource. The provisions of this Section 8 constitute the sole, exclusive and complete responsibility of the parties, their Affiliates, their Business Partners and their subcontractors with respect to the other party, and the exclusive remedy for the other party with respect to the claims of covered third parties. hereby and the infringement or misappropriation of the intellectual property rights of third parties. 9. LIMITATION OF LIABILITY 9.1. Unlimited liability. Neither party shall exclude or limit their liability for damages resulting from: (a) the obligations of the parties specified in Sections 8.1 (a) and 8.2, (b) the unauthorized use or disclosure of Confidential Information, (c ) breach of the security and data protection obligations of any party resulting in unauthorized use or disclosure of personal data, (d) death or physical harm as a result of gross negligence or misconduct intent of either party, or (e) any failure to pay the Client the fees due in accordance with what is specified in the Contract. 9.2. Maximum Responsibility. Subject to Sections 9.1 and 9.3, the maximum total liability of any party (or its corresponding Affiliates, or SKED24 subcontractors) to the other party or to any other entity, and in any event (or in any series of connected events) occurring in a six-month period, will not exceed the semi-annual subscription fees paid by the applicable Cloud Services that have directly caused the damage during said six-month period. Any "six-month period" begins on the start date of the Subscription Term. 9.3. Damage Exclusion. Subject to Section 9.1: (a) neither party (nor its corresponding Affiliates, or SKED24's subcontractors) will be liable to the other party for any special, incidental, consequential or indirect damages, loss of repute or business benefits, interruption work or exemplary or punitive damages, and (b) SKED24 will not be responsible for any damages caused by a Cloud Service that has been provided free of charge 9.4. Risk Allocation. The Contract assigns the risks between SKED24 and the Client. Cloud Services and Consulting Services rates reflect the risk allocation and liability limitations herein. 10. INTELLECTUAL PROPERTY RIGHTS 10.1. Property of SKED24. SKED24, its Affiliates or its licensors own all intellectual property rights to and in relation to the Cloud Service, Cloud Materials, Documentation, Consulting Services, design contributions, related knowledge or processes and any work derived from them. All rights not explicitly granted to Customer are reserved to SKED24 and its licensors. 10.2. Customer property. The Client retains all rights to and in relation to the Client Data. 10.3. No claim of Rights. The Client agrees, on his behalf and on behalf of his successors and assigns, not to claim from SKED24, its Affiliates or its licensors any right, or any claim of rights, on any Cloud Service, Cloud Materials, Documentation, or Consulting Service . 11. CONFIDENTIALITY 11.1. Use of Confidential Information. a) The receiving party will protect all Confidential Information of the disclosing party as strictly confidential, to the same extent as it would protect its own Confidential Information and, at a minimum, based on a reasonable standard of protection. The receiving party will not disclose any Confidential Information of the disclosing party to anyone other than its staff, representatives or Authorized Users whose access is necessary to enable them to exercise their rights or execute their obligations under the Contract, and who are subject to confidentiality obligations substantially similar to those specified in Section 11. The Client shall not disclose this Contract or the prices to third parties. b) The Confidential Information of any of the parties disclosed before the formalization of the Contract will be subject to Section 11. c) In case of legal procedures related to the Confidential Information, the receiving party will cooperate with the disclosing party and will comply with the applicable law. (in charge of the revealing party) in relation to the management of Confidential Information. 11.2. Exceptions. Restrictions on the use or disclosure of Confidential Information will not apply to any Confidential Information that: a) the receiving party has independently developed without reference to the disclosing Party's Confidential Information, b) is generally available to the public without breach of the Contract by the receiving party, c) at the time of disclosure, was known to the receiving party without confidentiality restrictions, or d) the disclosing party has accepted in writing as free from confidentiality restrictions. 11.3. Advertising. Neither party will use the other party's name in advertising activities without the other party's prior written consent, unless the Client agrees that SKED24 may use the Client's name in client lists or quarterly calls with its investors or, if it They have mutually agreed to both parties, as part of SKED24's marketing activities (including referral calls and stories, press testimonies, site visits or participation in events). The Client agrees that SKED24 may share information about the Client with its Affiliates for marketing or other business purposes, and that it has appropriate authorizations to share the contact information of the Client's employees with SKED24. 12. MISCELLANEOUS 12.1. Validity. If any provision of the Contract is considered invalid or not applicable, the invalidity or non-applicability will not affect the rest of the provisions of the Contract. 12.2. Irrevocability. Waiver of any breach of Contract is not considered a waiver of any other breach. 12.3. Electronic signature. Electronic signatures that comply with applicable law will be considered original signatures. 12.4. Regulatory issues. SKED24's Confidential Information is subject to export control laws of multiple countries, including the laws of the United States and Chile. Customer will not submit SKED24 Confidential Information to any government agency for licensing or other regulatory approval and will not export SKED24 Confidential Information to countries, persons or entities not authorized by such laws. 12.5. Notifications. All notifications will be made in writing and will be considered delivered when they arrive at the address specified in an Order Form with a copy to the legal department. SKED24 notifications regarding the operation or support of the Cloud Service and what is specified in Sections 3.4 and 5.1 may be sent in the form of electronic notification to the Customer's authorized representative or administrator identified in the Order Form. 12.6. Assignment. Without prior written consent from SKED24, the Client may not assign or transfer the Contract (or any of its rights or obligations) to any party. SKED24 can assign the Contract to any of its Affiliates. 12.7. Outsourcing. SKED24 may subcontract parts of the Cloud Service or Consulting Services to third parties. SKED24 is responsible for breaches of the Contract by its subcontractors. 12.8. Relationship between the Parties. The parties are independent contractors and this Agreement does not constitute an association, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 12.9. Overwhelming force. Any delay in the provision (except in relation to the payment of amounts due) caused by conditions that go beyond the reasonable control of the performing party will not be considered a breach of the Contract. The duration of the benefit will be extended for a period of time equivalent to the duration of the conditions that prevent the benefit. 12.10. Applicable laws. The Agreement and any claims related to its object will be governed and interpreted according to the laws of Pennsylvania, without reference to its principles of conflicts of laws. All conflicts will be subject to the exclusive jurisdiction of the courts located in Santiago, Chile. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Law on Computer Data Transactions (if promulgated) will not apply to the Contract. Either party must initiate action for any claim arising out of the Contract or its subject matter within one year from the date such party knows, or should have known after a reasonable investigation period, the facts that give rise to the claim or claims. 12.11. Totality of the Contract. The Agreement constitutes the complete and exclusive declaration of the agreement between SKED24 and the Licensee regarding the business relationship between the parties and the object of this document. Any previous representation, discussion and wording (including any confidentiality agreement) will be merged with and replaced by this Agreement: likewise, the parties renounce to act by virtue of said previous representations, discussions and wording. The Contract may only be modified in writing and with the signature of both parties, except as permitted by Section 3.4. A Contract will prevail over the terms and conditions of any purchase order issued by the Client, which will cease to be effective or ineffective, even if SKED24 accepts, or in any way does not reject, the purchase order. Glossary A. "Affiliate" of a party is any legal entity of which said party owns, directly or indirectly, more than fifty percent (50%) of the shares or voting rights. Any legal entity will be considered an Affiliate as long as said percentage is maintained. B. "Contract" is an Order Form and the documents incorporated in an Order Form. C. "Authorized User" is any person to whom the Client provides access credentials to use the Cloud Service, be it an employee, agent, contractor or representative of the (a) Client and / or (b) the Client's Affiliates. D. "Business Partner" is a legal entity that requires the use of a Cloud Service for the internal business operations of the Client and its Affiliates. These may be customers, distributors, service providers and / or providers of the Customer. E. "Cloud Service" is any subscription-based solution, hosted, supported and operated on demand by SKED24 under an Order Form. F. "Cloud Materials" is any material provided or developed by SKED24 (independently or in collaboration with the Client) during the course of the provision specified in the Contract, including the provision of support or Consulting Services to the Client. The Cloud Materials do not include any Customer Data, Customer Confidential Information or the Cloud Service. G. "Confidential Information" is (a) regarding Client: (i) Client Data, (ii) Client's marketing and business requirements, (iii) Client's implementation plans and / or (iv) Customer's financial information, and (b) regarding SKED24: (i) the Cloud Service, Documentation, Cloud Materials and analyzes in Section 3.5 and (ii) information related to SKED24 research and development , their product offers, their prices and their availability. (c) Confidential Information, regardless of whether it is from SKED24 or Client, also includes information that the disclosing party protects from unrestricted disclosures to others that (i) the disclosing party or its representatives designate as confidential at the time of disclosure. , or (ii) that should reasonably be considered confidential given the nature of the information and the circumstances that apply to its disclosure. H. "Consulting Services" are professional services, such as implementation, configuration, custom development, and training, performed by SKED24 employees or subcontractors, as described in any Order Form and governed by the Supplement for Consulting Services or other similar contracts. I. "Client Data" is any content, material, data and information that Authorized Users enter into the production system of a Cloud Service or that a Client derives from its use and stores in the Cloud Service (for example, specific reports the client's). Customer Data and its derivatives do not include SKED24's Confidential Information. J. "Documentation" is the current technical and functional documentation of SKED24, as well as any description of roles and responsibilities, if applicable, for the Cloud Service, available to the Client with the Cloud Service. K. "Order Form" is the document requesting a Cloud Service that refers to the TCG. L. "SKED24 Policies" are the operational policies and guidelines applied by SKED24 to provide and support the Cloud Service, as specified in an Order Form.