๐Ÿ“„Terms and Conditions of Service

The present Terms and Conditions of Service will govern the provision of merchant services offered by PHAROS PAYMENTS S.A. DE C.V. hereinafter "BLOCKPAY", with address located at Calle Escocia number 7, Colonia Parque San Andres, Alcaldรญa Coyoacan, Mexico City, with e-mail info@pharospayments.com, through the access and use of the Platform and / or Channels of Instruction made available to it, also accepted by the Customer in conjunction with PHAROS PAYMENTS S.A. DE C.V. "BLOCKPAY", shall be referred to as (the "Parties"), in accordance with the following:

STATEMENTS

  1. THE CLIENT DECLARES TO BE:

a) I would be a natural person, with sufficient capacity to enter into these Terms and Conditions.

b) To be a legal entity incorporated under the laws of Mexico and that its legal representative is a person of legal age with full powers and authority to enter into these terms and conditions.

  1. "BLOCKPAY" STATES:

a) Being a mercantile company with Mexican nationality, incorporated in strict compliance with the provisions of the applicable legislation, as well as having the authorizations and certificates required by the contracted financial institutions, brands and card networks in the market, it complies with the requirements stipulated by Mexican Law to provide the Service offered.

b) To have a License Agreement for the use of the "BLOCKPAY" Trademark, under the legal framework of Intellectual and Industrial Property.

By virtue of the foregoing statements, THE PARTIES grant the following:

GLOSSARY OF TERMS

Definitions. For all purposes of this Agreement, the following terms used with initial capital letters shall have the meanings ascribed to them below:

"Encryption", means the mechanism used to protect the confidentiality of Electronic Transaction information, by means of cryptographic methods using encryption algorithms and keys.

"CNBV", means the National Banking and Securities Commission. "Client of the Business", means the individual or legal entity that acquires products and/or services of the Business through the Internet Page, Website or applications of the latter.

"Code 10" means the code to be used by the Sub-Affiliate to alert the Acquirer or the Issuer when it detects suspicious characteristics or conduct with respect to a Card or Cardholder, which shall be understood as the following, but not limited to: That the same Card or Cardholder has a suspicious behavior.

If the same Cardholder makes several consumptions using Cards from different Issuers. - That the same Cardholder presents himself/herself on several occasions at the same Sub-Affiliate's establishment at different times. - If different persons make several purchases using the same Cardholder's card. If the Card does not have an autographic signature on the corresponding panel, the Sub-Affiliate must ask the Cardholder to sign it and subsequently request an official identification with photograph and autographic signature, verifying that the data and signatures match.

"Transaction Receipt", means the electronic document issued through the Mobile Devices, as proof of the purchase, consumption, payment or disposal transaction made by the Cardholder charged to a Card.

"Account" means the open demand deposit account that the Sub-Affiliate has indicated in this Application, which may be in any Mexican credit institution of its choice to facilitate payment for Transactions, against charges, refunds, adjustments, fees, rates and/or penalties of the Disposal Networks, and any other amount that may be due under the Agreement. The Sub-Affiliate may select at its discretion from among those that the acquiring bank offers to the general public, as long as it is catalogued as at least Level 2 with a Level 4 alternative account, in terms of the Provisions issued in this matter by Banco de Mรฉxico.

"Mobile Device", means a portable digital audio player, electronic device type, POS terminal, Tablet or smart phone owned by the Acquiring Bank, at the choice and under the responsibility of the latter; which complies with the technical and operational specifications for the provision of the services that are the subject of this Agreement.

"Issuer" means the credit institution or financial entity empowered to issue and operate cards, with which the acquiring bank clears.

"Digitized Signature" means the digitized image of the Cardholder's handwritten signature on the Mobile Device.

"International Trademarks" means the companies owning the MasterCard, Maestro, Visa, Electron, Diners Club International and Discover Network Cards, which issue and/or grant Issuers authority to issue Cards bearing the distinctive logo of any International Trademark.

The term "Regulatory Framework" means the Law of Credit Institutions, the Law to Regulate Financial Groupings, other laws related to financial institutions or activities developed by the acquiring bank, the General Provisions applicable to the Disposal Networks issued by Banco de Mรฉxico and other regulations issued by the Ministry of Finance and Public Credit, if any, Banco de Mรฉxico, the National Banking and Securities Commission or the National Commission for the Protection and Defense of Financial Services Sub-Affiliates, as well as any other legal, regulatory or specific norms applicable to the acquiring bank and "BLOCKPAY", the latter in its capacity as Aggregator, and which are related in any way to the purpose of this Agreement.

"Electronic Media", means the Electronic Devices, Mobile Devices, and in general the supporting infrastructure, equipment, automated data processing systems and telecommunications networks required to perform the Electronic Transactions. "

"Sub-Affiliate Number" means the number designated by "BLOCKPAY", which identifies each individual Sub-Affiliate.

"Pesos" means the currency of legal tender in the United Mexican States.

"Authorization Service", means the management that the acquiring bank will perform before the Issuers at the request of "BLOCKPAY", to obtain authorization with respect to the charges derived from the purchases and consumptions made by the Cardholders at the Sub-Affiliate's establishments, which the Issuer may grant, decline, retry or condition depending on the situation of the corresponding Card.

"Settlement Service" means the payment made by the acquiring bank to "BLOCKPAY" for the sales authorized to the Sub-Affiliate against the Cards, as long as they comply with the terms and conditions set forth in this Agreement and includes the validation of the Electronic Transactions, the application of rejections prior, during and after the settlement, the application of the respective consideration, as well as the withholdings for the corresponding taxes.

"Distinctive Signs" means the trademarks, commercial names and logos registered by the bank, "BLOCKPAY" or International Companies before the Mexican Institute of Industrial Property, as well as the names, acronyms, symbols or emblems owned by them.

"Rolling Reserve" is a risk management strategy to protect the merchant and the banks from potential losses due to chargebacks, for which a portion of the processed card volume will be insured to cover the potential business risk. These reserves are held in reserve for a period of 180 days and will be released at the end of this period.

"Card" means a Debit Card or a Credit Card. When this term is used in the plural, it shall mean the aggregate of Credit Cards and Debit Cards.

"Credit Card", means the means of drawdown and payment that associates and allows the Cardholder to make use of the revolving line of credit previously granted to him/her by the Issuer.

"Debit Card", means the means of withdrawal and payment that associates and allows the Cardholder to make use of the funds available in his/her account, in terms of the sight money bank deposit agreement entered into by the Cardholder with the Issuer.

"Cardholder", means the natural person in whose name the Card is issued.

"Discount Rate", means the percentage margin applicable on the amount of each of the Electronic Transactions operated in the Sub-Affiliate's establishments.

"Electronic Transaction", means the Transaction characterized by: (i) presence of the Cardholder and the Card at the time of sale; (ii) swipe and chip reading through the reader incorporated to the Electronic Devices or Mobile Devices, as the case may be; (iii) transmission of wireless information; and (iv) Issuer's authorization obtained electronically (Code 05).

"Irregular Transaction" means an Electronic Transaction made without the consent of the respective Cardholder or that does not comply with the procedures described in this Agreement or with the applicable procedures, rules, regulations or provisions.

CLAUSES

FIRST CLAUSE. Acceptance of cards.

Card Transactions are valid only: (i) With the presence of the Cardholder, the Card at the time of sale and electronically; (ii) Chip reading through the reader incorporated to the Mobile Device; (iii) transmission of wireless information; and (iv) authorization by the Issuer obtained electronically (Code 90 or 05). The Sub-Affiliated Party shall accept any Card as a means of payment for the goods and services it commercializes, under the same conditions as cash payment and shall refrain from making any kind of discrimination on any of the Cards at the time of receipt, so the Cardholder shall freely decide the means of payment he/she wishes to use. In the case of Cards issued by Issuers established in the United Mexican States, the Sub-Affiliate has the option to choose to accept as means of payment: (i) Debit Cards only or, (ii) Credit Cards only. "BLOCKPAY" reserves the right to include the acceptance of new Cards or eliminate any of them from the range of acceptance at any time and for any type of product or service contracted by "BLOCKPAY" and the latter with the Sub-Affiliate. The Sub-Affiliate undertakes not to pass on to the Cardholders the consideration referred to in Clause Three of this Agreement or any additional amount to the price of the products traded. In the event that "BLOCKPAY" becomes aware of the non-compliance, it will reprimand and/or suspend the Sub-Affiliate and/or terminate this Agreement, for which it will make the corresponding written communication.

"BLOCKPAY" shall provide the Sub-Affiliate with the promotional material provided by the acquiring bank free of charge, which the Sub-Affiliate is obliged to display both on the outside of its premises (facades, display cases, etc.) and inside (counters, cash registers, etc.), placing it in a place visible to the public. Any necessary supplies for the acceptance of Cards must be acquired directly by the Sub-Affiliate, and may be provided by "BLOCKPAY" or by the supplier chosen by both at their discretion.

Electronic Passwords. - The Sub-Affiliate agrees to use the electronic passwords required to operate the Electronic Devices or Mobile Devices, as the case may be, and as identification factors for Cardholders.

It is prohibited for Sub-Affiliates to carry out Electronic Transactions resulting from a refinancing operation, payment of previous debts or collection of checks or any other financial instrument via Card or to use for themselves in their own establishments, the Cards that any Issuer has issued in their name, that of their partners, employees or relatives.

The Sub-Affiliate undertakes to generate the Transaction Receipts automatically, either through the Electronic Devices or Mobile Devices, as the case may be. In any case, the Sub-Affiliate shall deliver a COPY of the Transaction Receipt to the respective Cardholder evidencing the payment or rendering of the service and keep a copy in custody for a minimum period of 5 (five years) counted from the date of its generation, which shall be delivered to "BLOCKPAY" as soon as it requests it in order to be able to present it before possible disagreements of the Cardholders, without this implying that these will be resolved in its favor. In case the Sub-Affiliate fails to deliver to "BLOCKPAY" the Transaction Receipts requested, from this moment on he/she authorizes "BLOCKPAY" to deduct from the consideration referred to in Clause Three: (i) the amount of the Transaction Receipts not delivered, delivered extemporaneously or that do not comply with the requirements established in this Agreement and (ii) the operating expenses that may be generated, without prejudice to the penalties to which the Sub-Affiliate may be entitled for the offenses that may be typified in the current or future criminal legislation or in any special law.

SECOND CLAUSE. Electronic Transaction Authorization Process.

In order to carry out the acceptance of the Cards through the use of electronic means, the Sub-affiliate agrees to use only the Equipment and/or system authorized by "BLOCKPAY".

In case of transactions made through the Point-of-Sale Terminal, the acceptance of the Cards shall be made exclusively electronically; therefore, manual transactions or transactions with authorization different from the electronic means, such as authorizations via telephone or off-line transactions, shall not be accepted in these cases. In the specific case that the message of the Point of Sale Terminal is to call the Issuer or other similar or equivalent, the Sub-affiliate accepts and agrees that he/she will not be able to request telephone authorization in any case, unless he/she has a Transcriber Machine and is enabled to use it by "BLOCKPAY". The Sub-affiliate agrees to perform the cutting of the Point of Sale Terminal according to the instructions given by "BLOCKPAY".

In all other cases, the Cardholder will be asked for the Debit/Credit Card in order to make the payment for the goods or services requested. In addition, identification will be requested to verify if the name corresponds with the signature on the back of the identification.

Only if it matches, proceed to (i) carry out the transaction through the card reader once the application is in READY mode; insert the card; (ii) the card data will be recognized and displayed on the screen; (iii) the total amount of the transaction will be requested; (iv) proceed to authorize the transaction through the AUTHORIZE button; (v) you will receive a response with the status of the transaction.

If authorized, the authorization code is obtained and the Cardholder's signature is required as the final authorization process. The reports icon, you can check the listings of all transactions and their status.

We recommend the Sub-Affiliate to: request the signature on their vouchers, either autographic or digital; keep the document describing the service provided (note, invoice or receipt) so that the customer knows what he/she is paying for; verify the authorization of their Customers to make any charge and request an official identification in order to be certain that the person signing is the Cardholder.

THIRD CLAUSE. Consideration.

As consideration for all services related to the Electronic Transaction authorizations that are the object of this Agreement, the Sub-Affiliate agrees to pay "BLOCKPAY" a single discount rate for VISA/MC Credit of: , AMEX and for VISA/MC Debit of: , as well as of: for international VISA/MC cards on the amount of the Electronic Transaction. The Sub-Affiliate authorizes and expressly instructs "BLOCKPAY" to deduct from each daily settlement the amount of such consideration, plus the corresponding Value Added Tax.

"BLOCKPAY" shall not be obliged to settle within such term when the Acquirer has not in turn settled to "BLOCKPAY" the Sale Promissory Note(s) of the Transactions in question.

In this regard, the Sub-Affiliate acknowledges that it is responsible for any amount owed to "BLOCKPAY" under this Agreement and arising from the Services, including the performance or processing of Transactions; notwithstanding the foregoing, ****** reserves the right to withhold, for investigation, those deposits that it deems, in its sole discretion, are or may be irregular transactions or at risk of Chargeback.

FOURTH CLAUSE. Settlement.

After deducting the consideration, taxes, rejections and adjustments that may arise, "BLOCKPAY" will only settle the invoicing to the Sub-Affiliate, in a global and concentrated manner, by means of a deposit made in the corresponding Account, at the latest within 48 (forty-eight) hours of each Business Day (Mexico City Central Time), the amount of the authorized Electronic Transactions of the previous business day.

In all cases, the amount to be deposited will include the corresponding Added Value.

FIFTH CLAUSE. Prohibitions.

It is forbidden for the Sub-Affiliates to carry out transactions resulting from a refinancing operation, payment of previous debts or cashing of checks or any other financial instrument via credit card or to use for themselves in commerce, the cards that any issuer has issued in their name, that of their partners, employees or relatives.

SIXTH CLAUSE. Irregular Conduct.

The Sub-Affiliate undertakes to verify that there are no irregular conducts in the use of the cards by the cardholders, such as:

a) That the same Cardholder makes several consumptions using Cards from different Issuers.

b) That the same Cardholder presents himself/herself at different times with the Sub-Affiliate.

c) Different people making purchases using the same Cardholder's Card.

SEVENTH CLAUSE. Use of distinctive signs.

The Sub-Affiliate may only use the distinctive signs provided in the material delivered by "BLOCKPAY", which is adequate to communicate that electronic transactions are received at the point of sale as a means of payment. Under no circumstances may the Sub-Affiliate use the Distinctive Signs in such a way that Cardholders may assume that the products or services offered by the Sub-Affiliate are sponsored or guaranteed by the acquiring bank and/or by the owners of International Trademarks.

EIGHTH CLAUSE. Account.

The Sub-Affiliate shall establish and keep open during the term of this Agreement an Account to facilitate the settlement of the Transactions. The Sub-Affiliate must maintain sufficient funds in the Account for the settlement of the Transactions provided for in this Agreement and to make the charges, adjustments and credits derived from the Chargebacks, refunds, adjustments, fees, rates and/or penalties of the Disposal Media Networks, and any other amount due under the Agreement.

In accordance with the provisions of Article 2596 of the Federal Civil Code, the Sub-Affiliate irrevocably authorizes and instructs "BLOCKPAY" to make the corresponding charges, adjustments and credits to the Account, to and/or to the Guarantee Fund for the purpose of settling payments or charging amounts owed by the Sub-Affiliate under this Agreement.

NINTH CLAUSE. Delivery of Account Statement.

Each and every one of the items charged to the Sub-Affiliate by virtue of this Agreement shall be reflected in the account statement that "BLOCKPAY" issues for such purpose in the Account indicated by the Sub-Affiliate in the Affiliation Application or in the one indicated thereafter. The account statements will be sent to the Sub-Affiliate on a monthly basis and through the e-mail address provided by the Sub-Affiliate.

TENTH CLAUSE. Rolling Reserve.

For the transactions carried out, the amount of the rolling reserve is calculated on the basis of 20% (twenty percent) of each transaction; the same is reserved for 180 (one hundred and eighty) days. The reported Chargebacks are collected from said amount, and the difference is returned to the Sub-Affiliate, after the term and so on and so forth.

ELEVENTH CLAUSE.

Sub-Affiliate's Liability. "BLOCKPAY" is not a party to, has no involvement or interest in, makes no representations or warranties insofar as it has no responsibility or liability with respect to communications, transactions, interactions, disputes, litigation or any form of relationship between the Sub-Affiliate and its end customers in the acceptance of electronic payments with Means of Payment. Sub-Affiliate is solely responsible for its interactions and business relationship with its end customers. "BLOCKPAY" reserves the right, but has no obligation to monitor interactions between the Sub-Affiliate and its customers.

In such event, the Sub-Affiliate agrees to indemnify and hold "BLOCKPAY" harmless from any damages, losses and/or expenses (including attorneys' fees) arising from any proceedings or litigation of any other nature brought against "BLOCKPAY" by virtue of the Sub-Affiliate's relationship with its customers.

For the Sub-Affiliate who has a Point of Sale Terminal (POS), he/she must keep it in good condition or cover the amount communicated by "BLOCKPAY" for the damage, theft and/or loss of the POS.

TWELFTH CLAUSE. Fraudulent Transactions and Chargebacks.

The Sub-Affiliate:

a) It shall adhere to the provisions set forth in Clause One, for the processing of the Transactions, and therefore shall refrain from carrying out Fraudulent Transactions or Transactions where there are indications that they are Fraudulent Transactions.

b) It shall have the obligation to establish the pertinent measures so that its dependents, employees or third parties involved in receiving payments in its affiliated establishment(s), adhere to the rules of knowledge of the Customer, prevention of money laundering, security and protection of personal data set forth in the regulations for the acceptance of electronic payment requests for Tarjeta Presente and Tarjeta No Presente.

c) It is responsible for documenting and responding to requests for Chargeback and/or cyber fraud that may arise. "BLOCKPAY" will facilitate the processing service before the corresponding Acquirer and Issuer entities but assumes no responsibility or costs for this concept.

d) You will be liable for Fraudulent Transactions and/or Chargebacks for at least 180 (one hundred and eighty) calendar days following the date of termination of the Services.

e) The Parties must review the details of the Chargeback and if possible, send the evidence to the Credit, Service or Debit Card Issuer to carry out the clarification process according to the times and terms established in the applicable regulation.

The Issuer of the Debit or Credit Card is responsible for determining the resolution of the Chargeback. The Sub-Affiliate shall compensate the damages and/or losses that may be caused to the Cardholders, Cardholders, to "BLOCKPAY", to the Issuers and to the Companies holding the Card Brands for incurring in any Fraudulent Transaction, regardless of any other liability that may be applicable to the Sub-Affiliate, its dependents, employees or any third party; likewise, from this moment "BLOCKPAY" is released from any liability arising from the foregoing or that may arise.

In the event that there are transactions objected to by the end customers and the reimbursement of the same is appropriate, the Sub-Affiliate from this moment authorizes "BLOCKPAY" to deduct from any balance it has in favor, the amount of the Transaction plus the commissions generated by this circumstance.

f) It must provide "BLOCKPAY", within 3 (three) business days after the latter requests it, with all the necessary documents to prove that the Cardholder or Cardholder authorized the questioned Transaction and/or received the product or service paid for in conformity. Upon proof of the foregoing to the satisfaction of "BLOCKPAY", "BLOCKPAY" will reimburse the Sub-Affiliate for the amount of the Chargebacks that are not applicable, without such amounts generating interest in favor of the Sub-Affiliate. In the event that "BLOCKPAY" is not provided within the indicated term with the documents mentioned in this paragraph, the Chargebacks processed will be accepted and the Cardholder or Cardholder, as the case may be, will be reimbursed the amounts claimed, without any liability for "BLOCKPAY".

THIRTEENTH CLAUSE. Sub-Affiliate's Liability.

In the event that the Sub-Affiliate, due to its operational needs, agrees with "BLOCKPAY" to use its own means of transfer, it must have the Bank's authorization as well as implement the security measures or mechanisms in the transmission, storage and processing of the information, in order to prevent it from being known or disclosed by third parties.

The foregoing, through the use of technologies that handle encryption and require the use of cryptographic keys that guarantee to "BLOCKPAY" the security in the handling of information, for which the Sub-Affiliate shall be responsible for informing "BLOCKPAY" of such encryption measures, as well as the administration of the cryptographic keys and any other component used for the encryption.

FOURTEENTH CLAUSE. Causes Generating Fraudulent Transactions.

The following acts shall be considered as causes of Fraudulent Transactions:

a) Payments with Means of Payment whose validity has expired or is invalid.

b) Transactions made without the signature of the Cardholder or Cardholder on the corresponding electronic voucher, or any alteration in the data of the electronic voucher and/or the corresponding Transaction is detected.

c) Transactions where the date of the Transaction and/or authorization code is not stated on the promissory note or on the corresponding electronic receipt, or where such code is illegitimate or false.

d) Transactions that were made and/or received without complying with the procedures, provisions and/or rules established in the present Terms of Service or with the procedures indicated by "BLOCKPAY".

e) Fractionate the amount of a sale.

f) Use cards of the Sub-Affiliate or its employees, partners or family members to make payments at the establishment(s) of the Sub-Affiliate.

g) Carrying out a transaction to collect a debt from the Cardholder or Cardholder pretending that goods and/or services are being bought and sold.

h) Generate electronic receipts that simulate Transactions.

i) Any other transaction generated in an irregular manner or contrary to the procedures established in these Terms of Service, or to the applicable provisions.

The Sub-Affiliate shall compensate the damages and/or losses that may be caused to "BLOCKPAY", as well as to the Cardholders, the Cardholders, the Issuers and the companies generating Card Marks, independently of any other liability that may result to the Sub-Affiliate, its dependents, employees or any third party for incurring in such transactions.

In the event of identifying a transaction that does not coincide with the Sub-Affiliate's main line of business or activity, "BLOCKPAY", at its discretion, may charge a conventional penalty equivalent to 2% (two percent) of the total amount of the Transactions carried out by the Sub-Affiliate during the 6 (six) months prior to the date on which such Transaction is detected.

FIFTEENTH CLAUSE. Additional obligations of the Sub-Affiliate.

Without prejudice to the other obligations directly or indirectly arising from this Agreement, the Sub-Affiliate shall have the following obligations:

  1. Verify on every occasion that the Card: (a) Does not present alterations or mutilations; (b) Is current, according to the start and expiration dates shown thereon; (c) Does not show erasures or alterations, nor does it present the words "VOID" or "VOID".

  2. Not to make fractional sales, understanding by fractional sales those sales made with the same Card, in the same Sub-Affiliate's premises and in a period of time of less than 30 (thirty) minutes between one transaction and another, whether they are for the same amount or not;

  3. For the Automatic Currency Conversion service, the Sub-Affiliate must inform the Cardholder the possibility of performing the Transaction in its local currency. The Cardholder must authorize the DCC Transaction, otherwise, the transaction must be processed by the Sub-Affiliate in Mexican pesos. It is understood that the Sub-Affiliate is prohibited from converting a Mexican peso Transaction to the Cardholder's local currency amount after the Mexican peso Transaction has been completed.

  4. Do not accept for any reason pre-prepared or different from the original sales vouchers and/or promissory notes.

  5. In case of suspicion about the validity of the Card, request an authorization by telephone using the code "Code 10";

  6. In the case of Credit Card transactions with Transcriber Machine, the following at least shall be noted on the Credit Card Statement: (a) date of the transaction, (b) description of the goods and/or consumptions, (c) amount of the Transaction, (d) telephone authorization number and; (e) breakdown of special charges, as set forth in this Agreement;

  7. Corroborate the data issued in the Voucher issued by the Equipment provided by the Bank to the Sub-Affiliate against the data printed on the Card with which the sale is carried out;

  8. At the time of signing the Voucher, the Sub-Affiliate's representative must be present. The Sub-Affiliate shall be solely responsible for ensuring that the original Voucher and all its copies are perfectly legible with the information of both the Sub-Affiliate and the Cardholder.

  9. In the case of electronic purses regulated by the tax authorities, such as vouchers, by express provision of the Tax Administration Service (SAT), affiliates are required to comply with the following:

  • I) The (VD) may only be accepted by the AFFILIATE for the acquisition of foodstuffs within the national territory. For such effects, it will be considered as "foodstuffs" that which, in accordance with the applicable fiscal provisions, has such character.

  • II) The (DVs) shall not be exchanged for cash, nor shall they be exchanged for debt securities.

  • III) Refrain from issuing any tax receipts for the purchase of groceries, in accordance with tax regulations.

Likewise, according to the provisions of Articles 12, 21 and 22 of the Workers' Food Assistance Law, the AFFILIATE is reminded that it is forbidden to: (i) to exchange the Electronic Cards for the acquisition of pantry for money, either in cash or by means of credit titles; (ii) to accept the Electronic Pantry Cards for the alienation of alcoholic beverages or tobacco products; (iii) to use the Electronic Pantry Cards for purposes other than those of said Law or for services other than those defined in subsection b) or c) of section I of article 7 or section II of said article, and; (iv) use the Electronic Pantry Cards to withdraw the amount of its balance in cash, directly from the issuer or through any third party, by any means, including automatic teller machines, points of sale or registered cash registers, among others. In the event of incurring in any of these offenses, the AFFILIATE shall be subject to the following penalties: (i) a fine of six thousand to twelve thousand times the general daily minimum wage in force in the economic zone in question; and (ii) in the event of a repeat offense, the amount of the corresponding fine shall be doubled.

SIXTEENTH CLAUSE. Notices.

Unless otherwise expressly provided, all notices, communications and notifications between the parties shall be in writing in the Spanish language and shall be given (i) personally, with acknowledgment of receipt; or (ii) by specialized courier, with acknowledgment of receipt. All notices, communications and notifications shall be given at the addresses set forth in this Agreement.

SEVENTEENTH CLAUSE. Term.

This Agreement shall be valid for a period of one year from the date of signature of this instrument, with the possibility of automatic renewal for an equal period. In the event that the Sub-Affiliate does not wish to renew automatically, it must inform "BLOCKPAY" at least thirty days prior to the conclusion of the term of this instrument.

EIGHTEENTH CLAUSE. Applicable Law and Jurisdiction.

This Agreement shall be governed by and construed in accordance with the applicable laws of the City of Puebla. The Parties agree that any controversy arising from the interpretation or execution of this Agreement shall be submitted to the exclusive jurisdiction of the competent courts of the City of Puebla, and they hereby waive any other jurisdiction that may be applicable by virtue of their present or future domiciles or any other circumstance.

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