TERMS AND CONDITIONS

TERMS OF USE, CONDITIONS, AND ACQUISITION CONTRACTS FOR PRODUCTS AND SERVICES FOR THE WEBSITE, PRODUCTS, SERVICES, AND CUSTOMER SERVICE.

For any matters related to this Notice, contact ayuda@kearnit.us.

By entering and using this portal, using or contracting the services and products offered by "KEARNIT" S.A. DE C.V. or through its associates or distributors, hereinafter referred to as "KEARNIT", you, the User, are accepting the terms and contents of this agreement and expressly declare your acceptance by electronic means, in terms of what is provided by Article 1803 of the Federal Code. If the user does not accept absolutely or completely the terms and conditions of this agreement, they should refrain from accessing, using, viewing, and/or contracting the services of "KEARNIT".

In the event that you, the user, continue to use "KEARNIT", such action is considered as your absolute and express acceptance of the Terms and Conditions stipulated in this document.

These General Conditions, together with the Particular Conditions, the corresponding service descriptions, and the current rate lists, which are established in each case, will regulate the provision by "KEARNIT" of web hosting services, domain name registration, electronic messaging services, applications, and IT tools (hereinafter referred to as "the Services"), as well as other services that may be offered to the CLIENT in the future in exchange for the corresponding remuneration to be paid by them.

These Services will grant the CLIENT a right to use the offered products, in accordance with the terms, conditions, and timelines set forth in these General Conditions and the Particular Conditions that may be established.

This document expresses the Terms and Conditions for each range of "Services" of "KEARNIT", which may or may not apply to your contract but are made known to you for your acceptance in the event of partial or total use of them.

By contracting any of these "Services" you accept the Terms and Conditions stipulated in this document, and in case "KEARNIT" updates it, you will be notified through the contact details provided in your registration form.

It is also the responsibility and obligation of "THE CLIENT" to stay informed of any modification to this document. Therefore, "KEARNIT" commits to publishing any modifications on the site http://calidad.keaernit.com and offers help and support services via ayuda@kearnit.us.

These General Conditions will prevail over any general condition that the CLIENT may allege, except for an express agreement or contract to the contrary, which is documented in writing and accepted by "KEARNIT".

The specific sections of this document stipulate any particular condition to the "Services" contracted by the CLIENT and the rights and obligations of "KEARNIT" for them.

I. Intellectual Property "KEARNIT"

All materials contained on this site and sites owned by "KEARNIT" (including, but not limited to, text, logos, content, images [animated and static], icons, and photographs, among others) are protected by national and international Copyright and Industrial Property laws.

Regarding everything contained on the site, reproduction, use, copying, printing, distribution, publication, translation, adaptation, rearrangement, and any other use or total or partial modification of the data and works contained on this page, by any means and in any form, is prohibited.

Regarding the use of the logo, it may only be used if the following clauses are met:

  1. 1) The material may only be used for personal or educational, non-profit, and non-commercial use;
  2. 2) The copyright, trademark, or reserved rights legend must be included, referring to "KEARNIT" S.A. de C.V., that is, "Copyright © "KEARNIT" All rights reserved";
  3. 3) An email must be sent to ayuda@kearnit.us notifying which information will be used and its purpose. The aforementioned does not grant any license or any type of right regarding said information.

I. Intellectual Property “KEARNIT

In full conviction of the proper use of information, for your safety, privacy, and peace of mind, and in compliance with the provisions of the Federal Law on Transparency and Access to Public Information, we inform you of our privacy policy and data handling practices and make the following commitment:

The data we request in contact forms, support requests, service contracts, human resources, and any other within the sites owned by “KEARNIT” will be used to establish contact with the interested party according to their requests.

The data collected by “KEARNIT” will never be disseminated, distributed, or sold.

If you wish to be removed from our database, you may, at any time, request the removal of your data by email at ayuda@Kearnit.us, or in writing to Arco de la Independencia 301 Interior 1, Col. Los Arcos, C.P. 20146 Aguascalientes, Ags., addressed to the administrative department.

In any case, we will always use the information provided to give you better service.

For more details, please review the full privacy notice:

KEARNIT”, S.A. de C.V. with address at Arco de la Independencia 301 Interior 1, Col. Los Arcos, C.P. 20146 Aguascalientes, Ags., is responsible for collecting your personal data, the use made of it, and its protection.

Based on the Federal Law on Protection of Personal Data Held by Private Parties, “KEARNIT”, S.A. de C.V. recognizes the importance of ensuring proper privacy and security of your information according to current laws, and we are committed to safeguarding your personal information according to legal, administrative practices and industry-specific IT security standards.

Furthermore, we are committed not to commercialize, rent, share, or disclose your personal information to third parties for illegal purposes or contrary to those of the owner, except in cases where the owner expressly authorizes it.

Accordingly, this “Privacy Notice” applies to all personal information collected by “KEARNIT”, S.A. de C.V., including its affiliated and subsidiary companies, as well as third parties with which it has or will have contractual relationships, to provide you with personalized services, always maintaining the security levels required by the Federal Law on Protection of Personal Data Held by Private Parties.

By agreeing to this “Privacy Notice,” you consent to “KEARNIT”, S.A. de C.V. collecting and using your personal data for the purposes specified below.

We remind you that in terms of Personal Data Protection, you may exercise your “ARCO” rights as follows, according to the procedures regulated by the Federal Law on Protection of Personal Data Held by Private Parties and through the mechanism specified at the end of this Privacy Notice:

Access: You may choose how to communicate with us through the means mentioned in this document to know if “KEARNIT”, S.A. de C.V. holds your personal data and the details of the same.

Rectification: You may request us to correct any of your personal data if we have it recorded incorrectly or if it has been modified.

Cancellation: You may request that we cancel or remove your personal data, provided there is a valid reason justifying such action and you do not have any outstanding obligations to “KEARNIT”, S.A. de C.V.

Opposition: If you no longer have any legal relationship or obligation with us, you can exercise this right, by not sharing any data. Depending on our relationship with you, the information we collect includes name, company name, federal tax registration, tax address, postal code, age, marital status, address, phone, mobile, Nextel, email, profession and/or occupation, bank account(s), standardized bank code(s), and other financial data, as specified in the various forms you send us for your registration as clients or suppliers - as the case may be.

We also collect personal data of those who will serve as contacts to carry out our contractual relationship in the best manner possible.

This personal data is provided by you, as applicable, through the departments of purchases, sales, credit and collections, accounts payable, marketing, or customer service, as part of the contractual operation we have or intend to have with you, for the specific purposes specified later.

This personal data is necessary and used to comply with fiscal and legal guidelines derived from our relationship with you, such as - depending on the case - client selection and acceptance, supplier evaluation, invoicing, collections, payments, credit granting, order requests, delivery of goods and product information and changes to them, among others.

Additionally, the information collected by “KEARNIT”, S.A. de C.V. may be used for statistical, promotional, advertising, marketing, or commercial prospecting purposes.

We inform you that your personal data is only transferred and handled by our affiliate or subsidiary companies, or a third party duly contracted with confidentiality clauses and personal data protection. This is for the purposes mentioned in the preceding paragraph.

We understand that if you provide us with personal data of third parties to be considered as contacts, references, guarantors, or co-responsible parties, you have obtained their consent to transmit their data to us for the aforementioned purposes, in compliance with the Federal Law on Protection of Personal Data Held by Private Parties.

Regarding sensitive personal data referred to by the Law, express authorization will be obtained from the owner for its use and processing.

If you have any questions or wish to know the data about you that is in our databases, update or correct it (if it is incorrect), or exercise the right to withdraw or partially or fully block it, or even limit its use or disclosure, you can contact us from January 2012 through the reserved access for receiving requests corresponding to the exercise of ARCO rights mentioned in the Law, which is available on our website at the following address http://calidad.kearnit.us, ensuring that your requests will be handled by our department responsible for personal data processing.

If any changes are required to this privacy notice, they will be notified through our website at the following address http://www.kearnit.us

III. TERMS AND CONDITIONS FOR “SPECIFIC SERVICES” DEPENDING ON YOUR CONTRACTING

WEB HOSTING (SHARED HOSTING, DEDICATED SERVERS, ANYTHING INVOLVING STORAGE).

Web hosting is the service of storing data on the Internet through a computer or resources dedicated exclusively to “THE CLIENT”

The provision of these services is provided by “KEARNIT” with “THE CLIENT” being the beneficiary who explicitly accepts this contract, which cannot be replaced by any other document or verbal agreement unless there is an exclusive contract by both parties.

CLAUSES

FIRST.- "THE CLIENT" entrusts “KEARNIT” with providing 'Web Hosting' at the location deemed most suitable to meet "THE CLIENT"'s requirements and in accordance with the availability of spaces in “KEARNIT” data centers. This Web Hosting will be installed according to the contracted specifications on the “KEARNIT” server and listed in the contracted service. Access to the Hosting, information, and requests will be sent and carried out exclusively if requested by the main contact or the one registered in the “KEARNIT” database.

SECOND.- CONTRACT AMOUNT AND PAYMENT TERMS. The amount for the contracted service and the payment frequency are specified at the time of contracting the service. Both parties agree that the payment for the service subject to this contract is to be made punctually. Failure to comply with the stipulated payment terms and frequency will result in service suspension.

THIRD.- EXECUTION TERM. “KEARNIT” agrees to begin its services under this contract once the first payment is settled and until TEMPORARY OR PERMANENT SUSPENSION as per the ninth clause of this contract.

FOURTH.- WARRANTIES. “KEARNIT” agrees to: Provide technical support to “THE CLIENT” through electronic systems and respond to the incident within no more than 72 business hours. Guarantee a base connection and operational time of 99% for the 'Web Hosting,' provided that disconnections are not caused by malfunctioning software installed on the 'Web Hosting' by “THE CLIENT” or external causes such as earthquakes, hurricanes, or any other natural disasters or terrorist acts affecting the facilities designated by “KEARNIT.” Monitor the status of “the service” contracted 24 hours a day, 365 days a year through automated systems.

"THE CLIENT" agrees to: Inform “KEARNIT” of any anomalies in the contracted service so that “THE CLIENT” can provide timely resolution. Make payments as stipulated in the SECOND clause of this contract. Host only information that does not violate copyright laws on the 'Web Hosting.'

FIFTH.- MATTERS OUTSIDE “KEARNIT”. “KEARNIT” agrees to provide the service specified in the FIRST clause of this contract and is not responsible for: The functioning of files hosted on the 'Web Hosting.' Receiving or sending of unwanted email on the email accounts configured on the 'Web Hosting.' Blocking of IP addresses due to misuse by “THE CLIENT.” Any other situation not directly related to providing the service as stipulated in the service characteristics.

Instead, “KEARNIT” offers technical support and guidance to resolve the aforementioned issues.

SIXTH.- RECEPTION OF SERVICES. “KEARNIT” may make partial or total adjustments to the service to meet "THE CLIENT"'s requirements. These adjustments could mean changing the characteristics of the contracted 'Web Hosting' to an equivalent or better one, but never a worse one, provided that “THE CLIENT” requests it or covers the costs associated with such adjustments.

SEVENTH.- OWNERSHIP OF WORK. “KEARNIT” agrees not to disclose through publications, conferences, reports, or any other means the data and results obtained from the work subject to this contract without the express written consent of "THE CLIENT," as such data and results are owned by the latter.

EIGHTH.- LABOR RELATIONS. “KEARNIT,” as the employer and owner of the staff employed for the work covered by this contract, will be solely responsible for obligations arising from legal provisions and other regulations related to labor and social security and agrees to respond to all claims made by its workers against "THE CLIENT" concerning the work covered by the contract.

NINTH.- TEMPORARY OR PERMANENT SUSPENSION OF THE CONTRACT. "THE CLIENT" may suspend the service temporarily or permanently as long as there are no outstanding debts on their account and notifies “KEARNIT” of the cancellation through their legal representative with 90 business days' notice and has settled the total amount stipulated for this service period.

Cancellation notifications should be sent to the email addresses ayuda@kearnit.us, administracion@kearnit.us or via a signed letter to the following address:

KEARNIT

Arco de la Independencia 301 Interior 1, Col. Los Arcos, C.P. 20146

Aguascalientes, Ags

If, instead of cancellation, there is an EXPIRATION of the service, it is important to note that it is the responsibility of the company “KEARNIT” to safeguard the information stored on its servers DURING the period the client contracts the service. Subsequently, the corresponding renewal must be carried out, in which “KEARNIT” commits to notifying of the expiration with 15 days' notice using the contact information provided by the client. Once the service has expired, the company will, according to internal regulations, store the information for a period of 2 months after the expiration date. After this period, if the “CLIENT” does not report or enter into an agreement/extension, the account will be deactivated, making it the “CLIENT's” responsibility to keep their service active and inform KEARNIT of any issues that may arise.

If information loss occurs during the contracted period, “KEARNIT” must inform the “CLIENT” of the reason for the incident. If the information loss is due to misuse by the “CLIENT,” the company “KEARNIT” disclaims any corresponding responsibility.

Misuse includes the following:

* Lack of updates to platforms (e.g., WordPress)

* Use of malicious systems.

* Viruses placed in files.

* Lack of security on sites/machines/systems/etc.

TENTH.- This Contract constitutes the entire agreement between the parties regarding its subject matter and supersedes any other negotiation, obligation, or communication between them, whether verbal or written, made prior to this.

ELEVENTH.- For the interpretation and fulfillment of this contract, as well as for anything not expressly stated herein, the parties submit to the jurisdiction of the courts of Aguascalientes City, Aguascalientes, Mexico, waiving any jurisdiction that may correspond to them by reason of their present or future domicile or any other cause.

DOMAIN

It is a unique name that identifies a website on the Internet.

These services are provided through “KEARNIT,” with “THE CLIENT” being the beneficiary who explicitly requests and accepts this contract by contracting this service, which cannot be replaced by another document or verbal agreement unless an exclusive contract by both parties exists.

CLAUSES

FIRST. “KEARNIT” informs “THE CLIENT” that domains are governed by NIC MEXICO. Furthermore, “KEARNIT” remains as the authorized registrant for registration, administration, payment, and technical management of domains, which are managed under the following registration policies:

Reserved Names for Non-Use. Names that cannot be used to register as domain names under .MX or names related to the structure and functions of ICANN.

aso.mx
ccnso.mx
icann.mx
internic.mx
gnso.mx

Names related to the structure and functions of IANA.

afrinic.mx
apnic.mx
arin.mx
example.mx
gtld-servers.mx
iab.mx
iana.mx
iana-servers.mx
iesg.mx
ietf.mx
irtf.mx
istf.mx
lacnic.mx
latnic.mx
rfc-editor.mx
ripe.mx
root-servers.mx

Names of existing gTLDs.

aero.mx
arpa.mx
asia.mx
biz.mx
cat.mx
com.mx
coop.mx
edu.mx
gov.mx
info.mx
int.mx
jobs.mx
mil.mx
mobi.mx
museum.mx
name.mx
net.mx
org.mx
pro.mx
tel.mx
travel.mx

All names composed of one and two characters, except those registered before May 1, 2009, or common names related to technical aspects of the Internet.

epp.mx
ftp.mx
gopher.mx
http.mx
https.mx
html.mx
icmp.mx
igmp.mx
imap.mx
ldap.mx
localhost.mx
loghost.mx
loopback.mx
mailhost.mx
mailbox.mx
ntp.mx
pop.mx
pop2.mx
pop3.mx
root.mx
shell.mx
smtp.mx
snmp.mx
ssh.mx
ssl.mx
syslog.mx
tcp.mx
telnet.mx
udp.mx
wap.mx
wpad.mx

Reserved Names for Use.

abuse.mx
cctld.mx
dns.mx
dot.mx
hostmaster.mx
ipv6.mx
nic.mx
nicmexico.mx
nicmx.mx
postmaster.mx
punto.mx
registrar.mx
registry.mx
tld.mx
webmaster.mx
whois.mx
www.mx

Reserved Names for Third-Party Use. Names reserved for the particular use of certain entities or common names of Mexican states reserved for state governments (Recommendation of the Advisory Committee accepted by NIC Mexico).

aguascalientes.mx
bajacalifornia.mx
bajacaliforniasur.mx
campeche.mx
chiapas.mx
chihuahua.mx
coahuila.mx
colima.mx
distritofederal.mx
durango.mx
morelos.mx
estadodemexico.mx
guanajuato.mx
guerrero.mx
hidalgo.mx
jalisco.mx
michoacan.mx
nayarit.mx
nuevoleon.mx
oaxaca.mx
puebla.mx
quintanaroo.mx
queretaro.mx

SECOND.- “KEARNIT” informs that for the registration of the selected domain, it will use the Administrative, Technical, and Payment information provided by “THE CLIENT”. Therefore, any errors in the information are the responsibility of “KEARNIT”. Additionally, the client will be notified by email about their domain information, and it is the responsibility of “THE CLIENT” to ensure that this information remains updated.

THIRD.- Both parties stipulate that “THE CLIENT” is the sole owner of the domain and will own it during the contracted period (minimum 1 year).

WEB DEVELOPMENT

A WEB Development is the service of Designing and Programming a website that may contain one or more web pages. These services are provided through “KEARNIT”, with “THE CLIENT” being the beneficiary, who explicitly, upon contracting this service, requests and accepts this contract, which cannot be replaced by any other document or verbal agreement unless an exclusive contract exists between both parties.

CLAUSES

FIRST.- “KEARNIT” is obligated to provide “THE CLIENT” with the development and publication of the contracted website according to the quotation sent or the product or service published on the site.

SECOND.- “KEARNIT” reserves the right not to publish, at its discretion and in accordance with the current laws of the United Mexican States, any content deemed illegal or harmful.

THIRD.- The development and publication of the website will be carried out according to the terms stipulated in the quotation or the contracted service. Regardless, all web developments by “KEARNIT” include:

Presentation of design IDEA for “THE CLIENT” approval.

The design and programming of the website and its pages.

Integration of information and images provided by “THE CLIENT”.

Installation and configuration of the site on servers or web accounts compatible with the development.

Unless specified otherwise in the quotation or specific contract between the parties, “KEARNIT” WEB Developments do NOT INCLUDE:

Corporate image design or logo creation

Searching for information and/or images that will be on the site

Advanced image or photograph editing

Contact with third parties outside the client for obtaining information

FOURTH.- “KEARNIT” is obligated to maintain absolute confidentiality regarding all information provided or accessed, as well as the marketing strategies of “THE CLIENT”.

FIFTH.- Both parties agree that this contract does not imply the existence of an employment relationship between “THE CLIENT” and the personnel hired by “KEARNIT”, thus the former is relieved of any labor responsibility concerning personnel providing services for “KEARNIT”.

SIXTH.- “THE CLIENT” is obligated to send “KEARNIT” via email to desarrollo@kearnit.us or to the area coordinator the necessary information and images for the development of the project under this contract by the agreed date. If this information and images are not delivered by the previously agreed date, the project delivery time will be delayed by the same number of days as the information is delivered, but not the payment date, which will be as stipulated in the eighth clause.

SEVENTH.- Unless specified otherwise in the development hours estimate, the quotation will stipulate that “KEARNIT” is obligated to deliver the final project no later than 60 business days after the date stipulated as the project start.

EIGHTH.- “THE CLIENT” agrees to pay the amount stipulated in the quotation or contracted service, which has been reflected in the Service Order Generated for the Client. Both parties agree that payment will be 50% of the cost at the start of the project and 50% upon completion, considering that once the project is settled, it will be published on the web.

NINTH.- For all notifications or notices that the parties must give under this contract, these will be made through the emails desarrollo@kearnit.us and ayuda@kearnit.us or in writing at:

KEARNIT

Arco de la Independencia 301 Interior 1, Col. Los Arcos, C.P. 20146

Aguascalientes, Ags

“THE CLIENT” agrees that their email and contact address for any project, administrative, or legal matters will be the address stipulated in the “KEARNIT” Client System.

TENTH.- For the interpretation and fulfillment of this contract, as well as for all matters not expressly stated herein, both parties submit to the jurisdiction of the courts of Aguascalientes City, Aguascalientes, Mexico, waiving any other jurisdiction that might apply due to their present or future domicile or any other cause.

PROGRAMMING

Programming for WEB systems is the service of Design and Programming of a website that may contain one or more WEB pages.

These services are provided through “KEARNIT”, with “THE CLIENT” being the beneficiary who, by explicitly contracting this service, requests and accepts this contract, which cannot be substituted by any other document or verbal agreement unless there is an exclusive contract between both parties.

CLAUSES

FIRST.- “KEARNIT” is obligated to provide “THE CLIENT” and “THE CLIENT” agrees to receive from “KEARNIT” the development of the system for “THE CLIENT”.

SECOND.- “KEARNIT” reserves the right not to publish any content that, in its opinion and according to the current laws of the United Mexican States, is considered illegal or harmful.

THIRD.- The development of the system will be based on the following specifications:

  1. 1. The service includes the registration of a domain under the name and extension that “THE CLIENT” specifies. If “THE CLIENT” already has a domain, the cost of the package will not be modified, and the domain may be used or not by “THE CLIENT”.
  2. 2. The development and publication of the system will be done according to the terms stipulated in the quotation or contracted service.
  3. 3. The programming of the system will be according to the specifications outlined by “THE CLIENT” based on the meetings held for project updates, provided it adheres to the hours estimated in the quotation.
  4. 4. “THE CLIENT” is obligated to send “KEARNIT” via email or to the coordinator of the area the necessary information for the development of the project specified in this contract by the agreed date. If such information is not delivered by the agreed date, the project delivery time will be delayed by the same number of days until the complete information is provided, but this will not affect the project payment date.

FOURTH.- “THE CLIENT” agrees to pay the amount stipulated in the quotation or the contracted service, as reflected in the Service Order generated for the Client.

For all notifications or notices that the parties need to give under this contract, these will be sent through the emails desarrollo@kearnit.us and ayuda@kearnit.us or in writing at:

KEARNIT

Arco de la Independencia 301 Interior 1, Col. Los Arcos, C.P. 20146

Aguascalientes, Ags

“THE CLIENT” agrees that their email and contact address for any project, administrative, or legal matters will be the address stipulated in the “KEARNIT” Client System.

FIFTH.- Both parties agree that any delay in providing information does not exempt “THE CLIENT” from meeting the established payment dates.

SIXTH.- For the interpretation and fulfillment of this contract, as well as for all matters not expressly stated herein, both parties submit to the jurisdiction of the courts of Aguascalientes City, Aguascalientes, Mexico, waiving any other jurisdiction that might apply due to their present or future domicile or any other cause.

IV. – Confidentiality Agreement

Confidentiality agreement entered into by “KEARNIT” and all its collaborators, whether directly or indirectly, and “THE CLIENT”.

CLAUSES

FIRST.- “THE CLIENT” will provide “KEARNIT” with access to all required information when necessary for performing its assigned tasks on behalf of “THE CLIENT” related to technical, economic, commercial, legal, and fiscal feasibility, among others. “KEARNIT” acknowledges that such information is exclusively owned by “THE CLIENT” and that under no circumstances will it be understood as granting or conferring any rights or licenses over it.

SECOND.- In accordance with the clause above, “THE CLIENT” will provide code, server access keys, site access keys, images, and general information. General information includes all that is provided or generated by “KEARNIT” or any other provider for “THE CLIENT” or their clients. This information will allow “KEARNIT” to use the software and hardware and access confidential client information from “THE CLIENT”. Such access or information includes developed or to-be-developed materials, and in any case, may be downloaded or used on its own computer.

THIRD.- Under the terms of the preceding clause, “THE CLIENT” provides “KEARNIT” with personal and non-transferable information, which will allow “KEARNIT” to carry out its professional service activities. Both parties agree that “KEARNIT” will be responsible for this information for 1 (one) year after “THE CLIENT” provides written notice to “KEARNIT” ending the professional service relationship. Any request for an extension or modification must be directed to “THE CLIENT”, who will be the sole authority to grant it. “KEARNIT” also assumes and acknowledges the responsibility for any misuse or disclosure of this information.

FOURTH.- Once the period during which “KEARNIT” provides professional services to “THE CLIENT” has passed, or at the request of “THE CLIENT”, “KEARNIT” is obligated to remove all software or information to which it had access or that it had downloaded on its computer.

FIFTH.- “KEARNIT” agrees not to sell, lease, lend, encumber, negotiate, reveal, publish, display, disclose, or otherwise provide any physical or moral person, national or foreign, public or private, by any means, even if it involves including or delivering it in other documents such as studies, reports, proposals, or offers, in whole or in part, for any reason to third parties not previously authorized by “THE CLIENT”.

SIXTH.- “KEARNIT” agrees not to establish a company with activities similar to those developed for “THE CLIENT” for up to 2 (two) years after providing services to “THE CLIENT” or its clients.

Furthermore, “KEARNIT” expressly agrees not to use or exploit, in any case, the "confidential information" for itself or for its own purposes. “KEARNIT” undertakes not to disclose the "confidential information" during the period it provides professional services to “THE CLIENT” and for 1 (one) year after the end of the professional relationship. The obligation not to sell, lease, lend, encumber, negotiate, reveal, publish, display, disclose, or otherwise provide to any physical or moral person, national or foreign, public or private, present or future, by any means, including all those indicated in this agreement, extends to its partners, directors, legal representatives, executives, managers, advisors, employees, and other related persons. “KEARNIT” is required to ensure that the persons mentioned in this paragraph comply with this agreement and, likewise, not to refer to the "confidential information" publicly or privately, regardless of the purpose of the exposure, whether it be lectures, conferences, or any other means, whether paid or not.

In the event that “KEARNIT” breaches its obligations under this instrument, and “THE CLIENT” proves responsibility and damage caused, “KEARNIT” will pay “THE CLIENT” a penalty equivalent to the cost of the project as stated in the service contract, or any third-party assignee of the contract who claims to “THE CLIENT” as a result of the breach of this agreement.

SEVENTH.- In case of doubt as to whether any information is a trade secret and, therefore, subject to the terms of this agreement, it should be treated as confidential and thus be subject to the terms of this agreement.

EIGHTH.- “KEARNIT” agrees not to enter into any agreements, contracts, negotiations, or assume obligations with any physical or moral person, national or foreign, public or private, present or future, that conflict with this agreement or that derive or imply a breach of it.

NINTH.- For the interpretation and fulfillment of this contract, as well as for all matters not expressly stated herein, the parties submit to the jurisdiction of the courts of Aguascalientes City, Aguascalientes, Mexico, waiving any other jurisdiction that might apply due to their present or future domicile or any other cause.

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