Subscription Agreement

This Subscription Agreement (the "Agreement") is entered into between [RAZÓN SOCIAL], S.A.P.I. de C.V. ("waydot"), RFC [RFC], domiciled at [Calle y número, colonia, código postal, alcaldía o municipio, entidad federativa], México, and the legal entity or individual carrying on a business identified in the Order (the "Customer"). The Agreement is formed when the Customer accepts it electronically when subscribing online, or signs an Order that incorporates it by reference, under article 80 of the Mexican Commercial Code.

1. Definitions

• Services: the waydot platform provided as software as a service, its apps, its API and the support included in the purchased plan.
• Order: the online subscription, accepted quote or order form stating the plan, modules, minimum number of users, price, currency, billing period and term.
• Active User: each person with an enabled account in the Customer's workspace during a billing period, whatever their role (administrator, dispatcher, supervisor or field staff). Contacts of end clients who only view the portal are not Active Users unless the Order provides otherwise.
• Customer Data: the information that the Customer and its Users enter into or generate in the Services.
• Documentation: the user guides and specifications published by waydot.

2. Purpose

During the term, waydot grants the Customer the non-exclusive, non-transferable right to access and use the Services for its internal operations, in accordance with the Order, this Agreement and the Terms of Use. waydot does not place personnel at the Customer's disposal and does not provide staff subcontracting services.

3. Plans, modules and limits

3.1. Each plan includes the modules and usage limits published on the pricing page or set out in the Order, such as the number of clients and sites, storage, map elements, model inferences, AI credits, API tokens and retention periods.

3.2. Some limits are fixed and others allow overage. Overage is metered automatically and invoiced at the end of the period at the current published or agreed rates. Accumulated usage can be viewed in the console.

3.3. The Customer may change plans at any time. An upgrade takes effect immediately and is charged pro rata. A downgrade takes effect at the start of the next period and may disable modules, but does not delete the related data.

4. Active Users

4.1. Each plan has a minimum and, where applicable, a maximum number of Active Users. The Customer is invoiced for the greater of the plan minimum and the number of Active Users in the period.

4.2. Users added during a period are charged pro rata. Removals take effect from the next billing period.

5. Prices, taxes and invoicing

5.1. Currency. Prices are stated in Mexican pesos (MXN) or United States dollars (USD), as indicated in the Order. Obligations in foreign currency payable in Mexico may be discharged in pesos at the exchange rate published by Banco de México in the Official Gazette of the Federation on the business day before the payment date, under Mexico's Monetary Law.

5.2. Taxes. Prices exclude Value Added Tax (IVA) and any other applicable taxes, which will be added as required by law. Each party is responsible for its own taxes.

5.3. CFDI. waydot will issue the corresponding CFDI (electronic tax invoice) for each charge using the tax details the Customer records in the console. The Customer is responsible for ensuring that those details are correct and up to date. Requests to cancel or replace a CFDI will be handled within the periods permitted by the tax rules.

5.4. Payment. Unless otherwise agreed, payment is made in advance at the start of each period by recurring charge to the registered card or payment method. For annual Enterprise agreements, payment by bank transfer may be agreed, within the period stated in the Order.

5.5. Price changes. waydot may update its prices. New prices apply from the next renewal and will be announced at least 30 calendar days in advance. The price of a period already paid will not change.

6. Trial period

Where a plan includes a free trial, the trial lasts for the period shown on the pricing page and may be limited in the number of Users. No charges are made during the trial. At the end of the trial, the Customer must select a plan and register a payment method to continue. Otherwise, access will be suspended and Customer Data will be kept for 30 calendar days before it is deleted.

7. Term, renewal and cancellation

7.1. The subscription runs for the period stated in the Order (monthly or annual) and renews automatically for equal periods unless the Customer cancels it before the renewal date from the console or by writing to [email protected].

7.2. Cancellation takes effect at the end of the paid period, and the Customer retains access until that date.

7.3. waydot will send a reminder at least 15 calendar days before each annual renewal.

8. Non-payment

If a payment is not made on its due date, waydot will notify the Customer and retry the charge. If the amount remains unpaid 15 calendar days after that notice, waydot may suspend access until the balance is settled, with at least 5 calendar days' prior notice. Suspension does not delete Customer Data, and access will be restored once the balance is paid.

9. Refunds

Payments are non-refundable for partial periods or unused Users, except: (a) where the Customer terminates the Agreement for waydot's breach, in which case the prepaid, unearned pro rata portion will be refunded; (b) service credits under the Service Level Agreement; or (c) where required by applicable law.

10. waydot's obligations

waydot will:

1. Provide the Services in accordance with the Documentation and the Service Level Agreement.
2. Maintain a reasonable information security program appropriate to the sensitivity of the data, as described in the Data Processing Agreement.
3. Take regular backups and maintain disaster recovery procedures.
4. Provide the support included in the purchased plan.
5. Process personal data contained in Customer Data solely as processor and in accordance with the Customer's instructions.

11. Customer's obligations

The Customer will:

1. Pay the agreed amounts in full and on time.
2. Use the Services in accordance with the law, the Acceptable Use Policy and the Documentation.
3. Obtain the necessary authorizations and consents from its workers and other data subjects, make its privacy notice available to them and comply with applicable employment law, including using geolocation only during working hours and for work-related purposes.
4. Manage its Users' accounts and revoke access for anyone who stops working with it.
5. Review payroll, attendance, cost or tax calculations before relying on them. The Services do not constitute tax, employment or accounting advice.

12. Confidentiality

12.1. Each party will keep confidential any non-public information received from the other, use it only to perform this Agreement and disclose it only to personnel and advisers who need to know it and are bound by a duty of confidentiality.

12.2. Information is not confidential if it is in the public domain through no fault of the recipient, was already lawfully known to the recipient, is received from a third party not bound by a duty of confidentiality, or is independently developed. Confidential information may be disclosed when ordered by a competent authority, with notice to the other party where the law allows.

12.3. This obligation continues for the term of the Agreement and for five years after it ends. For trade secrets, it continues for as long as the information remains a trade secret under the Federal Law for the Protection of Industrial Property.

13. Customer Data on termination

13.1. During the term, the Customer may export its data from the console in standard formats.

13.2. When the Agreement ends for any reason, the Customer will have 30 calendar days to export its data. After that period, waydot will delete Customer Data from its active systems within the following 90 calendar days, and from backups in line with its rotation cycle, unless a legal provision requires it to keep part of the data, which will remain blocked and be used only for that purpose.

14. Warranties

14.1. waydot warrants that: (a) the Services will perform substantially in accordance with the Documentation; (b) it will not materially reduce the core functionality of the plan during a paid period; and (c) it holds the rights needed to grant the license of use.

14.2. If the Services do not meet the warranty above, the Customer will notify waydot, which will use commercially reasonable efforts to correct the defect. If waydot does not correct it within the following 30 calendar days, the Customer may terminate the Agreement and receive a refund of the prepaid, unearned pro rata portion.

14.3. waydot does not warrant that the Services will be error-free or uninterrupted, or the accuracy of data from third parties (traffic, maps, exchange rates) or of information entered by Users.

15. Indemnification

15.1. waydot will defend the Customer against third-party claims alleging that the Services, used in accordance with this Agreement, infringe intellectual property rights, and will pay any amounts awarded in a final judgment or agreed in a settlement approved by waydot. In that event, waydot may modify the Services, obtain the necessary license or, if neither option is reasonable, terminate the Agreement and refund the prepaid pro rata portion.

15.2. The Customer will defend waydot against third-party claims arising from Customer Data, from use of the Services in breach of the law or this Agreement, or from breach of its employment or data protection obligations as controller.

15.3. The party seeking defense must notify the claim promptly, hand over control of the defense and cooperate reasonably.

16. Limitation of liability

16.1. To the extent permitted by law, neither party will be liable for lost profits, loss of revenue, or indirect or consequential damages.

16.2. Each party's total liability under this Agreement will not exceed the amount actually paid or payable by the Customer in the 12 months before the event giving rise to the claim.

16.3. These limits do not apply to: (a) liability arising from fraud or bad faith, the waiver of which is void under article 2106 of the Federal Civil Code; (b) the Customer's payment obligations; (c) the indemnification obligations in section 15; or (d) breach of confidentiality or data protection obligations, for which the limit will be three times the amount in section 16.2.

17. Termination

17.1. Either party may rescind the Agreement, without the need for a court order, if the other party breaches a material obligation and does not cure the breach within 30 calendar days of written notice.

17.2. Either party may terminate the Agreement if the other is declared in commercial insolvency (concurso mercantil) or bankruptcy under applicable law.

17.3. On termination, the right of use ends, the Customer will pay all amounts accrued and section 13 will apply.

18. Relationship of the parties

The parties are independent contractors. This Agreement does not create an employment, partnership, agency or staff subcontracting relationship between them. Each party is solely responsible for the employment and social security obligations relating to its own personnel. Where waydot provides implementation or training services, it does so with its own personnel, under its own direction and at its own cost.

19. Regulatory compliance

Each party represents that it will comply with applicable anti-corruption, anti-money-laundering and trade sanctions laws, and that it will not use the Services for purposes contrary to those laws.

20. General provisions

20.1. Notices. Notices will be given in writing to the registered email addresses and, in the case of waydot, to [email protected]. Notices of breach or termination must also be sent to the other party's address.

20.2. Assignment and subcontracting. Neither party may assign the Agreement without the other's consent, except to a group company or to a successor in a merger, spin-off or sale of the business, with prior notice. waydot may use the providers listed under Subprocessors and remains responsible for them.

20.3. Entire agreement and precedence. This Agreement, the Order and the documents referred to in them constitute the entire agreement between the parties. In case of conflict, the Order prevails to the extent it expressly modifies this Agreement and, in all other respects, this Agreement prevails.

20.4. Language. In case of any discrepancy between versions, the Spanish version prevails.

20.5. Governing law and jurisdiction. This Agreement is governed by the federal laws of the United Mexican States, in particular the Commercial Code and, on a supplementary basis, the Federal Civil Code. The parties submit to the jurisdiction of the competent courts of Ciudad de México and waive any other venue that may apply to them.

Effective date: October 15, 2026.