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Terms & Conditions

Mexico

These Terms and Conditions ("T&C") are an integral part of the Independent Services Agreement, hereinafter (the "Agreement") which constitutes a legal and legitimate agreement of wills between an independent person aimed at providing services, on an isolated and transitory basis of operational execution and/or marketing service of products and/or services for a specific work (the "User" or the "Service Provider") and Section B Servicios, S.A.P.I. de C.V., being a Sociedad Promotora de Inversión de Capital Variable, incorporated in the United Mexican States ("Zubale" or the "Client").

Zubale offers intermediation and operational execution services and product marketing services in order to attract customers ("Brands") for independent suppliers who wish to perform these services. The Zubale Services allow the User to perform independent, isolated and transitory activities of product promotion and demonstration, e-commerce order assembly, home delivery, product demonstration and other specific execution activities or tasks, through the Zubale application.

By using the application or the Zubale Platform (as such term is defined below), the User manifests his/her willingness to enter into this document and the respective Agreement, for the purpose of accessing and using the Zubale Services. The User acknowledges and accepts that Zubale is a provider and/or platform of technological services that does not offer promotion services and other activities at the point of sale. 

With the mere use of the Platform, the User and Zubale will be bound by the Terms and Conditions established in this document, the contracts entered into and their modifications, accessions or annexes, if any, together with these T&Cs, will form a single document for all purposes.

Definitions

Activity or Service or Offer: Services that Zubale will publish on its Platform or any other media and that are required by the Brands for their physical execution in the commercial establishments that will be determined.

Application: A computer program created to perform or facilitate a task on a computer device.

Ban: Expulsion and/or blocking from Zubale's platform for violating the provisions of these Terms and Conditions or any applicable legal order.

Contract: Document signed by the User and Zubale in order to formalize the independent relationship for the proper provision of the service.

Zubale Credits: these are the points obtained by the User for the completion of a task, which can be redeemed on the Zubale Platform in kind or in cash, which will be transmitted electronically. Each Zubale Credit is one point, which is equivalent to one Mexican peso.

GPS: "Global Positioning System", a system that allows you to determine the position of any object or device.

ID: User Identification, means the personal account created by each User that accredits the registration on the Platform, based on the information provided by the User to Zubale, which includes his/her general data, such as name, surname, date of birth, address, telephone number, username, email and password, as well as any other data required by Zubale.

Brands: These are the commercial, business partners and may consist of producers, distributors, manufacturers of products, or commercial establishments.

T&C: Terms and Conditions, Terms of Use or Agreement means the present Terms and Conditions of Zubale.

Platform: Means the website, mobile applications, mailing, Zubale channel with phone number on WhatsApp and any other means established by Zubale and operated by it for User access and interaction for the operational execution of the services.

User(s) and/or Zubalero: Means any User who, once the registration process on the Platform is finished, formalizes his/her independent service provision with Zubale for the performance of Activities/Services/Offers that are requested by the Brands or Businesses and that may perform it in an autonomous and independent way through any of the figures established for that purpose and mentioned in the present Terms and Conditions.

Zubale: means Section B Servicios, S.A.P.I. de C.V., its affiliates or subsidiaries.

Use of Zubale Services

Zubale will send an ID to the User, so that the User can freely access and use the Application and/or the Platform on a device in accordance with this document. The User shall be responsible for maintaining the confidentiality of his/her ID and shall not share such ID with any third party. The User shall notify Zubale of any infringement, possible misuse or disclosure of his/her ID.

Zubale will publish, through different technological platforms (which may be websites, mobile applications, its own or third parties'), the tools, activities to perform any operational service and/or product marketing to be performed autonomously, independently and freely by the interested User. Zubale's publications will contain information about the activities to be performed, the steps, rules, processes, important information, recommendations, and, if they are made, they will be part of the Agreement between Zubale and the User and will also be subject to the present Terms and Conditions. The User, as an independent contractor, acknowledges and accepts that he/she is the only responsible for determining the most effective, efficient and safe way to carry out each activity. In addition, the User must have the material and human resources to carry out the activities, assuming the expenses and responsibilities corresponding to the chosen activity.

The User acknowledges and accepts that, each time his/her activity published on the Zubale application is completed, the Platform may provide the information sent by the User to the Brands, including, but not limited to, photos, comments, including the GPS positioning of the device, and other information that may be relevant and/or required and/or that has been collected during the development of the activity. 

The User agrees that he/she shall have the sole responsibility to take the necessary precautions for the development of the activities or tasks, as well as to comply with any requirements of any applicable legislation. In addition, the User agrees to be solely responsible for following the safety and product handling measures indicated by the business establishment where the User performs the services.

User's relationship with Zubale

By requesting Zubale's ID and/or access to the application, the User declares his/her willingness to establish a legal, independent business relationship with Zubale. Zubale does not and will not direct or control the User, in general, nor will it be considered to be required to do so for the provision of its services under these T&Cs, including in relation to the performance of the User's professional or commercial activity, as well as the provision of operational and/or marketing services. As it is a service whose term ends with its termination, for each activity performed, it is understood that the provision of services will have ended.

The User may not display names, logos or colors of Zubale or any of its Affiliates on clothing or on any accessories worn by the User. The User understands that he/she retains the full right to engage in any other occupation or commercial activity.

The User acknowledges and agrees that it may conduct its business at its sole and complete discretion, including the ability to provide services at any time separately and independently to the individual or legal entity of its choice and in total independence from those described herein. In case of breach of these T&Cs and/or any document you enter into with Zubale or in case of damage to the brand, reputation or business of Zubale or its Affiliates, Zubale retains the right at any time, in its sole discretion, to suspend, cancel, terminate or even disable ("ban") or otherwise restrict access to or use of Zubale's platforms or applications to the User.

The parties expressly agree that these T&Cs and any other documents that may be entered into are made at the own will of each party and in their exclusive capacity as independent providers. 

Qualifications / Ratings

At the end of any activity, the User accepts that Zubale, directly or through the Brands, will evaluate the quality of the service provided.

It will be a requirement for the Users to maintain a minimum qualification that corresponds to the average for each task or service and Zubale may change the minimum qualification required at any time. The User who fails to maintain the required minimum qualification will not be able to access the platform and/or perform future services.

The ratings or valuations look for the quality offered by Zubale and the Platform for each task to be performed, so they will reflect the satisfaction of the Brands with respect to the services performed by the User. 

In the event that the User has a lower minimum rating than the one required by Zubale under these T&Cs, Zubale will notify the User of this situation and may grant the User a period of time to be determined by Zubale to increase the User's rating. In case the User fails to increase his/her rating within the deadline set by Zubale, the Platform shall have the right to disable access to the application and/or Zubale's services. The User agrees that Zubale may share, use or display the User's ratings, which may also be in the possession of the Brands, distributors, affiliates or any other person who has an interest in the Platform. Zubale acts for these purposes as the linking Platform and not as a publisher of the ratings that each User may have in the application. 

User, ID, Device and Geolocation

The User shall use at his own cost (equipment and service) own telephone devices,

The User may download the Zubale application and by virtue of this, Zubale grants him/her a personal, non-exclusive and non-transferable license to install, run and use the Zubale application, which license shall always be subject to revocation by Zubale.

The User may not misuse the application, nor may he/she offer or distribute it to third parties. The User will have his/her ID which will be personal and non-transferable.

According to the nature of the agreed service, the User authorizes Zubale to share his/her geolocation information when executing tasks or services.

Photographic Reports

The User, according to the description of the tasks and/or services to be performed, must send to Zubale through the application, the Platform or the means designated in the description of the tasks, pictures, reports or evidences of the activity performed, as this will be a requirement to successfully complete the tasks and/or services.

It shall be mandatory for the user that: (i) only use the camera available within the Zubale application and not the User's own camera or third-party camera application; and (ii) that the photos obtained through the Zubale application's camera contain geolocation information and time at which the photo was taken. The User acknowledges and accepts that this information may be sent to the Brands for validation of the activity and that it may also be used by Zubale to evaluate compliance or non-compliance with the indications corresponding to the activity performed.

User Requirements

The User acknowledges and agrees that, for the independent activities covered hereunder, he/she shall:

i. Carry valid official identification with photograph.

ii. To be registered in the Federal Registry of Taxpayers, in the Tax Incorporation Regime (RIF), or any other regime that Zubale may require; the User must issue invoices or Digital Tax Receipts (CFDI) in compliance with the current legislation.

iii. The User shall notify Zubale of any change in his/her tax regime before the Tax Administration Service (SAT).

iv. You may be subject to certain criminal background checks in order to be eligible to provide Zubale services. 

v. To have sufficient resources, materials and tools according to the activities to be developed and to comply with all applicable regulations.

vi. Carry out the contracted activities in accordance with their experience and expertise in those of operational execution and/or product marketing services, with due skill, attention, concentration and diligence.

vii. Zubale reserves the right, at any time and at its sole discretion, to deactivate or otherwise restrict the User's access to the Zubale application if the User fails to comply with the requirements set forth in these T&Cs.

Other User Obligations

In addition to those obligations set forth in these T&Cs, in the Service Agreement, its Annexes and the indications of each Task, the User shall at all times:

a. Refrain from consuming any type of narcotic, psychotropic, illegal substances, alcohol or any substance that could alter the functioning of the nervous system or affect the motor skills or expertise to perform the activities.

b. Due to the nature of the activities, the User must inform Zubale in case of any type of illness that may endanger the User's own safety or that of the people around him/her. Among these types of illnesses or physical conditions, the following are mentioned without limitation: organic heart disease, epilepsy, meniere's syndrome, vertigo, Parkinson, psychopathy, hysteria, dementia, addiction to psychotropic drugs, or infectious diseases that are spread through the air or by droplets.

Documentation

Users must present documentation to prove their personality, such as:

i. Photograph of your official identification and other permits, authorizations, powers of attorney, registrations and certifications required by Zubale.

Rewards

At the end of an activity/service/task, if it meets the requirements or needs established for its execution, the User will receive the corresponding profit as "Zubale Credits" directly to his/her User account. 

The User may also occasionally receive additional earnings by participating in promotions notified by Zubale through his/her account in social networks, messaging services such as "Whatsapp" or "push notifications", inaps and/or other notifications within the application and/or the Platform.

Before accepting each activity, the User must review the number of "Zubale Credits" that he/she will receive upon successful completion of the activity. These "Zubale Credits" will remain available in the User's account for three (3) months. After that, the credits will expire and cannot be reactivated.

Zubale Credits" can be redeemed within the application for gift vouchers or by electronic funds transfer to the financial institution indicated by the User.

A Zubale credit will be the equivalent of one peso, legal tender in the Mexican Republic.

From the moment the user executes the task it will be known if the reward will have the option of cash redemption and if so, the User must indicate at that moment the reward option he/she will choose.

The rewards for each activity/service/task that are published by the Platform, in all cases will include the corresponding value added tax (VAT).

Rewards Transfers to Bank Accounts

The transfer of funds is an option to exchange Zubale Credits for money that will be transferred to the bank account that the User has previously registered in the Zubale Platform.

Any transfer of funds must comply with the provisions of the "User's Bank Account" section.

In the case of cash rewards, the minimum value that can be transferred to the User's bank account is $50.00 pesos M.N.

The deposit will be made to the bank account, provided that the account has been previously registered and validated and during normal banking hours (between 9:00 a.m. and 5:00 p.m., on business days). The above may not be applicable to bank accounts at BanCoppel.

In the event that the task is completed on non-business days or times, the cash reward will be available on the next business day. These times are subject to change without notice and are subject to the operation of the bank receiving the money.

Zubale is not responsible if the CLABE number registered in the Zubale application is not correct. It is the User's responsibility to provide valid and correct banking information.

Zubale will not be responsible for any failure of the bank transfer systems, and will only inform the Users about the status of the funds transfer.

User Bank Account

The User must provide a bank account granted by a Mexican Institution and with CLABE number, which consists of 18 numeric digits.

The bank account may belong to the User or to a third party indicated by the User, so the User is responsible for the account to which the money is sent and indicated for the money transfer, and Zubale will not be responsible under any circumstances for the account to which the payments are released.

Rewards with Associates

These are those options to redeem credits on the Zubale platform for gift cards from different suppliers or Brands. Each supplier has gift cards for different values and the information is detailed within the Zubale application.

After the User redeems his/her credits for a gift card, Zubale will have up to two (2) business days to deliver the access code to the gift card to the User.

Zubale is not responsible if the gift card expires.

The User, when accepting the option of "Rewards with Partners", must abide by the terms and conditions of the provider or partner he/she chooses.

Referred friend

Any person registered as a User on Zubale's platform who shares his/her user name with a friend through the different means of communication, so that the latter registers and becomes a User of the services provided by Zubale and, if applicable, becomes a Zubale Service Provider, will be considered a referral. The person who has been previously registered in the application, including other Zubale services, as well as other cities and/or countries, will not be considered as a referral.

Taxes

Zubale shall make the corresponding withholding(s) according to the tax provisions in force.

As of June 1, 2020, the applicable withholdings, by daily periods, according to the activities to be performed by the different "User Modalities" who provide independent services through Technological Platforms (Platform), are as follows:

1. Withholding on the amount of the consideration for the service rendered (income tax):

a. Provision of goods delivery services:

Amount of daily income

Retention rate

Up to $180.92 - 2%.

Up to $493.42 - 3%.

Up to $690.79 - 4%.

Plus $690.79 - 8%.

b. Provision of services:

Amount of daily income

Retention rate

Up to $49.34 - 0.40%.

Up to $164.47 - 0.50%.

Up to $328.95 - 0.90%.

Up to $822.37 - 1.10%.

Up to $3,289.47 - 2.00%.

Over $3,289.47 - 5.40%.

The foregoing in accordance with Rule 12.2.6 of the Miscellaneous Tax Resolution for fiscal year 2020.

2. Withholding of the value added tax (VAT) corresponding to the consideration for the service rendered:

a. If the Federal Taxpayers Registry is provided, 50% of the corresponding VAT will be withheld; or

b. If the Federal Taxpayers Registry is not provided, 100% of the corresponding VAT will be withheld.

The foregoing in accordance with article 18-J, section II, paragraph a) of the VAT Law in force.

Intellectual Property

Subject to these T&Cs, Zubale grants the User a non-exclusive, royalty-free, non-transferable, non-sublicensable and non-assignable license, for the duration of the relationship between Zubale and the User, with the sole purpose of providing operational execution services and product marketing services to the Brands and tracking the status of the resulting activities and earnings. 

Zubale and its affiliates or subsidiaries and the Marks reserve all rights not expressly granted to the User. The User shall not, and shall not allow any other party to: (a) modify the Zubale services or the Zubale application; (b) misuse the Zubale services or the Platform; (c) send unwanted, duplicative or unsolicited messages. 

The Zubale Services, the App, the Platform, the data, including all intellectual property rights therein, shall always remain the property of Zubale or its affiliates, unless otherwise determined by Zubale. The User shall obtain no rights to the Zubale Services or the Platform, limited only to the license granted to the User by Zubale under these T&Cs and the foregoing.

Users shall not permit any other person to license, sub-license, sell, resell, transfer, assign, distribute, give away or otherwise make available to any other person the Zubale Services, the Platform, modify the Zubale Services, its application or make derivative works thereof. You may not misuse the Zubale Services, including creating Internet "links" to any part of the Zubale Services, "framing" or "mirroring"any part of the Zubale Services or the Platform or any other Platform that Zubale develops or system, orscraping, or otherwise improperly obtaining data from the Zubale Services or the application or systems that they develop. You may not decompile, modify or disassemble the Zubale Services or the Platform, nor reverse engineer or reverse engineer any of them. You may not send unwanted, duplicate or unsolicited messages in any way, and the User must make good use of the Platform. Likewise, the User shall not access Zubale's services, nor the application, nor shall he/she allow access to Zubale's platform.

The User may not design or create a competitive or substantially similar product or service and may not copy or extract functions, functionality or content from Zubale products. 

The Zubale Services, the Platform, its data, including all intellectual property rights therein, are and shall remain the property of Zubale, its Affiliates or its licensors, respectively. This document and the User's use of the Zubale Services, the Zubale Application or Zubale data does not grant or grant any rights to or in connection with the Zubale Services, the Platform, or the data, except for the limited license granted above.

Confidentiality

The parties agree under these T&Cs or until such time as the confidential information becomes publicly available, other than through a breach or breach of their assumed confidentiality obligation, to:

i. To keep the information confidential and not to disclose or allow disclosure to any third party of the Confidential Information to which the parties have access either directly or indirectly. 

ii. The parties agree not to use the Confidential Information, either directly or through third parties, in any operation, transaction or activity they carry out, including but not limited to, the direct or indirect development of any product or business and, in general, they agree not to adopt or carry out any act aimed at the exploitation, disclosure or dissemination of the industrial or intellectual property rights derived from the Confidential Information that is delivered to them, or to have access to it directly or indirectly. 

Insurance

Zubale may, through an insurance company, take out a personal accident insurance policy for the time during which he/she is performing an activity solely within the business premises or on the delivery route, provided that it is proven that he/she was delivering a Zubale order. In case of an accident, the User shall immediately contact the insurance company and make sure to go to the authorized medical centers. The User shall make use of this policy acting in good faith and Zubale shall be responsible for verifying whether the User was logged in to the application and was performing a task on the day and time the User claims to have suffered an accident. If the insurer proves that the User is acting in bad faith and the accident did not occur during the execution of the task on the premises of the retailer or on the delivery route of a Zubale order, the insurer shall have the right to refuse to cover the User with the policy, leaving Zubale and its Affiliates, the Brands and the retailer free to cover any expenses that the User may have incurred.

System

Zubale and its affiliates provide the Zubale services and the App on an "as is" and "as available" basis, and the User accepts them. Zubale and its affiliates do not represent, warrant or guarantee that the User's use of or access to the Zubale services or the App will be uninterrupted or error-free.

Use of the Zubale Platform is at the User's own risk. The Services are provided on an "as is" basis, without warranties of any kind, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose and non-infringement. Zubale makes no representations or warranties of any kind regarding the accuracy or completeness of the content offered through the use of Zubale or about the content of any website linked to the use of Zubale, or of the Merchants. Zubale assumes no liability arising from (i) errors or inaccuracies in the content; (ii) damage to property, of any nature, as a result of your access to and use of the Platform; (iii) unauthorized access to or use of Zubale's secure servers and/or any personal and/or financial information stored therein; and (iv) refusal by a Brand or Merchant to allow access to the User.

Deadline

These T&Cs, the Contract that may be entered into between the parties, and other annexes, will come into effect on the date on which the User provides the service and will remain in force until its termination in accordance with the provisions of these T&Cs and contract. Either party may terminate this document: (a) whenever they so desire, without giving any reason; (b) for breach, at any time. 

Zubale may terminate this document or deactivate the User immediately, without notice, if the User ceases to be legally qualified, or in accordance with the rules and policies of Zubale or its affiliates, to provide operational execution services and product marketing service or as otherwise set forth in these T&Cs and/or any other document entered into between the parties. From the date of termination of the Agreement, the User shall immediately delete and completely remove the Zubale application.

Invoicing, CFDI and FIEL

In the case that, by virtue of the "User Modality" under which the User formalizes his/her relationship with Zubale and it is the User who must issue electronic invoices in favor of Zubale or whoever the latter may indicate, the User must also observe what is indicated here regarding invoicing.

Invoicing on behalf of the User may be carried out in any of the following ways: (i) Through Zubale and its own programs or systems that Zubale decides to acquire and/or use for such purpose; (ii) Through Zubale but using the services of a third party; (iii) On behalf of the User but with the service provider indicated by Zubale for such purpose; or, (iv) On the User's own account. Zubale will indicate to the User the way in which he/she should issue the corresponding fiscal invoices, and it will be at Zubale's discretion to change this way at any time.

The way in which the User must carry out the corresponding invoicing will be subject to the registration of the User's data in the boxes and sections designated for this purpose within the Platform or in the system indicated by Zubale for such purposes. The User will be the one to provide the required data, complete and sufficient, for the correct issuance of the Digital Tax Receipt by Internet (CFDI), being the only responsible for the veracity of the same. 

For billing purposes, Zubale may require the User to provide his/her Advanced Electronic Signature (FIEL). The user accepts that his/her FIEL will be stored for the purpose of expediting validation with the Tax Administration Service (SAT). The FIEL or fiscal data for invoicing that is requested will only be stored for the purposes mentioned herein.

Zubale or the independent third party appointed by it will be responsible for ensuring all information encryption procedures to guarantee the security of the data transmitted to it.

Whether the User invoices Zubale through the Zubale platform or through a service provider, the purpose of this is to automate the process of issuing CFDI's. Nevertheless, the User acknowledges and accepts that he/she is contractually obliged to issue a CFDI for each of the deposits made by Zubale as a result of the relationship that has been formalized.

Zubale or the service provider appointed by Zubale, will be responsible for sending to the email address with which the User registered in the Platform, the User's CFDI that may be generated by virtue of the relationship, the files will be sent in PDF format for viewing and in XML format. The User is obliged to keep his/her FIEL in force during the whole time of his/her relationship with Zubale.

Zubale or its appointed service provider will generate CFDI's on behalf of the User, with the information that Zubale's platform generates on a daily basis. Zubale will not be responsible for the veracity of such information and will only generate the CFDIs. When the User receives the generated CFDI's, he/she will be responsible for verifying that the CFDI has been generated correctly. In the event that there is any error or comment regarding the information contained in the CFDI, the User must notify Zubale immediately in order to make any applicable corrections.

Indemnification

The User agrees to defend, indemnify and hold harmless Zubale and the Marks, its officers, directors, employees, agents and affiliates, from and against any and all losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys' fees, arising out of, relating to or resulting from the User's unauthorized use of the Platform, or any breach of these Terms and Conditions, including without limitation, any violation of any law, ordinance, administrative order, rule or regulation. Zubale shall provide notice promptly of any such claim, suit or proceeding, and shall be entitled to assume the defense of any such claim, suit or proceeding.

Modifications

Zubale reserves the right to modify these T&Cs at any time and without prior notice, which will be effective on the date of the new updated version, which will be available on the website for any user of Zubale's services. The User acknowledges and accepts that by using the Zubale platforms, downloading, installing or using Zubale, the User will be subject to any modifications, future additions to the present T&C, reference information in the different links created or added to the Zubale platforms and the information that they integrate and/or documents that are incorporated.

Electronic Signatures 

The User acknowledges and agrees that, where applicable, if all statements and signatures in connection with the use of the Zubale Application, and the Services, are made by electronic means and byclicking on the corresponding boxes, they will bind the User as if he/she were signing a physical document.

The User acknowledges that, having logged in and having entered his/her personal identification keys of the ID provided by Zubale, having pressed orclicked on the corresponding acceptance boxes as well as with the respective Contract, he/she declares that he/she has read the details and specifications of the Platform operation and the rights and obligations to which he/she is subject by means of the Contract and these T&Cs, granting his/her express conformity with it, in accordance with the provisions of the applicable legislation.

Jurisdiction and Competence

If there is any dispute, difference, controversy or claim between the parties that is related to or arising out of this document, the parties agree that they will make every effort to resolve the matter in good faith. Whenever such dispute cannot be resolved by direct negotiation between the parties, the parties agree that they will invariably submit to mediation administered by the Alternative Justice Center of the Superior Court of Justice of Mexico City or before any Private Mediator certified by the Alternative Justice Center of the Superior Court of Justice of Mexico City.

If the dispute, difference, controversy or claim cannot be resolved through mediation, the parties expressly agree to submit to the competent courts in Mexico City, waiving from this moment on any other jurisdiction that may correspond to them due to their present or future domicile.

The User expresses that he/she is of legal age according to the legislation in force in the Mexican Republic, that it is his/her will to abide by these Terms and Conditions, understanding their content and scope, stating that he/she has read them in their entirety and understands them, that he/she agrees with them and will act accordingly.

Included in the app "checkbox" stating "YES" "NO" *.