Terms and Conditions of Use

1. Acceptance of the Terms

These Terms and Conditions of Use ("Terms") govern access to and use of the training and management platform for artificial-intelligence-based sales agents (the "Platform"), owned by MAVESA S.A.S., a company domiciled in Bogotá, Colombia ("MAVESA" or "the Provider"). Access to, registration on, or use of the Platform by any individual or legal entity ("the User" or "the Customer") constitutes full and unconditional acceptance of these Terms. If the User does not agree with any provision contained herein, the User must refrain from using the Platform.

Where the User has entered into a specific services agreement with MAVESA governing use of the Platform, the provisions of that agreement shall prevail over these Terms to the extent they conflict, and these Terms shall apply on a supplementary basis to anything not expressly provided for in the specific agreement.

2. Definitions

Platform: the software, interface, and online services provided by MAVESA for the configuration, training, deployment, and administration of AI-based conversational sales agents.

AI Agent: the instance of the conversational assistant configured and trained by the User, or by MAVESA on behalf of the User, within the Platform.

User Content: the information, documents, data, text, images, or any other input that the User uploads to the Platform in order to configure or train its AI Agent.

Background IP: the methodologies, algorithms, architectures, base prompts, source code, and other components developed by MAVESA prior to, or independently of, any given User's use of the Platform.

Account: the individual or corporate access profile through which the User accesses the Platform.

3. Description of the Service

The Platform enables Users to design, configure, train, test, and integrate AI Agents aimed at qualifying and managing sales opportunities, including integration features with websites and third-party customer relationship management (CRM) platforms. MAVESA may modify, improve, or discontinue Platform features at any time, and will endeavor to give the User reasonable advance notice when a change materially affects the contracted service.

4. Registration and User Account

To access certain Platform features, the User must create an Account by providing truthful, complete, and up-to-date information. The User is responsible for keeping its access credentials confidential and for all activity carried out through its Account. The User must notify MAVESA immediately of any unauthorized use of its Account.

5. License to Use

MAVESA grants the User a limited, non-exclusive, non-transferable, and revocable license to use the Platform, solely for the purposes of its own commercial activity and for the term of the contractual relationship. This license does not include the right to copy, modify, decompile, reverse-engineer, sublicense, or commercially exploit the Platform or its Background IP components beyond ordinary use within the Platform.

6. User Obligations

Use the Platform in accordance with applicable law and these Terms.

Provide the User Content necessary to train and configure its AI Agent, being solely responsible for the accuracy, legality, and ownership of that content.

Not use the Platform to generate, disseminate, or train agents with illegal, deceptive, discriminatory content, or content that infringes third-party rights.

Hold the necessary authorizations for the processing of any personal data it uploads to the Platform or that is collected by its AI Agent.

Not attempt to breach, overload, or compromise the security or availability of the Platform.

7. User Content and Training Data

The User retains ownership of the User Content it uploads to the Platform. By uploading such content, the User grants MAVESA a limited license to store, process, and use that information solely to provide the service and to configure and train the corresponding AI Agent. MAVESA will not use User Content to train models intended for other customers without prior, express authorization.

8. Intellectual Property

The Platform, its source code, design, methodologies, base prompts, and other Background IP components are the exclusive property of MAVESA or its licensors, and are protected under applicable intellectual property law. Use of the Platform does not transfer any ownership right therein to the User, other than the license to use described in Clause Five. The specific AI Agent instance configured for the User may be used by the User in the ordinary course of its business, without this implying any assignment of rights over the underlying technology.

9. Personal Data Protection

Where use of the Platform involves the processing of third parties' personal data (for example, visitors to the User's website who interact with the AI Agent), the User shall act as Data Controller and MAVESA as Data Processor, under the terms of Law 1581 of 2012 and its implementing decrees. MAVESA shall process such data exclusively in accordance with the User's instructions and for the purposes of providing the service, implementing reasonable technical and organizational measures for its protection.

10. Fees and Payments

Use of the Platform may be subject to payment of the fees set out in the commercial offer, subscription plan, or specific agreement entered into with the User. Prices do not include taxes, which shall be borne by the User in accordance with applicable tax law. Failure to pay on time may result in suspension of access to the Platform, following notice to the User.

11. Service Availability and Support

MAVESA will endeavor to maintain continuous availability of the Platform, without this constituting a guarantee of uninterrupted or error-free availability. MAVESA may carry out scheduled maintenance, giving the User reasonable advance notice when this may affect use of the service. Support and operational assistance shall be limited to what is expressly agreed in the applicable plan or agreement.

12. Warranties and Disclaimer

The Platform is provided "as is" and "as available." MAVESA does not warrant that the results generated by the AI Agent will be accurate, complete, or fit for any particular purpose, and the User acknowledges that responses generated by artificial intelligence systems may contain inaccuracies. The User is responsible for reviewing and validating the performance of its AI Agent before using it in production.

13. Limitation of Liability

To the maximum extent permitted by law, MAVESA's total liability to the User for any claim arising from use of the Platform shall not exceed the amount actually paid by the User to MAVESA during the twelve (12) months preceding the event giving rise to the claim. MAVESA shall not be liable for indirect damages, lost profits, or loss of data or business opportunities, except in cases of willful misconduct or gross negligence.

14. Indemnification

The User agrees to indemnify and hold MAVESA harmless from any claim, damage, or loss arising from misuse of the Platform, from User Content uploaded to it, or from breach of these Terms.

15. Confidentiality

Both parties agree to keep confidential any non-public information to which they gain access in connection with use of the Platform, and not to disclose it to third parties without prior written authorization, except where required by law.

16. Term and Termination

These Terms shall remain in force for as long as the User maintains access to the Platform. MAVESA may suspend or terminate the User's access in the event of breach of these Terms, non-payment, or misuse of the Platform, subject to prior notice where the nature of the breach allows it. Upon termination, the User may request export of its User Content within a reasonable period, after which MAVESA may proceed to delete it.

17. Amendments to the Terms

MAVESA may amend these Terms at any time by publishing the updated version on the Platform or notifying the User through its registered contact channels. Continued use of the Platform after such changes are published constitutes acceptance of them.

18. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Republic of Colombia. Any dispute arising from their interpretation or performance shall be submitted to the competent courts of the city of Bogotá, without prejudice to the parties agreeing to an alternative dispute resolution mechanism.

19. General Provisions

If any provision of these Terms is held invalid or unenforceable, the remaining provisions shall remain in full force. MAVESA's failure to exercise any right provided for herein shall not constitute a waiver of that right. The User may not assign the rights or obligations arising from these Terms without MAVESA's prior written authorization.