PARTNER CONTRACT

NON-EXCLUSIVE COMMERCIAL COMMISSION CONTRACT, CONCLUDED BY THE CIVIL SOCIETY CALLED “GS SOLUCIONES EN SISTEMAS DE GESTIÓN, S.C.” (HEREINAFTER “GS SOLUTIONS”), AND ON THE OTHER HAND, THE NATURAL OR LEGAL PERSON WHO EXPRESSLY ACCEPTS THE TERMS AND CONDITIONS OF THIS INSTRUMENT THROUGH THE “ACCEPT” OPTION CONTAINED IN THE WEB PAGE, WHICH IS INDICATED BELOW (HEREINAFTER “THE PARTNER”), ACCORDING TO THE FOLLOWING DEFINITIONS AND CLAUSES:

D E F I N I T I O N S

1.- Partner’s Link: Refers to a unique internet link that the Partner provides to his prospects so that they can register as users of the Software.

2.- Trademark: It refers to the trademark “QUALITYWEB 360” and design, which is registered at the Mexican Institute of Industrial Property (IMPI) under number 1625305, and is in the process of being registered in different strategic countries.

3.- Website: refers to the internet address www.qualityweb360.com/

4.- Partner: Refers to the commission agent whose full name, denomination or company name is captured by the applicant or candidate through the website at the moment of clicking on the option “accept the terms and conditions of the contract. When we speak of “partners” in the plural, we are referring to other commission agents with the same or similar schemes as the “Partner”.

5.- Partner Portal: Web page where the Partner can access his Partner Link and follow up on the clicks that prospects make, as well as the commissions produced.

6.- Prospect(s): Refers to the candidates for users who carry out the process to register and pay the corresponding license.

7.- Software: Refers to the computer program called “QUALITYWEB 360”, which is a digital tool used by users to facilitate compliance with the requirements of ISO International Standards, which is registered in Mexico with the National Copyright Institute under number 03-2019-092712512700-01 (zero, three, two, zero, one, nine, zero, nine, two, seven, one, two, five, one, two, seven, zero, zero, one) and protected worldwide under the provisions of the Berne Convention for the Protection of Literary and Artistic Works.

8.- User: This refers to the user of the software who acquires one or more use licenses through the Web Page.

C L A U S E S

FIRST. OBJECT. The Partner is obliged to carry out sales and marketing in his own name, but on behalf of GS SOLUTIONS, licenses for the use of the software in exchange for a commission. Therefore, this commission and direct dealings with users will be carried out by the Partner personally without being able to delegate to third parties the execution of his order, being able to assist only from his plant personnel.

SECOND. CONSIDERATION. GS SOLUTIONS is obliged to pay the Partner a commission in accordance with the volume and duration of the user licenses for the software it sells according to the prices published on the Website. That is, the commissions will be generated according to the volume of purchases that users generate by clicking on the Partner’s link.

THIRD. MARKETING. The Partner will not directly sell the licenses for the software to the user, but once the sales management is done, the user must click on the Partner’s link and make payment through the mechanisms indicated there, or make an electronic transfer of funds to GS SOLUCIONES to the bank details provided by the Partner. Once the payment of the requested license has been made, GS SOLUTIONS will issue the corresponding electronic invoice directly to the user.

FOURTH. USER REGISTRATION. The Partner must ensure that the prospect follows the instructions below in order to successfully register users and be entitled to receive commissions:

       1) GS SOLUTIONS will provide the Partner with a Partner Link or the Partner can copy it directly from the Partner Portal;

       2) The partner can place his partner link on his own website or he can provide it to his prospects via email or social networks;

       3) The prospect clicks on the Partner Link and registers as a user of the Software, at which time he registers in the Partner Portal that the prospect registered via his Partner Link;

       4) The prospect becomes a formal user when he pays for a plan through the Website, at which time he registers in your Partner Portal that the user has already paid and the commission generated is displayed.

FIFTH. PAYMENTS. GS SOLUCIONES will make the last working days of each calendar month the cut of commissions generated by the Partner, being obligated GS SOLUCIONES to pay the corresponding commissions within the first 5 (five) working days of the following calendar month, being obligated on the other hand the Partner to issue the corresponding invoice. Likewise, GS SOLUTIONS may subject the payment of the commissions to the issuance of the corresponding invoice or receipt of fees by the Partner. GS SOLUTIONS shall not be liable for any charges or fees charged to the Partner by his receiving bank.

FIFTH BIS. COMMISSION POLICIES. The parties shall be subject to the following policies regarding commissions:

  1. Commissions will only be generated and paid to the Partner while the Partner and the user are active;
  2. Commissions will cease to be generated in favour of the partner when the partner is no longer actively linked to the user or no longer serves the user in accordance with this agreement and its annexes;
  3. The commissions will be paid via electronic transfer of funds or “Paypal”, with the Partner absorbing any collection that the receipt of such amounts generates;
  4. The Partner will absorb and pay all applicable taxes;
  5. The Partner will lose any right to claim commissions in the event of non-renewal of the contract or the termination of this contract for reasons attributable to the Partner;
  6. In case of early termination due to causes attributable to GS SOLUTIONS, the commissions corresponding to each one of the previously registered users that remain active, will continue to be covered to the Partner during the 6 (six) months following such termination;
  7. If GS SOLUTIONS refers a user or prospect to the Partner so that for strategic reasons the Partner can provide advice on the use or application of the Software, such user or prospect will not generate any commission to the Partner. In this case, GS SOLUTIONS may refer such user or prospect to different Partners so that the user can choose the best option.

SIXTH. DURATION. The term of the contract will be of 1 (one) year, automatically renewable for periods of equal duration in case none of the parties expresses in writing the desire to terminate it by notifying its counterpart within 30 (thirty) calendar days prior to the conclusion of the term herein indicated, GS SOLUCIONES is obliged to pay the Partner any commission generated before the termination takes effect according to the times indicated in Clause Five. Once the termination takes effect, the Partner’s Link will be cancelled.

SEVENTH. EARLY TERMINATION. The following will be causes for early termination, without any responsibility for the parties:

  1. Because the Partner does not generate any commission for 3 (three) consecutive full months, or new commissions for 4 (four) non-consecutive full months within a period of 1 (one) year;
  2. For not complying with the commercial policies indicated in Clause Twelve Ter;
  3. For delegating the Partner’s assignment or not performing the commission directly or personally.

In case the Partner is in any of the above mentioned cases, GS SOLUTIONS may terminate this contract in advance, giving written notice to the Partner, the termination taking effect automatically and cancelling at that time the Partner’s Link.

EIGHTH. TERMINATION. Any breach not indicated in Clause Seven shall give rise to termination of this contract, and the party at fault shall compensate the other party for any damages caused, unless a conventional penalty has been expressly stipulated. The culpable breach by the Partner shall entitle GS SOLUTIONS to cancel the Partner Link immediately.

EIGHTH BIS. REPRESENTATION. The parties agree that the Partner will always act on his own behalf without any representation; therefore, the Partner may not bind GS SOLUTIONS to third parties or act as an employee, attorney or representative of GS SOLUTIONS, under penalty of being personally liable to third parties in case of breach, with the consequent compensation for damages caused to GS SOLUTIONS.

EIGHTH THIRD. NON EXCLUSIVITY. There will be no exclusivity between the parties, so GS SOLUTIONS may hire other partners, commission agents or distributors for the marketing of the Software, and the Partner may market or promote on its own all kinds of computer programs, products and services.

NINTH. EMPLOYMENT RELATIONSHIP. GS SOLUTIONS and the Partner agree that there is no employment relationship between the parties by virtue of the fact that there are no elements of subordination or economic dependence, since the Partner acts independently, has his own sources of income, has no schedules, does not receive orders from GS SOLUTIONS and is not assigned sales routes.

TENTH. PERSONAL DATA. In case the users authorize the Partner to access their personal data through the website, the Partner is obliged to treat them in accordance with the applicable provisions of the personal data protection laws, as well as to keep them absolutely confidential and secret, and to take all the security measures that are necessary to safeguard such information. Therefore, the personal data to which the Partner will have access shall be considered confidential information for all legal purposes, and the Partner shall not disclose, publish, reproduce, transmit, retransmit, share or make known such information to third parties without the appropriate written permission of the corresponding user. Therefore, in case that, by instructions from the user, the user cancels or no longer wants GS SOLUTIONS to process his personal data, the Partner is obliged to delete them reliably within 48 (forty-eight) hours after GS SOLUTIONS requests it in writing, and the Partner must generate and send the corresponding digital certificates.

Also, in case the Partner is a victim of piracy or leakage of information regarding the personal data of users, the Partner is obliged to immediately notify GS SOLUTIONS in writing, and take all necessary measures to prevent further leakage of such information.

TENTH BIS. CONFIDENTIALITY. The parties agree that all information provided by GS SOLUTIONS to the Partner related to this contract will be confidential for all legal purposes, mentioned in a non-limitative manner the following: data from prospects, users and other partners; source codes, sales routes, operating manuals, annexes to this contract, costs, figures or percentages of commissions, value tables, financial data, technical information on compliance with international ISO standards, business schemes, expansion plans and training techniques. Therefore, the Partner is obliged to maintain in absolute secrecy such information and not to disclose, reproduce, transmit, retransmit, publish, share or make it known to third parties by any means. Therefore, the Partner is obliged to take all the necessary measures to preserve the confidentiality of such information and to enter into confidentiality agreements with hia own personnel who must necessarily be aware of it, the Partner being responsible at all times for any misuse that may be made of it.

The Partner is strictly forbidden to use the information of the prospects or users referred by GS SOLUTIONS for purposes other than providing advice on the use or application of the Software.

ELEVENTH. NON-COMPETITION. The parties agree that the users generated by the Partner, as well as all users in general, will at all times be customers of GS SOLUTIONS for the purposes of the Software only; therefore, for the purpose of preventing unfair competition, the Partner agrees during the entire duration of the contractual relationship with GS SOLUTIONS and 5 (five) years after of the  termination, not to market, sell, license or sub-license to users, directly or through third parties, any type of computer program related to compliance with official ISO standards of any kind. In the event that the user is no longer a customer of GS SOLUTIONS, the prohibition herein agreed upon shall survive for 1 (one) more year from the termination of the contractual relationship between the user and GS SOLUTIONS. Therefore, the prohibition herein agreed upon will not apply to other computer programs that do not compete with the Software, nor to provide users with advice, assistance or training.

Therefore, in case of breach of the obligation not to do so here agreed, the Partner will be entitled to a conventional penalty of $10,000 (ten thousand dollars 00/100, legal tender in the United States of America) for each user with whom the Partner tries or enters into business relationships in contravention of what has been agreed here.

ELEVENTH BIS. AUDITS. GS SOLUTIONS may contact users directly in order to monitor and evaluate the quality of service provided by the Partner, being a cause for early termination of this contract the lack of attention or poor quality of care provided by the Partner to the user.

TWELFTH. USE OF THE TRADEMARK. GS SOLUTIONS grants the Partner a revocable, non-transferable, non-exclusive and temporary license to use the Trademark solely and exclusively on its business cards, uniforms, stationery, social networks and web page according to the guidelines in Brand Use Manual, which is an integral part of this contract. Therefore, the Partner may not carry out any type of mass advertising using the Trademark, as well as use it differently from the one indicated here, without the prior written authorization of GS SOLUTIONS.

The Partner is obliged to provide GS SOLUCIONES with reports regarding the use of the Brand within 48 (forty-eight) hours after the Partner requests it in writing, and the Partner must accompany these reports with images or audiovisuals of the use being made of the Brand, as well as detailing the circumstances of each specific case.

Therefore, the Partner undertakes at all times to use the Trademark solely for the purposes of this agreement and to accompany it with the legend “Independent Sales Advisor”, “Independent Sales Agent”, “Independent Technician”, “Independent Consultant”, “Independent Commission Agent” or any similar.

The licence to use the Trademark granted herein shall be automatically revoked and without effect upon the termination of this agreement; therefore, the Partner undertakes immediately to cease using the Trademark, to erase any digital traces thereof and to destroy any material or printed matter bearing the Trademark.

TWELVE BIS. INTELLECTUAL PROPERTY. The Partner expressly acknowledges that GS SOLUCIONES is the sole owner of the Trademark and exclusive licensee of the Software, and that such Intellectual Property rights are duly protected under Mexican law, foreign law and international treaties. Therefore, the Partner is obliged not to register the Trademark in any country, nor the source code of the software, refraining from disposing of, licensing, assigning or exploiting said computer program, mentioning in an enunciative but not restrictive way: the authorization of the use to third parties, the realization of any type of inverse engineering to it, the creation of works derived from the Software or the use of the Software for any purpose unrelated to the object of this contract. The prohibitions set forth herein shall apply worldwide

 TWELFTH. POLICY. The Partner undertakes to observe at all times the commercial policies attached to this contract as Sales Attachment, which shall form an integral part of this instrument.

THIRTEENTH. EXCLUSION OF RIGHTS. The lack of timely termination or cancellation, as the case may be, by GS SOLUTIONS, does not preclude the right to exercise it at any time while the Partner is still in default.

FOURTEENTH. FINAL CONTRACT. The parties agree that this contract supersedes any other oral or written agreement previously entered into by the parties.

FIFTEENTH. ASSIGNMENT OF RIGHTS. The parties may not assign their rights or obligations under this contract to third parties without the prior written consent of the other party, except for the litigious rights of GS SOLUTIONS, which may be assigned to third parties at any time by simply giving written notice to the Partner.

SIXTEENTH. PARTIAL NULLITY. If any judicial authority decrees the nullity of any of the clauses of this contract, the rest of it will continue to have full legal effect.

SEVENTEENTH. AGREEMENT OF WILLS. The Partner may freely consult the text of this agreement on the Website before concluding it. Therefore, there will be an agreement of wills under the present instrument at the moment that The Partner captures the identification information requested in the corresponding cells of the Web Page (example: full name, name or company name of the applicant, and if applicable, full name of the representative; e-mail and address) and also clicks on the “accept” option (the terms and conditions of the present agreement). Therefore, such acceptance by digital means will act as an electronic signature for all legal purposes. GS SOLUCIONES reserves the right to request scanned copies of official IDs, minutes or constituent policies, powers of attorney or appointments, proof of address, CURP and/or tax IDs, among others, for the purpose of verifying the identity of The Partner and accepting or not the conclusion of this contract.

EIGHTEENTH. PERSONALITY. The parties declare under protest to say the truth that they have sufficient legal capacity to bind themselves under the present contract, and if applicable, personality to bind their represented parties, stating The Partner under protest to say the truth that the data captured on the Website to grant express acceptance to the terms and conditions of the present contract and identify themselves, are true.

NINETEENTH. ADDRESSES. The parties indicate the following domiciles and e-mail addresses for the exchange of information, hearing and receipt of all types of summonses and notifications, on the understanding that the party that changes the domicile or e-mail address undertakes to give notice to the other party within the following 10 (ten) working days of the change, under penalty of considering the notifications made to the domiciles or e-mail addresses indicated herein as having been effectively made:

GS SOLUTIONS: Caldeos No. 368, Col. Altamira, Zapopan, Jalisco, Mexico C.P. 45160. E-mail: gsalles@qualityweb360.com

THE PARTNER: address and e-mail address captured on the Website in accordance with Clause Seventeen.

TWENTY. JURISDICTION. For the interpretation and performance of this contract, and in the absence of any express provision, the parties agree to submit to the jurisdiction and applicable laws of the courts of the city of Guadalajara, Jalisco, Mexico or of the domicile of the Partner, at the choice of the plaintiff, renouncing any other jurisdiction that may correspond to them by reason of their present or future domiciles.

TWENTY-FIRST. ELECTRONIC MEDIA. The parties agree that any exchange of information, communication or attached document sent to or between the e-mail addresses indicated in Clause Nineteen, will be considered to be in writing for all legal purposes.

TWENTY-SECOND. HEADINGS. The headings at the beginning of each clause are for mere reference, and cannot be used for the interpretation of this contract.

TWENTY-THIRD. SURVIVAL. The obligations contained in clauses Ten, Ten Bis, Eleven and Twelve Bis shall survive the termination of this contract.

Having read this contract in all its parts and being aware of its scope, the parties sign it by electronic means in 08 (eight) useful pages and its annexes in Guadalajara, Jalisco, Mexico on the date captured in accordance with the acceptance indicated in Clause Seventeen.