Terms and Conditions


Rules for Using the POLIBIT Portal and Platform

‍Welcome to the website of “POLIBIT” at www.polibit.io/.

Pleaser ead these terms carefully before contracting a service through our website or any other electronic platform and/or before directly contracting any of our services and using our services in general. By starting to use this site or contracting our services, you are presumed to have read and agreed to these terms and conditions. By using this site electronically or any of our services, the User acknowledges that they have read and fully accepted these terms and conditions in their entirety and with all their legal implications. The following terms and conditions for using the portal (the “Rules ofUse”) apply to all websites derived from or resulting from the use of www.polibit.io/ (the“Portal”), owned by “POLIBIT, S.A.P.I. DE C.V.” (“POLIBIT”).For the purposes of these Rules of Use of thePortal, a user is considered to be: (i) the general public and/or(ii) a client of POLIBIT who has created a user profile through ourPortal, requesting access before contracting any of our services through the Portal, or (iii) an employee of a POLIBIT client using the Portal to receive services provided by POLIBIT to the general market (the “User”). The User fully and unconditionally accepts both the Rules of Use of the Portal and the Privacy Notice (together, the “Legal Notice”) published on the Portal. POLIBIT reserves the right to update or revise these terms and conditions without prior notice and without requiring prior authorization from any third party; please review these terms and conditions periodically to stay informed of any changes, with no responsibility for POLIBIT.

Continuous use of this site after any changes to these terms and conditions are posted indicates the User’s acceptance of such changes without reservation. POLIBIT is a Mexican company that offers advisory and consulting services on all types of topics related to emerging information technologies. In particular, POLIBIT supports real estate developers in preparing real estate projects from their own portfolio that are targeted for various resources provided by third parties as financial resources for their development. The goalis for the developer to be in a position to receive and use these resources by leveraging blockchain technology to fraction, tokenize, and commercially manage the financial rights contributed by third parties for the development of real estate projects. This is understood to mean that POLIBIT will provide only the technological infrastructure for management and operation and will in no way participate in raising funds or promoting such projects.To this end, POLIBIT will provide the respective real estate developer with authorization for access and use of the Software (as defined below), with the following servicesand components: i) usage licenses; ii) hosting; iii) installation and configuration; iv) training; v) maintenance; and vi) technical support. In addition to these terms and conditions, each developermust enter into a service agreement with POLIBIT through which POLIBIT grants a license for the use of the Software. The “Software”refers to the set of programs, applications, operating systems, databases, user interfaces, codes, algorithms, data, documentation, and other computing components, whether in source code or object codeform, that POLIBIT makes available to the developer for use as anonline service accessible via the Internet as Software as a Service(SaaS).As part of the Services, POLIBIT will carry outthe necessary work to transform the value of the financial resourcesobtained by the developer for their real estate project into digitaltokens (as a result of tokenization), enabling them to be traded onboth primary and secondary markets with global access usingblockchain technology.

To this end, the scope and process of digitalization services will include the following:

A user account will be created for the developer within the POLIBIT Software as the issuer of financial resource investment rounds. Reasonable assistance will be provided for creating and managing this user account. Assistance will be provided for creating and managing a wallet for receiving financial resources, distributing returns, with its management and responsibility lying solely with the developer. The developer will be responsible for paying the financial investment derived from the main or other contracts and used for the real estate project development to their investors in the agreed-upon terms and timeframes. The developer will be responsible for promptly sharing all relevant information about the progress of the real estate development project and any information pertinent to sharing with their investors, including the detailed investment scheme during its validity. Financial resources contributed to the real estate project during each investment round will never, for any reason, be deposited in any account owned by POLIBIT or under its control but rather in an account exclusively owned by the developer for receiving such financial resources for the real estate project development. Furthermore, each individual investor must provide the corresponding information, either a wallet or a bank account as stipulated by the developer, to receive the resources resulting from the real estate project development. The developer must promptly provide POLIBIT, where applicable, all necessary documentation for the respective financial institution to open the corresponding account in the name of the developer or the trust for the respective real estate development project, where pertinent resources will be collected during the financial resource-raising round. POLIBIT will be responsible for:
a) Providing and enabling the use of its technological platform (www.polibit.io) as a white-label marketplace so that the developer can manage it directly, with no commercial responsibility for POLIBIT. This requires timely collaboration from the developer in providing relevant project information and materials and facilitating their promotion through their own digital sales channels.
b) Simplifying ongoing asset management by automating tasks such as regulatory compliance and return distributions, resulting in significant time and resource savings for the developer.For the purposes of the above, the developer acknowledges and agrees that POLIBIT provides Software that facilitates the use of blockchain-based tokenization technology to support the developer's operations. However, POLIBIT is not and shall not be construed as a financial intermediary, resource collector, authorized to conduct regulated activities under the CreditInstitutions Law or any other applicable financial regulations inMexico.
Thus, the developer is solely responsible for all activities related to obtaining financial resources from third parties, including but not limited to the following:a. 

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‍Promotion and Advertising:

The developer will manage all communications, announcements, and marketing materials related to fundraising rounds, ensuring that such materials do not imply, directly or indirectly, POLIBIT’s involvement in regulated activities. The developer must avoid any statements that may be interpreted as a public offering of securities or mass resource collection.b. InvestorRelationship Management:The developer will independently manage any interactions with investors, including the search, evaluation, and selection of potential investors, as well as obtaining the necessary consents and documentation to formalize relationships with investors.c. ResourceAdministration and Control:The developer is responsible for receiving, safeguarding, and managing any financial resources obtained through their fundraising rounds, ensuring that the funds are not transferred or managed through POLIBIT’s infrastructure to avoid unauthorized resource collection. d. RegulatoryCompliance:The developer will be responsible for complying with all applicable laws and regulations of the relevant financial system.The material contained on the Portal is for informational purposes regarding the services offered. These Rules ofUse govern the utilization of the Portal, as well as any technology that may be employed by POLIBIT to provide its services to the general market (the “Platform”), and access to it constitutes a binding contract (an “Agreement”) between POLIBIT and the User.The Legal Notice is mandatory and binding for all Users. If the User does not agree with the Legal Notice, in whole or in part, they must refrain from using, operating, or visiting the Portal, the Platform, and/or contracting the services provided by POLIBIT. By using the Portal, the Platform, and/or inducing their use electronically or by other means, the User indicates acceptance of the Agreement and acknowledges and agrees that: (i) POLIBIT is exempt from all liability, loss, damage, or risk resulting directly or indirectly from the use of the Portal, thePlatform, or the Services; (ii) the use of the Portal and Platform is subject to the terms of the Legal Notice, as it may be amended from time to time; and (iii) the User will only use the materials contained on the Portal and Platform for personal, non-commercial, and informational purposes and will not modify any of the materials therein.


General Description of Services

‍In general, and subject to any more detailed provisions, whether substantive or procedural, implemented through the Portal or Platform for the provision of Services: The User registers with a username and password. The User must provide all necessary information for the proper and timely provision of the Services. The provision of the Services will be governed by the instructions made available by POLIBIT on the Portal and/or Platform from time to time, which the User must comply with for the proper provision of the Services.Any POLIBIT User may create a free account, for which only the data specified in the Privacy Notice will be requested.Once the User has access to their account, POLIBIT will provide the User, either on its own or through third parties, with the technology known as blockchain to fraction, tokenize, and manage the financial rights received by the developer from third parties. Additionally, once any service offered by POLIBITis contracted, it will act as the host of tokenization technology for the purpose of consolidating collections, where applicable, regarding the rights assigned in the Token to the Real Estate Developer to pursue any actions necessary to safeguard such rights.It is made known to the User that POLIBIT will use relevant systems to track the location of tokens and their ownership records to ensure compliance with regulatory requirements in real estate AML/KYC matters.In the event that a token is lost, POLIBIT will have the authority to locate, burn, and reissue a new token to assignit to the User as the rightful owner.In this regard, if a token is lost, the User must immediately notify POLIBIT to take appropriate actions. Token loss will be the sole responsibility of the User, and the User assumes the risk of loss in cases where POLIBIT is unable to reissue the token.Users are advised that POLIBIT does not act asa financial advisor, and any contracting is done solely at the User's responsibility. Individuals of U.S. nationality and those from countries blacklisted as tax havens by the European Union Council are not permitted to use the Platform or Services.
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Channels and Security Filters

‍POLIBIT, at its sole discretion, may implement security filters it deems appropriate to evaluate Users and determine whether the information provided by a User is reliable and secure. POLIBIT may decide to provide or interrupt Services to a User at itssole discretion. From the moment a User registers on the Portal orPlatform, the POLIBIT team may screen the User to safeguard the integrity of its collaborators, agents, partners, shareholders, directors, and employees directly or indirectly involved in providing the Services.To use the Services offered on the Portal, theUser may be required to create an account and establish a password.In such cases, the User is entirely responsible for maintaining the confidentiality of their account information, including the password, and for any activity that occurs on their account due to their failure to maintain confidentiality and security.The User agrees to inform POLIBIT immediately in the event of unauthorized use of their account or password or if any security-related issue arises. The User may be legally responsible for losses incurred by POLIBIT or any other user orvisitor of the Portal due to unauthorized use of their account or password by another person resulting from their failure to maintain account confidentiality and security.The User may not use their account or password, or someone else’s account, without the express consent of the account owner. POLIBIT is not responsible for any loss or damage resulting from the User's failure to comply with these obligations. POLIBIT reserves the right to temporarily or permanently cancel a User's account if they violate the User Conduct section outlined below.


User Conduct
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‍Any User of POLIBIT’s infrastructure and technological tools agrees to comply with all relevant local, state, national, and international laws, regulations, standards, and rulesand is solely responsible for all actions or omissions resulting fromthe use or access to the Portal or Platform, including, but not limited to, the content of their transmissions to or from the Portalor Platform. Without limiting the generality of the foregoing, theUser agrees not to do the following: Use the Portal or Platform in connection with property crimes or any other offenses, particularly related to anti-money laundering or anti-corruption matters. Use the Portal or Platform to distribute chain letters, spam emails, unsolicited advertising emails, or duplicate or unsolicited messages of any kind. Collect, compile, or disseminate information about third parties, including email addresses or personal data, without the consent of the data owner. Create a false identity, falsify an email address or header, or otherwise attempt to deceive others about the sender's identity or the origin of a message. Transmit material that may infringe the intellectual property or other rights of third parties, including, but not limited to, trademarks, trade secrets, or copyrights. Transmit any material containing viruses, Trojan horses, worms, time bombs, cancelbots, or any other harmful or malicious programs. Use the Portal or Platform to violate any law restricting the export or import of data, software, or other content. Interfere with or disrupt the operation of networks connected to POLIBIT’s websites or violate the policies, rules, or procedures of such networks. Attempt to gain unauthorized access to the Portal or Platform, POLIBIT websites, other accounts, computer systems, or networks connected to POLIBIT’s websites or the Platform, through password mining or any other means. Use the Portal or Platform to promote competing businesses or services. Use "deep links," "page-scraping," "robots," "spiders," or other automated devices, programs, algorithms, or methodologies, or any similar or equivalent manual processes to acquire, copy, or monitor any part of the Portal or to access it, nor reproduce or circumvent its navigation structure or presentation to obtain or attempt to obtain materials, documents, or information through means not made available intentionally. Probe, scan, or test the vulnerability of the Portal or any connected network or breach the security or authentication measures thereof.The User will be responsible for damages caused to POLIBIT as a result of their actions or those of their employees, agents, collaborators, or associated entities. If the User breaches any of these Terms and Conditions, POLIBIT reserves the right tocancel or suspend the User’s account without prior notice. The User is not entitled to any refunds or compensation from POLIBIT.


‍Users and Privacy

‍To contact POLIBIT for consuming the Services, inquiries, or other options within the Portal or Platform, the User may do so through the available contact methods on the Portal or by having a User account on the Platform. To provide the Services or resolve inquiries, the User may be required to provide personal information. POLIBIT’s data collection and usage policies regarding the privacy of such information are contained in the LegalNotice, which is incorporated here by reference for all purposes and can be reviewed through the Portal. It is the User’s responsibility to provide accurate, complete, truthful, and updated information. By using the Portal and/or Platform, the User agrees to the contents of the Legal Notice, including the Privacy Notice, and is obligated to update any changes to the provided information as soon as possible.


Payments, Cancellations, Refunds, and Rescheduling

‍The Services provided are personal and non-transferable and may only be used by the contracting User. TheUser agrees to comply with the payment terms specified in their respective agreement.All credit or debit cardholders are subject to verification and authorization by the card issuer. By voluntarily providing credit or debit card information to contract the Services, the User consents to its use for the corresponding charges and confirms that the card belongs to them and that it has sufficient funds or available credit to cover the charges.Payment platforms are independent of POLIBIT and aim to facilitate secure and swift transactions for Users. Any inquiries or issues with these payment systems must be directed tothe payment platforms used on the Portal or Platform, and under no circumstances will POLIBIT assume responsibility for the functioning or use of these payment platforms.TheServices provided by POLIBIT are designed for Users of legal age or those with sufficient legal capacity to assume obligations or, in the case of minors, under the representation of their legal guardian as allowed by applicable legislation and duly verified through legal means. Users must immediately cease using the Portal or Platform if they disagree or do not accept these Rules of Use or the Legal Noticein their entirety. POLIBIT reserves the right to remove or prohibit any User from using the Portal or Platform at its sole discretion, whenever justified causes are deemed to exist, based on the contents of these Rules of Use, the Legal Notice, and the service agreement related to the contracted Services.


Intellectual Property Rights for Portal and Platform Content

‍POLIBIT holds the exclusive ownership and rights granted by current laws and international treaties regarding intellectual property for all trademarks, trade names, software, and computer programs, as well as any other legally protectable elements under the Federal Law for the Protection of Industrial Property andthe Federal Copyright Law related to the Portal and Platform. This includes, but is not limited to: Industrial property rights over registered trademarks and trade names granted by the Mexican Institute of Industrial Property. All texts, graphics, user interfaces, visual interfaces, photographs, logos, sounds, music, designs, and computer codes, including the design, structure, selection, coordination, expression, appearance, and arrangement of these elements. Copyrights over programs, software developments, systems, and/or derivatives granted by the National Copyright Institute. All developments, know-how, distinctive signs, or goods or rights belonging to POLIBIT within the scope of intellectual property. POLIBIT does not grant any license or authorization for the use of its Intellectual Property. The User acknowledges that: They do not hold any rights to the Intellectual Property and must respect POLIBIT’s ownership of it at all times. They may not modify, alter, delete, copy, or reproduce, in whole or in part, any informative content created by POLIBIT, its Intellectual Property, or any indications contained in the Portal or Platform.


Third Parties

‍Wireless service providers for Users, manufacturers, and sellers of the devices used to access the Portal or Platform, the creators of Users' operating systems, and operators of app stores or similar services enabling access to the Portal orPlatform (the “Third Parties”) are not part of these Rules of Use or POLIBIT, nor are they owners or responsible for the Portal orPlatform.Consequently, POLIBIT is not and will not be responsible for any operational details dependent on Third Parties that may affect the provision of Services through the Portal orPlatform. Third Parties do not provide any warranties concerning thePortal or Platform, and POLIBIT does not offer any warranties regarding the services provided by Third Parties.The Portal and/or Platform and the transactional methods used therein are designed for the most recent operating system versions available on the market. Compatibility issues may arise when using older versions. Wireless network coverage and Wi-Fi speeds vary by provider and geographic location. POLIBIT isnot responsible for any limitations or failures in wireless or Wi-Fiservices used to access the Portal or Platform or for their security. POLIBIT also assumes no responsibility for data usage charges or fees, which are the sole responsibility of the User.The User acknowledges and agrees that POLIBIT may use Artificial Intelligence on its platform exclusively for achieving POLIBIT’s corporate objectives.


‍Content Provided by the User

‍By publishing or submitting content to thePortal or Platform, the User automatically grants POLIBIT the right to use, reproduce, present, display, adapt, modify, distribute, or promote the content in any manner and for any purpose, in accordance with the Rules of Use and the Legal Notice. The User also agrees and guarantees that they own the necessary rights to the content or have control over it and that the publication and use of the content by POLIBIT does not infringe or violate any third-party rights and does not constitute a crime.The User accepts and confirms that they are responsible for all content they publish or submit through the Portal or Platform. In such cases, the User agrees to: Grant POLIBIT a free and non-exclusive license to use the shared data. Hold POLIBIT and/or its affiliates harmless from any claims, demands, or actions resulting from any intellectual property violations arising from the use of data shared by the User to POLIBIT.


Suspension or Denial of Access

‍POLIBIT may, without prior notice, suspend, disconnect, deny, or restrict access: During a technical failure of the Portal or Platform or during its modification or maintenance. If the User uses POLIBIT’s sites or facilities in a manner that violates these Rules of Use or the respective service agreement. If the User, being any user of POLIBIT’s infrastructure and technological tools, engages in actions or omissions that, in POLIBIT’s opinion, could endanger the operation or integrity of the facilities, employees, clients, Portal, or Platform.


Disclaimer of Warranties and Limitation of Liability

‍The Portal or Platform may contain links to third-party sites, cookies, resources, or sponsors. The existence of such links on or from the Portal or Platform does not constitute sponsorship by POLIBIT of any third-party site, resources, sponsors, or content. POLIBIT accepts no responsibility, directly or indirectly, for any of these third-party elements. POLIBIT makes no representations or endorsements regarding the accuracy or reliability of any advice, opinion, statement, or other information presented or distributed through the Portal or Platform. The User agrees that reliance on any such opinions, advice, statements, or information is done at their own risk. POLIBIT and its partners are not liable for or make no warranties regarding: The content of the Portal and Platform. The materials, software, functions, and information accessed via the software used on the Portal and Platform. Any third-party products or services or links to third parties on the Portal and Platform. Any security violations associated with the transmission of sensitive information through the Portal and Platform or linked sites. Any services provided by a third party contracted through the Portal or Platform. POLIBIT may provide Users with tools for conducting transactions or interacting with third parties, including individuals. Users should take appropriate precautions when providing information to such third parties or interacting with them. All contacts or interactions between the User and third parties are at their own risk, and POLIBIT is not responsible for such interactions.


Indemnification

‍The User agrees to indemnify, defend, and hold harmless POLIBIT and all its affiliated or subsidiary companies, representatives, agents, advisors, directors, shareholders, employees, collaborators, information providers, partners, licensors, and licensees (collectively, the “Indemnified Parties”) from any liability and costs incurred by the Indemnified Parties in connection with any claim related to a breach of this agreement by the User, any unauthorized use of the Portal or Platform content, or any breach of the representations, warranties, or clauses herein, including reasonable attorneys’ fees.The User must fully cooperate as reasonably required in the defense of any claim. POLIBIT reserves the right, atits own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, and the User must not settle any matter without the written consent of POLIBIT.


Modificationsto the Portal or Platform

‍POLIBIT may, at any time and at its sole discretion, make corrections, additions, improvements, or modifications to the content, presentation, information, services, areas, databases, and other elements of the Portal or Platform, either partially or entirely, without prior notice to the User. Such actions do not entitle the User to any claims, compensation, or recognition of liability.These changes or modifications will take effect immediately upon their update in the application, without the need to notify the User beforehand. POLIBIT recommends that Users regularly review these Terms and Conditions. POLIBIT reserves the right to terminate the application or remove any of its sections or content at any time, at its discretion, and without the need for authorization or notification to the User.


Applicable Law and Competent Courts

‍This agreement, the Rules of Use, and all matters arising from or related to this agreement shall be governed by the laws of Mexico and subject to the jurisdiction of the federal courts of Mexico City, Mexico.