TERMS AND CONDITIONS OF THE STRATEGIC ALLIANCE AGREEMENT

Terms and Conditions of the Strategic Alliance of UBITS and THE PARTNER

These Terms and Conditions are intended to publicize the other clauses under which the agreement signed between the previously specified parties will be governed. This is a binding agreement between THE PARTNER and UBITS.

1. Definitions and interpretation

1. Definitions:
   
   1. Content means all Content sent by THE PARTNER (including Digital Content) to UBITS for inclusion in UBITS LEARNING.

2. Digital Content means a course, video, podcast, e-Book, Digital Content, or other resource provided by THE PARTNER whose purpose is to instruct, educate, learn and/or tutor a specific user of UBITS.

3. UBITS means UBITS LEARNING SOLUTIONS, S.A.S., identified with NIT 900.850.957-4, with residential address at Calle 106 No. 53 - 39, Office 701, Bogotá D.C., and any company belonging to its economic group.

4. Party means UBITS LEARNING SOLUTIONS, S.A.S. or the individually identified ally.

5. Personal Information means information about an identified or reasonably identifiable individual.

6. Privacy Laws means all codes, regulations, statutes, ordinances, or subordinate laws in force at any time related to the protection of Personal Information, privacy, or data protection, including Law 1581 of 2012, Law 1266 of 2008, and any complementary law and/or substitute regulations.

7. Privacy Policy means the privacy policy of UBITS is available at https://www.ubits.com/politica-tratamiento-de-datos.

8. Services means the services provided by UBITS, including, but not limited to, the marketing, promotion, facilitation, and hosting of Digital Content and supporting materials.

9. The concept of Term will mean the validity of this alliance, which will be for two years from the date on which THE PARTNER signs this Agreement through its legal representative. Once the Term has ended, it will be automatically renewed for equal periods until notification by one of the parties, under what is specified in section 10 for the termination of this Agreement.

10. Users means all customers, students, and other users of UBITS LEARNING.

2. Data and Privacy
   
   1. The only information a PARTNER will receive about Users is provided to THE PARTNER through the Services (Data related to the user). The PARTNER understands and agrees that it will indemnify UBITS for any loss, claim, expense, and damage arising from the use by the PARTNER of any Information related to the user.

2. UBITS may use any aggregated data or Personal Information collected following the UBITS Privacy Policy, and THE PARTNER agrees that UBITS may include terms and conditions on its website and software to reflect the same. THE PARTNER must inform UBITS if any Personal Information is collected during the Term concerning the Content. When UBITS accepts that THE PARTNER may possess or use any data or Personal Information, THE PARTNER guarantees that it will comply with all Privacy Laws about the use and storage of any Personal Information with the same standard that is established in the Privacy Policy of UBITS.

3. Each party must comply with all Applicable Privacy Laws and the Privacy Policy concerning Personal Information it collects, uses, discloses, stores, transfers, or handles for this Agreement.

4. To Personal Information collected by the Content Provider because of the parties' activities under this Agreement, the Content Provider shall:

1. Not to use, disclose, store, transfer, or handle the information except under the Privacy Laws and the UBITS Privacy Policy;

2. Take all steps to ensure that information is protected against misuse, loss, unauthorized access, modification, or disclosure;

3. Use or disclose the information only for a purpose related to this Agreement or as otherwise permitted by law; and

4. Cooperate with any reasonable request or order from UBITS to you relating to protecting this information.

3. Guarantees of the Partner

1. THE PARTNER declares, guarantees, and agrees that:

1. He is responsible for all Content;
2. He must provide, upon UBITS's reasonable written request, product and sales literature and marketing materials to UBITS for the promotion and sale of the Digital Content;

3. He must deliver the Digital Content to UBITS either through a) SCORM; b) TinCan/xAPI; or c) another way, such as an API integration as agreed between UBITS and THE PARTNER. THE PARTNER will provide technical support to UBITS, as reasonably requested and required, and will use reasonable commercial efforts to ensure a quality end-user experience to ensure that a UBITS customer can consume the Content through the UBITS website and that the client can automatically track the client completion records in the UBITS system;

4. Owns or has the necessary licenses, rights, consents, and permissions, and the authority to authorize UBITS to reproduce, distribute, publicly perform (including utilizing digital audio transmission), publicly display, communicate to the public, promote, market, and use and otherwise exploit any of the Content on and through the Services in the manner contemplated in this Agreement;

5. No Content will infringe or misappropriate any intellectual property right of any third party;

6. He has the required qualifications, credentials, and experience, including without limitation education, training, knowledge, and skill sets, to deliver the services you offer in your Digital Content through the Services;

7. He will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, inaccurate, infringing, defamatory, or libelous Content or information;

8. He will not upload, post, or transmit unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation (commercial or otherwise) through the Services or to any User;

9. He will not engage in any activity that requires UBITS to license or pay royalties to third parties, including, by way of example, and without limitation, the payment of royalties for the public performance of any musical work. Or sound recordings;

10. He will not impersonate another person or gain unauthorized access to another person's account;

11. He will not introduce any virus, worm, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment or any other aspect of the Services or operation of the same; scraping, scratching, using a robot or other automated means of any kind to access the Services. 

12. He will not interfere with or prevent other content providers from providing their services or Digital Content;

13. He will keep accurate information;

14. He will not place advertisements (whether directly or indirectly) on behalf of third-party advertisers (whether as agents or otherwise) for the Content.

1. Content

UBITS reserves the right to refuse or remove any Content, whether or not displayed, for any reason in its sole discretion, including, without limitation, Content that, in UBITS's reasonable opinion, is misleading, offensive, false, indecent, obscene, threatening, discriminatory, harassing, infringing on confidentiality, defamatory, libelous or objectionable or if the Content may violate any law, regulation, advertising standard or code of conduct, or if it otherwise violates this alliance.

4. Authorization for UBITS regarding the Content provided

1. With this agreement, the Content Provider grants UBITS and/or any third party that this company considers relevant, for the term of validity of this legal act, an authorization to reproduce, use, distribute, publish, offer, market, use and exploit the Content without any territorial limitation, and includes its distribution in any analog or digital medium, including, without limitation, publications on the internet, social networks and digital platforms, software, applications, and other analog or technological developments, by the conditions established in this document.

2. For clarity, the authorization as mentioned above granted to UBITS in clause 5.1 may be used under this Agreement by:

3.  UBITS;

1. Any of the legal entities related to UBITS; and

2. Any company in the UBITS group or owned by at least 50% of any company in the UBITS group.

3. The Partner agrees that, notwithstanding the expiration or termination of this Agreement, it will continue to provide access to the Digital Content to any User or customer for whom UBITS has a continuing obligation to provide the Digital Content on the date of termination or expiration (including, among others, for the period that any User remains enrolled in the MAX License or for the period that UBITS has committed to providing the Content to its clients or partners).

4. The Partner expressly authorizes UBITS to use its name, image and/or its intellectual property (both industrial property and copyright) to prepare offers, deliveries, marketing, promotions, demonstrations, and sales of the Contents granted.

5. Restricted Persons and Sources of Income

1. THE PARTNER guarantees that it is not a Restricted Person. For this document, THE PARTNER will be a Restricted Person if THE PARTNER or any officer, director, or majority shareholder of the entity on behalf of which THE PARTNER is using the Services is (1) a national of or an existing entity under the laws of Cuba, Iran, Sudan, Syria or any other country with which US persons are prohibited from transacting, as determined from time to time by the US Treasury Department; (2) designated as a Specially Designated National or institution of primary money laundering concern by the US Department of Treasury; (3) listed on the US Department of Commerce Denied Persons List or Entity List; (4) Has engaged in nuclear, missile, chemical, or biological weapons activities; or (5) owns, controls, or acts on behalf of a Restricted Person. If THE PARTNER becomes a Restricted Person during the term of this Agreement, THE PARTNER must notify UBITS within twenty-four (24) hours, and UBITS will have the right to terminate any other obligation with the Content Provider, effective immediately and with no additional responsibility for the Content Provider, but without prejudice to the pending obligations of THE PARTNER with UBITS.

2. The parties declare that their income does not come from illegal activities and that their associates, administrators, workers, representatives, clients, and suppliers do not have negative records on national or international lists for the prevention of money laundering or lists of financing of terrorism, drug trafficking, money illegal -collection- or, in general, any unlawful activity. Likewise, the parties state that the income generated by the execution of this Agreement will not be used for any of the activities described above. Consequently, the inclusion of any of the parties, their associates, administrators, workers, or representatives in the lists of the Office of Foreign Assets Control (OFAC) of the United States Department of the Treasury or the lists of any local authority, foreign or international on persons suspected of having engaged in any of the activities described in this paragraph will cause the termination of this Agreement. The parties reciprocally authorize each other to be consulted in any of the lists, information systems, and databases, and likewise, they are obliged to carry out all the activities they deem necessary to ensure that their associates, administrators, clients, suppliers, workers, representatives and, in general, the people with whom it is related, and their Digital Content, are not associated with or come from illegal activities. If the information declared by any of the parties in this clause is inaccurate, it will be obliged to respond to the affected party for all damages and/or losses that it could cause.

6. Damage Claims

1. THE PARTNER guarantees that all Content provided under this document complies with all relevant international, state and/or departmental laws (including current competition and consumer legislation), regulations, advertising standards, and applicable code of practice. Without limitation, THE PARTNER guarantees that no part of the Content is misleading, offensive, false, indecent, obscene, threatening, discriminatory, harassing, breaching trust, defamatory, slanderous, or objectionable.

2. THE PARTNER releases UBITS and its employees, officials, agents, and representatives against any claim or liability arising out of or in connection with the breach of the previous guarantee or concerning this document, including, among others, of and against all claims and claims, arising out of any loss suffered or expenses incurred (including indirect and consequential) or from any damage or injury to property or persons caused or contributed to by the provision of the License or the Content by the Content Provider.

3. THE PARTNER exempts UBITS and its related Corporate Entities from any liability arising from or related to the Content, including any liability for infringement of third-party intellectual property and all claims or legal actions made against UBITS concerning the Content provided to UBITS by the Content Provider. Such indemnification includes the legal and other professional costs of infringement and defense of claims. THE PARTNER (Indemnifying Party) agrees at all times to indemnify (and maintain indemnified) UBITS (Indemnified Party) and the directors, officers, and employees of the Indemnified Party and each of them for any loss, claim, liability, injury, damage, costs and expenses (including reasonable legal fees and expenses) in connection with any action, suit, claim, demand or proceeding brought by any person, against any of those indemnified under this clause as a result of any breach of any term of this clause Agreement by the Indemnifying Party or arising out of any negligence, breach of legal duty, or willful, tortious, or tortious act or omission of the Indemnifying Party.

2. Intellectual property rights

UBITS acknowledges that the intellectual property rights concerning the content are the property of THE PARTNER and/or its licensors.

7. Exclusion of liability

1. UBITS' liability to its customers for breach of any implied warranty or condition that cannot be excluded is limited, at UBITS's option, to:

1. The replenishment of the relevant goods or services;

2.  The cost of replenishment of the relevant goods or services; or

3. Any amount paid by the Client to UBITS in respect of the relevant goods or services.

2. UBITS does not exclude any right or remedy available to THE PARTNER under Colombian Law that cannot be excluded or restricted.

3. The celebration, execution, interpretation, fulfillment or liquidation of this Agreement will be resolved by DIRECT AGREEMENT. Thirty (30) days after one of the parties notified the other of the differences or controversies, no settlement has been reached on them. In this case, they will submit to alternative methods of conflict resolution following the following criteria:

1. There will be a CONCILIATION stage. The conciliation stage will be governed by the procedures and rules of the Arbitration and Conciliation Center of the Bogotá Chamber of Commerce, where it will take place. The parties will designate the conciliator by mutual Agreement from a list of conciliators from the Arbitration and Conciliation Center of the Chamber of Commerce of Bogotá. If the designation of the conciliator is not achieved, his selection will be submitted by mutual Agreement to the Center for Arbitration and Conciliation of the Chamber of Commerce of Bogotá. A maximum of two conciliation hearings will be held convened by the conciliator at the request of either party within a period not exceeding two months. In case of the non-appearance of any of the parties to the abovementioned conciliation, this hearing will be understood as exhausted. The convening party will assume the costs and other expenses of the conciliation stage.

2.  If the conciliation stage is exhausted without resolving the differences and controversies that have arisen, or the scheduled hearings are finished, they will be resolved by an ARBITRATION COURT that will decide in Law. The parties will designate the arbitrators by mutual Agreement, and their number will be determined based on the number of claims and the procedural legislation in force at the time of the call. In the absence of an Agreement on the appointment of arbitrators, their position will be subject to the criteria of the Center for Arbitration and Conciliation of the Chamber of Commerce of Bogotá. Its regime, rates, and procedures will be those established by the Chamber of Commerce of Bogotá D.C. The costs and other expenses will be assumed by the party that is not favored.

8. Term and Termination
   
   1. This alliance will remain in force for the term specified in clause 1.1.9 unless terminated according to the terms of this document.

2. UBITS may terminate this alliance by notifying THE PARTNER in writing five days in advance when:

1. By unilateral decision if so, decided by UBITS. In this case, the Parties will sign this contract's corresponding early settlement act.

2. By mutual agreement of the parties expressed in writing.

3. THE PARTNER has breached a provision of this alliance that can be rectified and does not rectify the breach within ten (10) business days after the party's written notification;

4. THE PARTNER has committed a breach of this alliance that cannot be rectified; or

5.  A majority stake of THE PARTNER passes or is likely to give to any other company or person.

6. This alliance can be terminated immediately by either party when:

1. Any fact, matter, or circumstance represented or guaranteed by the other party that is or turns out to be false, misleading, or inaccurate when made;

2. The other part is declared in liquidation.

3. Modifications to these Terms and Conditions

This alliance may be modified through a written document and mutual agreement between the parties.

9. General

1. UBITS may assign or transfer this alliance or any of its rights or obligations under this Agreement.

2. THE PARTNER may not assign, transfer, or otherwise negotiate its rights and obligations under this Agreement without the written consent of UBITS.

3. All information provided by UBITS to THE PARTNER concerning the finances and affairs of UBITS, advertising space(s), contracts, pricing, business methods, and any other information that UBITS designates as confidential or that should be reasonably considered as a secret is confidential and THE PARTNER will treat it as such and will not disclose it, or part of it, to any third party without the prior written consent of UBITS.

4. This alliance establishes the Agreement between the parties and supersedes all previous agreements, understandings, and negotiations on that subject.

5. THE PARTNER must comply with this alliance's terms and any additional instructions, special conditions, guidelines, or content and/or product specifications recommended by UBITS.

6. NO COMPETITION. THE PARTNER agrees that it is familiar with the trade secrets and other confidential information related to UBITS. THE PARTNER further acknowledges and agrees that UBITS trade secrets include information that derives independent economic value, actual or potential, unknown and cannot be readily discovered by others who may derive economic value from its disclosure or use and that such trade secrets are the subject of efforts made by UBITS that are reasonable in the circumstances to maintain their secrecy. Content Provider acknowledges and agrees that UBITS will suffer irreparable harm if THE PARTNER were to provide services directly or indirectly to any person or entity competing with UBITS in the Business and that such direct or indirect competition would cause a loss of good faith from UBITS. Therefore, during the term of this contract, the THE PARTNER accepts that it will not provide, produce, or market services with competitors of UBITS, that is, by way of example and not as an exhaustive list, the following actors: Platzi, Domestika, Coursera, BUK, Pluralsight, Skillshare, LinkedIn Learning, Tutsplus, Tutpad, Udacity, Tutellus, Tareasplus, Eduk, Descomplica, Netzun, Crehana, Creativelive, Clase Popular, Acámica, Codeschool, Future Learn, Codeacademy, Coder House, Digital House, UNIQSKILLS , Red21, The Power MBA, EdX, Interaction Design Foundation, Springboard, LearnUX. If this agreement is not complied with, THE PARTNER will immediately stop receiving its remuneration and will be responsible for any damages caused to UBITS due to non-compliance with this term.

7. The parties agree that this alliance will be governed by Colombian law and agree to submit to the jurisdiction of Bogotá D.C., Colombia.

8. This alliance will be binding on both parties once the signature of their legal representative has been accepted it.

9. Any Notice may be delivered by mail or email and sent to a mailing address or email address set forth on the first page hereof. These notification data must be used unless the receiving party has previously informed the sending party in writing of a different postal or email address.

10. The Parties accept that in case of any controversy or discrepancy, the Spanish language version of this Agreement will prevail.

13. SOURCE OF INCOME AND COMPLIANCE WITH ANTI-MONEY LAUNDERING AND ANTI-TERRORISM FINANCING REGULATIONS.

The Parties declare under oath that the source of their income and other assets does not arise from illegal activities and that they are not included or listed in restricted entity lists or international sanction lists. They also declare that their activities and businesses do not constitute either category of money laundering (conversion or movement) and, consequently, agree to hold the other Party liable for any damages that may arise to it or to third parties associated with it in case of breach of this declaration. For all purposes, “money laundering” refers to the set of procedures used to change the nature of assets obtained illegally so that they appear to have been obtained from legitimate sources. These procedures include concealing the true origin and ownership of the funds.

13.1. By signing the contract, the Parties confirm that:

13.1.1. They comply with all general and specific regulations regarding Anti-Money Laundering and Anti-Terrorism Financing where applicable.

13.1.2. They possess mechanisms for preventing and controlling money laundering, customer knowledge, detecting and reporting suspicious operations, and controlling terrorism financing.

13.1.3. In all operations they conduct, they monitor the source of funds. Likewise, to carry out commercial transactions of any nature, they verify that the counterparty is not (a) included or listed in restricted entity lists or international sanction lists or (b) subject to precautionary measures on assets initiated in fraudulent or negligent processes against public administration or within processes for the extinction of domain.

13.1.4. They will indemnify and hold the other Party harmless from any fines, damages, or injuries suffered by the latter due to the former’s non-compliance with Anti-Money Laundering and Anti-Terrorism Financing measures or regulations.

13.1.5. Consequently, the inclusion of any of the Parties, their associates, managers, employees, or representatives in the lists of the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, or the lists of any local, foreign, or international authority regarding persons suspected of engaging in any of the activities described in the previous clause, will be just cause for termination of this contract.

13.1.6. The Parties authorize the consultation of any lists, information systems, and databases as necessary and agree to carry out all activities deemed necessary to ensure that their associates, managers, clients, suppliers, employees, representatives, and, in general, persons with whom they have relationships, and their resources, are not related to or derived from illegal activities. If any information declared by either Party in this clause is incorrect or inaccurate, they will be liable to the affected Party for all damages and/or losses that may arise.

13.1.7. The Parties declare that they are aware of and accept each other’s Anti-Corruption and Anti-Bribery Policies, as well as the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and applicable anti-corruption laws in Mexico, committing to strictly adhere to the provisions therein to avoid engaging in any conduct that could be considered bribery or corrupt in any manner. In particular, the Parties commit, in relation to transactions or relationships with the other Party or when acting on behalf of the other, if applicable, not to offer, pay, promise to pay, authorize payment, solicit, receive, or authorize the receipt of money or any gift or item of value, directly or indirectly, to government officials, government entities, or third parties with whom they have a commercial relationship, with the intention of influencing a decision, for the purpose of improperly obtaining or retaining business, directing business to any person, or obtaining any other undue advantage. Each Party must immediately inform the other of any suspicion of an attempted bribe or any conduct that violates the Policy or the anti-corruption and anti-bribery regulations.

13.1.8. The PARTIES will take all necessary measures to avoid any situation of conflict of interest arising from economic interests, contractual ties with other companies in the group, political or national affinities, family or personal connections, or any other shared interests that could compromise the impartial and objective execution of this contract. Any situation constituting a conflict of interest or that could lead to a conflict of interest during the execution of this contract must be immediately reported to the other PARTY via email at legal@ubits.co, without prejudice to the internal procedures that the PARTIES may have in place. In addition to the termination causes provided by law and in the contract, each PARTY may terminate this contract in the event of a breach of the rules established in the Policy of each of them or the anti-corruption regulations.

In addition to the termination causes provided by law and in the contract, each Party may terminate this contract if there is a breach of the rules established in the Policy of each of them or the anti-corruption regulations.