TERMS AND CONDITIONS OF USE AND MEMBERSHIP — YOJMA PLUS

Last updated: August 2026

These Terms and Conditions (the “Agreement”) govern access to and use of the Yojma Plus streaming platform (which includes Yojma TV and Univer Video, as well as any other services, content, or applications offered by YOJMA INTERNACIONAL, S.A.P.I. DE C.V. under that brand), and, where applicable, participation in the Yojma Plus Ambassador Program described in Chapter VIII.

By creating an account, subscribing to any plan, checking the acceptance box, or otherwise using the Platform, you (the “User” and, if you also participate as an Ambassador, the “Ambassador”) represent that you have read, understood, and accepted this Agreement in its entirety, as well as the Privacy Policy of Yojma Plus, which is incorporated herein by reference.

IF YOU DO NOT AGREE WITH ANY OF THE TERMS SET FORTH HEREIN, YOU MUST NOT CREATE AN ACCOUNT OR USE THE PLATFORM.

CHAPTER I. PARTIES AND RECITALS

I. YOJMA represents and warrants that:

It is YOJMA INTERNACIONAL, S.A.P.I. DE C.V. (“YOJMA”, “the Company”, “we”, “us”), a corporation duly organized under the laws of Mexico, with its registered address at Calle Industria Electrónica 4175, Edificio 18B, Colonia Panamericana, C.P. 31205, Chihuahua, Chihuahua, México.

Its representative, Mr. Alejandro Martínez Pérez, has sufficient authority to enter into and electronically accept agreements of this kind on behalf of YOJMA.

It is the legitimate owner and/or duly authorized licensee of the trademark, trade name, software, platform, applications, interfaces, databases, content, and other elements comprising Yojma Plus, including access to the Yojma TV and Univer Video catalogs (collectively, the “Platform” or the “Service”).

Among other activities, it provides on-demand video streaming services through subscription and membership fees, the distribution and commercialization of audiovisual content (movies, series, documentaries, live events, and other material, collectively “Content”), and operates a single-level referral/ambassador program.

II. The User (and, where applicable, the Ambassador) represents and warrants that:

They are an individual or legal entity with sufficient legal capacity to enter into this Agreement under the laws of their country of residence or incorporation, and, if a minor under applicable law, have the consent of a parent or legal guardian.

All information provided to YOJMA is true, accurate, and will be kept up to date.

They understand and accept the membership plans, prices, renewal and cancellation policies, and, where applicable, the Ambassador Program and its bonus structure.

They act in good faith and within the framework of the law, and are not subject to any restriction under applicable sanctions lists, including the U.S. Treasury OFAC Specially Designated Nationals and Blocked Persons List, Mexico’s Article 69-B restricted-taxpayer list, or any equivalent list, and are not operating with funds of illicit origin.

CHAPTER II. DEFINITIONS

“Platform” or “Service”: the Yojma Plus Hub web and/or mobile application, together with access to the Yojma TV and Univer Video catalogs and any associated functionality.

“Membership”: the paid subscription granting the User access to the Platform under the plan purchased (Discovery Pass, Annual, Annual 25% OFF, or PRO Membership), subject to the prices and features published on the Platform at the time of purchase or renewal (the “Plans and Pricing Schedule”, an integral part of this Agreement).

“Discovery Pass”: a one-month access plan, sold as a one-time payment (non-recurring), purchasable only once per registered email address.

“Annual Membership”: a one-year access plan that automatically renews at the then-current list price.

“Annual Membership 25% OFF”: a one-year access plan at a promotional price ($1,499 MXN / $74.95 USD for the first year), which automatically renews at the Annual Membership list price ($1,999 MXN / $99.95 USD) from the second year onward. May only be sold by a PRO Ambassador.

“PRO Membership”: an annual access plan priced at $2,499 MXN / $124.95 USD, available to PRO Ambassadors, comprising a Content-access component (commissionable base equivalent to $1,999 MXN) and an Ambassador tools and benefits component (valued at $500 MXN, non-commissionable).

“Referral Code”: the unique identifier assigned to an Ambassador for promoting Memberships.

“Ambassador”: a User who participates in the Ambassador Program with a Referral Code and may sell the Discovery Pass and the Annual Membership.

“PRO Ambassador”: an Ambassador who has purchased the PRO Membership, may sell all available plans, and has access to Milestone Bonuses and the Rewards Program.

“Acquisition Bonus”: the fixed amount in MXN (or its USD equivalent) that YOJMA pays to an Ambassador or PRO Ambassador for each new Membership sale effectively charged, per the table in Section 8.5.

“Renewal Bonus”: the fixed amount in MXN (or its USD equivalent) that YOJMA pays to an Ambassador or PRO Ambassador when a referred subscriber renews their Annual, Annual 25% OFF, or PRO Membership. The Renewal Bonus is identical in amount to the Acquisition Bonus earned on the original sale of that membership.

“Content”: the audiovisual works and other materials made available through the Platform, whether owned by YOJMA or by third-party licensors.

CHAPTER III. SCOPE OF THE SERVICE

3.1 YOJMA grants the User a personal, non-exclusive, non-transferable, and revocable right to access and use the Platform and Content, solely for personal, non-commercial entertainment, subject to compliance with this Agreement and timely payment of the applicable Membership.

3.2 This Agreement does not constitute a sale, assignment, or transfer of ownership of any Content, Platform, software, trademarks, or intellectual property of YOJMA. The User acquires no rights in such assets beyond the limited access described herein.

3.3 As part of the Service, Yojma Plus subscribers will receive access to the Univer Video catalog through the assignment of a unique coupon per subscriber. The User will create and manage their Univer Video account directly on that platform, which is operated by a third party independent of YOJMA. Use of Univer Video is additionally subject to Univer Video’s own terms and conditions.

3.4 YOJMA may modify, add, suspend, or discontinue Content without creating any right to a refund, except as expressly set forth in this Agreement.

CHAPTER IV. PLANS, PRICING, PAYMENT, AND AUTOMATIC RENEWAL

4.1 Current plan catalog. YOJMA offers the following plans, at the prices published on the Platform: Discovery Pass ($149 MXN / $7.45 USD, one month, one-time payment); Annual Membership ($1,999 MXN / $99.95 USD, annual recurring); Annual Membership 25% OFF ($1,499 MXN / $74.95 USD for the first year, then $1,999 MXN / $99.95 USD); and PRO Membership ($2,499 MXN / $124.95 USD, annual recurring).

4.2 Discovery Pass — one-time payment. The Discovery Pass may be purchased only once per registered email address. It does not generate automatic renewal. Once the one-month access period ends, the User must purchase an Annual Membership to continue using the Platform.

4.3 Automatic renewal — Annual Membership. The Annual Membership automatically renews at the end of each annual period at the then-current list price ($1,999 MXN / $99.95 USD), unless the User cancels under Chapter V.

4.4 Automatic renewal — Annual Membership 25% OFF. This membership is charged at $1,499 MXN / $74.95 USD in the first year (25% off list price). From the second year onward, it automatically renews at the Annual Membership list price of $1,999 MXN / $99.95 USD. YOJMA will notify the User by email at least 30 (thirty) calendar days before each renewal of the exact amount to be charged, including the price change at the end of the first year. The User may cancel at any time before the renewal date to avoid that charge.

4.5 PRO Membership — component breakdown. The $2,499 MXN / $124.95 USD price of the PRO Membership comprises two components:

Content-access component: equivalent to $1,999 MXN, which is the base on which Bonuses are calculated for the PRO Ambassador who referred the sale (commissionable base).

Ambassador tools and benefits component: equivalent to $500 MXN, which covers access to exclusive resources for the PRO Ambassador, including: a premium content library, artificial-intelligence tools for creating promotional posts, a campaign calendar, editable branded videos, communication templates, an image bank, and a WhatsApp message library. This component generates no commission or bonus of any kind, as it represents the cost of participation in the Ambassador Program rather than the sale of streaming Content access.

This breakdown ensures that no bonus is calculated on the “right to participate” as an Ambassador, but exclusively on the sale of actual Content access, in compliance with anti-pyramid-scheme requirements under Mexico’s Federal Consumer Protection Law (LFPC) and U.S. law.

4.6 Payment processing. Payments are processed through third-party payment service providers (including, without limitation, Stripe, Inc. and/or its affiliates). The User authorizes YOJMA to charge the registered payment method accordingly.

4.7 Price changes. YOJMA may change plan prices at any time. Changes will apply beginning with the next renewal following at least 30 days’ prior notice.

4.8 Taxes. Published prices may or may not include taxes; any applicable tax, withholding, or levy shall be borne by the User unless otherwise required by law.

CHAPTER V. CANCELLATION AND REFUND POLICY

5.1 Cancellation by the User. The User may cancel automatic renewal at any time from their account dashboard. Cancellation is not immediate: access continues through the end of the period already paid for, with no refund for unused time, except as set forth in Section 5.3.

5.2 GENERAL NO-REFUND POLICY. EXCEPT AS SET FORTH IN SECTION 5.3 OR AS MANDATORILY REQUIRED BY APPLICABLE LAW IN THE USER’S JURISDICTION, ALL PAYMENTS TO YOJMA ARE FINAL AND NON-REFUNDABLE, including, without limitation: (i) Annual Membership or Discovery Pass payments; (ii) PRO Membership payments outside the buy-back window in Section 5.3; and (iii) automatic renewal charges. Cancellation only stops future charges.

5.3 Buy-Back Policy — PRO Membership. As an exception to the general no-refund policy, a purchaser of a PRO Membership may request a buy-back within the first 15 (fifteen) calendar days from the date of payment, subject to the following conditions:

YOJMA will refund 90% (ninety percent) of the PRO Membership price paid ($2,249.10 MXN or its USD equivalent at the exchange rate on the date of the refund). The remaining 10% is retained as a non-refundable administrative fee.

The request must be submitted within the 15-day window through the support channel on the Platform, along with proof of payment.

Upon processing the buy-back, all Bonuses generated and/or paid to the PRO Ambassador who referred that sale will be automatically reversed (clawback). If the bonus was already paid out, the reversed amount will be deducted from future bonuses or, if there is insufficient balance, YOJMA may reclaim it directly from the Ambassador.

Access to the Platform and to PRO Ambassador tools will terminate on the date the buy-back is processed.

Once the 15-calendar-day window has passed, no refund will be available under any circumstances.

5.4 Cancellation or suspension by YOJMA. YOJMA may suspend or terminate any User’s account and/or Membership, without prior judicial determination and without liability, in the event of: (i) non-payment or chargeback; (ii) breach of this Agreement; (iii) fraudulent use or infringement of third-party rights; (iv) an order from a competent authority; or (v) risk to the Platform or other Users, at YOJMA’s discretion. No refund will be due except within the buy-back window of Section 5.3 where applicable.

5.5 Grace period. If a renewal charge fails, YOJMA may grant a grace period for the User to update their payment method, after which the Membership will move to suspended or expired status.

CHAPTER VI. ACCOUNT, ACCEPTABLE USE, AND DEVICES

6.1 The User is responsible for maintaining the confidentiality of their access credentials and for all activity under their account.

6.2 The User agrees not to: (i) share credentials beyond the number of profiles and simultaneous screens permitted under their plan; (ii) download, copy, reproduce, redistribute, or commercially exploit Content; (iii) reverse-engineer or disassemble the Platform; (iv) circumvent technological protection measures or geo-blocking; or (v) use the Platform for unlawful purposes or in violation of third-party rights.

6.3 YOJMA may implement technical limits according to the plan purchased and its content licensing agreements with third parties.

CHAPTER VII. INTELLECTUAL PROPERTY

7.1 All Content, software, code, databases, interfaces, designs, logos, trademarks (including “YOJMA”, “Yojma TV”, “Yojma Plus”, and “Univer Video”), trade names, and other intellectual property rights are and will remain the exclusive property of YOJMA or its licensors, protected under Mexico’s Federal Copyright Law, Mexico’s Federal Law for the Protection of Industrial Property, applicable international treaties, and, where applicable, the U.S. Digital Millennium Copyright Act (DMCA).

7.2 This Agreement does not transfer or grant any intellectual property rights to the User. Unauthorized use entitles YOJMA to pursue all available legal remedies.

7.3 Use of YOJMA’s trademarks or distinctive signs without prior written consent is strictly prohibited, except for the limited use expressly authorized for Ambassadors under Chapter VIII.

CHAPTER VIII. YOJMA PLUS AMBASSADOR PROGRAM

This Chapter applies exclusively to Users who voluntarily participate in the Yojma Plus Ambassador Program (the “Program”). Acceptance of this Chapter is in addition to, and complementary of, the Membership described in the preceding chapters.

8.1 Nature of the relationship — SINGLE LEVEL, NO EMPLOYMENT, AGENCY, OR FRANCHISE

Single level. The Program is strictly single-level: the Ambassador or PRO Ambassador earns Bonuses exclusively from the subscription sales they personally make to end-user subscribers through their Referral Code. There is no second level, third level, override structure, recruitment commission, or multi-level network of any kind. No bonus is paid merely for recruiting another Ambassador or based on the activity of other Ambassadors. Program income derives solely and exclusively from selling Content access (a real product) to end subscribers. No inventory purchase is required or involved.

Independent contractor. The Ambassador participates as an independent contractor. Nothing in this Agreement creates, or shall be construed to create, any employment, subordination, agency, representation, partnership, joint venture, franchise, or other relationship between the Ambassador and YOJMA other than as set forth herein.

The Ambassador expressly acknowledges and agrees that: (i) they are not, and will not be considered, an employee, worker, agent, representative, or franchisee of YOJMA for any purpose, including without limitation under Mexico’s Federal Labor Law, the U.S. Fair Labor Standards Act (FLSA), any U.S. state worker-classification statute (including “ABC test” statutes), or any other labor, social security, or tax legislation; (ii) they are not entitled to employment benefits of any kind; (iii) they freely determine their own schedule, methods, location, and promotional strategies; and (iv) they are solely responsible for their tax obligations and any registrations or permits required to operate as an independent contractor.

The Ambassador expressly waives any present or future claim seeking to establish a relationship other than the independent-contractor relationship described herein.

No franchise is created. The Program does not grant the Ambassador a trademark license to operate a business under YOJMA’s system, and does not involve the payment of franchise fees, trademark royalties, or significant assistance in the Ambassador’s business operations within the meaning of the FTC Franchise Rule (16 C.F.R. Part 436) or any U.S. state franchise law.

Not a pyramid scheme or investment opportunity. Any Membership payment corresponds to access to streaming Content (a real product or service), not to the purchase of a right to earn income by recruiting others. Bonuses are paid exclusively for the sale of Memberships to end subscribers, never for recruiting other Ambassadors. No inventory purchase is required. This design complies with Mexico’s Federal Consumer Protection Law (LFPC) and U.S. law, including the FTC Business Opportunity Rule (16 C.F.R. Part 437) and applicable state anti-pyramid statutes.

8.2 No income guarantees

YOJMA does not guarantee, promise, or assure any income, bonus, minimum earnings, or financial outcome to the Ambassador. Bonus tables are strictly illustrative of the calculation methodology and do not constitute projections, guarantees, or representations of actual or expected earnings. The Ambassador agrees not to make, publish, or transmit to third parties any statements, screenshots, testimonials, or promises of guaranteed, fixed, minimum, or “passive” income attributable to the Program, and not to use language characterized as a get-rich-quick scheme. Breach of this clause is grounds for immediate Program termination without prejudice to other legal remedies.

8.3 Types of Ambassador and Program access

Ambassador (Socio Digital). Accesses the Program after purchasing the Annual Membership (including Annual 25% OFF). Those who activated with a Discovery Pass before this change keep their participation. May promote and sell the Discovery Pass and the Annual Membership. May not sell the Annual Membership 25% OFF or the PRO Membership to third parties.

PRO Ambassador. Accesses the Program by purchasing the PRO Membership ($2,499 MXN / $124.95 USD). May promote and sell all available plans, including the Annual Membership 25% OFF and the PRO Membership, and has access to Milestone Bonuses under Section 8.6 and the Rewards Program under Section 8.7.

8.4 Eligibility to receive bonuses

To be entitled to receive Bonuses, the Ambassador must:

Maintain their own active Membership (or a Membership with a scheduled-but-not-yet-effective cancellation) at the time the Bonus is generated. If the Ambassador is not in active status, the Bonus that would otherwise have been due will be absorbed by YOJMA, with no right to claim it retroactively.

Have provided and validated their banking information (CLABE, or equivalent in other countries) and, where applicable, their tax information, per Section 8.8.

Comply with all conduct rules under Section 8.10.

8.5 Acquisition and Renewal Bonus structure

(a) Acquisition Bonus (paid once for the initial sale) — amounts in MXN: Discovery Pass → Digital Partner $15 / PRO Ambassador $30*. Annual Membership → Digital Partner $250 / PRO Ambassador $500. Annual Membership 25% OFF → PRO Ambassador only $375**. PRO Membership → PRO Ambassador only $750***.

Renewal Bonus exclusivity: EXCLUSIVE to the PRO Ambassador. It is generated on each renewal of the referred customer, for the same amount as the PRO Ambassador's Acquisition Bonus (Annual $500, Annual 25% OFF $375**, PRO Membership $750***), while their Ambassador membership remains active. The Digital Partner (Socio Digital) does NOT generate a Renewal Bonus; they earn only their Acquisition Bonus on the initial sale. Renewal Bonuses generated to a Digital Partner before this clause took effect are kept according to their status.

*The Discovery Pass is a one-time payment with no renewals; therefore, no Renewal Bonus applies.

**The Renewal Bonus for the Annual 25% OFF applies from the second renewal onward (at the list price of $1,999 MXN / $99.95 USD), generating the same Renewal Bonus as the standard Annual Membership ($500 MXN, exclusive to the PRO Ambassador).

***When a referred PRO Ambassador renews their PRO Membership, the renewal bonus is calculated on the commissionable base of $1,999 MXN, resulting in $750 MXN for the PRO Ambassador who made the original sale.

(b) The Renewal Bonus equals the Acquisition Bonus. The Renewal Bonus payable to the PRO Ambassador (the Digital Partner is not eligible) when a referred subscriber renews is identical in amount to the Acquisition Bonus earned on the original sale of that membership. There is no retention index, percentage tiers, or renewal-rate adjustment: the Renewal Bonus is fixed and equal to the Acquisition Bonus.

(c) Bonuses are fixed amounts, not percentages. YOJMA may modify Bonus amounts for future sales and renewals at any time by notice on the Platform. Changes will not affect Bonuses already generated and approved. Current bonus amounts are not an unmodifiable vested right.

(d) Clawback. If the sale or renewal that gave rise to a Bonus is reversed due to a buy-back, chargeback, fraudulent cancellation, or any other mechanism, the corresponding Bonus will be reversed or deducted from future payouts per Section 5.3(c).

(e) Currency. All bonuses in the above table are expressed in MXN. For Ambassadors operating with USD-denominated plans, YOJMA will publish USD-equivalent amounts on the Platform at the exchange rate it determines for that purpose.

8.6 Milestone Bonuses — Growth Ladder (PRO Ambassador only)

Milestone Bonuses are additional payments YOJMA awards to Ambassadors with an active Membresía Embajador as they accumulate active qualifying subscribers referred by them. The program consists of multiple successive levels (the “Growth Ladder”). This benefit is not available to Socio Digital members or to Ambassadors without an active Membresía Embajador.

(a) Qualifying subscribers. Only subscribers on a list-price Annual Membership or a Membresía Embajador, active and referred directly by the Ambassador, count. The following do NOT count: discounted Annual Memberships (including Annual 25% OFF), the Pase Descubre, courtesy passes, purchases made by the Ambassador for themselves (self-purchases), and cancelled or expired subscriptions.

(b) One-time payment per level. Each level’s bonus is awarded only once; it is not recurring and is not generated again if the subscriber count drops and later recovers.

(c) Validity window. Each level has a time window within which it must be reached, published on the Platform. If a level is reached outside its window, that bonus expires. Expiry affects only that level’s bonus: the Ambassador’s real progress (their subscribers, Renewal Bonuses, and advancement toward subsequent levels) is fully preserved.

(d) Fund and availability. Milestone Bonuses are paid from the Bonus Fund established by YOJMA and are subject to its availability and to the treasury procedure. The Fund will never pay out more than it contains: if the bonuses generated in a period exceed what is available, they will be prorated proportionally among the Ambassadors entitled in that period. Any portion not covered in a period may be considered by YOJMA for later periods at its sole discretion and subject to Fund availability, without constituting a guaranteed payment obligation or a vested right of the Ambassador.

(e) Current levels and amounts. Current levels, goals, time windows, and amounts are published in the Ambassador panel and in YOJMA’s official materials, and may be updated for future achievements without affecting bonuses already generated. These Terms intentionally do not set amounts, and published figures do not constitute an income guarantee (see 8.2).

8.7 YOJMA Rewards Program (in-kind rewards — PRO Ambassador only)

NOTICE: this Rewards Program is COMING SOON (not yet launched) and is not in force as of this date. Milestones reached before its launch do not create any right to a reward. YOJMA will announce its start date on the Platform.

The Rewards Program consists of the delivery of YOJMA-branded merchandise to PRO Ambassadors who reach specified cumulative active-subscriber goals (active Annual Memberships, Annual 25% OFF Memberships, and PRO Memberships).

(a) Rewards table: the cumulative active-subscriber goals (5, 10, 25, 50, 100, and 200) unlock the YOJMA-branded physical rewards per the catalog published on the Platform.

(b) Rewards are physical branded items, not cash or cash equivalents, and are not redeemable for money or additional bonuses. Estimated costs are subject to volume pricing.

(c) YOJMA reserves the right to modify, substitute, or discontinue the rewards catalog at any time without obligation to compensate.

(d) The Rewards Program is independent of the Milestone Pool and does not affect Milestone Bonuses.

8.8 Bonus payment and minimum withdrawal

Bonuses accrue in “pending” status and are subject to review and approval by YOJMA before payment.

Payment cycle. Approved Bonuses are paid every Friday, provided the Ambassador’s accumulated balance reaches the minimum withdrawal of $500 MXN. Balances below that threshold will remain accumulated until reached. Payments are made to the bank account registered by the Ambassador (CLABE in Mexico; equivalent bank account in other countries where YOJMA enables payments).

The Ambassador is responsible for keeping their banking information (account holder, bank, and CLABE or equivalent) and, where applicable, tax information (Mexican RFC, legal name, CFDI use; or U.S. tax information such as a completed IRS Form W-9) up to date. YOJMA may withhold payment until such information is provided and validated.

Where required by applicable tax law, payment will be conditioned on submission of the corresponding invoice or tax document. For Ambassadors in the United States, YOJMA may issue IRS Form 1099 or other applicable forms.

The Ambassador is solely responsible for all taxes and fiscal obligations arising from Bonuses received under the laws of their country of residence.

8.9 Use of trademarks by the Ambassador

The Ambassador may use marketing materials, links, and Referral Codes provided or approved by YOJMA, solely to promote Memberships in accordance with YOJMA’s brand guidelines. The Ambassador may not: (i) register domains, social-media accounts, or trademarks that include or are confusingly similar to “Yojma”, “Yojma TV”, “Yojma Plus”, or “Univer Video”; (ii) run paid advertising using such marks as keywords without prior authorization; (iii) modify YOJMA’s trademarks in ways that damage its reputation; or (iv) promote alongside Yojma Plus any product or service that competes with YOJMA or improperly associates with it.

8.10 Conduct rules and prohibitions

The Ambassador agrees not to: (i) engage in spam or misleading advertising; (ii) create fake accounts or self-refer through alternate accounts to generate artificial Bonuses; (iii) make medical, legal, financial, or other professional representations on behalf of YOJMA without authorization; or (iv) violate any law applicable in their jurisdiction while promoting the Program. Breach entitles YOJMA to suspend Bonuses, deactivate the Referral Code, and/or terminate the Program with respect to the Ambassador.

8.11 Program termination

The Ambassador may withdraw at any time by cancelling their Membership under Chapter V. Withdrawal does not entitle the Ambassador to a refund (except within the buy-back window of Section 5.3 for the PRO Membership) and extinguishes the right to earn new Bonuses from the effective cancellation date.

YOJMA may suspend or terminate an Ambassador’s participation immediately in the event of a breach of this Chapter VIII, without affecting their Platform Membership access unless the breach also constitutes grounds for Membership termination under Chapter V.

Termination of the Program extinguishes any expectation of future Bonuses, including those from previously referred subscribers, without entitling the Ambassador to any indemnification.

CHAPTER IX. LIMITATION OF LIABILITY AND INDEMNIFICATION

9.1 “As is” service. THE PLATFORM AND THE CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR UNINTERRUPTED AVAILABILITY.

9.2 Limitation of liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOJMA, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AND AFFILIATES WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF REVENUE, DATA, BUSINESS OPPORTUNITIES, OR BONUSES. IN ANY EVENT, YOJMA’S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE USER OR AMBASSADOR TO YOJMA DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

9.3 Indemnification. The User and, where applicable, the Ambassador, agree to defend, indemnify, and hold harmless YOJMA, its officers, shareholders, employees, affiliates, and representatives from and against any claim, penalty, loss, damage, cost, or expense (including reasonable attorneys’ fees) arising from: (i) breach of this Agreement; (ii) improper use of the Platform or Content; (iii) guaranteed-income statements or other conduct prohibited under Chapter VIII; or (iv) violation of any law or third-party right.

9.4 Force majeure. Neither party will be liable for failures to perform resulting from causes beyond its reasonable control, without this relieving the User or Ambassador of the obligation to pay amounts already accrued.

CHAPTER X. CHANGES TO THIS AGREEMENT

10.1 YOJMA may modify this Agreement, the Plans and Pricing Schedule, the Ambassador Program rules, and/or the Privacy Policy at any time, by notice published on the Platform and/or sent to the User’s registered email address.

10.2 Unless applicable law requires a different period, modifications will take effect four (4) calendar days after publication, or immediately when required by mandatory legal provisions or to correct evident errors.

10.3 Continued use of the Platform after modifications take effect constitutes acceptance. If the User disagrees, their sole remedy is to cancel under Chapter V.

CHAPTER XI. GENERAL PROVISIONS

11.1 Entire agreement. This Agreement, together with the Plans and Pricing Schedule and the Privacy Policy, constitutes the entire agreement between the parties and supersedes any prior agreement, oral or written.

11.2 Assignment. The User and Ambassador may not assign this Agreement without YOJMA’s prior written consent. YOJMA may assign it to any affiliate, subsidiary, or in connection with a corporate reorganization, upon notice to the User.

11.3 Severability. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary, and the remainder of the Agreement will remain in full force.

11.4 No waiver. YOJMA’s failure or delay in exercising any right will not constitute a waiver.

11.5 Notices. Notices to YOJMA may be sent to the contact information on the Platform; notices to the User will be sent to their registered email address.

11.6 Consistency with the system. The amounts, timeframes, and rules in this Agreement must match the parameters configured in the Yojma Plus system. In case of discrepancy, this Agreement shall prevail, except in the case of a documented configuration error corrected by YOJMA.

CHAPTER XII. GOVERNING LAW, JURISDICTION, AND ARBITRATION

12.1 Users and Ambassadors domiciled in Mexico or outside the United States. This Agreement shall be governed by the federal laws of Mexico (Commercial Code, Federal Civil Code, Federal Copyright Law, and Federal Law for the Protection of Industrial Property). The parties submit to the jurisdiction of the competent courts of Chihuahua, Chihuahua, Mexico, waiving any other venue.

12.2 Users and Ambassadors domiciled in the United States — BINDING ARBITRATION AND CLASS ACTION WAIVER.

Any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, the Membership, or the Program (a “Dispute”), where the User or Ambassador is domiciled in the United States, shall be resolved by final and binding individual arbitration, administered under the Commercial Arbitration Rules of the American Arbitration Association (AAA) then in effect, with the seat of arbitration in the State of Texas. The language of the arbitration shall be English or Spanish, at the election of the initiating party.

Class action waiver. THE USER AND THE AMBASSADOR AGREE THAT ANY DISPUTE WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. The arbitrator will have no authority to consolidate more than one person’s claims.

Exceptions: either party may bring an individual action in small claims court if the Dispute qualifies, or seek injunctive relief to protect intellectual property rights pending arbitration.

Severability: if the class action waiver is found unenforceable as to a particular Dispute, that Dispute must proceed in court while the individual arbitration agreement remains in force for all other Disputes.

12.3 Other jurisdictions. For Users or Ambassadors domiciled in any other country, Section 12.1 applies, without prejudice to any non-waivable rights under the consumer protection laws of their country of residence.

CHAPTER XIII. ACCEPTANCE

This Agreement is deemed entered into and accepted electronically, with full legal effect, at the moment the User checks the acceptance box and/or proceeds to pay for the applicable Membership, without the need for a handwritten signature, in accordance with the Mexican Commercial Code and applicable e-commerce legislation.

YOJMA INTERNACIONAL, S.A.P.I. DE C.V. Calle Industria Electrónica 4175, Edificio 18B, Colonia Panamericana C.P. 31205, Chihuahua, Chihuahua, México Representative: Mr. Alejandro Martínez Pérez