LICENSE AGREEMENT FOR THE USE OF THE WEBSITE WWW.UTOPPIA.AI (HEREINAFTER REFERRED TO AS "THE PORTAL") ENTERED INTO BY AND BETWEEN THEGC S.A.P.I. DE C.V. (HEREINAFTER REFERRED TO AS "THEGC") AND THE USER, BOTH PARTIES AGREEING TO BE BOUND BY THE TERMS SET FORTH IN THIS AGREEMENT

Terms and Conditions of Use

1. Acceptance and Adoption of the Terms and Conditions of Use

1.1. By accessing and using this website, whose electronic address is https://utoppia.ai (hereinafter referred to as "THE PORTAL"), owned by THEGC, you (the User) acknowledge that you understand and accept the terms and conditions contained in this agreement and expressly declare your acceptance thereof by electronic means, in accordance with the provisions of Articles 1803 and 1834bis of the Federal Civil Code, and Articles 80, 81, 89, and other relevant and applicable provisions of the Commercial Code and other applicable laws.

1.2. If the User does not fully and completely accept the terms and conditions of this agreement, they must refrain from accessing, using, and viewing THE PORTAL.

1.3. If the User continues to use THE PORTAL, this action will be considered as their absolute and express acceptance of the terms and conditions stipulated herein.

1.4. The mere fact that the public user (hereinafter referred to interchangeably as the "User" or the "Users") makes use of THE PORTAL grants and implies the full and unconditional acceptance of each and every general and specific condition included in these terms and conditions of use in the version published and managed by THEGC at the time the User accesses THE PORTAL. Any modifications to these terms and conditions will be made whenever THEGC deems appropriate, and it is the sole responsibility of the User to ensure they are aware of such modifications.

1.5. The parties declare that, as there is no error, fraud, bad faith, or any other defect of will that could nullify the validity of this instrument, both parties agree to be bound by the terms stipulated in this document.

2. User Obligations

2.1. For the purposes of this agreement, the parties agree that "User" shall mean any person of any nature who accesses THE PORTAL and/or any of the subpages displaying its content, and/or third-party websites through which it offers its products and/or Services, and/or who accesses and uses social networks, and/or contracts the products and/or Services offered by THEGC, and/or any person of any nature who registers and/or uses any of the Services offered through THE PORTAL.

2.2. The User may only print and/or copy any information contained or published on THE PORTAL exclusively for personal, non-commercial use. If the User is a legal entity, Article 148, Section IV of the Federal Copyright Law will apply. The User is reminded that all photographs, artistic works, trademarks, and/or logos are duly protected under Intellectual Property law and are the property of their respective owners. THEGC may have used images owned by third parties, which remain the property of their respective owners and are not used under the terms stipulated in Article 62 of the Industrial Property Law Regulations.

2.3. The reprinting, republishing, distribution, assignment, sublicensing, sale, electronic reproduction, or reproduction by any other means of any information, document, or graphic from or appearing on THE PORTAL, in whole or in part, for any use other than personal, non-commercial use, is expressly prohibited to the User unless prior written authorization has been granted by THEGC or the respective owners.

2.4. The User is solely responsible for the activities carried out within their profile and for using their access data for the different platforms that THEGC makes available to the User. If the User finds any unauthorized use of their access data, their profile, or any other security breach, they must contact THEGC using the contact information provided in Section 16.1. The User is solely responsible for maintaining the confidentiality of their access data and, therefore, solely responsible for any damages or harm that may arise from its misuse.

2.5. The User shall be solely responsible for the content they publish within THE PORTAL or within the pages owned by third parties regarding whom THEGC offers its products and/or Services, as they declare to be the holder of the economic rights to such content or to have the authorization of the legitimate owner to include it within THE PORTAL, which may include information, location data, graphics, images, videos, etc.

2.6. THEGC seeks to maintain a friendly and safe environment for Users of THE PORTAL, as well as for the Services offered through THE PORTAL. Therefore, we outline certain behaviors that the User must avoid when using the Services provided through THE PORTAL:

• 2.6.1. Avoid being abusive, insulting, threatening, intimidating, and/or promoting racism, sexism, hatred, and/or intolerance.
• 2.6.2. Avoid disrespecting THEGC operators who assist with the provision of products and/or Services offered by THEGC.
• 2.6.3. Do not publish content that is inappropriate, defamatory, obscene, vulgar, racist, pornographic, or that incites intolerance and/or hatred or promotes activities outside the legal framework.
• 2.6.4. Do not publish content that infringes and/or violates third-party rights, such as industrial property rights, including trademarks, patents, industrial designs, trade names, trade secrets, as well as intellectual property rights, including copyright or exclusive use reservations, without prior authorization from the rights holder.
• 2.6.5. Do not impersonate another person, including by using another User’s name or password to access the Services offered by THEGC.
• 2.6.6. Do not publish content that includes or contains spyware, adware, viruses, corrupted files, worms, or any other code intended to interrupt, damage, and/or limit the functionality of any software, hardware, telecommunications, networks, servers, or other equipment.
• 2.6.7. Do not publish content related to the sending of unsolicited email or “spam.”
• 2.6.8. Your behavior must comply with all Federal and Local laws within the Republic of Mexico. If the User resides outside of this country, they must comply with all laws within their place of residence.
• 2.6.9. You must not delete or modify content that is published on THE PORTAL or on third-party websites or platforms whose services are offered through THE PORTAL, except for content that belongs to you.
• 2.6.10. You must not register for any Services, platforms, websites, or APPs using false names.
• 2.6.11. You must not violate the privacy rights of others.
• 2.6.12. You must not publish any contact or banking information, whether your own or that of others, such as addresses, postal codes, phone numbers, emails, URLs, or credit/debit card or banking details. If the User decides to disclose such information, it is at their own risk. Although THEGC prohibits the aforementioned behaviors, the User acknowledges that they may be exposed to such behaviors and content; therefore, the use of THE PORTAL or the Services offered through THE PORTAL is at their own risk and responsibility, releasing THEGC from any liability.

2.7. The User agrees not to use the Services offered by THEGC for illegal purposes or services that harm public morals, committing to respect THEGC’s code of conduct.

2.8. The User declares that they undertake, in relation to THEGC and third parties, to share truthful, correct, complete, up-to-date, and error-free information, which they are authorized to share, as this information is necessary for the provision of Services by THEGC.

2.9. The User also declares that they assume full responsibility for their use of the Service contracted from THEGC.

2.10. By requesting the Services offered by THEGC, the User agrees to abide by the terms and conditions of use of the respective providers, who are responsible for the quality, continuity, efficiency, security, and integrity of the products and/or Services delivered. Furthermore, these providers commit to THEGC to comply with the service level agreements agreed upon with THEGC, not to be on the “blacklists” of the Tax Administration Service (SAT), to be up to date with their tax obligations, to respect THEGC’s code of conduct, and to sign confidentiality agreements with THEGC to protect the confidentiality and privacy of the information provided by the Users.

2.11. THEGC S.A.P.I. DE C.V. expressly grants THEGC INC. the necessary powers to manage and collect payments arising from the use of services provided by THEGC S.A.P.I. DE C.V. These powers include, without limitation, the authority to issue invoices, manage collections, receive payments, negotiate payment terms, apply charges, and take any necessary action to ensure compliance with the payment obligations of service users.

THEGC INC. will act on behalf of and represent THEGC S.A.P.I. DE C.V. in all activities related to collections, without prejudice to any powers that may be granted to other third parties in the future.

3. Information Contained in THE PORTAL

3.1. The User acknowledges and accepts that information published or contained on THE PORTAL, generated by THEGC, providers, or business partners, will be clearly identified to indicate whether it originates from THEGC, the providers, or business partners.

3.2. The information, concepts, and opinions published on THE PORTAL do not necessarily reflect the views of THEGC or its employees, officers, directors, shareholders, licensees, and concessionaires (hereinafter referred to as affiliates). Therefore, THEGC is not responsible for any information, opinions, or concepts expressed on THE PORTAL or any other space or service provided through THE PORTAL. Likewise, THEGC is not responsible for the consequences that may arise from using advice, procedures, etc., on THE PORTAL, with the understanding that the use and adherence to such advice, comments, procedures, tips, etc., in the referenced spaces is at the User's own risk and responsibility.

3.3. THEGC reserves the right to block access or remove, in whole or in part, any information, communication, or material that, at its sole discretion, may be: (i) abusive, defamatory, or obscene, sexually or racially offensive; (ii) fraudulent, artificial, or misleading; (iii) infringing upon copyrights, trademarks, or any intellectual property rights of a third party; (iv) offensive; or (v) otherwise in violation of the terms of this agreement. If the User wishes to obtain further information on a specific topic provided by THEGC, providers, or business partners, the User should consult directly with each of them, as applicable, and/or with a subject matter specialist.

3.4. The User acknowledges that THEGC does not attempt to control or pre-censor the content available on THE PORTAL. Therefore, THEGC assumes no responsibility for content provided to THE PORTAL by independent providers not affiliated with THEGC. THEGC has no editorial control over such content and is exempt from any liability for information and/or material generated and/or provided by third parties. All opinions, advice, statements, services, offers, or other information or content expressed or made available to the public by third parties belong to their respective authors, and THEGC assumes no responsibility in this regard.

3.5. THEGC does not guarantee the accuracy, truthfulness, completeness, and/or usefulness of any content provided by such third parties. Additionally, THEGC is not responsible for nor does it guarantee the accuracy, completeness, truthfulness, and/or reliability of any opinion, information, advice, or statement provided by THEGC through THE PORTAL. Under no circumstances shall THEGC be liable for any direct or indirect damages caused by the User’s reliance on information obtained through THE PORTAL. THEGC reserves the right to delete or modify content on THE PORTAL that, at THEGC's sole discretion, does not meet THEGC’s standards or may be contrary to applicable laws. However, THEGC shall not be liable for any failure or delay in removing such material.

4. Content

4.1. THEGC, THE PORTAL, and its logos, as well as all material appearing on THE PORTAL, including trademarks, domain names, and/or trade names, are the property of their respective owners and are protected by international treaties and applicable intellectual property and copyright laws.

4.2. The copyright on the content, organization, compilation, collection, information, logos, photographs, images, programs, applications, or any general information contained or published on THE PORTAL is duly protected in favor of THEGC, its affiliates, providers, and/or their respective owners, in accordance with applicable intellectual property legislation.

4.3. The User is expressly prohibited from modifying, altering, or removing, in whole or in part, notices, trademarks, trade names, signs, advertisements, logos, or any indication referring to the ownership of information contained on THE PORTAL.

4.4. The User shall be solely responsible for the content they publish on THE PORTAL, as they declare themselves to be the holder of the economic rights of authorship over the same or have the authorization from the legitimate holder to include it on THE PORTAL. For this reason, the User agrees to indemnify and hold THEGC harmless from any claims, complaints, lawsuits, or reports initiated by any third party regarding the originality or ownership of such content.

4.5. It is THEGC's policy to act against violations of intellectual property rights that may arise, as stipulated in applicable legislation and other relevant intellectual property laws, including the removal or blocking of access to material subject to activities that infringe upon the intellectual property rights of third parties.

4.6. In the event that any User or third party believes that any of the Content found or introduced on THE PORTAL and/or any of its Services infringes upon their intellectual property rights, they must send a notification to THEGC at the email address mentioned in the following paragraph, indicating at least: (i) the true personal data (name, address, phone number, and email address of the claimant); (ii) the handwritten signature or advanced electronic signature with the personal data of the holder of the intellectual property rights; (iii) a precise and complete indication of the Content(s) protected by the allegedly infringed intellectual property rights, as well as their location on THE PORTAL; (iv) a clear and express declaration that the introduction of the indicated Content(s) has been made without the consent of the holder of the allegedly infringed intellectual property rights; (v) a clear and express declaration under the responsibility of the claimant that the information provided in the notification is accurate and that the introduction of the Content(s) constitutes a violation of their intellectual property rights. Email contacto@thegurucompany.com

5. Licenses and Use of the Service

THEGC S.A.P.I. DE C.V. grants THEGC INC. a non-exclusive, transferable, and sublicensable license to market, use, and resell its platforms, products, and services worldwide. THEGC INC. may offer these products and services to third parties in those territories, under the terms and conditions established by THEGC S.A.P.I. DE C.V.

6. Privacy Notice Regarding the Use of Information and Database

6.1. THEGC's Privacy Notice is available on THE PORTAL under the corresponding Privacy Notice tab. Users can find information about how THEGC handles their personal data in this Privacy Notice, as well as the procedures for exercising their ARCO rights.

6.2. THEGC will announce changes made to its Privacy Notice on THE PORTAL, and these changes will be published in the corresponding Privacy Notice section, so that Users are always informed about the personal data of Users that THEGC processes, for what purposes, and for how long such processing will occur.

7. Formats and Registration

7.1. To access the Services offered on THE PORTAL, Users must register by providing THEGC with the necessary data required for registration.

7.2. Users acknowledge that by providing the required personal information for any of the Services offered on THE PORTAL, they grant THEGC the authorization indicated in Article 109 of the Federal Copyright Law.

7.3. The User accepts and acknowledges that the data provided will be correct and that if incorrect, inappropriate, or false information is provided to THEGC, leading the User to acquire something and/or obtain undue profit, they would be committing an illegal act. Therefore, THEGC reserves the right to take appropriate action before the competent authorities.

7.4. In all cases, Users will respond, under oath, for the truthfulness of the information provided to THEGC, holding THEGC harmless for any false or incorrect information provided by the User, or when they do not have the right or legitimacy to do so.

7.5. It is established that it is the User's decision to provide personal information to THEGC. Therefore, the User is responsible for the truthfulness and reliability of that information. If the User decides to send personal information through the means provided for that purpose, based on the provisions of Article 76 BIS of the Federal Consumer Protection Law, the User gives their express electronic consent for THEGC to share their information with third parties. The User also declares that they are not registered in the Public Consumer Registry of the Federal Consumer Protection Agency, and if they are registered, for the purposes of Articles 16, 18, and 18 bis of the Federal Consumer Protection Law, the User hereby grants their express consent and acceptance to receive information for marketing or advertising purposes. Likewise, the User authorizes THEGC, to the fullest extent permitted by law, to use their personal information for: (1) resolving controversies or disputes related to THE PORTAL and violations of this Agreement; (2) enabling THEGC to operate correctly; and (3) in cases where required by law. The User also authorizes THEGC, to the fullest extent permitted by law, as well as Suppliers and Advisors and other third parties with whom it contracts, to use the User's personal information and aggregated information (including, without limitation, information about the number of times they have viewed and/or accessed links to other sites or webpages through the ads and other information published on THE PORTAL).

8. Advertising Material and Links

8.1. The User acknowledges and accepts that THEGC is an independent organization from third-party sponsors and advertisers whose information, images, advertisements, and other advertising or promotional material (the "Advertising Material") may be published on THE PORTAL.

8.2. The User acknowledges and accepts that the Advertising Material is not part of the main content published on THE PORTAL. Furthermore, the User acknowledges and accepts that the Advertising Material is protected by applicable laws regarding intellectual and industrial property.

8.3. Suppliers, users, or other third parties may include links to other sites or web pages within THE PORTAL. THEGC has no control over the content of such sites or web pages, and therefore the User acknowledges that THEGC has no responsibility for the availability of content on them, as well as the content itself, whether it is advertising material, products, or services. For this reason, the User accepts and acknowledges that THEGC has no liability for any damages that may be caused to the User due to any offerings made on such sites or web pages.

9. Warranties and Acknowledgments

9.1. The User agrees that the use of THE PORTAL is at their own risk, and that the Services provided and offered on THE PORTAL are provided on an "as is" and "as available" basis. THEGC does not guarantee that THE PORTAL will meet the User's requirements one hundred percent or that the Services on THE PORTAL will always be uninterrupted, timely, secure, or error-free.

9.2. THEGC does not guarantee or endorse in any way the truthfulness, accuracy, legality, morality, or any other characteristic of the content of the material published on THE PORTAL. THEGC disclaims any responsibility and conditions, both express and implied, in relation to the Services and information contained or available in or through THE PORTAL, including, without limitation:

• 9.2.1. The availability of THE PORTAL for use due to technical problems attributable to communication systems and data transmission.
• 9.2.2. The absence of viruses, errors, disabling devices, or any other contaminating material or destructive functions in the information or programs available in or through THE PORTAL, or generally, any failure in THE PORTAL.
• 9.2.3. Notwithstanding the above, THEGC or its suppliers may update the content of THE PORTAL constantly, so Users are advised to consider that some information advertised or contained in or through THE PORTAL may have become outdated and/or may contain inaccuracies or typographical or spelling errors.

10. Limitations of Liability

10.1. To the fullest extent permitted by applicable law, THEGC shall not be liable, under any circumstances, for direct, special, incidental, indirect, or consequential damages that may arise or relate to, including but not limited to:

• 10.1.1. The use or execution of THE PORTAL with the delay or lack of availability of use of THEGC.
• 10.1.2. The provision or lack of provision of Services for any information or graphics contained or published in or through THE PORTAL.
• 10.1.3. The updating or lack of updating of the information.
• 10.1.4. Any other aspect or characteristic of the information contained or published in THE PORTAL or through links that may eventually be included therein.
• 10.1.5. The provision or lack of provision of other Services, even in cases where THEGC has been notified or warned of the possibility of such damages occurring.
• 10.1.6. The quality or lack thereof of the products and/or Services offered by THEGC, for which responsibility rests with the respective suppliers who sold such products and/or Services.
• 10.1.7. The delay in the delivery of products and/or the provision of Services in cases where such delay is attributable to the supplier of those products and/or Services or when it is due to causes of force majeure not attributable to THEGC.

11. Minors

11.1. To use THE PORTAL and the Services offered by THEGC, minors must obtain prior permission from their parents, guardians, or legal representatives, who will be held responsible for all actions taken by the minors in their care. The full responsibility for determining the content and Services accessed by minors rests with the adults responsible for them.

12. Modifications to THE PORTAL and the Agreement

12.1. THEGC may, at any time and when it deems convenient, without the need to notify the User, make corrections, additions, improvements, or modifications to the content, presentation, information, services, areas, databases, and other elements of THE PORTAL, without this giving rise to any claim or compensation, nor does it imply any acknowledgment of liability in favor of the User.

12.2. THEGC reserves the right to modify the terms and conditions of this Agreement at any time, with such modifications taking effect immediately:

• 12.2.1. By publishing the modified Agreement on THE PORTAL;
• 12.2.2. By notifying the User of such modifications. The User agrees to review this Agreement periodically to stay informed of such modifications. Notwithstanding the foregoing, each time the User uses THE PORTAL, it will be considered as absolute acceptance of the modifications to the Agreement.

13. Exclusion of Liability

13.1. Occasionally, THEGC may add terms and conditions to this Agreement with additional provisions related to specific areas or new Services provided in or through THE PORTAL ("Additional Terms"), which will be published in the specific areas or new Services of THE PORTAL for reading and acceptance. The User acknowledges and agrees that such Additional Terms form an integral part of this Agreement for all legal purposes.

13.2. THEGC has no obligation to control and does not control how Users use THE PORTAL, the Services, and the Content.

13.3. In particular, THEGC does not guarantee that Users will use THE PORTAL, the Services, and the Content in accordance with these General Conditions and, where applicable, the specific Conditions; nor that they will do so diligently and prudently. THEGC also has no obligation to verify and does not verify the identity of Users, nor the truthfulness, timeliness, completeness, and/or authenticity of the information that Users provide about themselves to other Users.

13.4. THEGC DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY DAMAGES AND LOSSES OF ANY KIND THAT MAY ARISE FROM USERS’ USE OF THE SERVICES AND CONTENT OR THAT MAY RESULT FROM THE LACK OF TRUTHFULNESS, TIMELINESS, COMPLETENESS, AND/OR AUTHENTICITY OF THE INFORMATION PROVIDED BY USERS, AND IN PARTICULAR, BUT NOT EXCLUSIVELY, FOR ANY DAMAGES AND LOSSES OF ANY KIND THAT MAY RESULT FROM THE IDENTITY THEFT OF A THIRD PARTY COMMITTED BY A USER IN ANY COMMUNICATION MADE THROUGH THE PORTAL, AS WELL AS FROM THE QUALITY AND INTEGRITY OF THIRD-PARTY PRODUCTS AND SERVICES PROVIDED BY THEGC.

14. Assignment of Rights

14.1. THEGC may, at any time and when it deems appropriate, assign all or part of its rights and obligations arising from this Agreement. By virtue of such assignment, THEGC shall be released from any obligation to the User established in this Agreement.

15. Indemnification

15.1. The User agrees to indemnify THEGC, its Affiliates, Suppliers, Vendors, and Advisors from any action, demand, or claim (including attorney's fees and court costs) arising from any breach by the User of this Agreement, including, but not limited to, those arising from:

• 15.1.1. Any aspect related to the use of THE PORTAL;
• 15.1.2. The information contained or available in or through THE PORTAL;
• 15.1.3. Defamation, slander, or any other conduct in violation of this Agreement by the User in the use of THE PORTAL;
• 15.1.4. Violation of applicable laws or international treaties relating to copyright or intellectual property contained or available in or through THE PORTAL.

16. Termination

16.1. THEGC reserves the right, at its sole discretion and without the need for notice or notification to the User, to:

16.2. Terminate this Agreement permanently for any reason, and in particular, for the misuse of the Services offered by THEGC that do not comply with THEGC’s policies or code of conduct;

16.3. Discontinue or cease to permanently publish on THE PORTAL without any liability to THEGC, its affiliates, or suppliers.

17. Notifications Other Than Copyright

17.1. Any notification that the User wishes to send to THEGC under this Agreement must be sent via email to contacto@thegurucompany.com.

18. Survival

18.1. These terms and conditions, as well as the Additional Terms, constitute the entire agreement between the parties and replace any other agreement or contract entered into prior. Any clause or provision of this Agreement, as well as the Additional Terms, that is legally declared invalid shall be removed or modified, at THEGC's discretion, to correct its defect or flaw. However, the remaining clauses or provisions shall retain their force, obligation, and validity.

19. No Waiver of Rights

19.1. The inaction by THEGC, its Affiliates, or Suppliers in exercising any right or action arising from this Agreement shall not be interpreted as a waiver of such rights or actions at any time.

20. Applicable Law and Jurisdiction

20.1. In the event of a dispute arising from or related to this contract, the parties agree to attempt to reach an amicable settlement of the dispute through mediation; this will take place in accordance with the Mediation Regulations of the National Chamber of Commerce of Mexico City, in effect at the time mediation begins. If this is not possible, the parties may take their case to the Courts of Mexico City, Mexico, waiving any other jurisdiction that may correspond to them, with this Agreement being interpreted in accordance with the laws of the United Mexican States.

21. Customer Service

21.1 THEGC provides Users with the following contact information for customer service: contacto@thegurucompany.com.

[Mexico City – March 6, 2019]