End User License Agreement

Instrument

Non-exclusive software license agreement

Version

2.2

Effective date

September 14, 2026

Legal nature

Adhesion contract executed by electronic means

Authoritative language

Spanish

Governing law

United Mexican States

SOFTWARE LICENSE AGREEMENT entered into by and between the holder of the economic copyright in the computer program known as Billarisa, hereinafter the «LICENSOR»; and the individual or legal entity that installs, activates or uses such program, hereinafter the «LICENSEE» and, together with the LICENSOR, the «PARTIES»; pursuant to the following representations and clauses:

REPRESENTATIONS

I. The LICENSOR represents, through its signatory:

1.1That it holds the economic copyright in the computer program known as Billarisa, a work protected under Articles 101 to 106 of the Mexican Federal Copyright Act, as well as in the distinctive signs under which it is offered.

1.2That its name or corporate name, Federal Taxpayer Registry number and tax domicile are those stated in the Digital Tax Receipt issued for the license purchase transaction and are deemed reproduced herein for all purposes of this Agreement.

1.3That it has the legal capacity and the technical resources required to enter into this Agreement.

1.4That it markets the Software under a license-to-use model and not as a sale of the computer program, and therefore never transfers ownership of the economic copyright.

1.5That it designates as its contractual channels for notices the email address billarisaoficial@gmail.com and the website https://www.billarisa.com.

II. The LICENSEE represents:

2.1That it is an individual with legal capacity to enter into agreements or, in the case of a legal entity, that its signatory holds sufficient management powers, which have not been revoked or limited in any way.

2.2That the information provided for the issuance of the license is accurate and that it is liable for its truthfulness.

2.3That prior to installation it had access to the full text of this Agreement on the LICENSOR's website, that it is aware of the features, technical requirements and limitations of the Software, and that its decision to contract is not based on any error.

2.4That it uses the Software to operate its own establishment and that it holds, or undertakes to hold, the licenses, permits and authorizations required by federal, state and municipal regulations applicable to its business.

2.5That it acknowledges that consent expressed by electronic means produces full legal effects under Article 1803, section I, of the Mexican Federal Civil Code and Articles 89 to 94 of the Mexican Commercial Code.

III. Both PARTIES represent:

3.1That they mutually acknowledge the capacity in which they act.

3.2That in entering into this Agreement there is no error, willful misconduct, bad faith, duress, injury or any other defect of consent capable of invalidating it.

3.3That it is their free will to be bound by the following:

CLAUSE 1DEFINITIONS

1.1The following terms shall have the meaning ascribed to them below, whether used in the singular or the plural:

1. a)Software: the computer program known as Billarisa, its installer for the Windows operating system, the application, its accompanying documentation and any modules lawfully acquired by the LICENSEE, including, where applicable, the Tournaments module.
2. b)Authorized Device: the computer uniquely identified by the machine fingerprint (machine_hash) recorded at the time the license is issued.
3. c)License File: the signed electronic file license.billarisa, or the equivalent activation code, that enables the Software exclusively on the Authorized Device.
4. d)Local Database: the operating database of the LICENSEE's establishment, identified as billar.db, generated and stored on the Authorized Device.
5. e)Website: the website https://www.billarisa.com and its subdomains.
6. f)Related Instruments: the General Terms of Sale, the Comprehensive Privacy Notice and the Technical Support and License Reissuance Policy, published on the Website.

1.2The terms defined in this clause shall retain the same meaning in the Related Instruments, unless expressly stated otherwise.

CLAUSE 2PURPOSE

2.1The LICENSOR grants to the LICENSEE, and the LICENSEE accepts, a license to use the Software with the scope, limitations and conditions set out in this Agreement.

2.2The purpose of this Agreement is limited to the use of the Software. The underlying purchase transaction, including price, payment, delivery and tax receipts, is governed by the General Terms of Sale.

CLAUSE 3NATURE AND SCOPE OF THE LICENSE

3.1The license granted is non-exclusive, non-transferable, non-sublicensable, revocable upon breach, for consideration and limited to the Authorized Device and to the table package actually contracted.

3.2The license confers solely the right to use the Software for its intended purpose. It transfers no ownership, co-ownership, co-authorship or any right whatsoever in the source code, algorithms, architecture, technical documentation, trade secrets or any other element protected by intellectual property law.

3.3The Software is a locally executed point-of-sale system. It does not constitute a cloud computing service, an information processing services agreement, or any deposit, hosting or custody of the Local Database.

CLAUSE 4SCOPE OF USE AND AUTHORIZED DEVICE

4.1The license is granted for a single Authorized Device. Use of the Software at a different establishment, branch, register or device requires a separate license.

4.2The License File and the machine code are personal to the LICENSEE, who undertakes not to publish, assign, sublicense, market or use them to enable the Software on any device other than the Authorized Device.

4.3The number of enabled tables shall correspond to the package contracted. Package upgrades are governed by the General Terms of Sale.

CLAUSE 5USE RESTRICTIONS

5.1Except with the LICENSOR's prior written authorization, or where a mandatory legal provision prevents such restriction from being agreed, the LICENSEE undertakes to refrain from:

1. a)reproducing or installing the Software, with an active license, on any device other than the Authorized Device;
2. b)leasing, sublicensing, assigning, lending, contributing to a company or otherwise commercializing the Software or the License File;
3. c)circumventing, altering, interfering with, removing or disabling the activation mechanism, the machine fingerprint or the electronic signature of the License File;
4. d)decompiling, disassembling, extracting the source code from or reverse engineering the Software, to the extent applicable law permits such restriction;
5. e)removing or modifying copyright notices, trademarks or any other indication of ownership embedded in the Software;
6. f)using the Software to develop a competing product or to provide processing services to third parties on a time-sharing basis.

5.2Breach of any of the foregoing shall be deemed a material breach for the purposes of Clause 21, without prejudice to the civil and criminal actions available under the Mexican Federal Copyright Act and the Mexican Federal Criminal Code.

CLAUSE 6EXCLUSIONS FROM THE PURPOSE

6.1The following are excluded from the purpose of this Agreement and create no obligation for the LICENSOR:

1. a)the issuance of Digital Tax Receipts to players, bar customers or third parties, and any electronic invoicing function performed on the LICENSEE's behalf;
2. b)multi-branch operation under a single license;
3. c)the supply of a native mobile application;
4. d)the hosting, backup or custody of the Local Database on the LICENSOR's systems;
5. e)hardware, the operating system, security software, consumable supplies and the establishment's communications network.

CLAUSE 7EVALUATION LICENSE

7.1The LICENSOR may issue evaluation licenses with a limited term of fourteen (14) calendar days, unless a different term is stated upon issuance.

7.2Upon expiry, the Software shall automatically cease to operate. The evaluation license is granted free of charge, on an "as is" basis, without warranty of any kind, and creates no vested right to an extension, to a perpetual license or to the support set out in the Technical Support and License Reissuance Policy.

CLAUSE 8TERM

8.1Under the one-time payment model, the right to use the Software on the Authorized Device is not subject to a term, without prejudice to early termination on the grounds set out in Clause 21.

8.2Under any other model, the term shall be the one stated in the License File issued.

8.3The term of the license is independent from the technical support period, which is governed by its own Policy.

8.4Continuity in the event of cessation of operations. Under the one-time payment model, the LICENSOR undertakes that, should it permanently cease operations and to the extent materially possible, it shall make available to LICENSEES holding a valid license a means enabling them to continue using the Software, such as the issuance of a License File not bound to the machine fingerprint, or the publication of the mechanism that disables the activation control. This undertaking is established for the LICENSEE's benefit, is additional to the right of assignment set out in Clause 20, section 20.2, and does not entitle the LICENSOR to restrict the right of use while it remains in operation.

CLAUSE 9LICENSEE OBLIGATIONS

9.1In addition to those arising from other clauses, the LICENSEE shall:

1. a)use the Software exclusively on the Authorized Device and for its intended purpose;
2. b)be liable for the truthfulness, integrity and lawfulness of the information it enters, including cash closings, sales records and third-party data;
3. c)keep the Authorized Device in adequate technical condition and protected against malicious software;
4. d)keep the License File and the machine code confidential and notify the LICENSOR, within five (5) calendar days, of any unauthorized use of which it becomes aware;
5. e)comply with the regulations governing its establishment, including those on the sale of alcoholic beverages, operating hours, and the protection of personal data of its customers and staff.

CLAUSE 10BACKUP AND CUSTODY OF THE LOCAL DATABASE

10.1The Local Database resides on the Authorized Device and is under the exclusive control and custody of the LICENSEE.

10.2The LICENSEE undertakes to perform and retain periodic backups of the Local Database on media under its own control.

10.3The LICENSOR assumes no deposit, custody or safekeeping of the Local Database. Any loss, alteration or destruction of the billar.db file resulting from failure to back it up, from hardware failure, from malicious software or from any cause not attributable to the LICENSOR shall be borne solely by the LICENSEE.

10.4With respect to personal data processed by the LICENSEE in the Local Database, the LICENSEE acts as data controller under applicable data protection law, and the LICENSOR does not act as data processor unless expressly agreed in writing.

10.5LICENSEE's access to its own information. The LICENSOR undertakes not to incorporate into the Software any technical measure whose purpose or effect is to prevent the LICENSEE from inspecting the Local Database or extracting the information it has itself entered. The Local Database is kept in a general-purpose database format, so that the LICENSEE may access its information using tools other than the Software. This undertaking survives termination of this Agreement, as set out in Clause 22, section 22.2.

CLAUSE 11INTELLECTUAL PROPERTY

11.1The Software, its source and object code, its structure, documentation and graphical interfaces, the name Billarisa, the slogan «Billarísate con Billarisa» and the logo are the exclusive property of the LICENSOR or of the party that granted it the corresponding rights.

11.2This Agreement does not imply any assignment, transfer or license of trademarks, trade names, commercial slogans or copyright other than the license to use expressly governed by Clause 2.

11.3Any improvement, correction, adaptation or derivative development of the Software, even where originating in a suggestion by the LICENSEE, shall belong exclusively to the LICENSOR, without generating any consideration, royalty or co-authorship in favor of the LICENSEE.

CLAUSE 12UPDATES, NEW VERSIONS AND DISCONTINUATION

12.1The LICENSOR may make corrective or maintenance updates of the Software available to the LICENSEE. Unless otherwise stated, such updates shall be governed by this Agreement and do not constitute a new or additional license.

12.2New versions incorporating substantially different functionality may be marketed separately. Acquiring a license does not create a right to obtain future versions free of charge.

12.3The LICENSOR reserves the right to modify, replace or discontinue modules or features for technical, security or commercial reasons. Discontinuation shall not affect the LICENSEE's right to continue using the version installed on the Authorized Device in accordance with Clause 8.

12.4The LICENSEE may choose not to install an update, in which case it assumes the technical and security consequences of operating an outdated version.

12.5Where the discontinuation referred to in section 12.3 affects a module the LICENSEE acquired for specific consideration, the LICENSOR undertakes to give notice thereof at least ninety (90) calendar days in advance, through the channels set out in Clause 24. The foregoing is without prejudice to the LICENSEE's right to continue using the version it has installed.

CLAUSE 13TECHNICAL SUPPORT AND REMOTE ACCESS

13.1The scope, timeframes, exclusions and license reissuance scenarios are governed by the Technical Support and License Reissuance Policy published on the Website, which forms an integral part of this Agreement.

13.2A request for remote assistance made by the LICENSEE constitutes its authorization for the LICENSOR to access the Authorized Device on a specific, temporary and limited basis, by the technical means agreed and solely for the duration of the relevant session.

13.3The LICENSOR shall not extract the Local Database except at the LICENSEE's express request and for backup or diagnostic purposes.

CLAUSE 14COMPLIANCE VERIFICATION

14.1The LICENSOR may request from the LICENSEE reasonable information enabling it to verify compliance with Clauses 4 and 5, such as the number of active installations and the machine codes associated with its account.

14.2The request shall be made in writing, with at least ten (10) calendar days' notice, and shall be answered within fifteen (15) calendar days of receipt, without such verification unreasonably interfering with the operation of the establishment.

14.3Should installations in excess of those licensed be established, the LICENSEE shall regularize them by paying the then-current list price for each missing license, without prejudice to the actions referred to in Clause 5, section 5.2.

CLAUSE 15CONFIDENTIALITY

15.1The PARTIES undertake to keep strictly confidential the technical, commercial, financial and operational information received from the other party in connection with this Agreement, and not to disclose it to third parties without prior written consent.

15.2Information shall not be deemed confidential where it is in the public domain through no fault of the receiving party, where the receiving party lawfully held it beforehand, or where disclosure is required by a competent authority, in which case the requested party shall notify the other as soon as legally possible.

15.3This obligation shall survive for three (3) years following termination of this Agreement for any reason.

CLAUSE 16PERSONAL DATA

16.1The processing of personal data collected by the LICENSOR from the LICENSEE in connection with the issuance, reissuance and support of the license is governed by the Comprehensive Privacy Notice published on the Website, which the LICENSEE acknowledges having reviewed.

16.2The machine code is processed for the necessary purpose of issuing and reissuing the License File and of verifying compliance with Clause 4.

CLAUSE 17LIMITED WARRANTY AND DISCLAIMER

17.1The LICENSOR warrants that, as of the delivery date, the Software substantially conforms to the functionality described on the Website for the package contracted, when run in a Windows environment compatible with the published technical specifications.

17.2Except as provided in the preceding section and to the maximum extent permitted by applicable law, the Software is provided "as is". The LICENSOR does not warrant uninterrupted or error-free operation, nor the absence of failures attributable to hardware, the operating system, power supply, malicious software, the establishment's network or data entry by the LICENSEE's staff.

17.3The LICENSOR does not warrant that the Software satisfies any specific tax, accounting or administrative obligation of the LICENSEE. Tickets, pre-bills and cash closings generated by the Software are internal control documents and do not replace tax receipts or professional accounting advice.

17.4Nothing in this clause excludes or limits rights that applicable law declares non-waivable in favor of the LICENSEE.

CLAUSE 18LIMITATION OF LIABILITY

18.1To the maximum extent permitted by the laws of the United Mexican States, the LICENSOR shall not be liable for:

1. a)loss of profits, loss of opportunity, or indirect, consequential, special or punitive damages;
2. b)cash shortfalls or leakage attributable to data entry, omission or conduct by the LICENSEE's staff;
3. c)loss, alteration or destruction of the Local Database due to failure to back it up, pursuant to Clause 10;
4. d)hardware, power supply or connectivity failures at the establishment;
5. e)use of the Software in breach of this Agreement.

18.2The LICENSOR's total aggregate liability under this Agreement, on any ground and regardless of the nature of the action brought, shall not exceed the amount actually paid by the LICENSEE for the affected license during the twelve (12) months preceding the event giving rise to the claim.

18.3The limitations set out in this clause shall not apply in cases of willful misconduct or bad faith by the LICENSOR, nor to non-waivable statutory rights.

CLAUSE 19INDEMNIFICATION

19.1The LICENSOR shall hold the LICENSEE harmless against third-party claims alleging that use of the Software, as authorized by this Agreement, infringes intellectual property rights in Mexican territory, provided that the LICENSEE notifies the LICENSOR of the claim within ten (10) calendar days of becoming aware of it, allows the LICENSOR to conduct the defense and provides the reasonable cooperation requested.

19.2Should the foregoing occur, the LICENSOR may, at its option, obtain the right to continue the use, replace or modify the Software, or terminate this Agreement and refund the amount paid, less the portion corresponding to the period of use.

19.3The LICENSEE shall indemnify and hold the LICENSOR harmless against third-party claims arising from use of the Software in breach of this Agreement, from the content it enters, or from failure to comply with the regulations applicable to its establishment.

CLAUSE 20ASSIGNMENT

20.1The LICENSEE may not assign, transfer or encumber, in whole or in part, the rights and obligations arising from this Agreement without the LICENSOR's prior written authorization.

20.2The LICENSOR may assign this Agreement in connection with a corporate reorganization, merger, spin-off or transfer of the assets related to the Software, without affecting the rights acquired by the LICENSEE, upon notice given by the means set out in Clause 24.

CLAUSE 21TERMINATION

21.1The following constitute grounds for automatic termination, without the need for a prior court declaration and without liability for the LICENSOR:

1. a)use of the Software outside the Authorized Device;
2. b)unauthorized reproduction, redistribution or commercialization;
3. c)circumvention or alteration of the activation mechanism;
4. d)failure to comply with the verification request set out in Clause 14;
5. e)failure to pay the price, where the license was issued in advance of payment.

21.2The LICENSOR shall give notice of termination by the means set out in Clause 24. In the cases of subsections d) and e), termination shall take effect if the breach is not cured within fifteen (15) calendar days of the notice.

21.3The LICENSEE may terminate this Agreement at any time by uninstalling the Software, without any right to a refund, except in the cases expressly set out in the General Terms of Sale.

CLAUSE 22EFFECTS OF TERMINATION AND SURVIVAL

22.1Upon termination for any reason, the right of use shall cease immediately and the LICENSEE shall uninstall the Software from the Authorized Device and destroy any copies of the License File in its possession.

22.2Termination does not deprive the LICENSEE of access to the Local Database, which remains on its device and under its control.

22.3Clauses 10, 11, 15, 17, 18, 19, 32 and any others that by their nature should survive shall remain in force after termination.

CLAUSE 23FORCE MAJEURE

23.1Neither PARTY shall be liable for failure to perform its obligations where such failure is due to acts of God or force majeure, understood as events beyond its control and insurmountable, such as natural disasters, acts of authority, widespread power or telecommunications outages, labor disputes not involving the affected party, or declared health emergencies.

23.2The affected party shall notify the other within five (5) calendar days and shall use reasonable efforts to resume performance. If the cause persists for more than sixty (60) calendar days, either PARTY may terminate this Agreement without liability.

CLAUSE 24NOTICES

24.1All notices relating to this Agreement shall be given in writing and shall take effect on the business day following dispatch, when addressed to:

1. a)the LICENSOR: the email address billarisaoficial@gmail.com;
2. b)the LICENSEE: the email address or messaging number provided upon contracting.

24.2The PARTIES undertake to report any change to their contact details. Until such change is reported, notices given to the stated channels shall be fully effective.

CLAUSE 25AMENDMENTS

25.1The LICENSOR may amend the text of this Agreement for future versions of the Software or for new contracts, by publishing the relevant version on the Website stating its number and effective date.

25.2Amendments shall not apply retroactively to one-time payment licenses already issued, unless they are more favorable to the LICENSEE or their adoption stems from a mandatory legal provision.

25.3Any amendment individually agreed between the PARTIES shall be made in writing.

25.4The LICENSOR shall retain the full text of previous versions of this Agreement and shall make it available to any LICENSEE who requests it through the channels set out in Clause 24. The version applicable to each license is the one stated in the confirmed order or, failing that, the one published on the Website on the date the License File was issued.

CLAUSE 26INDEPENDENCE OF THE PARTIES

26.1This Agreement does not create between the PARTIES any employment, subordination, agency, commercial commission, joint venture, franchise or partnership relationship. Each party is solely liable for the tax, labor and social security obligations of its own personnel.

CLAUSE 27SEVERABILITY

27.1A declaration that any clause, or part of it, is null, invalid or ineffective shall not affect the validity of the remaining provisions, which shall remain in full force. The PARTIES undertake to replace the affected provision with a valid one reflecting, as far as possible, the original economic and legal intent.

CLAUSE 28NO WAIVER

28.1Any failure, tolerance or delay by either PARTY in exercising a right under this Agreement shall not be construed as a waiver of that right or as an amendment to its terms, nor shall it prevent its subsequent exercise.

CLAUSE 29HEADINGS AND INTERPRETATION

29.1Clause headings are included for ease of reading and neither determine nor limit their content. References to clauses and sections are to those of this Agreement unless expressly stated otherwise.

CLAUSE 30LANGUAGE

30.1This Agreement is executed in Spanish. The English translation published on the Website is provided solely to facilitate understanding. In the event of any discrepancy, the Spanish text shall prevail.

CLAUSE 31ENTIRE AGREEMENT AND RELATED INSTRUMENTS

31.1This Agreement, together with the Related Instruments and the Confirmed Order, constitutes the entire agreement between the PARTIES as to its subject matter and supersedes any prior negotiation, offer, representation or agreement, whether oral or written, on the same matter.

31.2In the event of conflict, the following order of precedence shall apply: the Confirmed Order in writing, this Agreement, the General Terms of Sale, and the Technical Support and License Reissuance Policy. The Comprehensive Privacy Notice governs autonomously in matters of personal data.

CLAUSE 32GOVERNING LAW AND JURISDICTION

32.1This Agreement is governed by and construed in accordance with the laws of the United Mexican States, in particular the Federal Copyright Act, the Commercial Code and the Federal Civil Code as supplementary law.

32.2For the interpretation and performance of this Agreement, the PARTIES expressly submit to the jurisdiction of the competent courts of the United Mexican States, waiving any other venue that may correspond to them by reason of their present or future domicile, save for mandatory legal provisions to the contrary.

32.3Where the LICENSEE qualifies as a consumer under the Mexican Federal Consumer Protection Act, the non-waivable provisions of that statute and the jurisdiction established therein shall prevail.

Having read this Agreement and being aware of its content, value and legal scope, the LICENSEE expresses its consent by installing, activating or using the Software, pursuant to Article 1803, section I, of the Mexican Federal Civil Code.