General Terms of Sale

Instrument

General terms of sale for a digital license

Version

2.2

Effective date

September 14, 2026

Legal nature

General adhesion terms in a commercial transaction

Authoritative language

Spanish

Governing law

United Mexican States

GENERAL TERMS OF SALE governing the purchase of the license to use the computer program known as Billarisa and, where applicable, its additional modules, entered into by and between the commercial owner of such program, hereinafter the «SELLER»; and the individual or legal entity placing the order, hereinafter the «CUSTOMER» and, together with the SELLER, the «PARTIES»; pursuant to the following representations and clauses:

REPRESENTATIONS

I. The SELLER represents:

1.1That it is the commercial owner of the computer program Billarisa and is empowered to grant licenses to use it.

1.2That its name or corporate name, Federal Taxpayer Registry number and tax domicile are those stated in the Digital Tax Receipt or, where none is issued, in the commercial purchase receipt covering the transaction, and are deemed reproduced herein.

1.3That it designates as its contact channels, including for the filing of claims, the email address billarisaoficial@gmail.com and the website https://www.billarisa.com.

1.4That it makes available to the CUSTOMER, prior to contracting and through the Website, information on features, technical requirements, list prices and the full text of the instruments governing the transaction.

II. The CUSTOMER represents:

2.1That it has legal capacity to enter into agreements or, in the case of a legal entity, that the person placing the order holds sufficient powers.

2.2That the identification, contact and, where applicable, billing information it provides is accurate, and undertakes to keep it up to date.

2.3That it understands that the subject matter of the transaction is a digital license tied to a specific device, and that its decision to contract is not based on any error.

2.4That it acknowledges the validity and binding force of consent expressed by electronic means, under Articles 89 to 94 of the Mexican Commercial Code.

2.5That it is neither established nor resident in a jurisdiction subject to sanctions, embargoes or international trade restrictions preventing the transaction, and that it is not placing the order on behalf of a person in such a situation.

CLAUSE 1DEFINITIONS

1.1The terms Software, Authorized Device, License File, Local Database and Website have the meaning ascribed to them in Clause 1 of the End User License Agreement, which is deemed reproduced herein.

1.2Confirmed Order means the written communication, by email or messaging, stating the package contracted, the price, the currency and the details of the Authorized Device, accepted by both PARTIES.

CLAUSE 2PURPOSE

2.1The purpose of these Terms is to govern the purchase of a digital license to use the Software, which does not constitute the sale of tangible property nor the transfer of the economic copyright in the Software.

2.2The SELLER's performance comprises:

1. a)making the Windows installer of the Software available by electronic means;
2. b)issuing the signed License File for one (1) Authorized Device;
3. c)enabling the table package expressly contracted;
4. d)the Tournaments module, only where its inclusion is stated in the Confirmed Order or derives from a promotion in force at the time of confirmation.

2.3Unless otherwise agreed in writing, the supply of hardware, on-site installation and any service not described in the Confirmed Order are excluded.

CLAUSE 3SCOPE OF APPLICATION

3.1These Terms apply to every purchase of Software licenses entered into with the SELLER, regardless of the channel through which the order is placed.

3.2Particular conditions stated in the Confirmed Order shall prevail over these Terms only as to what is expressly agreed therein.

CLAUSE 4PRE-CONTRACTUAL INFORMATION AND LIST PRICES

4.1The prices, packages and features published on the Website are informative and constitute an invitation to treat, not a binding offer, until incorporated into a Confirmed Order.

4.2The SELLER may amend its list prices at any time. Such amendment shall not affect previously Confirmed Orders.

4.3The SELLER is not liable for manifest typographical errors in published prices, which it may correct before order confirmation by informing the CUSTOMER.

CLAUSE 5FORMATION OF THE CONTRACT

5.1Contracting is carried out on an assisted basis. The Website does not by itself constitute an automated contracting system and does not allow the sale to be completed without the SELLER's involvement.

5.2The contract of sale is formed once the following elements concur:

1. a)the PARTIES' agreement on package, price, currency and Authorized Device, as recorded in the Confirmed Order; and
2. b)the SELLER's receipt of payment or of suitable evidence thereof.

5.3Downloading the installer from the Website neither completes the sale nor grants any license to use.

5.4The Confirmed Order shall state the version number of these Terms and of the Related Instruments applicable to the transaction. Omission of that detail does not invalidate the order: in such a case the version published on the Website on the date of its confirmation shall apply, in accordance with Clause 21, section 21.2.

CLAUSE 6PRICE, CURRENCY AND TAXES

6.1The applicable price is the one stated in the Confirmed Order.

6.2For transactions subject to Mexican tax law, applicable taxes shall be charged and itemized in the Digital Tax Receipt where there is an obligation to issue one.

6.3For transactions priced in foreign currency, payment shall be made in United States dollars unless otherwise agreed. Any taxes, withholdings, duties and bank fees incurred in the CUSTOMER's country shall be borne solely by the CUSTOMER.

6.4Unless expressly agreed, the price does not include additional training, data migration, custom development or on-site assistance.

6.5Withholding at source. Where the law of the CUSTOMER's country requires any withholding or deduction to be applied to the payment, the price stated in the Confirmed Order shall be understood to be net of such withholding. In that case the CUSTOMER shall increase the amount transferred as necessary for the SELLER to receive the agreed net amount.

6.6A CUSTOMER that applies a withholding undertakes to deliver to the SELLER, within thirty (30) calendar days of payment, the official certificate or receipt evidencing it. The PARTIES undertake to provide each other with any documentation reasonably requested in order to claim the benefits of any applicable double taxation treaty, including a certificate of tax residence.

6.7For transactions priced in a currency other than the Mexican peso, and unless expressly agreed otherwise, any necessary conversion shall be made at the exchange rate published by the Bank of Mexico in the Official Gazette of the Federation for the business day immediately preceding the date of the Confirmed Order.

CLAUSE 7MEANS OF PAYMENT

7.1The CUSTOMER shall pay the price by the means indicated by the SELLER upon order confirmation.

7.2The SELLER does not store full bank card details. Where the transaction is processed through a financial institution or a payment aggregator, such processing shall be subject to that entity's policies and security measures.

7.3Payment shall be deemed made once funds are effectively and irrevocably credited to the SELLER.

CLAUSE 8TAX RECEIPTS

8.1The SELLER shall issue the Digital Tax Receipt covering the license purchase where Mexican tax law so requires and the CUSTOMER provides its complete tax details in a timely manner.

8.2A CUSTOMER requiring a tax receipt must request it and provide its details within the same tax year in which payment is made; failing that, it shall be deemed to have waived issuance.

8.3The Software is not intended to issue tax receipts in the name or on behalf of the CUSTOMER to players or customers of its establishment. Tickets, pre-bills and cash closings it generates are internal control documents and do not replace the CUSTOMER's tax obligations.

8.4Where Mexican tax law does not require a Digital Tax Receipt — in particular, for transactions with a CUSTOMER that has no Mexican tax residence — the SELLER shall issue a commercial purchase receipt documenting the transaction. That receipt is not a Mexican CFDI and is not a tax invoice of any other jurisdiction, and it does not replace invoices, withholdings or filings the CUSTOMER must handle in its own country.

8.5The CUSTOMER is solely responsible for determining and complying with the tax, accounting and administrative obligations that apply in its country of residence or establishment. The SELLER does not act as a withholding agent, tax representative or electronic-invoicing provider outside the United Mexican States.

8.6Representations by a CUSTOMER without Mexican tax residence. A CUSTOMER that has no Mexican tax residence shall state in the Confirmed Order its country of tax residence, its local tax identifier where one exists, and the address of the establishment where the Software will be installed and used. The CUSTOMER undertakes to notify the SELLER of any change to those details. The accuracy of these representations is a condition of the documentary treatment set out in section 8.4, and the CUSTOMER is answerable for it.

CLAUSE 9DELIVERY

9.1Once the sale is complete, the SELLER shall:

1. a)make the Software installer available to the CUSTOMER, or confirm the validity of any installer already obtained;
2. b)receive the machine code generated on the Authorized Device; and
3. c)issue and send the License File corresponding to that fingerprint.

9.2The issuance period shall be the one communicated by the SELLER upon confirming payment, counted in business days and subject to the CUSTOMER providing the machine code in a timely manner.

9.3Delivery is deemed made upon sending the License File to the contact channel designated by the CUSTOMER. As this is a digital product with no physical medium, there is no physical delivery, shipping or transit risk.

CLAUSE 10TECHNICAL REQUIREMENTS BORNE BY THE CUSTOMER

10.1It is the CUSTOMER's responsibility to have a computer meeting the technical specifications published on the Website, as well as the operating system, peripherals and supplies required by its operation.

10.2Incompatibility arising from failure to meet such specifications does not constitute a defect of the Software and does not give rise to a refund.

CLAUSE 11WITHDRAWAL, CANCELLATION AND REFUNDS

11.1As this is a digital license uniquely tied to an Authorized Device, the refund regime is as follows:

1. a)Before activation on the Authorized Device, the CUSTOMER may request cancellation and a refund of the price, less any fees charged to the SELLER by the payment provider.
2. b)After activation, no refund shall be available, except for a defect or failure attributable to the SELLER that prevents use of the Software on a device meeting the published specifications and that is not cured within a reasonable period.
3. c)An issuance error in the License File attributable to the SELLER entitles the CUSTOMER to free reissuance and not to a refund, provided the Software remains fit for its purpose.

11.2Applicable refunds shall be made through the same payment method used in the transaction, within fifteen (15) business days of approval of the request.

11.3Rights declared non-waivable by consumer protection law shall prevail over this clause to the extent they apply.

11.4Immediate performance. Where the law applicable to the CUSTOMER grants it a right of withdrawal or cancellation in respect of digital content, the CUSTOMER expressly requests that performance of the contract begin immediately through issuance of the License File, and acknowledges that, once the License File is activated on the Authorized Device, that right is extinguished on the terms established by such law. The foregoing does not restrict the refund scenarios set out in section 11.1.

CLAUSE 12WARRANTY AND CLAIMS

12.1The commercial warranty of the Software is that set out in Clause 17 of the End User License Agreement.

12.2Any claim shall be submitted in writing to billarisaoficial@gmail.com, stating the order number, a description of the matter claimed and the elements allowing its verification. The SELLER shall acknowledge receipt and respond within a reasonable period.

CLAUSE 13PROMOTIONS

13.1Promotions announced by the SELLER are subject to the term, quota and conditions published in each case, and may be discontinued at any time without liability, honoring Orders Confirmed while they were in force.

13.2Including a module in a promotion does not imply a permanent free license for that module in future transactions.

13.3Promotions may not be combined with one another unless expressly stated.

CLAUSE 14PACKAGE CHANGES

14.1The CUSTOMER may request a package upgrade by paying the difference between the price paid and the list price in force at the time of the request.

14.2There is no right to downgrade a package, to a partial refund or to compensation for lower usage of the enabled tables.

CLAUSE 15TECHNICAL SUPPORT

15.1Technical support ancillary to the paid license and the License File reissuance scenarios are governed by the Technical Support and License Reissuance Policy published on the Website.

CLAUSE 16RETENTION OF THE ELECTRONIC RECORD

16.1The PARTIES acknowledge that the data messages exchanged in connection with the transaction, including the Confirmed Order, payment receipts and delivery of the License File, constitute evidence of the contract under Articles 89 to 94 and 1298-A of the Mexican Commercial Code.

16.2The SELLER shall retain the electronic record of the transaction for the period required by commercial and tax law, and shall make it available to the CUSTOMER upon reasoned request.

CLAUSE 17CONSUMER PROTECTION

17.1Where the CUSTOMER qualifies as a consumer under the Mexican Federal Consumer Protection Act, the SELLER shall comply with Article 76 BIS of that statute and, in particular, shall:

1. a)treat the information provided by the CUSTOMER confidentially and with the security measures set out in the Comprehensive Privacy Notice;
2. b)keep its email address and other contact channels available for clarifications and claims;
3. c)refrain from misleading commercial practices and provide, before the transaction, complete information on the general terms of the contract;
4. d)respect the CUSTOMER's decision as to the quantity and quality of the products it wishes to acquire, refraining from tied-selling practices.

17.2The foregoing is without prejudice to the CUSTOMER's right to approach the Federal Consumer Protection Agency where it qualifies as a consumer.

CLAUSE 18PERSONAL DATA

18.1Personal data provided by the CUSTOMER shall be processed in accordance with the Comprehensive Privacy Notice published on the Website.

CLAUSE 19ASSIGNMENT

19.1The CUSTOMER may not assign the rights and obligations arising from the transaction without the SELLER's prior written consent. Transfer of the license is further governed by Clause 20 of the End User License Agreement.

CLAUSE 20FORCE MAJEURE

20.1The SELLER shall not incur liability for delay or failure to perform its obligations where due to acts of God or force majeure, as set out in Clause 23 of the End User License Agreement.

CLAUSE 21AMENDMENTS TO THESE TERMS

21.1The SELLER may amend these Terms by publishing the version in force on the Website, stating its number and effective date.

21.2Each transaction shall be governed by the Terms published at the time of order confirmation. Subsequent amendments shall not apply retroactively.

CLAUSE 22NOTICES

22.1Notices shall be given in accordance with Clause 24 of the End User License Agreement. For this purpose the SELLER designates the email address billarisaoficial@gmail.com and the Website https://www.billarisa.com.

CLAUSE 23SEVERABILITY AND NO WAIVER

23.1The nullity or ineffectiveness of any of these Terms shall not affect the validity of the remainder. The SELLER's tolerance of a breach shall not be construed as a waiver of its right to enforce it subsequently.

CLAUSE 24LANGUAGE

24.1These Terms are executed in Spanish. The English translation published on the Website is provided to facilitate understanding and, in the event of discrepancy, the Spanish text shall prevail.

CLAUSE 25RELATED INSTRUMENTS AND PRECEDENCE

25.1Use of the Software is governed by the End User License Agreement; the processing of personal data, by the Comprehensive Privacy Notice; and technical support, by the Technical Support and License Reissuance Policy.

25.2In the event of conflict, the following order of precedence shall apply: the Confirmed Order, the End User License Agreement, these Terms, and the Technical Support and License Reissuance Policy.

CLAUSE 26GOVERNING LAW AND JURISDICTION

26.1These Terms are governed by and construed in accordance with the laws of the United Mexican States, in particular the Commercial Code and, as supplementary law, the Federal Civil Code.

26.2The PARTIES submit to the jurisdiction of the competent courts of the United Mexican States, waiving any other venue, save for the jurisdiction applicable in consumer protection matters and other mandatory legal provisions.