The present terms and conditions (hereinafter “the Terms and Conditions”) constitute a legally binding contract between you (hereinafter “the USER” or, in plural, “the USERS”) and NATIVAPPS S.A.S. (“NATIVAPPS INC”), a commercial company domiciled in Miami, Florida, United States.

Introduction CLONA is a product offered as a service (“PaaS,” for its acronym in English) developed and operated by the technology company NATIVAPPS INC. By accessing CLONA, THE USER is contractually bound to NATIVAPPS and agrees to comply with the Terms and Conditions. If the USER does not agree with the Terms and Conditions, they must refrain from accessing the services of the Platform.

1. CONSIDERATIONS

NATIVAPPS is the owner of the CLONA Platform, which provides a customizable artificial intelligence assistant designed to offer an experience similar to human interaction.

The USER may be any natural or legal person who wishes to access CLONA’s services.

Access to CLONA can be made through standard mechanisms such as computers, mobile phones, and tablets.

The type of service model provided by NATIVAPPS to the USER is Product as a Service (PaaS). The Platform is managed by NATIVAPPS and hosted on the infrastructure of this company.

The type of cloud access granted to THE USER is categorized as a private cloud.

1. CLAUSES

FIRST. PURPOSE. NATIVAPPS grants the right to use CLONA, which offers customizable artificial intelligence assistants where USERS can provide their clients with an experience similar to human interaction by efficiently answering frequently asked questions, providing relevant information, and guiding users through simple processes, as if they were performing these tasks themselves.

SECOND. ACCESS TO THE CLONA PLATFORM. To access and use CLONA, the USER must be at least 18 years of age and have the legal capacity to enter into a contract. The USER must not be included in any blacklist issued by a government or international organization related to money laundering and/or terrorist financing (ML/TF).

The USER must register and create an account. In the case of an account for legal entities, the USER declares and guarantees that they have the authority to legally bind the entity. Account registration will require an email address and a password, for which the USER must provide accurate, current, and complete information during the registration process. This information must be kept updated at all times.

OAUTH PROVIDERS will only be used by CLONA to complete and expedite registration, as well as to obtain accounts and facilitate user login to CLONA. This will exclusively involve obtaining (READ; Read-only) registration or profile information used by the USER with the OAUTH PROVIDERS, to the extent that this information is available for consultation by the selected provider.

NATIVAPPS assumes no responsibility for verifying the USER’s identity. Notwithstanding the above, and to prevent fraud, NATIVAPPS may, at its sole discretion, request that the USER provide specific identification or undergo additional checks designed to help verify their identity or age. NATIVAPPS may screen its users by comparing them against third-party databases and other sources and may request reports from analogous service providers, for which the USER grants their authorization.

In cases where a name can be selected, the USER may not: (i) use a name corresponding to another person or entity with the intent to impersonate that person or entity; (ii) use a name that could create confusion regarding their identity or that of a third party; (iii) use a name subject to the rights of another person without the proper authorization; or (iv) use a name that is offensive, vulgar, or contrary to good morals. NATIVAPPS reserves the right, at its sole discretion, to cancel or reject the registration of any name that it deems to violate the aforementioned provisions.

NATIVAPPS may condition access and use of CLONA, or certain areas or features thereof, on specific conditions or requirements, such as completing an additional verification process or meeting certain qualifications. Access to and use of certain areas and features of CLONA may be subject to independent policies, rules, or guidelines, or may require the acceptance of additional terms and conditions.

If the USER accesses or downloads the Platform or application from the Apple or Google app stores, they will be accepting the end-user license agreement of those companies.

THIRD. RULES FOR USING THE CLONA PLATFORM. NATIVAPPS does not guarantee the continuous and uninterrupted availability and access to CLONA. NATIVAPPS may restrict the availability of the Platform or certain areas or features thereof when necessary due to capacity limits, security, server integrity, or to carry out maintenance measures to ensure proper or improved functioning of the Platform. Thus, NATIVAPPS may enhance, strengthen, and modify the Platform, as well as periodically introduce new services.

NATIVAPPS will perform all activities necessary or appropriate for the proper functioning of the Platform.

The USER is responsible for complying with all laws, rules, and regulations applicable to the use of CLONA. The USER assumes, among others, the following obligations:

• Refrain from using the CLONA Platform for purposes not expressly contemplated in these Terms and Conditions.
• Refrain from copying, storing, or otherwise accessing or using any information, including personal information about other users contained in CLONA.
• Refrain from using CLONA in connection with distributing unsolicited commercial messages (“spam”).
• Refrain from using bots, web spiders, web crawlers, web scrapers, and other automated means or processes to access, collect data, and other content from or otherwise interact with the CLONA Platform for any purpose.
• Refrain from removing, disabling, bypassing, decoding, or attempting to circumvent any technological measure implemented by NATIVAPPS or third parties to protect the Platform.
• Refrain from reverse engineering, decompiling, or disassembling the software used to provide CLONA.
• Refrain from engaging in any action that adversely affects or impairs the performance or proper functioning of CLONA.
• Refrain from violating the rights of third parties and the law.
• Refrain from transferring or assigning their account to another person. Accounts are personal and non-transferable. The USER must not share their password with any third party and must notify NATIVAPPS as soon as they become aware or suspect that their password or personal information has been stolen or misappropriated. The USER is responsible for all activities conducted through their account on the CLONA Platform.

FOURTH. USER RESPONSIBILITIES

• Accurate Information: The USER must provide accurate and updated information.
• Security: The USER is responsible for maintaining the confidentiality of their access credentials.
• Legal Compliance: The USER agrees to use CLONA in accordance with applicable laws.
• Fees and Billing: The USER must pay service fees according to the chosen plan and the pricing policy available on the Platform. Subscriptions will automatically renew for a period equal to the previous subscription period. All fees will be billed in advance (monthly or annually, depending on the chosen plan), and the last credit card used for a transaction on CLONA will automatically be charged at the beginning of each subscription period. Fees are non-refundable under any circumstances.

PARAGRAPH. Failure to comply with any obligation by the USER will entitle NATIVAPPS to suspend and exclude them temporarily or permanently from the Platform at its sole discretion.

FIFTH. ROLE OF NATIVAPPS IN USER INTERACTIONS. DISCLAIMER OF LIABILITY. NATIVAPPS’s role is to provide USERS with a virtual space for using customizable artificial intelligence assistants. NATIVAPPS has no obligation to review, verify, or validate content published by USERS.

SIXTH. USER SUPPORT. To ensure proper use and full functionality of the CLONA Platform, NATIVAPPS commits to providing technical support for issues related to the correct functioning of the Platform. The extent and availability of this support will vary according to the chosen plan.

SEVENTH. DURATION. The contractual relationship between NATIVAPPS and THE USER will be executed for the time for which the subscription was purchased or for the duration of one or more events, depending on the chosen plan, as described in Annex No. 1, which forms an integral part of these Terms and Conditions. The contractual relationship between NATIVAPPS and THE USER will be indefinite, and either party may terminate it at any time.

NATIVAPPS may terminate its contractual relationship with the USER and/or prevent access to the CLONA Platform immediately and without prior notice if (i) the USER has substantially breached their obligations under these Terms and Conditions; (ii) the USER has violated any applicable laws, regulations, or third-party rights; or (iii) NATIVAPPS reasonably believes that such action is necessary to protect the security of the Platform, NATIVAPPS’s material assets, its users, or third parties.

EIGHTH. INTELLECTUAL PROPERTY. The contents that appear on the Platform, except for those published by USERS, are the exclusive property of NATIVAPPS and are protected by intellectual property rights, which grant exclusive use/reproduction rights to their owner.

All intellectual property rights over the Service, including its software, design, and trademarks, are the exclusive property of NATIVAPPS INC. The USER does not acquire any ownership rights over the Service or its components.

NINTH. DATA PROCESSING. The USER declares that they freely and voluntarily provide NATIVAPPS with all the information necessary to fulfill the purpose of this agreement. This information will be used by NATIVAPPS solely for the exercise of its activity.

The USER expressly and irrevocably authorizes NATIVAPPS to obtain, compile, store, process, consult, verify, and collect financial, credit, commercial, service, and third-country information in databases, particularly related to the USER’s credit behavior and commercial habits. The purpose of this information is to enable NATIVAPPS to analyze elements for establishing, maintaining, or terminating any contractual relationship with the USER.

NATIVAPPS commits to:

• Using the USER’s personal data solely for evaluating the convenience of entering into a contract with them.
• Storing the USER’s personal data securely in its own databases.
• Processing the USER’s personal data in compliance with the principles of legality, purpose, freedom, accuracy, transparency, restricted circulation, security, and confidentiality.
• Employing all technical and human mechanisms to ensure the confidentiality of the USER’s personal data.

Finally, NATIVAPPS is authorized to report to any operator or databases, domestically or internationally, personal, financial, credit, commercial, and third-country information, as well as the creation, fulfillment, modification, and termination of the USER’s obligations of any kind, including credit, monetary, and non-monetary obligations, their indebtedness, and behavior as a client.

The USER authorizes their personal data to be collected and processed in accordance with data protection laws.

TENTH. APPLICABLE LAW. This contract shall be governed in its entirety by the applicable laws in force in the United States.

ELEVENTH. UNILATERAL TERMINATION OF THE CONTRACTUAL RELATIONSHIP DUE TO ML/TF. NATIVAPPS may unilaterally and immediately terminate the contractual and/or commercial relationship without obligation to indemnify or compensate the USER for any type of damage due to the following reasons:

1. Failure to comply with legal provisions related to the prevention and control of money laundering and terrorist financing applicable to any party.
2. Circumstances representing reputational, legal, operational, or contagion risks for the parties related to money laundering and/or terrorist financing.
3. Doubts about the legality of any party’s operations, the licit origin of their resources, or transactions intended for such activities or in favor of individuals associated with them.
4. Errors, inconsistencies, discrepancies, or falsities in the documentation and information provided by any party for executing the commercial relationship.
5. By the sole will of either party, with thirty (30) days’ written notice to the other party.

TWELFTH. MODIFICATION OF THESE TERMS AND CONDITIONS. NATIVAPPS reserves the right to unilaterally modify these Terms and Conditions at any time. If changes occur, NATIVAPPS will publish new Terms and Conditions on the CLONA Platform. Additionally, NATIVAPPS will notify the USER of the modifications by sending an email at least three (3) days before they take effect.

THIRTEENTH. INDEMNITY. The USER shall hold NATIVAPPS harmless against any action, claim, demand, loss, liability, damages, costs, and/or expenses resulting from a breach of contractual or legal obligations arising from this agreement. If NATIVAPPS is required to make any payments due to such reasons, the USER must reimburse the corresponding amounts within ten (10) business days following notification by NATIVAPPS. If the USER fails to reimburse such amounts, NATIVAPPS may deduct them from any amounts owed to the USER or pursue collection by executive means. This provision also applies to cases where NATIVAPPS enters into settlement agreements involving payments due to these issues.

FOURTEENTH. MISCELLANEOUS.

1. The Terms and Conditions constitute the entire agreement between NATIVAPPS and THE USER regarding the subject matter and supersede all prior agreements or understandings, oral or written, between the same parties concerning access and use of the CLONA Platform.
2. NATIVAPPS is constantly innovating and evolving its services to provide the best possible experience for the USER, who acknowledges and accepts that the form and nature of services may change over time without prior notice. Changes in the form and nature of services may include, without limitation, altering or eliminating functionalities or features. The USER accepts that NATIVAPPS will not be liable for modifications, suspensions, or interruptions of any part of the services.
3. No partnership, cooperation, employment, or agency relationship exists between THE USER and NATIVAPPS as a result of executing this agreement or using the CLONA Platform.
4. If any provision of these Terms and Conditions is deemed null or unenforceable, such provision will be removed and will not affect the validity and enforceability of the remaining provisions of the agreement.
5. The failure by NATIVAPPS to exercise any right does not constitute a waiver of such right or provision unless expressly acknowledged in writing.
6. Right of Payment Reversal. When purchases are made through electronic commerce mechanisms, THE USER may request a payment reversal in cases of fraud, unauthorized transactions, and other situations contemplated by law.
7. THE USER may not assign, either wholly or partially, the rights and obligations arising from these Terms and Conditions.
8. Unless otherwise stated, any notice and communications intended for THE USER will be sent electronically by NATIVAPPS via email or notifications on the CLONA Platform.

The services may allow linking to other websites or Internet resources, and other websites or resources may contain links to the www.clona.co website and NATIVAPPS services. These other websites are not under NATIVAPPS’s control, and THE USER acknowledges that NATIVAPPS is not responsible for the content, functionality, accuracy, legality, appropriateness, or any other aspect of these websites or resources. Including such links does not imply NATIVAPPS’s endorsement. Furthermore, THE USER acknowledges and agrees that NATIVAPPS is not liable for any damages or losses caused or allegedly caused by the use of or reliance on any content, goods, information, or services available on such external sites or resources.