Yojma Fan Membership Terms and Conditions

THIS AGREEMENT OF TERMS AND CONDITIONS IS ENTERED INTO BY GFC YOJMA INTERNACIONAL, S.A. DE CV, WHICH HEREIN WILL BE DESIGNATED AS "LICENSOR" AND / OR "YOJMA" AND ON THE OTHER PART THE NAME OF THE CONTRACTING PARTY WHEN ACCEPTING THE TERMS AND CONDITIONS HEREIN, HE WILL BE DESIGNATED AS "LICENSEE" , THE SAME AGREEMENT THAT BOTH PARTIES ENTER INTO, IN THE BASIS OF THE FOLLOWING STATEMENTS AND CLAUSES:

DECLARATIONS

I.- Declares the “LICENSOR”, through its representative:

That it is a legally constituted company in accordance with the laws of the Mexican Republic and that its legal representative has all the powers to enter into this contract;

That has its address at C. Alabama # 2417 Col. Quintas del Sol C.P. 31214 Chihuahua Chihuahua Mexico same that indicates for all legal purposes and effects that may arise.

That it is dedicated, among other activities, to offering video-on-demand streaming services through the internet through subscription and membership payment, in addition to the distribution and commercialization of various products and services, mainly films, series, documentaries (The Products), organization of special events, as well as cinema functions in public and private exhibitions and other services related to said activity.

That he is the legitimate owner of the "Software and YOJMA Brand" that is the subject of this contract and may legitimately grant the "LICENSEE" the license referred to in this contract.

That you agree to grant in favor of the "LICENSEE" a non-exclusive and non-transferable use license of the computer program owned by the "LICENSOR", which are described in Annex "A" of this contract (hereinafter, the "Software ”), In accordance with the terms and conditions stipulated in this contract.

 II.- Declares the "LICENSEE", through his representative:

 That he is a natural person in accordance with the laws of Mexico or the country he or she is in and that he has all the powers to enter into this contract.

What does it require to use, under the terms and conditions set forth herein, the Software owned by the "LICENSOR".

That you want to have an individual, non-transferable and non-exclusive license over the Yojma Software and Brand in accordance with the terms and conditions agreed in this contract.

That all the information you provide is accurate and truthful.

That he knows the policies and procedures, as well as Yojma's compensation plan, with which he fully agrees.

That it has the legal capacity to enter into this agreement.

Having stated the foregoing, both parties agree to be bound in accordance with the provisions of the following:

CLAUSES

FIRST.- GRANTING OF THE LICENSE.

THE "LICENSOR" by this act grants the "LICENSEE" and the "LICENSEE" accepts from the "LICENSOR", an individual, non-transferable and non-exclusive LICENSE to use the Software and the Yojma Brand owned by the "LICENSOR" as described in the Second clause of this contract to be used exclusively during the term of this contract, which defines the following LICENSE usage modalities: It is understood that the "LICENSE" is used or installed when it is downloaded into the temporary memory ( RAM) or in the permanent memory (hard disk) of the computer and / or electronic device in question, whether cell phone, Smart TV, etc., and / or the streaming stream of said software.

Definitive: Unlimited in time, protected by the system invoice and activated when fully paid.

Temporary: It remains active for a time limit when paying by credit. The activation deadline is set based on the payment date of each subscription. In case of not receiving payment, the license is deactivated without the possibility of accessing data.

PROCEDURE FOR LICENSE ACTIVATION:

 Once the "LICENSOR" accepts the registration form of the "LICENSEE" and issues a Promotion Code and the latter accepts this contract on the subscription page and starts with its own YOJMA Subscription, it is granted to " LICENSEE ”the non-exclusive right to promote subscriptions for membership plans and YOJMA products at a price determined by YOJMA, which is in effect on the date of each of the subscriptions, as well as to promote said membership plans and / or plans through their commercialization to the consumer public at prices determined by YOJMA, all in accordance with the guidelines that are established in the terms of Policies and Procedures as well as in the terms of use of YOJMA services and products.

The Registration Form found in https://yojma.com/home?auth=register, which is also sent by email and this Contract, constitute the totality of the agreements entered into between "YOJMA" and the "LICENSEE". Any promise, declaration, offer or communication of any other type that is not expressly contemplated in the Contract will be invalid. or effect.

INACTIVITY

For all the purposes of this contract, the following will be considered Inactive “LICENSEE”:

Whoever does not pay for a Yojma User License (Yojma Fan Membership).

Whoever does not renew their Yojma Fan Membership.

For all purposes of this contract, Active Membership Plans are considered to be all Membership Plans that are actually paid after the Free Trial period.

SECOND.- SOFTWARE.

The Software shall be understood to include:

  1. The version of the software running and ready to run.
  2. Related documentation contained in printed or digital form.
  3. Any update or modification of the Software delivered to the "LICENSEE", by this contract.
  4. Related materials.

This agreement does not grant the "LICENSEE" the right to the source code of the Software.

All updates and documentation and / or materials related to the Software will be regulated by the terms and conditions of this contract and will be available to the "LICENSEE" during the term of this contract, according to the Acquired License Plan, and provided that the "LICENSEE" is up to date on their payments.

 THIRD.- VALIDITY.

The validity of this contract will be limited to a period of 6 months, counted from the date the Software was downloaded, installed, enabled or otherwise delivered to the "LICENSEE", whichever occurs first, and the completion of the single payment for this first semester, and will continue in force as long as the "LICENSEE" complies with the Terms and Conditions of this Contract. In the event of termination for any reason, the "LICENSEE" undertakes to uninstall the Software and return or destroy it, as indicated by the "LICENSOR", as well as what is included in the SECOND clause of this contract.

At the end of the first year mentioned above, the "LICENSEE", if he wishes to continue using the "Yojma" License, must make the payments described and specified in Annex A, to continue with the licensing described here.

Así mismo, al término del primer semestre antes mencionado el “LICENCIATARIO” si desea continuar en uso de la suscripción a la plataforma de http://www.yojma.tv o http://www.yojma.com el “LICENCIATARIO” deberá realizar el pago de los planes correspondientes para tener acceso a la plataforma de http://www.yojma.tv, o http://www.yojma.com de lo contrario ya no tendrá acceso al mismo.

The "LICENSOR" has the power to block the license remotely, disable its functionality and keep the password for access to the database of the system not covered in its

 FOURTH.- USE OF THE “SOFTWARE”.

In accordance with the provisions of this contract, the "LICENSEE" may use the Software and the Yojma Brand exclusively for their internal business operations; Therefore, the "LICENSEE" will not allow any third party to use the Software and the Yojma Brand. It is agreed that the "LICENSEE" may only obtain access to the Software for PROMOTION purposes. In said access (s), the "LICENSEE" agrees to reproduce all notices of copyright, trademarks, and in general industrial and intellectual property rights of the "LICENSOR". In the event that the "LICENSEE" obtains unauthorized access in the clauses of this contract, the "LICENSEE" will be infringing it, as well as the provisions of the Federal Copyright Law and the Industrial Property Law and other relative provisions. Therefore, the "LICENSOR" will have the right to exercise the legal actions that may arise.

 Except as provided above, the "LICENSEE" agrees not to copy, reproduce, translate, modify, adapt, compile, disassemble or apply reversible engineering to the Software.

 FIFTH.- CANDIDATES.

THE "LICENSEE" may, if he so wishes, present to YOJMA new candidates for LICENSES (YOJMA FAN MEMBERS) that if they are accepted with that quality by YOJMA, will operate under the invitation line of the "LICENSEE" and will become an integral part of your group of distributors, in the terms of the Policies and Procedures as well as in the terms of use of YOJMA services and products, as Annex A, which will be available in the account of each Distributor accepted by Yojma, this Annex A may be modified in whole or in part at any time by Yojma, given prior notification to the "LICENSEE".

SIX.- PROPERTY.

All trademarks, intellectual property, semiconductor topographies, circuit distribution, designs, trade secrets and other intellectual property rights in, or related to, the Software are and will remain the exclusive property of the "LICENSOR" whether recognized or perfected specifically or not according to the laws of the country where the Software is located. It is protected BY THE PROVISIONS OF THE FEDERAL LAW OF COPYRIGHT OF MEXICO AND THOSE OF THE APPLICABLE INTERNATIONAL TREATIES and, for this reason, IT MAY NOT BE DUPLICATED BY THE “LICENSEE”, unless it is done for endorsement purposes or to replace defective copies. In both cases, you must explicitly note that it is a copy of the SOFTWARE, IT IS STRICTLY FORBIDDEN TO REPRODUCE, PHOTOCOPY OR IN ANY OTHER WAY TO DUPLICATE THE CONTENT OF THE MANUAL AND / OR INSTRUCTION FOR USE THAT ACCOMPANIES THE SOFTWARE.

The "LICENSEE" may not take any action that damages the property rights of the "LICENSOR" nor will he acquire any rights in the Software or the Yojma brand, except for the limited rights of use specified in this contract. The "LICENSOR" will own all rights in any copy, translation, modification, adaptation or derivation of the Software, including any improvement or change thereof.

The "LICENSOR" will defend or attend any claim, judgment or procedure that a third party brings against the "LICENSEE", arguing that the Software or its use in accordance with this contract infringe the Intellectual Property rights of third parties, for violation of any patent, trademark, Confidential Information or Rights of

The "LICENSOR" will not have any responsibility for claims based on the combination, operation, use or use of the Software licensed under this contract with products, data or programs not supplied by the "LICENSOR", or that originate from the alteration or modification of the Software not made by the "LICENSOR" or the use of a Software in an environment other than the operating environment specified in the respective User Manual.

 SEVENTH.- UPDATES

 The UPDATE process is only allowed to update from a previous version to the most recent one and not to increase the number of concurrent users. If you want to use additional users for the SOFTWARE, the corresponding licenses must be acquired.

In accordance with the subscription marketing system of the Membership Plans and YOJMA products, the company has the power to periodically set, in a general manner, the sale prices to the consumer public of the products, which will be communicated in a timely manner in the account of the "LICENSEEES", simultaneously with the communication made to them of any variation that YOJMA determines for the prices for the sale of the Membership Plans.

The Terms and Conditions, the Policies and Procedures of YOJMA or the Compensation Plan, Annex A and the Code of Conduct (collectively referred to as the "CONTRACT") are considered an integral part of this contract and may be amended from time to time. The "LICENSEE" agrees that any revision or amendment will be binding on his person upon the publication of such revisions. The violation of the foregoing will include sanctions from retention and / or suspension of bonuses until the early termination of this contract.

 If a provision contained in the CONTRACT is considered invalid or unenforceable, said provision will be amended, only to the extent necessary, so that it can be considered applicable, while the rest of the CONTRACT will continue to have full force and effect.

 EIGHTH.- CONFIDENTIALITY.

 The "LICENSEE" acknowledges that the Software includes confidential proprietary information developed or acquired by the "LICENSOR". The "LICENSEE" will take all necessary precautions to protect the confidentiality of the Software, and other confidential information of the "LICENSOR", including the following actions:

 (I) Those taken by the "LICENSEE" to protect their own confidential information.

 (II) Those that the "LICENSOR" may reasonably request from time to time, whenever possible by the "LICENSEE".

 The "LICENSEE" will not permit the removal or alteration of any confidentiality or proprietary notices posted or appearing on the Software and / or its related materials. The placement of notices of Industrial Property rights in these articles will not constitute publication or otherwise undermine their confidential nature.

 NINTH.- DISCLOSURE AND UNAUTHORIZED USE.

The "LICENSEE" will not disclose to any person, in whole or in part, the Software and / or its related materials, as well as the publication of performance test results and other confidential information derived from this contract.

Likewise, the "LICENSEE" accepts and transfers to YOJMA both the moral and the industrial property on the content prepared directly or indirectly, at the request of YOJMA or on its own initiative, registered by any electronic means both in video and in sound or text, understanding that it holds the corresponding rights fully and without exception, in its entirety, so YOJMA may make use of it for promotional and / or commercial purposes without more limitations than those established by the applicable law, without consideration for no type.

TENTH. LIMIT OF LIABILITY.

 The "LICENSOR" will not be liable in any case for direct, indirect, foreseen and unforeseen damages and other damages of any nature including loss of information or profits that "LICENSEE" and / or its own clients may suffer, as a direct consequence or indirect operation or non-operation of the Software referred to in this contract.

 ELEVENTH.- SOFTWARE LICENSE CANCELLATIONS.

In the event that the "LICENSEE" wishes to cancel the use of the Software, he must notify the "LICENSOR" in writing with a minimum of 30 (thirty) calendar days prior to the date on which he wishes to cancel the Software and said cancellation will be made in the manner immediate.

 IF THE “LICENSEE” PROCEEDS TO CANCEL THE SOFTWARE, THE “LICENSOR” WILL NOT MAKE A REFUND OR MONEY BACK under any circumstances, in accordance with the provisions of this contract.

 TWELFTH.- SUPPORT PLAN.

 It is the Technical Support service that the "LICENSOR" offers to the "LICENSEE" for advice and solution to problems that may arise in the Software products licensed here. The "LICENSEE" must report any problem or request advice following the procedure that is in force for this purpose.

 THIRTEENTH.- LABOR.

The "LICENSOR" takes under its sole responsibility the obligations inherent to the labor relations that it maintains with the people it employs for the provision of its services, without this discharge being some type of worker-employer relationship as ordered in the Federal Labor Law valid.

FOURTEENTH.- CHARGES FOR LICENSE AND TECHNICAL SUPPORT.

In consideration of the license rights to use the Software as well as the corresponding Support Plan, granted to the "LICENSEE" on the occasion of the execution of this contract, the "LICENSEE" agrees to pay the "LICENSOR" the charges stipulated in the authorized quote and signed by both parties and / or at the prices described on the website of the "LICENSOR", within the payment plan agreed between the "LICENSOR" and the "LICENSEE" against the presentation of the respective invoice and in the form that the "LICENSOR" indicates previously.

 The charges mentioned in the quotation will be understood to be denominated in pesos, the legal currency of the United Mexican States and the payment must be made in that currency or its equivalent in National Currency, at the applicable exchange rate to settle obligations denominated in foreign currency payable in the Mexican Republic in force on the date of payment as established by the Bank of Mexico.

FIFTEENTH.- SESSION.

These license rights conferred on the "LICENSEE" pursuant to this contract may not be assigned, licensed or in any other way transmitted, without the prior written authorization of the legal representative of the "LICENSOR".

 SIXTEENTH.- RELATIONSHIP BETWEEN THE PARTIES.

Nothing stipulated in this contract empowers any of the parties to assume or impose obligations on the other, neither against third parties, nor in any way, other than those agreed in this contract, nor creates a representation relationship between the parties , labor, agency or mandate.

 SEVENTEENTH.- NON-COMPLIANCE DUE TO CASE OR FORCE MAJEURE.

 The parties will not be responsible for faults or delays in complying with the obligations of this contract, due to acts of God or force majeure. These causes will not exempt the

"LICENSEE" of the payment of the sums owed to the "LICENSOR" at that time.

 EIGHTEENTH.- ANNEXES AND CONTRACT.

 This contract includes all the agreements between the "LICENSEE" and the "LICENSOR" and no other affirmation, declaration or proposal not contained here, shall bind the "LICENSOR" as a guarantee or in any other way.

The annexes of this contract and the futures that were signed by the parties, will form an integral part thereof and their terms and conditions will be binding on them.

EIGHTEENTH BIS.- MODIFICATION, DIVISION AND WAIVER.

This contract may only be modified or amended by means of a written document duly signed by both parties or accepted by electronic means. If any or some of the provisions of this contract were considered for any reason, as illegal or unenforceable, these will not affect the validity of the other provisions of this contract that were considered for any reason, as illegal or unenforceable, they will not affect the validity of the other provisions of this contract. Abstention or delay by any of the parties in the exercise of any right or power that corresponds to it under this contract shall not be construed as a waiver to exercise said right or power.

If a provision contained in the CONTRACT is considered invalid or unenforceable, said provision will be amended, only to the extent necessary, so that it can be considered applicable, while the rest of the CONTRACT will continue to have full force and effect.

Contract modifications. Subject to the Rules of Conduct, YOJMA may modify the terms and conditions of this Contract, in whole or in part, as well as those of the Associated Documentation, announcing said modification in the account of each "LICENSEE", including the site (s) / s official website / s of YOJMA. You can also do it through any other legally permitted mechanism. All modifications will enter into force on the date expressed in the aforementioned announcement, however such entry into force may be earlier than (4) four weeks from the date expressed in the announcement, unless another term is required by law.

En el caso de que la modificación del Contrato venga impuesta por la necesidad de adaptar la totalidad o parte del mismo a normas imperativas, entrará en vigor inmediatamente tras su adopción por YOJMA.

In the event that the "LICENSEE" is dissatisfied with the aforementioned modifications, he will have the right to terminate the Contract immediately, without the right, however, to claim any compensation, which he expressly renounces as necessary.

Assignment. The "LICENSEE" cannot assign this Agreement, nor can the rights or obligations arising from it be assigned nor can it delegate its fulfillment to third parties, without the prior written consent of YOJMA.

 The "LICENSEE" accepts and acknowledges that he is not an employee or a representative of YOJMA and that the Contract does not create any employment relationship of any kind between you and YOJMA. You will act as DISTRIBUTOR with respect to the Agreement.

THE "LICENSEE", determines its own objectives, hours, location and sales methods, respecting the conditions of the Contract.

The parties acknowledge that the Contract that binds them excludes any employment, license, franchise, agency or partnership relationship or, as well as any other type of dependency relationship between THE "LICENSEE" and YOJMA.

Through this document, the "LICENSEE" waives any claim to the contrary.

Additionally, the "LICENSEE" agrees not to use the company name, trade name or any of the YOJMA brands or other intellectual property rights of which YOJMA or its affiliates are the owners or licensees without the express written consent of YOJMA.

You acknowledge that any consent to use will constitute only a limited license.

The "LICENSEE" agrees not to:

Take any action that could infringe such rights or undermine YOJMA's trade name or reputation, as well as the trademarks and commercial reputation associated with them;

Use trademarks for products or services similar to those of YOJMA;

Promote, sell, use or incorrectly associate products or services produced by third parties with the reputation, brands, commercial name or notoriety of YOJMA.

Likewise, the "LICENSEE" agrees that he is responsible for all expenses arising from the registration, registration and operation of his business activity as a Distributor, whether regional, local, state, as well as any expense arising from his condition as Distributor

NINETEENTH.- APPLICABLE LEGISLATION AND JURISDICTION.

For everything not provided for in this contract, the parties agree that the leading provisions of the Commercial Code and additionally the Federal Civil Code apply, as well as those of the Federal Copyright Law and the Industrial Property Law , in everything that is not opposed to what is stipulated in this contract.

In the case of any controversy between the "LICENSOR" and the "LICENSEE" regarding the interpretation and fulfillment of this contract, the parties expressly submit to the jurisdiction of the competent courts of the city of Chihuahua, Chihuahua Mexico, waiving jurisdiction or jurisdiction that may correspond to them by reason of their present or future addresses.

 TWENTIETH.- TERRITORY AND EXCLUSIVITY.

The parties agree that the commercial distribution of this contract may be carried out only through the "LICENSOR" through the YOJMA platform, subject to the provisions of Annex A.

The "LICENSEE" may not market directly or through a person other than the distributor for the products mentioned in the first clause of this contract.

Having read that this Contract was done by the parties involved and aware of its content and legal effects, the "LICENSEE" accepts that he signs it by common agreement in all his capacities and in sound judgment digitally by accepting the Terms and Conditions Before making the payment of your License, the day of its acceptance as established in the digital signature section, accepting the terms and conditions box.

Last update: November 3, 2020