Terms and Conditions of Use

Company: Nqual5 S. de R.L. de C.V.

Address: Aguascalientes, Mexico

Last Updated: January 30, 2026

1. Definitions and Acceptance of Terms

These Terms and Conditions of Use ("Terms") govern access to and use of the MIIA platform (the "Service"), provided by Nqual5 S. de R.L. de C.V. ("we", "our" or "the Company"), with tax domicile in Aguascalientes, Mexico.

Key definitions:

• User: any individual or legal entity that accesses and uses the Service.

• End customer: the person or entity with whom the User interacts through the Service.

• Token: the unit of measure for consumption, equivalent to a response generated and sent by the automated MIIA agent (as established in these Terms and, where applicable, Section 10.1).

• Content: any data, text, file, image, audio, video, link, financial information, Input (content provided by the User) and Output (content generated by the Service).

By creating an account, accessing, or using the Service, the User acknowledges that they have read, understood, and accepted these Terms and agrees to comply with them. If the User does not accept these Terms, the User must refrain from using the Service.

The Company may update these Terms periodically to reflect improvements, legal changes, or security changes. When such changes materially affect the User's rights, the User will be notified at least 30 days in advance via the registered email address or a notice within the platform. Continued use of the Service after the effective date of the changes constitutes acceptance of such changes.

Likewise, the User agrees that any dispute will be resolved individually and not as part of a class action, unless applicable law provides otherwise.

2. Company Information

The Service is operated by Nqual5 S. de R.L. de C.V., a company duly incorporated under the laws of the United Mexican States, with tax domicile in Aguascalientes, Mexico.

Official contact details:

• General support: soporte@mi-ia.ai

• Privacy and data protection: privacidad@mi-ia.ai

• Web contact form: available on the Service's official website.

Privacy Officer (DPO): Legal Department of Nqual5 S. de R.L. de C.V., responsible for handling requests and inquiries related to personal data protection and compliance with applicable regulations, including GDPR and other international regulations.

3. Registration and Access

Legal capacity: The Service is intended for individuals or legal entities with legal capacity to contract. To create an account, the User must be at least 18 years old or have valid legal representation.

Account registration: The User agrees to provide truthful, current, and complete information during the registration process and to keep their information updated. The User is responsible for maintaining the confidentiality of their access credentials and for all activities carried out through their account.

Authorized use: If the User creates an account or uses the Service on behalf of a legal entity or a third party, the User represents and warrants that they have sufficient authority to accept these Terms on its behalf.

Account restrictions: The User may not share, assign, or transfer their access credentials to third parties without the Company's express authorization. The Company reserves the right to suspend or cancel accounts that violate this provision or that show suspicious or unauthorized activity.

4. Scope of the Service

The MIIA Service enables the automation of communication and sales processes through official integrations with third-party platforms such as Facebook, Instagram, and WhatsApp, as well as other compatible digital channels. Its main functionalities include:

• Automatic responses and conversation follow-up.

• Processing and analysis of text, audio, image, and video.

• Sending messages/campaigns for commercial purposes only when the channel and applicable regulations allow it, and in accordance with the corresponding provider's policies.

• Generating reports and metrics on communication and sales activity.

• Integration with third-party databases, sales segments, and predictive analytics tools through artificial intelligence.

Access to the Service is free, with a payment scheme based on the consumption of Tokens, understood as each response generated and sent by the MIIA agent. The Company may expand, improve, or temporarily restrict functionalities in order to maintain the quality, security, or legal compliance of the Service.

4.1 Scope and exclusions (Includes / Does not include)

The User acknowledges and agrees that the Service consists of enabling and operating AI-based conversational agents within the MIIA platform, based on configurations and instructions provided by the User.

Includes (in general):

• Access to the platform and its features available according to the plan/consumption.

• Configuration of the agent according to the instructions provided by the User.

• Operation of the agent and generation of automated responses.

• Metrics and reports available within the platform.

Does not include, unless expressly agreed in writing (plan, service order and/or scope appendix):

• Development of custom features or "programming" of new modules.

• Guarantee of accuracy in results, calculations, prices, inventory, taxes, or figures.

• Automatic validation of data against the User's internal systems, unless an enabled integration exists.

• Specific commercial results (sales, conversion, retention, etc.).

• Guarantee of approval, verification, or availability of third-party services.

4.2 Change requests / additional functionalities (Change Request)

Any improvement, integration, additional module, non-included functionality, or adjustment that involves development or additional configuration may be managed as a Change Request. The Company may provide an estimate of scope, cost, and time. There is no obligation to deliver additional functionalities without the User's express acceptance (in writing or through formal mechanisms within the platform).

4.3. Third-party integrations: (Meta/WhatsApp/Instagram and others)

The User acknowledges that the Service depends, in part, on third-party platforms and providers. The Company does not guarantee continuous availability, approval, verification, enablement, continuity of accounts, numbers, APIs, or third-party permissions. Suspensions, blocks, rejections, policy changes, or third-party interruptions do not constitute a breach by the Company and do not entitle the User to a refund.

5. Permitted and Prohibited Use

The User agrees to use the Service only for lawful and authorized purposes. The following are expressly prohibited:

• Using the Service to carry out illegal or fraudulent activities or infringe third-party rights.

• Distributing pornographic, violent, discriminatory, political, hateful content, or content that violates human dignity.

• Sending unsolicited mass communications (spam) or using the Service for identity impersonation or disinformation.

• Attempting to circumvent security measures, perform reverse engineering, decompile, or extract information without authorization.

• Using the output generated by the MIIA agent as the sole source of information in processes involving critical risks (e.g., financial, medical, legal, or employment decisions).

The Company reserves the right to immediately suspend or cancel the User's account for engaging in these prohibited uses, with no obligation to provide any refund. Likewise, the User assumes full responsibility for any damage or harm caused by misuse of the Service.

6. Content and Ownership Rights

Ownership of User content: The User retains all intellectual property rights over the content they provide to the Service (Input), including texts, images, audios, videos, financial data, or other information.

Ownership of generated content (Output): The content generated by the MIIA agent belongs to the User, granting the Company a non-exclusive, royalty-free, worldwide license to use such content solely for maintenance, development, improvement, and regulatory compliance of the Service.

Internal use of content: The Company may use the User's content in an anonymized and aggregated manner to improve artificial intelligence models, develop new functionalities, and perform statistical analyses, always respecting privacy laws and copyright.

Limitation on use of output: The User acknowledges that generated content may not be unique and that other users may obtain similar results. The User also agrees not to use such content as the sole source of information for critical decisions or decisions with legal, financial, or health impact.

Rights to the platform: All rights, title, and interest in the MIIA platform, including its software, design, interface, trademarks, logos, and functionalities, belong exclusively to the Company or its licensors and are protected by applicable intellectual property laws.

7. Personal Data and Privacy

The Company collects, processes, and stores Users' personal data solely for the purposes of providing, maintaining, and improving the Service, in compliance with applicable legislation, including Mexico's Federal Law on Protection of Personal Data Held by Private Parties, the General Data Protection Regulation (GDPR - European Union), and other international regulations where applicable.

Data processed: names, email addresses, phone numbers, account identifiers, payment information, and conversation data that the User voluntarily provides. If the User transmits sensitive or financial data, the User will be responsible for ensuring they have the data subjects' consent.

Storage and security: data are stored in encrypted form on secure infrastructures that may include third-party cloud services (e.g., DigitalOcean, AWS, Google Cloud, Firebase, and S3). The Company implements administrative, technical, and physical measures to protect information against loss, misuse, or unauthorized access.

International transfers: the User agrees that their data may be transferred and processed outside their country of origin, always with protection levels equivalent to or higher than those required by applicable law.

User rights: the User may exercise their rights of access, rectification, cancellation, and objection, as well as request the deletion of their data ("right to be forgotten"), by contacting privacidad@mi-ia.ai or using the form available on the Service's official website.

Retention: personal data will be retained while the User's account remains active or as long as necessary for providing the Service and complying with legal obligations. Once the relationship ends, the data will be securely deleted or anonymized.

Privacy notice: detailed information on data processing is contained in the Privacy Notice, an integral part of these Terms.

8. Accuracy and Limitations of AI

The User acknowledges that the artificial intelligence technology used by the MIIA Service is based on probabilistic models and machine learning, which may generate inaccurate, incomplete, or non-up-to-date results. Although the Company continuously works to improve its algorithms and the quality of responses, it does not guarantee that generated content will be error-free or suitable for all purposes.

Known limitations:

• Generated content may vary depending on the interaction context and should not be considered professional advice (for example, financial, legal, medical, or any other specialized advice).

• The Service does not guarantee the absolute accuracy of proper names, locations, financial data, or any critical information included in the output.

• Information may not be up to date with respect to regulatory, political, social, or market changes.

8.1 Exact calculations and "source of truth" (pricing, quotes, etc.)

When the User requires exact calculations (for example: prices, quotes, taxes, commissions, inventory, or arithmetic operations), a tool or integration defined by the Company must be enabled (for example: an API, database, the User's system, or another "source of truth"). In the absence of such a tool/integration, any figure generated by the AI is referential and the User must verify it before using it or sending it to third parties.

User responsibility:

• The User is responsible for reviewing, validating, and, where appropriate, supplementing the information obtained before using it in decision-making processes that may affect their business or third parties.

• A human verification process is recommended when generated information has legal, financial, health, educational, or any other implications that may have a significant impact.

Disclaimer of liability: The Company will not be liable for losses or damages arising from the use of incorrect, incomplete, or outdated information generated by the MIIA agent, except as expressly required by applicable law.

9. Platform Intellectual Property

All rights, title, and interest in the MIIA platform, including its software, design, source code, databases, algorithms, artificial intelligence models, interfaces, logos, trademarks, visual content, and any other technical or creative element associated with it, are the exclusive property of Nqual5 S. de R.L. de C.V. or its licensors.

Limited license to use:

The User is granted a limited, non-exclusive, non-transferable, and revocable license to access and use the MIIA platform only in accordance with these Terms and for legitimate purposes of communication, sales, and authorized process automation. In no event is the User granted the right to:

• Copy, modify, distribute, resell, or create derivative works of the software or its components.

• Reverse engineer, decompile, disassemble, or attempt to obtain the source code, except where expressly permitted by law.

• Use any registered trademark, logo, or distinctive sign of the Company without prior written authorization.

Use of trademarks and logos:

Use of the name "MIIA", its logos, or any other corporate identity graphic element may only be carried out in accordance with authorizations expressly granted by the Company. Any unauthorized use may result in immediate termination of the account and corresponding legal actions.

The User acknowledges that the license granted does not imply the transfer of any intellectual property right over the platform, but only a temporary permission of use governed by these Terms.

10. Payments and Billing

Basic access to the MIIA Service is free. However, certain advanced functionalities or the consumption of additional resources are subject to a Token-based billing scheme, where Tokens represent each response generated and sent by the automated MIIA agent.

10.1 Operational definition of "sent response" (for Token billing)

For consumption and billing purposes, a "sent response" is considered to occur when:

• The Service generates an Output and processes it for sending through the corresponding channel

• The Service receives technical confirmation of the delivery attempt to the channel provider or completes the sending flow according to system logs.

The User acknowledges that there may be automatic retries or duplicates due to channel issues or third-party latency. The Company will implement reasonable measures to minimize duplicates; however, it does not guarantee zero duplication when the cause is external.

Payment methods:

The User may make payments using the methods available on the platform, which may include credit cards, debit cards, electronic transfers, and other authorized mechanisms. All payments are processed through external payment service providers that comply with international security standards.

Billing:

• The Company will issue digital tax invoices (where applicable) in accordance with Mexican law.

• The User is responsible for providing correct tax information for invoicing.

• Applicable fees and charges will be disclosed before payment confirmation.

10.2 Refunds and cancellations

Payments made are non-refundable, unless applicable law provides otherwise or the Company determines that there has been an error attributable to the billing system.

In particular, there will be no refunds for:

• Services already rendered (including configuration, training, consulting, accompaniment, or platform enablement).

• Token consumption or use of functionalities.

• Voluntary cancellation or lack of use of the Service.

• The User's expectations regarding functionalities not included in the contracted scope.

• Events attributable to third parties (for example: blocks, outages, rejections, policy changes, verification of numbers/accounts, or unavailability of external platforms).

The User may cancel their account at any time; however, cancellation does not automatically entitle the User to a refund of unused balances.

Price changes:

The Company may update its fees or pricing structure with at least 30 days' prior notice. Continued use of the Service after the effective date of the new fees constitutes acceptance of such changes.

11. Termination and Suspension

Voluntary termination: The User may terminate their account at any time through the mechanisms enabled within the platform or by an express request sent to the official support email.

Suspension or termination for breach: The Company may temporarily suspend or permanently cancel the User's account when:

• A breach of these Terms or applicable regulations is detected.

• Use of the Service represents a risk to the security, integrity, or stability of the platform or third parties.

• Fraudulent, suspicious, or unauthorized activity linked to the account exists.

Notice: To the extent possible, the Company will provide prior notice to the User of the suspension or cancellation of the account, unless immediate action is necessary to protect the system or third parties.

Effects of termination:

• Access to the account and associated data will be disabled upon termination.

• Personal data will be handled in accordance with the privacy policy and may be deleted or anonymized as established by applicable regulations.

• There will be no obligation to refund unused balances, except as expressly required by law or a favorable decision in a valid User claim.

Inactive accounts: The Company may delete or deactivate accounts that remain inactive for a period longer than 12 months, with prior notice to the User.

12.Warranties and Disclaimers

Service "as is": The MIIA Service is provided "as is" and "as available." The Company makes no warranties of any kind, express or implied, including, without limitation, warranties of merchantability, fitness for a particular purpose, uninterrupted availability, absence of errors, or absolute accuracy of the results generated by the automated agent.

Third-party disclaimer: The Company will not be responsible for services, content, or products provided by third parties through integrations with the Service (for example, social networks, messaging services, payment providers, or cloud storage), which will be governed by their own terms and conditions.

Limitation of generated content: Due to the nature of artificial intelligence and machine learning, the User understands that:

• Generated responses may be inaccurate, incomplete, outdated, or not suitable for the User's specific case.

• The information should not be used as the sole basis for critical decisions (financial, legal, medical, employment, educational, or other).

Assumption of risk: By using the Service, the User agrees to assume all risks arising from the use of responses generated by the MIIA agent and releases the Company from any liability for direct or indirect damages that may arise from relying on such information, except to the extent that applicable law provides otherwise. (See also Section 8.)

13. Limitation of Liability

To the extent permitted by applicable law, the Company's total liability, as well as that of its directors, employees, partners, agents, and suppliers, to the User for any claim arising out of or related to use of the Service will be limited to the amount actually paid by the User during the last month prior to the event giving rise to the claim.

Exclusion of indirect damages: In no event will the Company be liable for indirect, incidental, special, consequential, or exemplary damages, including, without limitation, loss of profits, data, business opportunities, reputation, service interruptions, or any other economic or commercial loss, even if the Company was advised of the possibility of such damages.

Third-party services: The Company will not be liable for malfunction, unavailability, or failures of third-party services integrated into the MIIA Service, including social networks, messaging services, cloud providers, or payment processing services.

Use at the User's risk: The User acknowledges that use of the Service is at the User's own risk and agrees that the generated information may not be suitable for critical decisions, assuming full responsibility for its use.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation of liability for certain damages, so these limitations may not fully apply to the User. In such cases, the Company's liability will be limited to the minimum legally permitted.

14. Indemnification

The User agrees to indemnify, defend, and hold harmless the Company, its affiliates, directors, employees, representatives, and suppliers from and against any claim, demand, damage, loss, liability, cost, or expense (including reasonable attorneys' fees) arising out of:

• Misuse of the Service or its content.

• The User's violation of these Terms or by any person using the User's account.

• Infringement of third-party rights, including intellectual property, privacy, or confidentiality rights.

• The introduction of illegal or false data or data provided without the data subjects' consent.

This indemnification obligation will survive the termination or cancellation of the User's account and/or the end of use of the Service.

15.Dispute Resolution

Governing law: These Terms will be governed by and construed in accordance with the laws of the United Mexican States, without prejudice to conflict-of-laws provisions.

Arbitration: Any dispute, controversy, or claim arising out of or related to the use of the Service will be finally resolved by private and confidential arbitration, administered in accordance with the rules of a recognized arbitration center in Mexico. The seat of arbitration will be the city of Aguascalientes, Mexico, and the language of the proceedings will be Spanish.

Class action waiver: The User agrees that any claim will be brought only on an individual basis and not as part of a class, consolidated, or representative action. The User is expressly prohibited from participating in class actions against the Company.

Exceptions: This clause does not prevent the User from bringing individual claims before small claims courts or seeking urgent injunctive relief when necessary to protect the User's immediate rights.

Notice and informal resolution: Before initiating formal arbitration, the User must send written notice to the Company through the official web form or to soporte@mi-ia.ai describing the dispute and proposing a solution. Both parties agree to attempt to resolve the dispute in good faith for a period of 30 days before proceeding to arbitration.

15.1 Non-waivable rights

Nothing in this Section limits the User's non-waivable rights where mandatory rules apply (including, where applicable, consumer protection provisions) to the extent that such rules apply and cannot be validly waived.

16. Copyright and Infringement Reports

The Company respects third-party intellectual property rights and expects Users to do the same.

Infringement reports: If the User or any third party believes that any content available on the platform infringes copyright or other intellectual property rights, a notice may be sent to:

• Email: soporte@mi-ia.ai

• Web form: available on the Service's official website

The notice must include:

• Identification of the copyrighted material claimed to have been infringed.

• Identification of the allegedly infringing material, with sufficient information to locate it on the platform.

• Contact details of the claimant (name, address, phone number, and email address).

• A statement under penalty of perjury that use of the material is not authorized by the rights holder, its agent, or the law.

• A statement that the information provided in the notice is accurate and that the claimant is authorized to act on behalf of the rights holder.

The Company will review the request and, if appropriate, will remove or disable access to the content identified, and will take the necessary actions with respect to the responsible account.

17. Compliance with International Trade Laws

The User agrees to use the MIIA Service in compliance with all applicable laws, regulations, and provisions related to export controls, economic sanctions, and international trade.

Geographic restrictions:

The Service may not be used, exported, re-exported, transferred, or made available directly or indirectly in the following cases:

• Countries or territories subject to international sanctions, including, among others, North Korea, Iran, Syria, Sudan, and any others listed on official trade restriction lists.

• Persons, entities, or groups included on restricted party lists published by competent authorities.

User obligations:

The User represents and warrants that:

• The User is not located in a country subject to international sanctions.

• The User is not included on any restricted party list.

• The User will not use the Service for purposes prohibited by international trade laws, such as the development or proliferation of weapons, illicit activities, or transactions with sanctioned entities.

The Company may suspend or terminate access to the Service if it detects non-compliance with this section or receives instructions from competent authorities related to trade or export restrictions.

18. Languages and Prevailing Version

These Terms and Conditions are originally drafted in Spanish, and that Spanish version is the official and binding version. Translations into other languages, such as English, may be made available for convenience. In the event of any discrepancy between the Spanish version and any translation, the Spanish version will prevail.

International scope:

The User acknowledges that the Service may be available in multiple jurisdictions and therefore must comply with the applicable regulations in the place where the User is located when using the platform. The Company does not guarantee the availability of the Service in all countries or that the content is appropriate or lawful in all locations.

Legal notices:

Any official communication related to these Terms will be made in Spanish, unless the parties expressly agree otherwise in writing.

19. Modification of the Terms:

The Company reserves the right to modify, update, or replace these Terms and Conditions at any time to reflect changes in the Service, legal, regulatory, security, or operational improvements.

Notice of changes:

When modifications are made that materially affect the User's rights or obligations, the Company will provide at least 30 days' prior notice by:

• Sending an email to the address registered by the User.

• Posting a prominent notice within the platform.

Acceptance of changes:

Continued use of the Service after the effective date of the changes constitutes full acceptance of the new Terms. If the User does not agree with the modifications, the User must stop using the Service before they take effect and, where applicable, cancel their account.

Version history:

Updated versions of these Terms will be available on the Service's official website, indicating the date of the most recent modification.

20. Final Provisions

These Terms and Conditions constitute the entire agreement between the User and the Company regarding use of the Service, replacing any prior agreement or understanding, whether written or oral.

20.1 Subscribed plan, Service Order, and Scope Appendix

These Terms, together with the subscribed plan and any Service Order / Scope Appendix accepted by the User, constitute the entire agreement between the parties. In the event of a conflict between these Terms and a Service Order/Appendix, the Service Order/Appendix will prevail only with respect to deliverables and scope expressly described therein.

If any provision of these Terms is deemed invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

The Company's failure to exercise any right or provision contained in these Terms will not constitute a waiver of such right or provision.

Effective date: These Terms and Conditions enter into force on 01/30/2026 and will remain in effect until modifications or replacements are published.