Terms and conditions

LICENSE AGREEMENT AND TERMS AND CONDITIONS POR THE USE OF THE SOFTWARE HERO GUEST EXPERIENCE EVOLUTION®.

The following document establishes the Terms and Conditions that shall be complied for the use of the software “Hero Guest Experience Evolution®” property of by the natural and/or legal persons that express their will to accept and comply with the present Terms and Conditions.

The acceptance of the present Terms and Conditions by the Licensee, Brand and User binds them and implies their consent to be subject and comply with the Terms and Conditions.

DEFINITIONS.

As used in this Terms and Conditions, the following terms, when capitalized, shall have the following meanings:

Terms and Conditions” means the present document, in which, the License of Use for the Software is granted and contains the dispositions that shall regulate the use of the Software on behalf of the Licensee, Brand and User.

Licensee” means the natural or legal person that hires the Software.

User” means the natural persons hired by the Licensee or by the Brand who shall make use the Software.

License” means the authorization granted by HG to the Brand for the use of the Software, by itself or through the User.
Account” means the username and password which the Brand and User shall have to make use of the Software.

Brand” means indistinctly: (i) the legal person the Licensee has corporative control and/or is property of the Licensee; or (ii) solely the Licensee. The previous mentioned, in accordance with the hiring of the Software and Bundle celebrated between HG and the Licensee, among which the present Terms and Conditions are applicable.

Hero Training” refers to the transformation of the Licensee and/or Brand into topics and courses that the Personnel will have available through the Software.

Supervision” refers to the Add-on consisting in digital checklists that evaluate Business Unites and/or Personnel that will be carried out through the Software.

Guest Experience Measurement” means the Add-on consisting in the digital evaluation of service, issued on behalf of the consumers of the different Business Units.

Strategic Sales” refers to the Add-on consisting in the courses of strategic suggestive sales strategies that the Personnel will have available through the Software from time to time.

Business Units” means the Brand´s branches in which the use of the Software is permitted. These branches employ Personnel who will also use the Software.

Software” means the informatic system, mobile application and program denominated “Hero Guest Experience Evolution®”, property of HG, by which, HG shall provide its services to the Licensee, Brand and/or User, in conformity with the following Terms and Conditions.

HG” indistinctly refers to i) THE WHOLE ENCHILADA S.A.P.I de C.V., bearer and owner of the Software; ii) HERO GUEST PTY LTD titleholder of a license over the Software; who will provide, as applicable License to the Licensee and/or Brand.

Term” means the lifespan of the present Terms and Conditions, that shall be indefinite.

Deliverable Material” means the data reports and results generated by HG and that are obtained through the use the User and the consumers of the Brand make of the Software, which shall be organized by Personnel, Business Unit and Brand.

Add-on” means the additional services, that shall be independent and different from the services of the Bundle hired by the Licensee and/or Brand.

Continuous Improvement” refers to the Add-on consisting in courses focused in reducing Brand pain points, that will be imparted from time to time, available to the Personnel through the Software.

Reports” means the basic service provided by HG through the Software, by which HG generates the Deliverable Material.

Delivery Dates” refers to the estimated date determined in the Bundle and/or Add-on hired.

Provider” means the Licensee, Brand and/or User´s mobile telephone and/or internet service operator or provider.

Personnel” means the employees of the Licensee and/or Brand that work in a Business Unit.

Confidential Information” means all information transmitted by HG or by the Licensee, Brand and/or User and/or the information generated by the use the Software.

Bundle” means the basic service provided by HG through the Software, referred to as in section VI. Use, to the Licensee and/or the Brand, as corresponding, which does not contemplate Add-on´s.

Part” / “Parties” means, individually or together, HG, the Licensee, the Brand and/or the User, as corresponding.

I. EXTENT.

HG highly recommends reading carefully the content of the present Terms and Conditions, given that, by hiring the present Terms and Conditions by the Licensee, and by accessing, navigating, using and/or signing up as a Brand and/or User in the Software, the obligations herein contained will be enforceable to the Licensee, Brand and/or User.

Such consent will have the same legal effect as the one granted through a hand-written signature, being admissible as evidence in any legal proceeding in terms of the applicable legislation. The Terms and Conditions are not negotiable and must be accepted by the Licensee, Brand and/or User.

II. LICENSE GRANT.

Subject to these Terms and Conditions, HG hereby grants the Licensee an exclusive irrevocable (except as set forth in sections X y XI), non-assignable, non-transferable, non-sublicensable, limited license to use the Software during the Term only for the purpose of carrying out the activities contained within these Terms and Conditions. HG may, at any time and in its sole discretion, revise in accordance with changes to the Software or as required to comply with applicable laws, upon prior written notice to the Licensee.

III. LIMITATIONS TO THE USE.

The License hereunder is granted only for the benefit of the Licensee and the persons authorized to use the Software, who shall not be different to the Brand and User. The Licensee has no authority to transfer or assign the License to any third party or grant any sublicense to any entity or individual, in any manner whatsoever, without HG’s prior written approval.

IV. ACCOUNT.

Each Brand and User shall have an Account, through which the User shall be able to use the Software in accordance with the present Terms and Conditions.
The Software shall only be used by the Brand and/or by the User through its Account. Notwithstanding the latter, the Licensee and the Brand herein accepts and acknowledges that the present Terms and Conditions, in any manner whatsoever, grants it any intellectual and/or industrial property rights, in connection to the Software. The use of the Account is personal, non-assignable and non-transferable. Given the case that HG detects that any third party different from the Brand and/or User´s, is using the Account, HG shall be able to suspend temporarily the use of the Software.

By obtaining an Account, the Brand grants HG authorization to use the Brand´s and/or User’s photos and/or videos for promotional matters regarding HG, whether if it is online or in any other way HG decides.

V. ACCOUNTPASSWORD.

The User shall be the only responsible for the password and protection of the Account. HG shall not be responsible for the use any third party makes of the Account.

In case the Brand loses and/or forgets the password of the Account, the Brand shall notify HG of such circumstance. HG will temporarily suspend the use of the Software for protection of the Brand and shall provide the Brand a new password.

VI. USE.

The License granted to the Licensee herein through the activation of the Account in the Software platform, will allow the Brand to access the Software (whether via mobile devices and/or, in special circumstances, through web sites). The use of the Software shall be limited to the corresponding number of Business Units and Users accorded by the Parties.

The Software shall have the capacity to realize the following basic services, without prejudice that the Licensee may be able to hire additional Add-on´s:

(i) Hero Training; and
(ii) Reports.

The Parties hereby agree that the Brand and/or member of the Brand´s Personnel shall be responsible of making the necessary notifications for HG to be able to make the updates of the Personnel that will be authorized to make use of the Software. The Brand, if granted by HG, may have the faculty, through the individuals designated by him, to authorize or remove the Personnel allowed to access the Software. Once the faculty is granted to the Brand and/or to the User by HG, the Brand and/or User shall be the only responsible for the use the Personnel makes of the Software.

The Brand and/or User hereby agrees to notify HG if any Business Unit is launched, shutdown or modified, enabling HG to update the database and verify that the Software is not being used in more Business Units than the ones authorized, as well as to adapt the Consideration.

Furthermore, the Brand and/or the User hereby guarantees HG that the User has obtained the necessary authorizations and/or permits for the use of the Software in the Business Unit, liberating HG from any responsibility.

VII. BUISNESS UNIT.

Subject to the stipulated on the Bundle the Licensee hires, the Licensee shall have the right, to solely and exclusively, make use of the Software in the Business Units and Personnel that have been registered and made of the acknowledgement of HG.

The Brand and/or any member of the Personnel shall register the Business Unit and Personnel in accordance with the number of units permitted by the Bundle hired. The Brand and/or the User hereby binds himself to proportionate name, address information and information about the manager in charge of the Business Unit. Furthermore, the User hereby obligates himself to notify HG about the closure of any Business Unit.

VIII. TERM.

The present Terms and Conditions shall be in full force throughout the Term. Notwithstanding the foregoing, the Licensee shall be able to terminate the License and the Terms and Conditions, by requesting HG the cancelation of its Account. In order for the cancelation to be effective, the Licensee shall give a written notice of its decision to HG with at least 30 (thirty) days of anticipation to the effective day the Licensee wishes that the Account is cancelled, remaining HG obliged to cancel the Account in the date requested by the Licensee.

Due to the fact that the consideration is paid monthly at the beginning of each month, in case the Licensee decides to cancel its Account, no reimbursements will be applicable and shall still be subject to the payment of the consideration for the last month it was able to use and access the Software, even in the case such last month was not completed.

HG may suspend or terminate the License and the present Terms and Conditions, at any given moment, for the reasons established in the sections “Temporary Suspension of the Account” and “Termination of the License”.

IX. ELIGIBILITY.

The use of the Software shall be limited solely and exclusively to the ones capable of complying with the obligations set forth herein. By accessing the Software, the Brand and/or the User claim to have capacity, the permits and/or authorizations necessary to make use of the Software.

X. TEMPORARY SUSPENSION OF THE ACCOUNT.

HG shall at any time be able to suspend temporarily the use of the Software to the Brand and/or the User, for security measures of HG and the Brand and/or the User, in following circumstances:

Whenever HG detects that a third party different from the Brand and/or the User is using the Account;

For lack of payment in accordance with the hired Bundle and, such is the case, of the Add-on; and

XI. TERMINATION OF THE LICENSE.

HG shall restrict the Brand and/or the User from the use of the Software and terminate without responsibility, the present Terms and Conditions by shutting down the Account, in the following circumstances:

Whenever HG detects that the Brand and/or User is giving the Account and the Software a different use than the one herein established;

Whenever HG detects that the Licensee, Brand and/or the User intents and/or has intended to decompile or has decompiled, has realized or is realizing inverse engineering, has dismantled or intents to decipher the source code of the Software; and

Whenever the Licensee, Brand and/or the User severely infringes its obligations herein established.

XII. ADD-ON.

Regardless of the Bundle hired by the Licensee, the Licensee, during the Term, Add-on, through the corresponding payment of the hired Add-on.

The Add-ons offered by HG for the use of the Software, can be hired by the Licensee at the moment of signature of the present Terms and Conditions or in any moment afterwards, in the corresponding section of “Add-on” in the Software:

(i) Supervision; (ii) Guest Experience Measurement; (iii) Strategic Sales; and (iv) Continuous Improvement.

XIII. DELIVERABLE MATERIAL.

The Bundles and/or Add-on hired by the Licensee, may include the elaboration and development of reports by HG, based on the data and results obtained by the User and Business Unit in the Software.

The Deliverable Material shall be sent to the email uses by the authorized Personnel.

XIV. SERVICES.

HG shall allow the Brand and the User to use the Software through mobile devices, allowing the Brand and User to fulfill the functions corresponding to the Account assigned depending on the Bundle hired by the User and, given the event, of the hired Add-on.

XV. CONSIDERATION.

The Licensee hereby agrees to pay the consideration in terms of the stipulations of the Bundle hired by the Licensee, and given the case, of the Add-on.

The infringement in the payment of the consideration will result in the temporary suspension of the Account by HG, in accordance to section “Temporary Suspension of the Account” of the present Terms and Conditions.

XVI. PAYMENT CONDITIONS.

The User hereby accepts and acknowledges that the payment for the use of the Software shall be made via an electronic bank transfer with immediately available funds, to the account that HG previously establishes, in accordance to the terms stablished in the Bundle and, if applicable, the Add-on, hired by the Licensee.

XVII. OBLIGATIONS OF THE LICENSEE.

(i) Subjection.

The use of the Software from the Licensee implies the recognition and acceptance of the present Terms and Conditions. The lack of knowledge on behalf of the Licensee of the content of the present Terms and Conditions does not exempt it from its compliance.

(iii) Various Businesses.

The Licensee recognizes that the present Terms and Conditions, do not grant the User privileges, rights or faculties regarding the Software and/or any other business HG owns. The Licensee shall be entitled to the rights and duties established herein.

(iii) Licit Activities.

By making use of the Software, the Licensee hereby accepts that all the activities regarding the use of the Software are licit. The use of the Software in any illicit matter is strictly forbidden. The Licensee hereby accepts and obliges itself to fulfill all operation permits, registrations with third parties and/or the competent authorities, privacy laws, laws for the prevention of activities with resources of illicit origins, including but not limited to other requirement, agreement or procedure imposed by authorities such as Servicio de Administración Tributaria and Procuraduría Federal del Consumidor. Arising from the use of the Software, the Licensee hereby agrees to defend, hold harmless and indemnify HG from any dispute with the authorities and/or individuals by infringement of the present Terms and Conditions or any federal and/or local law.

The Licensee shall restrain from using the Software to conduct unfair trading practices, activities that infringe the intellectual rights of any third party and any other similar activity.

(iv) Personal Data.

By making use of the Software, the Licensee hereby agrees and recognizes to HG that it has all the authorizations to share personal data through the Software. Given the case that a claim is addressed against HG regarding the transmission of personal information through the Software, the Licensee hereby agrees to defend, hold harmless and indemnify HG for any amount spent resulting from the corresponding reclamation.

XVIII. OBLIGATIONS OF THE BRAND.

(i) Subjection.

The use of the Software from the Brand implies the recognition and acceptance of the present Terms and Conditions. The lack of knowledge on behalf of the Licensee of the content of the present Terms and Conditions does not exempt it from its compliance.

(ii) Exclusivity.

The Brand hereby agrees and recognizes that the use of the Account corresponds exclusively and solely to the Brand, and that the Account is non-transferable and personal.

(iii) Various Business.

The Brand recognizes that the present Terms and Conditions, do not grant the Brand privileges, rights or faculties regarding the Software and/or any other business HG owns. The Brand shall be entitled to the rights and duties established herein.

(iv) Licit Activities.

By making use of the Software, the Brand hereby accepts that all the activities regarding the use of the Software are licit. The use of the Software in any illicit matter is strictly forbidden. The Brand hereby accepts and obliges itself to fulfill all operation permits, registrations with third parties and/or the competent authorities, privacy laws, laws for the prevention of activities with resources of illicit origins, including but not limited to other requirement, agreement or procedure imposed by authorities such as Servicio de Administración Tributaria and Procuraduría Federal del Consumidor. Arising from the use of the Software, the Brand hereby agrees to defend, hold harmless and indemnify HG from any dispute with the authorities and/or individuals by infringement of the present Terms and Conditions or any federal and/or local law.

(v) Personal Data.

By making use of the Software, the Brand hereby agrees and recognizes to HG that it has all the authorizations to share personal data through the Software. Given the case that a claim is addressed against HG regarding the transmission of personal information through the Software, the Brand hereby agrees to defend, hold harmless and indemnify HG for any amount spent resulting from the corresponding reclamation.

XIX. OBLIGATIONS OF THE USER.

(i) Subjection.

The use of the Software from the User implies the recognition and acceptance of the present Terms and Conditions. The lack of knowledge on behalf of the User of the content of the present Terms and Conditions does not exempt it from its compliance.

(ii) Exclusivity.

The User hereby agrees and recognizes that the use of the Account corresponds exclusively and solely to the Brand, and that the Account is non-transferable and personal.

(iii) Various Business.

The User recognizes that the present Terms and Conditions, do not grant the User privileges, rights or faculties regarding the Software and/or any other business HG owns. The User shall be entitled to the rights and duties established herein.

(iv) Licit Activities.

By making use of the Software, the User hereby accepts that all the activities regarding the use of the Software are licit. The use of the Software in any illicit matter is strictly forbidden. The User hereby accepts and obliges itself to fulfill all operation permits, registrations with third parties and/or the competent authorities, privacy laws, laws for the prevention of activities with resources of illicit origins, including but not limited to other requirement, agreement or procedure imposed by authorities such as Servicio de Administración Tributaria and Procuraduría Federal del Consumidor. Arising from the use of the Software, the User hereby agrees to defend, hold harmless and indemnify HG from any dispute with the authorities and/or individuals by infringement of the present Terms and Conditions or any federal and/or local law.

The User shall restrain from using the Software to conduct unfair trading practices, activities that infringe the intellectual rights of any third party and any other similar activity.

XX. OBLIGATIONS OF HG.

(i) Protection of Personal Data.

HG hereby agrees that it its responsibility to preserve the personal data of the User. Such personal data shall be bound to the protection of the privacy politics of HG, which can be found in the following link: https://heroguest.com/en/notice-of-privacy/.

HG hereby accepts and agrees to assume all the mechanisms for the protection of the information of the Personnel and the User and fulfill all the requirements stablished by the current applicable legislation.

(ii) Deliverable Material.

In accordance with what is established in the Bundle hired by the Licensee, HG shall elaborate and send the Licensee and/or the Brand the Deliverable Material.

(iii) Modifications.

HG may perform changes to the present Terms and Conditions in any given moment. HG shall inform about such changes to the Licensee through an email sent to the email address used to register the Brand and/or through pop-up windows that appear when the Brand and/or the User is using the Software. The Licensee shall accept the modification of the Terms and Conditions to be able to keep making use of his User Account.

XXI. FORTUITOUS EVENT.

In the case situations considered as a fortuitous event or as a case of force majeure are presented and impede HG to fulfill the obligations arising from the present Terms and Conditions, HG shall notify the Licensee and/or the Brand of such circumstance through an email sent to the Account registration email address. In the presence of a fortuitous event or a force majeure case that impedes the execution of the present Terms and Conditions, the obligations herein established shall be suspended for the duration the hindrance lasts, consequently HG shall not be responsible for the compensatory damages and lost profits that may have risen from said circumstances.

For the purposes of the present section, its understood that a fortuitous event or a force majeure case are occurrences originated by any external cause that can be unpredictable or predictable, but can´t be avoided or unsurpassed, and that there has not been any negligence, imprudence or inexperience by any of the parties.

XXII. UPDATES.

In order to offer the best service as possible, HG updates the Software on a regular basis in all the devices that the Software is used. Such updates may affect the appearance and functions of the Software. Therefore, the Brand hereby agrees to maintain the Software updated. In the case the Brand has not updated the Software and HG is impeded to fulfill the obligations established in the Bundle hired, such infringement shall be attributable to the Brand, holding free HG from any claim that may arise for such circumstance.

XXIII. MOBILE SERVICES.

When the Brand and/or the User download, access and sign up in the Software, charges and/or tax charged by the Operator, including charges for text messages and mobile data, may apply, depending of the services that the Brand and/or User has hired from the Operator. The Operator may restrict and/or prohibit the download, installation and/or usage of certain mobile services, bearing in mind that not all mobile services work with every Operator or electronic device. Therefore, the Brand and User agree that HG shall not be responsible of any charge and/or cost that the Operator charge to the Brand and/or User nor when the Brand and/or User cannot access and/or cannot use the Software by any reason establish herein that are of the responsibility of the Operator and/or arising from the services that the Brand and/or User has hired with the Operator.

XXIV. RESTRICTIONS.

The Licensee, Brand and/or the User accepts and acknowledges that under no circumstance shall make acts that imply the exploitation of the Software, as well as of any information that has been delivered by HG.

Except as explicitly set forth herein, the Licensee, Brand and/or User shall not, directly or indirectly, during the Term or thereafter, anywhere in the world: (i) modify, alter, supplement, delete or otherwise change, in whole or in part, the Software, including through dissecting it in any manner; (ii) attack the validity of the Software or its ownership by HG; (iii) attack the validity of the License so as to obtain any right, title, recordation or otherwise interest, to or in the Software to its own benefit or to the detriment of HG; (iv) apply for registry for the Software or any product confusingly similar thereto, or any extension or retraction thereof; (v) otherwise take any action or omission, or cause to be taken any action or omission, intended to be in derogation of any of the rights of HG in or to the Software; (vi) sublicense, or attempt to sublicense, the Software to any Person; (vii) otherwise seek to claim or appropriate the Software as its own property; or (viii) take any actions or conduct its operations and businesses as it relates to the Software in any manner which is illegal or may be inconsistent with HG’s public image or which may disparage HG or its reputation.

XXV. LIMIT TO THE RESPONSIBILITY.

Under no circumstance shall HG be responsible for any loss of utilities or any other special damage, incidental or consequential of the business of the Licensee and/or the Brand, that arise from the usage of the Software. These damages include, but they are not limited to loss of profits, clients, data or any other intangible loss that arise from the misusage or the impossibility to use the Software.

XXVI. INDEMNIFICATION.

The Licensee agrees to defend, indemnify and hold harmless HG, its affiliates, and their respective stockholders, directors, officers, employees, agents and assignees; and shall pay all and any costs, losses, liabilities, damages, lawsuits, judgments, claims, actions, penalties, fines and/or expenses (including interest, penalties, reasonable attorney fees and all monies paid in the investigation, defense or settlement of any or all of the foregoing) that arise out of, or are incurred by them based upon any claim, demand, suit, or proceeding arising out of (i) any Licensee’s, Brand’s and/or User’s breach of any covenant, representation or warranty given herein, or any other agreement or instrument executed and delivered by the Licensee, Brand and/or User in connection with the Software and/or (ii) the Brand’s and/or User’s use of the Software otherwise than as permitted under this Terms and Conditions.

XXVII. PERSONAL DATA.

The Parties herein agree and acknowledge that, for the compliance of this Terms and Conditions, the Licensee and/or the Brand shall transmit physically, by email and/or via the Software to HG, personal data of the Personnel, which HG obliges to treat and maintain subject to its own privacy politics, which may be consulted in the following link: https://heroguest.com/en/notice-of-privacy/

The Brand warrants to HG that it has its own privacy notice updated and with the express permits and/or authorizations of its Personnel, including the ones relating to transmission and management of sensible personal data, to transmit their personal data to HG and for HG to treat and maintain them in accordance to its own privacy policy. Therefore, the Brand shall hold HG harmless, and to compensate in case of any claim and/or sanction derived from the lack of authorization by the Personnel to transmit their personal data in favor of HG.

HG obliges itself to receive, treat, use, and maintain the personal data that receives from the Brand’s Personnel, only for the compliance of the present Terms and Conditions.

XXVIII. INTELECTUAL PROPERTY.

The Licensee, Brand and the User accept and acknowledge that all the industrial and intellectual rights over the Software are of the sole property of HG and that the Licensee, Brand and the User under no circumstance shall acquire any title and/or right over the Software nor any right not expressly provided in the present Terms and Conditions.

The Licensee, Brand and the User also accept and acknowledge that HG is the sole and exclusive titleholder and owner of any modification, translations and/or adaptation made to the Software and of any improvement, development, and/or adaptation of the Software. Likewise, the Licensee, Brand and the User acknowledge that the Software, including the support and entertainment documentation and the Deliverable Material, are of the exclusive property of HG; agreeing expressly the Parties that HG is and only will be the sole and legitimate owner of the Software, and therefore the Licensee, Brand and the User are expressly prohibited to register in any of its forms the Software, or the elements that conform it, insider the United Mexican States or abroad.

XXIX. COPYRIGHTS.

Neither the Software or the graphic material displayed in the Software may be reproduced under any circumstance, without the prior written consent of HG and it only shall be used for the purposes expressly authorized by HG. The Software shall not be removed, copied (partial or complete), modified, nor used in any unauthorized manner. No complete or partial reproduction of the Software nor of the content therein is permitted.

XXX. RESERVATION OF RIGHTS.

Except as explicitly set forth herein, the License shall not confer upon the Licensee, Brand and the User any proprietary or other rights, title or interest in, to or under the Software. Further, the Licensee, Brand and the User waive any and all past, present, or future claims it has or might have in the future in, to, or under the Software and acknowledge that, as between HG and the Licensee and the Brand, HG has the exclusive right to own and use the Software, and that, as between HG and the Licensee and the Brand, HG retains full ownership of the Software notwithstanding (but subject to) the License granted herein.

XXXI. CONFIDENTIALITY.

All the information transmitted by HG or by the Licensee, Brand and/or the User and/or that is generated with the usage of the Software, no matter the medium in which it relies, shall be considered for all legal purposes as Confidential Information. HG, the Licensee, the Brand and the User agree to comply with the obligation of maintaining confidential the Confidential Information and to not disclose it to third parties without the prior written consent of the other Party. The confidentiality obligation established herein shall not apply with respect to any information or documentation that by its nature is or has been from the public domain for any reason that does not constitute an act or omission of any of the Parties, its shareholders, partners, directors, administrators, officers, representatives, workers, employees and/or third parties that are hired. Notwithstanding the foregoing, the Parties agree that HG may disclose the information related to these Terms and Conditions to its shareholders, affiliates and/or related companies, as well as to its external auditors and advisors.

The confidentiality obligations expressed in this section will remain in full force during the 3 (three) following years from the termination of these Terms and Conditions.

XXXII. SEVERABILITY.

If any provision, clause or term and condition stated in the Terms and Conditions shall be, in the present or in the future, prohibited by law and/or by any other legal and applicable disposition, or is considered invalid or unenforceable, it shall be considered unenforceable or invalid in the same extent and limited to such prohibition or unenforceability. The validity, legality and enforceability of the remaining provisions, clauses and/or terms and conditions of these Terms and Conditions, shall not in any way be affected or impaired thereby.

XXXIII. LANGUAGE.

These Terms and Conditions have been drafted in Spanish and English, both versions being considered as official versions. In case of doubt in its interpretation, the Spanish version shall prevail.

XXXIV. APPLICABLE LAW.

HG and the Licensee hereby agree that the Terms and Conditions shall be governed by and interpreted in accordance with the applicable federal laws in the United Mexican States; and that for its correct compliance and in case of any dispute resolution arising from the Terms and Conditions, HG and the Licensee agree to submit to the jurisdiction of the tribunal courts in Mexico City in the United Mexican States, expressly waiving to any other jurisdiction that due to its current or future domicile or for any other reason could have a right to.