SERVICE TERMS AND CONDITIONS

 

PLEASE CAREFULLY REVIEW THESE SERVICE TERMS AND CONDITIONS OF “KIPCALM.” ONCE ACCEPTED, THESE TERMS AND CONDITIONS BECOME A LEGALLY BINDING AGREEMENT BETWEEN YOU AND “KIPCALM.” IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT ACCEPT THEM, CREATE AN ACCOUNT, OR USE THE SERVICES.

If you have a separate Agreement with “KIPCALM” or with any of its Business Partners, whose purpose is the use of the Services, these Terms and Conditions will not apply to you, unless such agreement does not cover a specific Service, in which case, these Terms and Conditions will apply solely to your use of that particular Service.

These “KIPCALM” Service Terms and Conditions (hereinafter referred to as the “AGREEMENT”) establish the terms for the use of the Services and are effective as of the date you accept these terms (“Effective Date”). This Agreement is entered into between: (i) the Mexican commercial company named “911 MEX-USA, S.A. DE C.V.” (hereinafter referred to as “KIPCALM”), which currently operates the service provided through the mobile application referred to in this Agreement and owns all rights to “KIPCALM”; and (ii) you or the organization on whose behalf you accept or otherwise agree to the terms of this Agreement (“you,” “your,” “User,” or “Client”).

1. Definitions

1.1. User: The natural person, whether national or foreign, who uses the services offered by “KIPCALM” through the mobile application, including (i) cases of direct contracting; (ii) through a corporate package; or (iii) through third-party Business Partners of “KIPCALM.”

1.2. Business Partners: All individuals or legal entities, public or private organizations, that have entered into an agreement with 911 MEX-USA, S.A. DE C.V.

1.3. User Data: Refers to any data or other information provided by the User to “KIPCALM” in relation to the use of the Services under this Agreement and other applicable Service Policies.

1.4. Documentation: Refers to the documentation of “KIPCALM,” including these Terms and Conditions of Service as well as usage guides and service policies available at www.kipcalm.com.

1.5. Emergency Response Units (“ORA”): Emergency assistance entities such as the Red Cross, firefighters, police, ambulances, civil protection, or any public or private assistance organization with which “KIPCALM” has entered into an agreement or collaborates in fulfillment of this Agreement.

1.6. Services: Refers to the products and services provided by “KIPCALM,” as applicable, that (i) the User uses, including, among others, trial or otherwise free services; or (ii) the User requests. The services under this Agreement form part of the Emergency Attention Program described in Clause 2 of this Agreement.

1.7. Service Usage Data: Any data derived from the use of the Services that does not directly or indirectly identify the User or any related individual and includes (i) data such as volumes, frequencies, bounce rates, and service performance metrics; and (ii) subject to any restrictions under applicable law or regulation, anonymized, de-identified, and/or aggregated data that can no longer directly or indirectly identify the User or any related individual.

1.8. The Application: Refers to the software named “KIPCALM,” which is the mobile application through which Users receive the services subject to this Agreement.

1.9. Malicious Code: Refers to code, files, scripts, agents, or programs intended to cause harm, including, for example, viruses, worms, time bombs, and trojans, that may affect the platform through which “KIPCALM” provides the services covered by this Agreement.

2. Services

2.1. Provision of Services. “KIPCALM”: (i) shall provide the Services in accordance with this Agreement; (ii) shall comply with the privacy policies available at www.kipcalm.com; (iii) shall provide the Services in accordance with the applicable Mexican laws governing the provision of services by “KIPCALM” to its customers in general, subject to the User’s use of the Services in accordance with this Agreement, the applicable Documentation, and any applicable request form(s); (iv) shall make commercially reasonable efforts to use industry-standard measures to scan for, detect, and eliminate malicious code either directly or through third-party providers; (v) shall use trained and qualified personnel to provide the Services, in accordance with international quality standards; and (vi) shall make commercially reasonable efforts to provide applicable support for the Services covered by this Agreement.

2.2. “KIPCALM” agrees to provide intermediary, advisory, guidance, application, and coordination services to the User, regarding the services that form part of the emergency response program (hereinafter referred to as “THE SERVICE”); such services, as detailed in this clause, shall be provided either directly by “KIPCALM” or through third-party assistance providers, whether private entities, civil organizations, or public municipal, state, or federal entities.

 

2.3. “THE SERVICE” covered by this Agreement includes the attention to emergency assistance requests received by “KIPCALM” through the mobile application, which must have been previously downloaded and installed by the User on their devices. Services include first aid guidance via telephone, geolocation, and, if necessary, a request to an Emergency Response Unit (“ORA”) for onsite assistance, including but not limited to ambulance operators, Red Cross, police, firefighters, civil protection, or other agencies.

2.4. The coverage of the service under this Agreement shall be 24 (twenty-four) hours a day, 365 (three hundred sixty-five) days a year, with no limit on the number of dispatches of ORA units (police, firefighters, ambulance, or civil protection) per year in emergency situations.

2.5. The User acknowledges and agrees that for the provision of services under this Agreement and through the Application, the “KIPCALM” operator shall have the right and authority, at their sole discretion, to determine which situations constitute an emergency and when the assistance of an ORA is required. Such determinations will be made according to protocols and guidelines established by competent authorities and international best practices. Accordingly, the User acknowledges and agrees that “KIPCALM” is responsible for evaluating and making decisions regarding the severity and nature of each reported emergency, based on the information provided by the requester and any other available information.

2.6. “KIPCALM” shall use reasonable efforts to provide a prompt and appropriate response to all emergency calls, including coordination of ORA services when deemed necessary. However, the User acknowledges that “KIPCALM” cannot guarantee the immediate availability of an ORA in all situations, as the allocation of emergency resources may depend on external factors and the relative severity of other calls received during the same period.

2.7. The User acknowledges, understands, and agrees that the “KIPCALM” operator makes decisions based on the information provided and their professional experience, and such decisions may be subject to change or adjustment depending on the evolution of the emergency situation. The operator shall make every effort to provide a timely and appropriate response, but assumes no responsibility for the consequences of such decisions, provided they act in good faith and in accordance with established protocols.

2.8. The User acknowledges and agrees that the determination of emergency cases and the need for an ambulance or ORA lies solely with the Operator based on the information provided by the User in each case. Therefore, the User releases “KIPCALM,” its operators, employees, agents, and providers from any claim, demand, or liability related to such decisions.

2.9. The User acknowledges that the services under this Agreement may be unavailable in the event of a power outage, fraudulent use, equipment failure, service interruption, or network/internet congestion or failure. The User agrees to ensure they have the necessary means to make emergency calls in such circumstances through the application. Likewise, the User accepts responsibility for keeping video, geolocation, microphone, and other permissions required by “KIPCALM” via the Application activated on their mobile device. The effective provision of the Services is conditional upon such permissions being enabled, and the User releases “KIPCALM” from any claim or liability if said permissions are not activated.

2.10. The User acknowledges that “KIPCALM” acts solely as an intermediary between the User and the Emergency Response Units. Accordingly, the User understands and agrees that the services offered by “KIPCALM” depend on third-party networks, servers, products, services, and operations, including those of ORAs, and that “KIPCALM” is not responsible for ORA wait times or for the acts or omissions of such third parties.

2.11. The provision of services under this Agreement is conditional upon the User providing “KIPCALM” with accurate location data, callback number, valid address, and any other information requested through the Application. The User shall provide this information in a timely manner and in the format required by “KIPCALM.” The User shall update this information as needed or as requested to reflect any changes. The Parties understand and acknowledge that failure to provide such information may prevent “KIPCALM” from providing the services in full or in part. The User agrees to indemnify and hold harmless “KIPCALM,” its affiliates, subsidiaries, employees, shareholders, agents, vendors, and representatives from any claim arising from the User’s failure to provide accurate or updated data in the formats required by the Application.

2.12. In order to provide the Service covered by this Agreement through the Application, “KIPCALM” shall use location-based information from the User’s mobile device, whether through GPS (Global Positioning System) or other geolocation technology used by the Application software, in locations where such technology is available. Therefore, it is necessary to collect, use, transmit, process, and store the User’s geographic data, including but not limited to the geographic location of their device, name, last name, email address, and phone number. The User accepts and consents to “KIPCALM” carrying out such activities to provide the service through this Application.

2.13. The User acknowledges and agrees that the Services provided by “KIPCALM,” including the Application, digital platform, geolocation systems, communication functions, and coordination with Emergency Response Units, are offered as-is and as-available. “KIPCALM” makes no warranties, express or implied, regarding the quality, accuracy, continuous availability, functionality, merchantability, or fitness for a particular purpose of the Services. “KIPCALM” does not guarantee that the Application will be free of errors, interruptions, technical failures, or vulnerabilities, nor that the outcomes resulting from use of the Services will meet the User’s expectations or resolve specific emergency situations. The User uses the Services at their own risk and releases “KIPCALM,” its affiliates, employees, operators, and providers from any liability for direct or indirect damages resulting from the use or inability to use the Services, except as expressly provided by law.

2.14. The User acknowledges and agrees that the Services provided by “KIPCALM” are strictly limited to the territory of the United Mexican States, and that any request for medical or emergency assistance outside such territory, including international transfers or air ambulance services to or from Mexico, is not included within the regular scope of this Agreement unless expressly agreed upon in writing. Accordingly, “KIPCALM” shall not be liable under any circumstances for: (a) Coverage, acceptance, or denial of any foreign medical insurance policy (including but not limited to Medicare, Medicaid, travel insurance, international insurance, or policies issued by insurers based outside of Mexico); (b) Any medical, hospital, clinical, or transportation expenses, within or outside the country, generated by public or private health institutions not directly and currently contracted with “KIPCALM”; (c) Management, billing, reimbursement, or validation of medical services before foreign insurers or consular institutions of the User’s country of origin; (d) Differences in medical, cultural, or legal standards regarding treatment protocols, response times, or service quality between Mexico and the User’s country of origin.

2.15. If air ambulance service is required, “KIPCALM” shall act solely as coordinator or facilitator of the request with the appropriate provider, disclaiming all responsibility related to costs, availability, health authorizations, insurance, civil liability, or any other matter associated with the service provided by such provider. The User expressly agrees that any contract, payment obligation, or assumption of risk related to such transfer shall be their sole responsibility.

3. Billing

3.1. The Parties agree that in order for “KIPCALM” to provide the services covered by this Agreement, the User must remain current at all times with the payment of their subscription for the contracted service.

3.2. The User agrees to keep their subscription payment method valid and up to date to avoid penalties for declined charges. If a subscription payment is declined, “KIPCALM” may notify the User to update their payment method in order to continue enjoying the Services.

3.3. “KIPCALM” is not obligated to provide the service to the User if the latter has an overdue subscription invoice pending payment.

3.4. “KIPCALM” uses the services of various providers to process charges for contracting and/or subscriptions, and therefore the contracting of the Services under this Agreement may be carried out exclusively through the providers linked from the official “KIPCALM” websites.

4. Responsibilities Regarding Use of the Application

4.1. You hereby assume responsibility for all actions taken to install and register this application, which are carried out at your own risk. You shall not use or permit others to use this application or any service provided through it in a manner contrary to the provisions of these Terms and Conditions of Use. You are solely responsible for all actions performed with this application; you are also responsible for the care and custody of the registered mobile device, as well as the usage credentials or passwords, ensuring that this application is only used for the purposes set forth in this Agreement. Any misuse of the application from your mobile device shall be presumed to have been committed by you.

4.2. If the User has an overdue subscription invoice with “KIPCALM,” the User must cover the cost of the ambulance if it is necessary for the emergency response. If the User requires an air ambulance, “KIPCALM”’s only responsibility will be to coordinate the dispatch of the ambulance; the payment for the service and any other responsibility assumed by accepting the service from said air ambulance provider will be the User’s sole responsibility.

4.3. The User acknowledges and agrees that “KIPCALM,” its affiliates, directors, officers, employees, agents, local provider(s), public or private organizations, and any third-party provider shall not be liable for any injury, death, or damage to persons or property, or any other claim arising directly or indirectly from, or in any way related to, the service covered by this Agreement, including but not limited to any inability by the User to access the service, except to the extent that such claims or causes of action result from gross negligence, willful misconduct, or intentional wrongdoing by the service provider.

4.4. You acknowledge and agree that “KIPCALM” is released from any liability for the misuse of this application from your mobile device, including credentials or passwords used for that purpose. Furthermore, “KIPCALM” shall not be liable for either authorized or unauthorized access to geographic location information of your mobile device.

4.5. You shall: (i) remain current with subscription payments for the Application as consideration for the Services under this Agreement; (ii) not transfer, resell, lease, license, or make the Services available to third parties, nor offer them independently; (iii) use the Services only in accordance with this Agreement and applicable laws and regulations; (iv) be solely responsible for all acts, omissions, and activities arising from misuse of the Application, including compliance with this Agreement and applicable laws and regulations; (v) make commercially reasonable efforts to prevent unauthorized access or use of the Services and immediately notify “KIPCALM” of any such unauthorized access or use; (vi) reasonably cooperate with requests for information from law enforcement, regulatory authorities, or any provider; and (vii) comply with all obligations set forth in this Agreement.

4.6. The Parties acknowledge that, like all software, this application is fallible and under ongoing development, and technical failures may occur during its use. Therefore, “KIPCALM” does not guarantee that the application is error-free. You assume full responsibility for the use of the application, including any damages or losses that may arise. Additionally, “KIPCALM” assumes no responsibility for hardware and/or software issues you may experience while accessing this application and shall not be liable for any faults, inaccuracies, or imprecisions generated by such equipment, systems, or mapping/geographic content platforms.

4.7. Under no circumstances shall “KIPCALM” be liable for consequences resulting from the improper or fraudulent use of the application, regardless of the cause of the potential damage.

4.8. If your Android or iOS mobile device is outside the coverage area and/or without access to a Wi- Fi network, the Application’s functionality will resume once coverage or a network connection is re- established. “KIPCALM” shall not be responsible for any damage or loss resulting from the absence of network signal required to use the application, and you assume all related responsibility.

4.9. Any authorized material (e.g., software) that may be downloaded from external sites or from Android or iOS online stores is subject solely to the license terms accompanying such material or to the license agreement provided with the original material. By updating or downloading such protected materials, you agree to comply with their license terms. “KIPCALM” is not responsible for any consequences resulting from downloading such materials. Any unauthorized reproduction or redistribution of such material in violation of the license is prohibited by law.

4.10. The User agrees to indemnify and hold harmless “KIPCALM,” its partners, employees, and providers from any claim, damage, cost, or liability, including legal fees, arising from the use of the Services, including but not limited to claims by third parties, foreign authorities, or consular entities.

5. Service Changes and Updates

5.1. The Parties acknowledge that “KIPCALM” shall have the right to make changes to the various means of data transmission offered for Android and iOS devices, whether temporarily or permanently, at any time. Therefore, the availability and continuous operation of the application at all times and/or during update periods is not guaranteed. “KIPCALM” assumes no liability for any failure that may arise from the use of this application, whether due to changes and/or updates or for any other reason. Any material downloaded or obtained through the various application marketplaces is at your own risk and responsibility. “KIPCALM” reserves the right to modify, restrict, or remove all or any of the features of this application, whether temporarily or permanently, and such measures shall not be subject to any requirement or entitlement to claim damages by the User.

5.2. Likewise, the Parties agree that “KIPCALM” may update the Service Terms and Conditions set forth in this document whenever it deems necessary. Such updates shall be notified to the User through the Application.

6. Use of the Application

6.1. Without prejudice to the legal provisions in force in criminal, civil, commercial, and administrative matters, the User agrees to use the Application properly and strictly for the purposes stated in this Agreement. Any misuse of the Application shall be considered a violation of this Agreement and applicable legal provisions.

6.2. The User agrees to: (i) not use the Application in any way that could damage, disable, overload, or impair the Application or any service provided by “KIPCALM,” nor interfere with the use and enjoyment of the Application or the Services by third parties; (ii) not access or attempt to access the accounts, systems, or computer networks of “KIPCALM” connected to the Application by any means, nor extract passwords or other digital credentials, and not obtain or attempt to obtain materials or information through means not intentionally made available through the Application; (iii) not use the Application to defame, abuse, harass, stalk, threaten, or otherwise violate the rights (such as the right to privacy) of others; (iv) not upload, publish, transmit, or otherwise disseminate content containing viruses or other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, such as trojans, worms, time bombs, or corrupted files, among others, that may affect the use of the “KIPCALM” application; (v) not send, publish, modify, transmit, reproduce, or distribute by any means or form, information, software, or other materials or tools that compromise the functionality of this Application or the security of “KIPCALM” systems; (vi) not violate codes of conduct or other directives applicable to any communication service; and (vii) not use the information obtained through the Application for illicit purposes or purposes contrary to the provisions of these Terms and Conditions of Use.

7. Personal and Non-Commercial Use

7.1. The information generated through the use of this application is provided under a personal and non-transferable license.

7.2. The use of this application for commercial or business purposes, whether for personal gain or for the benefit of third parties, is strictly prohibited.

7.3. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, transfer, or sell any information, software, product, or service obtained through this application, nor may you license or create derivative works based on them.

7.4. You may not assign the rights and obligations arising from this Agreement without the prior and express written consent of “KIPCALM,” nor may you commercialize the acquired Service under any legal form.

8. Confidentiality

8.1. For the purposes of this clause, any information the User receives through “KIPCALM” shall be considered confidential. All documentation, information, databases, and in general any information to which the User has access due to the use of the application shall be considered strictly confidential. Therefore, the User may not transmit, reproduce, forward to third parties, or copy such information for purposes unrelated to the provision of the service. Accordingly, the User agrees to maintain as confidential any information derived from the “KIPCALM” Application and to use it solely for the purpose for which it was created and authorized.

9. Termination

9.1. Either party may terminate the contracting of the Services without cause by notifying their decision through cancellation of the subscription.

9.2. “KIPCALM” shall have the option to suspend the provision of the Services due to non-payment or breach of any obligation by the User. Likewise, irrational or abusive use of the services covered by this Agreement shall be considered a serious breach of these Clauses and will lead to the immediate termination of the Services. Any falsehood, misrepresentation, or fraud in the information provided by the User will give rise to the corresponding legal actions, without prejudice to “KIPCALM”’s right to immediately terminate the Services upon discovery of such act, solely attributable to the User. In such case, no notice shall be required.

10. Domiciles

10.1. The Parties agree that, for all administrative, judicial, or extrajudicial purposes, the parties establish their domicile at the addresses stated in the service request, where all judicial and extrajudicial notifications shall be considered valid, unless a new domicile within the United Mexican States is duly notified. The User must inform “KIPCALM” in writing of any change in telephone number or address for the proper updating of the service records.

11. Intellectual Property Rights

11.1. The “KIPCALM” application is a registered trademark and a work protected under Mexican, international, and intellectual property treaty laws.

11.2. The use of the “KIPCALM” application does not grant the User ownership of any intellectual property rights over the application, its content, or the information accessed through it. The User is prohibited from using the name, brand, or logo of the application. Likewise, the User may not remove, obscure, or alter any legal notices displayed within the application.

12. Personal Data

12.1. The User acknowledges and agrees that, for the proper provision of the Services under this Agreement, it is essential for “KIPCALM” to collect, use, transmit, process, store, and, where appropriate, transfer their personal data, including real-time geolocation data, full name, email address, phone number, application usage history, as well as any other information provided by the User or generated as a result of the use of the Services.

12.2. The User gives their express, free, informed, and unequivocal consent for “KIPCALM” to carry out the aforementioned processing of personal data, either directly or through authorized third-party providers, in accordance with the provisions of the “Ley Federal de Protección de Datos Personales en Posesión de los Particulares” (Federal Law on Protection of Personal Data Held by Private Parties) and its Regulations, as well as the Privacy Notice available at www.kipcalm.com. The User agrees that such data processing may be carried out for the following purposes: (a) To fully identify the User as the holder of an active account in the Application; (b) To manage, coordinate, activate, and follow up on emergency or assistance requests; (c) To geolocate the User in real time for operational, preventive, and statistical purposes; (d) To immediately contact the User or their designated emergency contacts; (e) To generate usage metrics, risk levels, reports, and analyses for service improvement; (f) To comply with legal, contractual, or regulatory obligations of “KIPCALM”; and (g) To transfer, nationally or internationally, to medical service providers, security companies, ambulance services, public authorities, insurers, or healthcare institutions, solely and exclusively when such transfer is necessary to protect the life, health, or physical integrity of the User, or to effectively provide the Services.

12.3. The User consents that their personal data may be stored on servers located in Mexico or abroad, provided that the receiving third party offers protection levels equivalent to or higher than those required under applicable Mexican law and implements sufficient technical, organizational, and legal measures to ensure data confidentiality, integrity, and availability.

12.4. The User may exercise their rights of access, rectification, cancellation, and opposition (ARCO), as well as revoke their previously granted consent, at any time by submitting a request to the electronic address indicated in the Privacy Notice. Notwithstanding the foregoing, the User understands and accepts that revoking consent or objecting to the processing of certain personal data may limit, interrupt, or prevent the provision of the Services.

12.5. In the case of foreign Users or residents outside of Mexico, the User expressly agrees that the processing of their data shall be governed by applicable Mexican laws and that any dispute related to data protection shall be submitted to the jurisdiction of the competent courts in Monterrey, Nuevo León, waiving any other jurisdiction that may correspond due to their present or future domicile.

13. General Provisions

13.1. This contractual instrument constitutes the entire agreement between the Parties with respect to its subject matter and supersedes any other negotiation, obligation, or communication between them, whether verbal or written, carried out prior to the date this document is signed, including terms and conditions previously accepted before the acceptance date (Effective Date) of this document.

13.2. Term. The Parties agree that the term of the service contract under this Agreement shall be indefinite.

13.3. Force Majeure or Acts of God. “KIPCALM” shall not be liable for any delay or failure in the performance of this Agreement resulting from acts of God or force majeure. Once such events are resolved, the provision of the services under this Agreement shall resume.

13.4. Applicable Law. The User acknowledges that the Services are provided within Mexican territory and that any dispute arising from the use thereof shall be resolved exclusively in accordance with Mexican laws. The User expressly waives any right to apply their national laws or to submit to international forums other than those agreed upon herein.

13.5. Jurisdiction. The User agrees that any claim arising from the Services must be pursued exclusively through jurisdictional or administrative channels within Mexican territory. Furthermore, for the interpretation and enforcement of this Agreement, and for any matters not provided for herein, the Parties agree to be governed by the provisions of the “Código de Comercio” (Commercial Code) and the “Código Civil del Estado de Nuevo León” (Civil Code of the State of Nuevo León). The parties also submit to the jurisdiction of the Federal Courts of the city of Monterrey, Nuevo León, expressly waiving any other jurisdiction that may correspond to them by reason of their present or future domicile.