S T A T E M E N T S

1. Imperial Escapes S.A. de C.V. (The Company), declares under oath through its representative that:

a) It is a Company incorporated under Mexican laws, in accordance with public deed number 4,844, dated July 9th 2024, established under the attest of Mr. Holder of Public Notary number 38 in the State of Quintana Roo, and registered before Public Property Registry and Commerce in the City of Cancun, under electronic commercial folio number N-2024069528.
b) It has a Federal Taxpayer Registry (RFC) number IES240709KW2. Its representative has the necessary and sufficient powers to enter in this Agreement in its name and representation, which have not been limited or revoked in any way.
c) It has the economic capacity to enter this Agreement.
d) It has the technical and administrative capabilities, as well as material elements and human resources to provide the benefits and services offered to the Customer.

2. The Owner (The Customer), declares under oath by his own right, that:

a) Has sufficient legal capacity to contract as well as interest in acquiring the services of the Agreement, and to do so, turns to Imperial Escapes S.A. de C.V., so it acts as an intermediary and acquires the services of this Agreement on Behalf of the owner.

3. The Parties, declare under oath, that:
a) They mutually recognize the character and personality with which they appear.
b) In the execution of this Contract there is no fraud, injury, bad faith, error, violence or any other defect of consent that could invalidate it.
c) They mutually recognize the aforementioned statements as true and are interested in entering into this Contract, in accordance with what is stated in the previous statements and in accordance with the following:

C L A U S E S
1. OBJECT OF THE AGREEMENT
The Company commits to provide the Customer with access to its platform of discounts for travel and reservations, through the payment of a membership fee paid by the Customer. This membership grants the Customer the right to access special discounts on travel services, accommodations and other benefits offered by the Company and its business partners. The company has established an online platform for travel reservations and assistance on the website: www.centurionexecutive.com, in which various promotions, discounts and tourist benefits are described, which can be accessed using a key configured with a username and passwords granted to Customers, which will be provided to the Customer within a period of no more than 30 calendar days.

2. AGREEMENT’S TERM
This Agreement has a term of 5 years, from the date of its signature. It must be renewed every 12 months until its agreed validity by making the respective renewal payment that is specified later in this same Agreement, unless either party notifies its intention not to renew it with a notice of 60 days before due date.

3. PRICE AND PAYMENT METHOD
The Client agrees to pay the amount of US$199.00 (one hundred ninety-nine United States dollars in legal tender) or MXN $3,990.00 (three thousand nine hundred ninety Mexican pesos) (VAT included), as concept of Membership and/or Annual Renewal. The Payment must be made by bank transfer, credit card, payment link, etc. to the bank account designated by the company. In case of renewal, payment must be made 30 days before the annual expiration date.

4. CUSTOMER’S RIGHTS AND OBLIGATIONS
4.1 The Customer has the right to:

a) Access to discounts and benefits of the travel platform offered by the Company and its commercial partners.
b) Receive personalized assistance from the Company in order to use the travel and reservation services.
c) Have a guarantee of the best price available to the general public, that is, receive the same or a lower price than that found on any other platform open to the general public (the Customer must display evidence of the price found and it must be current at the date of request of the service required by the Customer).

4.2 The Customer undertakes to:

a) Comply with the terms and conditions of the services hired through the discount platform. Pay for reservations and other services hired through his membership.
b) Pay the membership fee on time as established in this Agreement.
c) The Customer will be the only ones authorized to make use of the Discounts and Benefits that may be applied for the reservation, hiring, purchase and/or acquisition of goods and/or services provided by the Suppliers in accordance with the provisions of this Agreement.

5. COMPANY’S RIGHTS AND OBLIGATIONS
5.1 The Company has the right to:

a) Receive the membership’s fee payment under the terms established in this Agreement.
b) Terminate the agreement in case of non-compliance by the Customer, prior notice and without the right to refund the fee.

5.2 The Company is obliged to:

a) Provide the customer with the proper discounts and benefits during the validity period of this Agreement.
b) Inform the Customer of the Terms and Conditions of the services offered through the discount platform.
c) The platform is obliged to hire the services, acting as an intermediary between it and the people in charge of providing them directly.

6. CERTIFICATES
In order for the Customer to be able to use the certificates (in case they have received certificates), they must request in writing or by telephone to the Company, with a maximum notice of 6 months and at least 90 calendar days in advance of their use. The Customer will not be able to use these courtesy certificates during Holy Week, Easter, Christmas period and/or holidays (if so, it will be subject to availability). The Terms and Conditions of use of each of the certificates issued by CETC are at the sole discretion of the Provider and will be described in such certificates sent digitally to the Customer’s email. The redemption costs for each certificate will be stipulated in each of them and may be between $299 to $799 USD.

7. RELEASE OF LIABILITY
The Customer declares under oath that he has the legal capacity and other economic resources to be bound by the Terms and Conditions. The Terms and Conditions are valid in each certificate, and therefore, mandatory and enforceable. The Parties agree and the Customers expressly recognize that, with the understanding that CETC only markets and does not directly provide, nor does it have any interference in the availability, quality and/or provision of such services and products provided by the Suppliers, the Customers release to Imperial Escapes S.A. of C.V. of all responsibility when the Customers cannot make use of the services provided by the Suppliers, whether they are Lodging Establishments, Commercial Establishments or both, if applicable, as well as the Discounts and Benefits or any other right acquired in accordance with this Agreement. or in any document related to it, whenever it is due to causes beyond the control of CETC, including acts of God and force majeure, acts of nature, acts of authority or third parties unrelated to this Agreement. Understand and acknowledge that the domain of the Online Platform as well as other versions that may be given, such as, but not limited to, com, mx or mx or net or club among others, are the sole and exclusive property of Imperial Escapes S.A. de C.V., so you are unconditionally obliged to refrain from attempting to make any change of ownership and/or misuse it. You understand and accept that some of the logos, badges and images used on the Online Platform, as well as in advertising prints, are reproduced only to present examples of the services and products that CETC offers, so they should not be interpreted as a product or trademark endorsed by the owners of the registered trademarks. The services provided by CETC through its Online Platform could suffer some mishap, including its agents, sellers, promoters and intermediaries, it is the sole and exclusive responsible for the Agreement obligations assumed towards the Affiliate, releasing CETC from any responsibility that about it will arise. You understand and agree that membership benefits are non-transferable and are not exchangeable for cash in whole or in part. That the benefits have no value with any other intermediary or Marketing Company, and are only applicable through the Online Platform or your personal travel advisor, either by telephone or email. The Customer undertakes to respect the regulations and conditions established by each of the service providers hired through the Company, for which the Company consequently declines any responsibility that may arise due to non-compliance. Likewise, the Customer must, through their own means, provide themselves with the passports and/or immigration documents required by the authorities of the United Mexican States and the destination or transit countries, such as: visas, health permits, etc.

8. MEMBERSHIP CANCELLATION POLICIES
The Partners may terminate this Agreement early without any liability, within 5 (five) business days from the next business day on the date of signing this Agreement, provided that they request it directly and in writing in reliable to Imperial Escapes S.A. of C.V. For the above purposes, early termination must be notified to the email designated by CETC at the bottom of the Agreement. Once this requirement is met, CETC must return the total amounts paid by the Customers, within a period that will not exceed 25 (twenty-five) business days, counted from the date of receipt of the early termination notification. It is agreed by the Parties to this Agreement that the costs and expenses paid to third parties will NOT be returned to the Customers, as they do not correspond to amounts delivered in favor of CETC. Likewise, the Customers agree that, from said reimbursement, if applicable, all expenses that CETC had incurred for the provision of amenities, whether goods and/or services or both as a whole, for the Customers, during the negotiation and effective celebration of the Agreement.

9. GROUNDS FOR TERMINATION
This Agreement may be terminated without the need for judicial statement, in the following cases:
1. The following are grounds for termination attributable to the Customer:
a) If the Customer fails to comply with any of the payments agreed on in this Agreement.
b) If the Customer stops paying the Renewal Fee for 2 (two) years or more.
c) If the Customer fail to comply any of the Clauses of this agreement and/or provisions.
In any of these cases, CETC will have no obligation to provide access to the Platform or offer The Customer Discounts and/or Benefits or exclusive access to the goods and/or services of the Suppliers. As a conventional penalty, they must pay the equivalent amount of at least 3 years of renewal or those that the Affiliate has to complete, with 3 years being the maximum applicable.

2. The following are causes for termination attributable to the Company:
a) If CETC fails to comply with its obligation to provide assistance services, in accordance with the provisions of the Clauses in this Agreement, without justified cause.
b) If CETC does not issue the confirmation document corresponding to a reservation made by the Customers, regarding the Lodging Establishments.
c) If CETC does not grant the Customers access to the website, except in those cases established in this Agreement and/or if such lack of access is due to causes not attributable to CETC, such as acts of nature and/or force majeure.
If CETC fails to comply with the obligations assumed in the previous paragraphs of this clause, CETC will return to the Customers the amounts that have been paid for the services that have not been provided to the Affiliate (reserved and not enjoyed).

10. RESERVATION CHANGES, CANCELLATION AND REFUND POLICIES
The change and cancellation policies, as well as the collection of any charge for such concept, will be mentioned prior to making a reservation for the products and services, which are determined unilaterally and at the discretion of each Provider, so the Affiliate will automatically be subject to them and to the confirmation of the reservation, without prejudice to the above, the Affiliate understands and accepts the payment of the operating cost of 10% in favor of CETC, of the total reservation for cancellation, regardless of the penalty established by the Supplier. When the Company is the one who cancels any service of any nature for reasons beyond the control of the Customer and that are attributable to the Company, the Company will be obliged to reimburse the Customer for all advances or payments made. The amount that results to be reimbursed in favor of the Customer, derived from the cancellation, will be made within a period of no more than 60 calendar days from the viability of the request.

11. CONFIDENCIALITY
Both parties agree to maintain the confidentiality of the information provided under this Agreement, including personal and financial data. The Customer may not assign all or part of its rights and obligations established in this Agreement, nor may they be encumbered or transferred, except with the prior written consent of the Company. Additionally, the Customer is solely responsible for providing all the data related to his person and his identification, which he must provide in a truthful and timely manner, so CETC is not responsible for the information provided in error and resulting in the failure to do so, provision of the service by the Suppliers. The Customer authorizes CETC to use the information provided in accordance with the purposes mentioned above, however, the above, CETC is obliged to process the Customer’s information in accordance with the Federal Law on Protection of Personal Data Held by Private Parties in accordance to the following Privacy Notice established on the Online Platform. CETC is responsible for collecting the Affiliate’s personal data, its use and its protection. Personal information will be used for marketing, technical and/or advertising purposes, as well as to comply with the Terms and Conditions of the program.

12. TOTAL AGREEMENT
This Agreement contains the full and complete agreement between the Parties, who agree to be bound by the terms and conditions established therein and replaces and renders void any prior oral or written agreement or negotiation between them.

13. HEADINGS AND TITLES
The Parties agree that the headings of the Clauses of this Agreement have been placed for convenience only and do not modify, define, expand or limit any of the terms or conditions of this Agreement.

14. JURISDICTION AND APPLICABLE LAW
For the purposes of interpretation and compliance with what is agreed in this Agreement, the Parties expressly submit to the laws and courts of the city of Cancun, State of Quintana Roo, expressly waiving any other jurisdiction that they have or may acquire by virtue of this Agreement. their current or future domicile, without prejudice to the Customer going before the Federal Consumer Prosecutor’s Office, to resolve any controversy arising from this Agreement, the Parties submitting to the scope of their conciliatory jurisdiction, without this implying express or tacit submission by part of the arbitration of that Authority. The Parties agree that what is agreed in this Agreement nullifies any verbal or written agreement or agreement prior to this date and declare that they understand and understand the value and scope of each and every one of the terms contained in this instrument, for which they express their willingness to Agreement spontaneously and free of error.

THIS MEDIATION AGREEMENT FOR THE PROVISION OF TOURIST SERVICES, ONCE IT WAS READ, EXPLAINED AND UNDERSTOOD BY THE PARTIES, WHEN THE PARTIES AGREE AS TO ITS CONTENT AND LEGAL SCOPE, THEY SIGN IT AT THE FOOT OF THE AGREEMENT FOR RECORD.