TERMS OF USE (MEXICO)

Last Update Date: April 1, 2019

These Terms of Use of VOOM VFI Mexico S. de R.L. de C.V. ("Voom") set forth the terms and conditions for you (the "User" or “You”) to: (i) access to and use Voom’s proprietary on-demand air mobility infrastructure network (the “Voom Network”) in order for Voom to facilitate User to book helicopter flights with helicopter operators participating in the Voom Network (“Helicopter Operators”); and (ii) as passenger acting on his/her own behalf, or as User acting for the benefit of a third party passenger, appoint Voom as your agent without representation for purposes of requesting, booking, managing and paying the on-demand air transportation services (servicio de taxi aéreo) rendered by the Helicopter Operators in accordance with Article 6 of the Regulations to the Civil Aviation Law (Reglamento de la Ley de Aviación Civil) (“Air Taxi Services”), to and from helipads operated by independent, third-party airfield services providers (prestadores de servicios aeroportuarios) (“Helipad Operators”) within Mexico City, Mexico and its environs.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING VOOM NETWORK. YOUR ACCESS TO AND USE OF VOOM NETWORK IS CONDITIONED TO YOUR AGREEMENT TO BE BOUND BY THESE TERMS, WHICH (I) ESTABLISH A CONTRACTUAL RELATIONSHIP BETWEEN YOU AND VOOM FOR THE GRANTING OF BOTH A LIMITED LICENCE AND A MERCANTILE COMMISSION AGENCY WITHOUT REPRESENTATION, AND (II) ESTABLISH THE PROVISIONS AND GUIDELINES THAT SHALL GOVERN THE CONTRACTUAL RELATIONSHIPS BETWEEN EACH HELICOPTER OPERATOR AND YOU OR, IF APPLICABLE, A THIRD PARTY BENEFICIARY THAT SHALL HAVE THE ROLE OF PASSENGER.

THESE TERMS SHALL UNDER NO CIRCUMSTANCE BE CONSTRUED AS AN AIR TAXI AGREEMENT. AIR TAXI SERVICES SHALL BE EXCLUSIVELY PROVIDED BY THE HELICOPTER OPERATORS PURSUANT TO THE AIR TAXI AGREEMENTS EXECUTED EXCLUSIVELY BY THE PASSENGER AND EACH HELICOPTER OPERATOR, THEREFORE THESE TERMS DO NOT SET ANY OBLIGATIONS OR LIABILITIES FOR VOOM WITH RESPECT TO SUCH AIR TAXI SERVICES.

I. Scope of the Terms of Use

a. Use of the Voom Network

Voom grants the User a limited, non-exclusive, non-sublicensable, revocable, non-transferable license solely for the following purposes: (i) access and use Voom Network, including, without limitation, Voom’s mobile application (“Voom App”), website and other proprietary technologies and applications in order for User to book flights with the Helicopter Operators and for such User or, if applicable, a third party beneficiary to receive the Air Taxi Services as passenger; and (ii) access and use any content, information and related materials that may be made available through Voom Network, in each case solely for your personal, noncommercial use. If you do not agree to these Terms, you may not access or use Voom Network. These Terms expressly supersede any prior agreements or arrangements between you and Voom. Voom may immediately terminate these Terms or any contractual relationship established with you, and suspend or deny you access to Voom Network, in whole or in part, at any time, and for any reason. User expresses its consent with respect to these Terms of Use specifically regarding its access and use of the Voom Network by downloading the Voom App or through any other type of use of the Voom Network.

b. Commission Agency Agreement Without Representation

Subject to the terms and conditions of these Terms, and in accordance with Title Three, Chapter I of the Commercial Code (Código de Comercio), You appoint and commission Voom as your agent in terms of a mercantile commission agency without representation (the “Commission Agency”), and grant Voom sufficient authority to, for the account of the User but not on his/her behalf: (i) book and manage with each Helicopter Operator, through the Voom Network, an on-demand helicopter flight (a “Flight”); and (ii) carry out for the account of the corresponding passenger, whether You or the appointed third party beneficiary, the payment to the Helicopter Operator in question of the applicable fees for the Air Taxi Services; after which You shall reimburse to Voom the expenses incurred for purposes of paying the corresponding fee to the Helicopter Operator.

User agrees that Voom, for and during the fulfillment of its duties under the Commission Agency, shall execute the foregoing in the manner it deems appropriate, in its sole discretion, and User shall provide all cooperation requested by Voom in connection therewith.

Voom hereby accepts the Commission Agency granted by You under these Terms and agrees to perform its obligations set in the provisions and conditions of these Terms and Voom’s Privacy Policy.

c. Execution of Air Taxi Agreements

Following acceptance by the Helicopter Operator of a Flight booking, You or, if applicable, a third-party beneficiary appointed by You shall execute, pursuant to the template located below, an agreement with the corresponding Helicopter Operator in order to be able to receive as passenger the Air Taxi Services requested and booked by Voom (the “Air Taxi Agreement”), which template is made a part of, and is included in these Terms.

d. Terms of Use Acceptance

User grants its consent with respect to these Terms of Use by downloading the Voom App or through any other type of use of the Voom Network, and acknowledges that through the consent granted by User, as passenger or for the benefit of a third-party that shall be passenger, and each Helicopter Operator while booking a Flight, whether by means of a “click” acceptance process on the Voom Network, the Voom App or through any other mechanism, these Terms of Use shall be ratified with respect to each Flight and, for each flight, passenger shall enter into the corresponding Air Taxi Agreement with the Helicopter Operator. User shall grant its consent for the provision of the specific Air Taxi Services and for the Passenger Fee indicated when booking the corresponding Flight. These Terms are and shall remain available for User at the Voom Network.

II. Use of Voom Network

a. Restrictions

You hereby recognize that Voom owns exclusively all right, title and interest in and to the Voom Network and all intellectual property according to Industrial Property Law, Mexican Copyright Law, including any law which may be applicable on this matter arising out of or created in connection with the Voom Network (“Voom IP”). You hereby disclaim any right, title or interest you may have in any Voom IP, and will not use the Voom IP for other purposes than those provided for in these Terms and without Voom´s authorization, including without limitation, attempt to modify, reverse, compile, disassemble or otherwise reverse engineer the source or object code of the software components of the Voom IP, distribute, license or otherwise make available, directly or indirectly, the software components of the Voom IP to any third party, copy or otherwise duplicate the Voom IP, including attempt to promote, license, sell, publish or otherwise make available, directly or indirectly, the Voom IP to any third party, except as contemplated by these Terms. Voom reserves all rights not expressly granted in these Terms. Upon termination of These Terms, User will immediately cease and discontinue any and all use of the Voom IP. Any rights not expressly granted herein are reserved by Voom and Voom’s licensors.

b. User Accounts

In order to use most aspects of Voom Network, you must register for and maintain an active personal user account ("Account"). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit to Voom certain personal information, under the terms of our Privacy Policy, such as your name, address, mobile phone number, Individual Taxpayer Registration Number (R.F.C.), weight, passport number and your birth date, as well as at least one valid payment method (either a credit card or other accepted means of payment). If You fail to maintain accurate, complete, and up-to-date Account information, such as if the payment method on file becomes invalid or the expiration date has passed, you may be unable to access and use Voom Network (thus becoming unable to book Flights with the Helicopter Operators) and Voom may terminate the contractual relationship established with You. You are responsible for any activity that occurs under your Account. You must maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Voom in writing, You may only possess one Account.

c. User Conduct

Persons under the age of 18 may not sign up for an Account. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using Voom Network.

d. Privacy

Our practices with respect to the collection and use of personal information in connection with Voom Network and the Air Taxi Services are provided in Voom's Privacy Policy located below, which is made a part of, and is included in these Terms.

To the extent that you provide any personal information to Helicopter Operators, the Helipad Operators, or other third parties, such information will be subject to the separate policies of such organizations and you agree that Voom shall have no obligation or liability with respect to such entities collection or use of such information.

e. Text Messaging

By creating an Account, you agree that Voom may send you informational text (SMS) messages as part of the normal business operation of your use of Voom Network. You may opt-out of receiving text (SMS) messages from Voom at any time. However, opting out of receiving text (SMS) messages may impact your use of Voom Network.

f. Network Access and Devices

You are responsible for obtaining and paying for the data network access necessary for you to access Voom Network. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use Voom Network and the Voom App, as well as any updates thereto. Voom does not guarantee that Voom Network, or any portion thereof, will function on any particular hardware or devices. In addition, you acknowledge that Voom Network may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. As such, you agree that no responsibility or liability may arise for Voom, the Helicopter Operators or the Helipad Operators, for such malfunctions or delays.

III. Payments

a. Amounts payable to Voom.

You agree to pay Voom an amount as a commission for the performance of the performance of the Mercantile Agency in a single consideration which shall include, among others, (i) the fees payable to Voom for the use and access to the Voom Network for booking and managing the corresponding trip plus applicable Value Added Tax (“VAT”) (the "Voom Network Fee") and, (ii) the expenses incurred by Voom related with the payment of fees, whichever these are, to each Helicopter Operator for the Air Taxi Services plus applicable VAT (the “Payment Amount”) . The amount corresponding to the Payment Amount applicable to each Flight shall be informed by Voom to the User during the booking of the Flight through the Voom App or by any other use of the Voom Network.

The Payment Amount, plus the taxes, duties and any other related charges that may be applicable, pursuant to applicable laws and the Air Taxi Agreement will be available for User’s review at Voom Network, and will be due and charged immediately to the User through the payment method designated by the User in its account. If the primary payment method at the Account is determined to be expired, invalid or otherwise not able to be charged, Voom may use a secondary payment method in the Passenger’s Account if available. The Payment Amount is final and non-refundable, unless otherwise determined by Voom.

All purchases made through a payment card (e.g. credit card, debit card, cash value card, gift card) are processed by a third party. We are not responsible for any error or other incident caused by or attributed to this payment card processor.

b. Invoicing.

As soon as reasonably practicable following the conclusion of the Flight journey, Voom shall deliver to you the CFDI with respect to the Monto de Pago that complies with all tax requirements provided by applicable law for the issuance of CFDIs.

IV. Disclaimers; Limitation of Liability

a. VOOM’S DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, VOOM NETWORK IS PROVIDED "AS IS" AND "AS AVAILABLE." VOOM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VOOM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF VOOM NETWORK, AIR TAXI SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF VOOM NETWORK, OR THAT VOOM NETWORK WILL BE UNINTERRUPTED OR ERROR-FREE. VOOM DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ANY HELICOPTER OPERATORS THE ENTIRE RISK ARISING OUT OF YOUR USE OF VOOM NETWORK, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

WITH RESPECT TO THE AIR TAXI SERVICES THAT MAY BE CONTRACTED BY YOU FROM THE HELICOPTER OPERATORS UNDER THE AIR TAXI AGREEMENT, YOU EXPRESSLY ACKNOWLEDGES THAT VOOM ACTS ONLY AS ENABLER BETWEEN YOU AND HELICOPTER OPERATOR FOR PURPOSES OF OFFERING AIR TAXI SERVICES THROUGH VOOM NETWORK. USER FURTHER ACKNOWLEDGES THAT FOR EACH FLIGHT AIR TAXI SERVICES WILL BE CONTRACTED BY USER DIRECTLY WITH THE RELEVANT HELICOPTER OPERATOR THROUGH THE AGREEMENT THAT SHALL BE PERFECTED BY CONSENTING TO SUCH AGREEMENT PURSUANT TO THE TERMS ESTABLISHED THEREIN.

EACH HELICOPTER OPERATOR IS SOLELY RESPONSIBLE FOR INTRINSIC ISSUES RELATED TO THE PROVISION OF THE AIR TAXI SERVICES FOR EACH CONTRACTED FLIGHT, AND AS SUCH SHOULD BE SOLELY RESPONSIBLE, AMONG OTHERS, FOR THE CANCELLATION OR DELAY CAUSED BY REASONS ATTRIBUTABLE TO THE RELEVANT HELICOPTER OPERATOR.

YOU EXPRESSLY ACKNOWLEDGE THAT VOOM IS NOT AND WILL NOT BE RESPONSIBLE FOR THE PRACTICES AND POLICIES ADOPTED BY HELICOPTER OPERATORS, INCLUDING THOSE WITH RESPECT TO SAFETY.

VOOM ONLY ALLOWS HELICOPTER OPERATORS THAT ARE DULY AUTHORIZED AND LICENSED COMPANIES – AS APPLICABLE – TO USE THE VOOM NETWORK FOR PROVIDING AIR TAXI SERVICES. NEVERTHELESS, VOOM IS NOT RESPONSIBLE FOR THE PERMITS, LICENSES AND POLICIES OF HELICOPTER OPERATORS AND USER AGREES THAT HE/SHE IS RESPONSIBLE FOR HIS/HER OWN DECISION TO TAKE A JOURNEY WITH ANY HELICOPTER OPERATOR LOCATED ON THE VOOM NETWORK.

b. LIMITATION OF VOOM’S LIABILITY

VOOM SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, CONNECTED WITH, OR OTHERWISE RESULTING FROM ANY USE OF VOOM NETWORK, EVEN IF VOOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VOOM SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (I) YOUR USE OF OR RELIANCE ON VOOM NETWORK AND THE AIR TAXI SERVICES THAT YOU CONTRACT WITH HELICOPTER OPERATORS OR YOUR INABILITY TO ACCESS OR USE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE VOOM NETWORK PROVIDED "AS IS" AND "AS AVAILABLE." VOOM DISCLAIMS ANY REPRESENTATION AND WARRANTIE, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VOOM MAKES NO REPRESENTATION, WARRANTY, OR EXCEPTION REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF VOOM NETWORK, AIR TAXI SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF VOOM NETWORK, OR THAT VOOM NETWORK WILL BE UNINTERRUPTED OR ERROR-FREE. VOOM DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ANY HELICOPTER OPERATORS THE ENTIRE RISK ARISING OUT OF YOUR USE OF VOOM NETWORK, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW; OR (II) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY HELICOPTER OPERATOR, EVEN IF VOOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VOOM SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND VOOM'S REASONABLE CONTROL.

THE RELEVANT HELICOPTER OPERATOR WILL BE THE SOLE PARTY RESPONSIBLE BEFORE THE SCT AND/OR ANY OTHER GOVERNMENTAL AUTHORITY, THE USER AND THE HELIPAD OPERATORS FOR THE DAMAGES THAT RESULT FROM THE PROVISION OF THE AIR TAXI SERVICES, THE OPERATION OF THE HELICOPTERS AND THE PERFORMANCE OF ITS OBLIGATIONS PURSUANT TO THE APPLICABLE LAWS AND THESE TERMS.

IN NO EVENT SHALL VOOM’S TOTAL LIABILITY TO YOU IN CONNECTION WITH VOOM NETWORK FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED $20,000 MX.

c. YOUR CONSUMER RIGHTS

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION VI DO NOT MEAN TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED, CHANGED OR MITIGATED UNDER APPLICABLE LAW.

V. Indemnification by User

You agree to indemnify and hold Voom, and their officers, directors, employees, and agents harmless from any and all liability relating to claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) Your use of Voom Network, the Air Taxi Services contracted by you with the Helicopter Operators or from any good or service obtained through your use of Voom Network; (ii) your breach or violation of these Terms; and (iii) your violation of the rights of any third party, including Helicopter Operators.

VI. Miscellaneous

a. Notices

Notices to any party under or relating to this Agreement will be in writing and by means of a notice through Voom Network. Such notice shall be deemed effective 12 hours after sending it through Voom Network. Any notices served in each party’s account at Voom Network will be fully valid and receipt of the same may not be objected.

b. Severability

The terms and conditions of these Terms are severable. If any term or condition of these Terms is deemed to be void or unenforceable under any rule of law, all other terms will remain in force. Further, the term or condition which is held to be void or unenforceable will remain in effect as far as possible in accordance with the intention of the parties hereto.

c. Entire Agreement; Third Party Beneficiaries

These Terms are the complete and exclusive statement of the agreement between the parties, and supersedes all prior proposals and understandings, oral or written, relating to the subject matter of these Terms. These Terms are not intended to confer, and shall not confer, upon any person other than Voom and the User any rights or remedies. No joint venture, partnership, employment, or agency relationship with representation (mercantile commission with representation) exists between You and Voom arising from the contractual relationship established between You and Voom, your consent to this Terms or Your use of Voom Network.

d. Effect of Waiver

No waiver of any provisions of these Terms will be effective unless contained in a writing signed by the party waiving its rights. Failure by either party to enforce any provision of these Terms will not be deemed a waiver of that provision or of any other provision of these Terms.

e. Assignment

These Terms will be binding on each of the parties and their respective successors and assigns. User may not assign these Terms in whole or in part without the prior written consent of Voom. Notwithstanding, Voom may assign these Terms to any Affiliate without your consent.

f. Force Majeure

In the event that any of the parties is rendered unable by reason of any event of Force Majeure (defined below) to perform, wholly or in part, any obligation or commitment set forth in these Terms, then upon such party’s giving written notice and full particulars of such event after the occurrence thereof, the obligations of such party, except for obligations to make payment of money due, shall be suspended to the extent that such party is affected by such Force Majeure and for the period such Force Majeure condition exists. The term “Force Majeure” when used herein shall include, without limitation, acts of God and acts of public enemies, wars, insurrection, riots, acts of terrorism, theft, embargo, bad weather, tornado, transportation emergency, earthquake, fire, flood, epidemic, quarantine restrictions, unanticipated national emergency, strikes of a national or industry-wide scope that are not limited to or focused on the parties and their employment practices, in each case to the extent: (a) such act or event prevents a party from performing its obligations or complying with any conditions of these Terms, and (b) such act or event is unforeseeable and could not have been avoided or mitigated through the exercise of commercially reasonable means. The party claiming an event of Force Majeure shall take all steps that are reasonable and necessary to mitigate the effect of the Force Majeure event.

g. Governing Law and Arbitration

These Terms shall be governed by and construed in all respects in accordance with the applicable laws of Mexico. All disputes or proceedings arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, and any question as to whether a particular dispute is arbitrable hereunder, shall be exclusively referred to and finally resolved by binding arbitration administered by the Centro de Arbitraje de México and conducted pursuant to its Rules of Arbitration current at the Effective Date, by three arbitrators appointed in accordance with the said Rules of Arbitration. The place of arbitration shall be Mexico City, Mexico, and the language to be used in the arbitral proceedings shall be Spanish, provided that the parties may submit to the Tribunal documentary evidence in its original language without the need of translation. The arbitrators shall make any determination regarding the costs and expenses of the arbitration, including its reasonable attorneys’ fees, as well as pre-award interest at the applicable statutory rate under Mexican law. The parties hereto expressly waive any right they may have, now or in the future, to submit any dispute arising out or in connection with these Terms to the courts of Mexico or any other jurisdiction.

j. Amendments

Voom may amend these Terms from time to time in accordance with applicable law. Amendments will be effective upon Voom's posting of such updated Terms at the Voom Network, when the Effective Date at the top of this page will be changed, or the amended policies or supplemental terms on Voom Network. Your continued access or use of Voom Network after such updated Terms become in effect constitutes your consent to be bound by the Terms, as amended. You understand and accept that it is your responsibility to review this page for any updates to the Terms.

Contact us

If you have any questions about these Terms, please contact us at [email protected].


Promotion Codes and Other Referral Programs

Terms and Conditions

AS A CONDITION TO YOUR ACCEPTANCE AND USE OF ANY PROMOTION CODE, GIFT CARDS, COUPONS, OR OTHER REFERRAL PROGRAMS, (COLLECTIVELY, “PROMOTION CODES”) OFFERED BY VOOM OR THIRD PARTIES WITH WHOM VOOM HAS A CONTRACTUAL RELATIONSHIP, YOU WILL BE DEEMED TO HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS INCLUDE IMPORTANT LIMITATIONS OF YOUR RIGHTS AND REMEDIES. PLEASE READ THEM CAREFULLY.

A. Eligibility

These terms and conditions apply to all Voom promotions publicized in Mexico (each a “Promotion”), unless otherwise specified in the applicable Promotion marketing materials (the “Marketing Materials”).

All Promotions are open to all individuals aged 18 years or older who have a Voom account and are compliant with these Terms and Conditions. Employees of Voom, their families, and any agents or third parties directly associated with administration of the Promotion are not eligible. Proof of age and/or identity and/or residency may be required.

Voom’s Terms of Use (Mexico) and Privacy Policy (Mexico) apply to all Promotions. Certain capitalized terms used but not defined in these Terms and Conditions have the meanings given in Voom’s Terms of Use.

B. Period

Promotions are available for the period specified in the Marketing Materials. If no period is specified in the Marketing Materials, the Promotion will be available for a limited time at Voom’s sole discretion. Voom reserves the right to hold void, cancel, suspend, or amend the Promotion at any time without any notice.

C. Use of Promotion Codes

To redeem a Promotion Code, the user must web access, and sign-up as a registered user of Voom at https://www.voom.flights.

Promotion Codes (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Voom.

The Marketing Materials may specify certain additional terms and conditions regarding how the Promotion Code may be redeemed and users of such Promotions Codes are deemed to have accepted and agreed to be bound by such additional terms and conditions.

Promotion Codes are redeemable for a discount to be used toward the total cost of a flight as specified in the Marketing Materials. Promotion Codes are not redeemable for any other purposes unless specifically stated in the Marketing Materials.

If a Promotion Code is for a specified discount and the user’s flight costs less than the discount, the remaining amount is terminated and cannot be “rolled over” or used in connection with another flight. Promotion Codes may not cover all of the fees and costs associated with a flight. If the user’s flight costs more than the discount, the user will be liable for the full remaining balance of the flight, which will be charged to the payment method specified in the user’s Voom account.

A Promotion Code may only be used once by each Voom user and will be valid until the date specified in the relevant Marketing Materials, or for the number of flights specified in the Marketing Materials. Unless otherwise specified in the Promotion marketing, a Code will expire ninety (90) days from the date the Promotion Code is first used.

Promotion Codes cannot be transferred, duplicated or sold and have no cash value.

Successful redemption of a Promotion Code is subject to the availability of flights on the Voom network, as well as the other terms and conditions specified in Voom’s Terms of Use.

Promotions Codes are not cumulative and cannot be used jointly with any other Promotion Codes or other offers or discounts.

D. Waiver of Liability

Insofar as is permitted by law, neither Voom nor its employees, affiliates or agents are responsible or liable to compensate a participant, accept any liability (whether direct, indirect, special, incidental, exemplary, punitive or consequential) for any loss, damage, personal injury or death arising out of or in connection with any participant’s participation in the Promotion and regardless of whether Voom, its employees, affiliates or agents have been advised of the possibility of such loss, damage, personal injury or death.

You agree to indemnify and hold Voom and its officers, directors, employees, and agents harmless from any and all liability relating to claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Promotion Code, the Voom Network, Air Taxi Services or from goods obtained through your use of the Voom Network; (ii) your breach or violation of any of these Terms and Conditions; and (iii) your violation of the rights of any third party, including Helicopter Operators.

E. General

Participants are deemed to have accepted and agreed to be bound by these Terms and Conditions upon participation in the Promotion. Voom reserves the right to refuse participation in the Promotion to anyone in breach of these Terms and Conditions.

Voom reserves the right to modify and amend these Terms and Conditions from time to time during the Promotion period.

The invalidity or unenforceability of any provision, or part thereof, of these Terms and Conditions will not affect the validity or enforceability of any other provision or part thereof. In the event that any provision, or part thereof, of these Terms and Conditions is determined to be invalid or otherwise unenforceable or illegal, the other provisions, or parts thereof, will remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. Voom’s failure to enforce any term of these Terms and Conditions will not constitute a waiver of that term or any other provision of these Terms and Conditions.

In the event there is a discrepancy or inconsistency between disclosures or other statements contained in any Marketing Materials and these Terms and Conditions, these Terms and Conditions shall prevail, govern and control and the discrepancy will be resolved in Voom’s sole and absolute discretion.


Air Taxi Agreement

This Air Taxi Agreement (“Agreement”) sets forth the terms and conditions pursuant to which the helicopter operator listed on the Confirmation Ticket (as defined below) (“Helicopter Operator”) shall provide on demand air transportation services (servicio de taxi aéreo) rendered in accordance with Article 6 of the Regulations to the Civil Aviation Law (Reglamento de la Ley de Aviación Civil) (“Air Taxi Services”), to the passenger (the "Passenger" or “You”) that, directly or through a third party with contracting legal capacity acting for your benefit (the "Contracting User”), use the Voom Network (as defined below) for requesting and booking a helicopter flight to and from the helipads listed on the Confirmation Ticket (“Helipads”) on the date and time indicated in the Confirmation Ticket (the “Flight”).

Both Helicopter Operator and Passenger acknowledge that VOOM VFI Mexico S. de R.L. de C.V. (“Voom”) owns and operates a proprietary on-demand air mobility infrastructure network (the “Voom Network”), which includes Voom’s mobile application (“Voom App**”), website and other proprietary technologies and applications; in order to procure and manage as commission agent of its users the booking of helicopter flights within Mexico City, Mexico and its environs.

Helicopter Operator and Passenger further acknowledge that Helipads are operated by licensed, independent, third-party airfield services providers (prestadores de servicios aeroportuarios) (“Helipad Operators”) using the Voom Network to provide airfield services (servicios aeroportuarios) to Helicopter Operator as may be required in connection with the Air Taxi Services.

I. Air Taxi Services

a. Booking; Confirmation Ticket

Helicopter Operator will provide the Passenger with Air Taxi Services from the Helipad of origin to the Helipad of destination, subject to the terms, conditions and policies of this Agreement, all of which are accepted by the Passenger: (i) upon contracting the Air Taxi Services by the Passenger through a “click” acceptance process on the Voom Network, the Voom App or through any other mechanism; or (ii) if the Flight is booked by a Contracting User different from the Passenger, after the Flight is booked, through any conduct evidencing the Passenger’s intention to receive and benefit from the Air Taxi Services, including to board the corresponding helicopter. If special assistance is required for the Flight or have special needs in connection to the Air Taxi Services, Passenger or, if applicable, the Contracting User shall request the necessary services or equipment when booking the Flight. In accordance with the applicable laws, the Passenger will be informed of the special services that can be provided by Helicopter Operator, as well as any additional charges for such services and the Passenger will be provided with all necessary instructions in order for Helicopter Operator to provide such services.

Upon booking the Flight through the Voom Network, Helicopter Operator shall confirm the booking by issuing and sending to the Passenger or, if applicable, to the Contracting User an electronic voucher through the Voom Network; which electronic voucher shall consist of an electronic confirmation document identifiable through a number or a password (alphanumeric code) in the Voom Network (the “Confirmation Ticket”). With respect to the Air Taxi Services contracted for the Flight, the Confirmation Ticket will form an integral part of this Agreement and, in accordance with Articles 37 and 38 of the Regulations to the Civil Aviation Law, will contain data specific to the reservation, such as: (i) Flight and confirmation numbers, (ii) the Passenger’s and Helicopter Operator’s name, (iii) Helipad of origin and Helipad of destination, (iv) the date and time of the Flight’ departure, (v) number of pieces of baggage that may be transported in the Flight, as well as their maximum dimensions and any other applicable baggage restrictions or fees. Likewise, in further compliance of Articles 37 and 38 of the Regulations to the Civil Aviation Law, the following data related to the contracted Air Taxi Services is included in this Agreement: (i) the Passenger Fee (as defined below) and a breakdown of the fees comprising such Passenger Fee, (ii) the Passenger’s rights and the responsibilities of Helicopter Operator, (iii) the specific conditions of the Air Taxi Services.

Confirmation Tickets are non-transferable and non-refundable. Passenger shall be solely responsible for verifying that his/her name is properly spelled out on the Confirmation Ticket.

b. Passenger Conduct

You agree to comply with all applicable laws when using the Air Taxi Services, using them only for lawful purposes (e.g., no transport of unlawful, dangerous, or hazardous materials), and not causing nuisance, annoyance, inconvenience, or property damage, whether to Helicopter Operator or any other party. You will be required to follow all safety protocols and instructions provided by the aircraft commander and crew when using the Air Taxi Services.

c. Physical Security

Helicopter Operator, Voom and/or Helipad Operators may engage independent, third party security personnel ("Security Partners") to help ensure your safety and security prior, during and following the Flight.

You shall arrive at the check-in counter of the relevant helipad of origin at least 15 minutes before the Flight departure time indicated in the corresponding Confirmation Ticket. At the Helipad of origin, you may be subject to "airport style" security measures when using the Air Taxi Services. These measures may include being subject to a metal detector, manual baggage inspection, and other similar security measures. You may not bring dangerous items on your journey, such as firearms, knives, explosives, radioactive material, or any other that Voom, Helicopter Operator, the Helipad Operators, or the Security Partners consider that may pose a rise to the safety of the Flight, you or any passenger. You may also be subject to screening against various databases (i.e.: no-fly lists, criminal watch lists, etc.).

Each of Helicopter Operator, Voom, the Helipad Operators and the Security Partners, and any other third parties providing aspects of the Air Taxi Services booked through Voom Network, are entitled to refuse to provide any services, in whole or in part, for any reasonable security reason, and will immediately contact appropriate authorities should you refuse.

d. Verification of ID

In order to board a helicopter and in other certain instances at the Helipads, you may be asked to provide proof of identity – to be done upon the presentation of a photo ID issued by a governmental authority with the capacity to do so, and which ID shall contain the data matching exactly with the information provided in the Confirmation Ticket. You may be denied access to the Helipads or helicopter, as well as the provision of Air Taxi Services, if you refuse to provide such identification document.

e. Baggage

In accordance with Article 38 of the Regulations to the Civil Aviation Law, Passenger has the right to have his/her baggage (with a maximum weight of 15 kilograms and which dimensions and number of pieces shall not exceed those specified in the Confirmation Ticket) transported to its Helipad of destination. In the event that Passenger decides to travel without baggage, a preferential rate may be offered for the benefit of Passenger. All baggage may be subject to inspection prior to the Flight. If as a result of said inspection, Helicopter Operator, Helipad Operator or Security Partner identifies that Passenger is carrying prohibited or illegal items, they will notify Voom and, if applicable, the competent authorities to intervene and the corresponding piece of baggage will not be transported. Upon receipt of your baggage, Helicopter Operator shall issue a baggage identification tag for each piece of baggage. This baggage identification tag will consist of two parts: one half delivered to Passenger and the other half attached to the baggage. You must keep Passenger-tag-half and show it, upon request, to Helicopter Operator or Helipad Operator personnel at the destination Helipad to claim the baggage.

During your journey, you may be separated from your baggage and belongings at the discretion of Helicopter Operator. Items that may be "fragile" should not be brought on the Flight, and, in accepting this Agreement, you agree that neither Helicopter Operator nor Voom assumes (and strictly waives) any responsibility for your baggage and belongings. No animals (even in cages) are allowed during the use of the Air Taxi Services.

f. Privacy

Our practices with respect to the collection and use of personal information in connection with the Air Taxi Services are governed by Voom's Privacy Policy, which is made a part of, and is included in this Agreement.

To the extent that you provide any personal information to the Helipad Operators, the Security Partners or other third parties, such information will be subject to the separate policies of such organizations and you agree that Helicopter Operator shall have no obligation or liability with respect to such entities collection or use of such information.

II. Fees

a. Consideration paid by Passenger

Passenger agrees to pay a single, combined fee for the journey of the Flight booked through the Voom Network, which fee is comprised of: (i) the fees payable to Helicopter Operator for the Air Taxi Services, plus applicable Value Added Tax (“VAT”) (“Air Taxi Fee”); (ii) the fees payable to Voom for the use and access to the Voom Network for booking and managing the corresponding Flight, plus applicable VAT (the "Voom Network Fee”); and (iii) if applicable, the additional expenses stipulated under this Contract and any other expenses or costs related to the commission, plus any applicable taxes, fees and other related charges, in accordance with the applicable law (and together with the Air Taxi Fee and the Voom Network Fee, the "Compound Fee”). The amount of the Passenger Fee corresponding to the Flight shall be informed to the Passenger or, if applicable, the Contracting User, during the booking of the Flight through the Voom App or by any other use of the Voom Network.

Helicopter Operator and Passenger acknowledges that the Passenger Fee may be entered by the Passenger, as well as by Voom, the Contracting User of any other third party for the benefit of the Passenger.

b. Cancellation

If the Flight is cancelled due to reasons attributable to a Helicopter Operator, and as a result Passenger is denied the contracted Air Taxi Services, at Contracting User’s sole discretion, Helicopter Operator shall: (i) refund the Passenger Fee paid for the contracted Flight or the amount corresponding to the unfinished portion of the journey; (ii) offer, by all means available, substitute transportation on the first available flight, and provide, at least and free of charge, telephone or cabled communication services for contacting the point of destination, meals in accordance with the waiting time until boarding another flight, overnight accommodation in an airport or city hotel, when required and, in the latter case, ground transportation to and from the Helipad of origin; or (iii) provide the Air Taxi Services on such later date as appropriate to the Passenger to the destination for which the boarding was refused. In the cases of sections I and III above, Helicopter Operator will also pay compensation to the affected Passenger for an amount no less than twenty-five percent of the price paid for the contracted services or the unused portion of the trip.

The Passenger or, if applicable, the Contracting User may elect to cancel the request for Air Taxi Services at any time prior to the final confirmation of the Flight. Once final confirmation of the Flight has occurred, the Passenger or, if applicable, the Contracting User will be responsible for payment of a portion or the entirety of the quoted Passenger Fee ("Cancellation Fee"), plus applicable VAT. The amount of the Cancellation Fee corresponding to the Flight shall be informed through the Voom Network to the Passenger or, if applicable, to the Contracting User during the booking of the Flight through the Voom App o by any other use of the Voom Network.

c. Repair or Cleaning Fees

The Passenger or, if applicable, the Contracting User will be responsible for the cost of repair for damage to, or necessary cleaning of, equipment and property resulting from receiving the Air Taxi Services booked under its account at Voom Network, in excess of normal "wear and tear" damages and necessary cleaning ("Repair or Cleaning Fee"), plus applicable VAT. In the event that a Helicopter Operator reports the need of charging for Repair or Cleaning Fees, and such Repair or Cleaning Fee request is verified by Voom, the Passenger or, if applicable, the Contracting User will be responsible for payment of a Repair or Cleaning Fee.

d. Payment

The Passenger Fee and, when appropriate, the Cancellation Fee and the Repair or Cleaning Fee, plus applicable taxes, duties and any other related charges that may be applicable, pursuant to applicable laws, are available for the Passenger’s review at the Voom Network, and will be due immediately and charged to the Passenger or, if applicable, the Contracting User through the preferred payment method designated in its account at the Voom Network. If the primary payment method at the Voom Network account of the Passenger or, if applicable, the Contracting User is determined to be expired, invalid or otherwise not able to be charged; the secondary payment method in the corresponding Voom Network’s account, if available, shall be used instead. Passenger Fees and, when appropriate, the Cancellation Fee and the Repair or Cleaning Fee paid by the Passenger or, if applicable, the Contracting User are final and non-refundable, unless otherwise determined by Voom.

III. Representations and Warranties regarding Helicopter Operator

a. Licensed Helicopter Operator

Helicopter Operator represents and warrants that:

i) The Ministry of Communication and Transportation (Secretaría de Comunicaciones y Transportes; “SCT”) issued in favor of Operator the permit to establish and operate the non-regular public air transport service of the National Air Taxi (the "Air Taxi Permit") and the Air Services Operator Certificate (the "AOC Certificate", and together with the Air Taxi Permit, the “Air Transportation Permits”), which as of the date of execution of this Agreement are valid and in force and will remain so during the entirety of this Agreement. Therefore, Helicopter Operator is authorized and licensed to provide the Air Taxi Services hereunder.

ii) It is not in default in any respect under the Air Transportation Permits and has performed all obligations required to be performed by it prior to the execution of this Agreement under the Air Transportation Permits or applicable laws.

iii) Has all the necessary local, state and federal permits, concessions, licenses and authorizations required for it to conduct its business as currently conducted (the “Permits”), and such Permits constitute all permits and governmental authorizations required by Helicopter Operator to provide the Air Taxi Services.

b. Compliant Infrastructure and Personnel

Helicopter Operator has the personnel, capacity, expertise, organization and, in general, all infrastructure necessary for rendering the Air Taxi Services including:

i) Helicopters and any other equipment or security system required to perform this Agreement; which have received, and shall continue to receive, duly and timely maintenance, repair and operational conservation necessary to be in good working condition and in compliance with applicable laws, regulations and best industry standards applicable so as to transport the passengers in a safe and efficient manner.

ii) Duly qualified, trained and licensed pilots and support personnel to operate the helicopters and to perform Helicopters Operator’s obligations under this Agreement, in a safe and efficient manner in accordance with the terms of this Agreement and in compliance with applicable laws and regulations.

c. Operational Control

Passenger acknowledges and agrees that (i) Helicopter Operator is solely responsible for the safety and operation of all helicopters and the Air Taxi Services provided by Helicopter Operator in compliance with all applicable laws; and (ii) Helipad Operators are solely responsible for the safety and operation of the Helipads and the boarding, safety and security, as well as the airfield services provided to Helicopter Operator by the Helipad Operators in compliance with all applicable laws. Passenger further acknowledges and agrees that Helicopter Operator and Helipad Operators are solely responsible for all risks associated with such helicopters and Air Taxi Services, as well as with the Helipads, the boarding, safety and security there and the airfield services provided to Helicopter Operator therein, respectively. Without limiting the generality of the foregoing, (i) Helicopter Operator shall have exclusive authority over initiating, conducting, and terminating the Flight, and any crewmember assigned to the Flight shall be under the exclusive command and control of Helicopter Operator; and (ii) the relevant Helipad Operator shall have exclusive authority over initiating, conducting, and terminating any boarding and security/safety measures prior to the Flight, and any security and managing personnel assigned to the Helipads shall be under the exclusive command and control of the relevant Helipad Operator.

d. Compliance with Applicable Laws

Helicopter Operator is in compliance with, and will ensure that each of its representatives, contractors and employees comply with, (i) all applicable laws and regulations, including applicable flight rules, licensing, training and safety regulations and (ii) all Voom safety and security protocols published from time to time and (iii) all safety and precaution requirements as mandated by the Federal Agency regulating the Navigation Services in the Mexican Airspace (Servicios a la Navegación en el Espacio Aéreo Mexicano; SENEAM).

e. Insurance

Helicopter Operator has contracted with an insurance company duly authorized to operate in Mexico, and will maintain valid at all times during its use of the Voom Network, for each and every helicopter dedicated to Voom Network, an Aviation Liability Policy with comprehensive coverage for damages arising out or that may derive from the Air Taxi Services. Helicopter Operator’s purchase and maintenance of the insurance required in this clause shall not limit or reduce Helicopter Operator’s liability to Passenger with respect to any damages that may derive from the execution of this Agreement or the provision of the air Taxi Services, and such insurance shall not limit Passenger’s rights and remedies against the Helicopter Operator in any respect. Parties agree and acknowledge that insurance required herein is not in substitution of Helicopter Operator’s liability to Passenger, Voom or third parties in this respect.

IV. Disclaimers; Limitation of Liability

a. VOOM'S DISCLAIMER

HELICOPTER OPERATOR AND PASSENGER EXPRESSLY ACKNOWLEDGE THAT VOOM ACTS ONLY AS ENABLER BETWEEN PASSENGER AND HELICOPTER OPERATOR FOR PURPOSES OF REQUESTING AND BOOKING OF AIR TAXI SERVICES THROUGH VOOM NETWORK.

HELICOPTER OPERATOR AND PASSENGER EXPRESSLY ACKNOWLEDGE THAT VOOM IS NOT AND WILL NOT BE RESPONSIBLE FOR THE PRACTICES AND POLICIES ADOPTED BY HELICOPTER OPERATOR, INCLUDING WITH RESPECT TO SAFETY.

HELICOPTER OPERATOR WILL BE SOLELY RESPONSIBLE FOR INTRINSIC ISSUES RELATED TO THE PROVISION OF THE AIR TAXI SERVICES FOR THE CONTRACTED FLIGHT, AND AS SUCH SHOULD BE SOLELY RESPONSIBLE, AMONG OTHERS, FOR THE CANCELLATION OR DELAY CAUSED BY REASONS ATTRIBUTABLE TO HELICOPTER OPERATOR.

HELICOPTER OPERATOR WILL BE THE SOLE PARTY RESPONSIBLE BEFORE SCT AND/OR ANY OTHER GOVERNMENTAL AUTHORITY, PASSENGER, VOOM AND THE HELIPAD OPERATORS FOR THE DAMAGES THAT RESULT FROM THE PROVISION OF THE AIR TAXI SERVICES, THE OPERATION OF THE HELICOPTERS AND THE PERFORMANCE OF ITS OBLIGATIONS PURSUANT TO THE APPLICABLE LAWS AND THIS AGREEMENT.

b. YOUR CONSUMER RIGHTS

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION VI DO NOT MEAN TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED, CHANGED OR MITIGATED UNDER APPLICABLE LAW.

V. Indemnity

a. Indemnification by Passenger

You agree to indemnify Helicopter Operator and its officers, directors, employees, and agents harmless from any and all liability relating to claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of Voom Network, the Air Taxi Services or from goods or obtained through your use of Voom Network; (ii) your breach or violation of any of this Agreement; and (iii) your violation of the rights of any third party, including Voom.

b. Indemnification by Helicopter Operator

Passenger agrees and acknowledges that Helicopter Operator shall be solely responsible for holding harmless and indemnifying the Passenger, Voom, and their officers, directors, and employees from any and all claims, liabilities, damages and losses arising from (i) any breach by Helicopter Operator or its representatives or employees of this Agreement or any applicable law, (ii) any property damage, personal injury or death related to or arising from, either directly or indirectly, the provision of Air Taxi Services by Helicopter Operator or their representatives, employees or contractors under this Agreement, (iii) arising from Helicopter Operator’s failure to obtain, hold, possess or comply with any and all authorizations or Permits in connection with the Air Taxi Services that Helicopter Operator should hold or possess in order to perform the Air Taxi Services under this Agreement, pursuant to the applicable laws.

VI. Miscellaneous

a. Notices

Notices to any party under or relating to this Agreement will be in writing and by means of a notice through the Voom Network. Such notice shall be deemed effective 12 hours after sending it through Voom Network. Any notices served in each party’s account at the Voom Network will be fully valid and receipt of the same may not be objected.

b. Severability

The terms and conditions of this Agreement are severable. If any term or condition of this Agreement is deemed to be invalid or unenforceable under any rule of law, all other terms will remain in force. Further, the term or condition which is held to be invalid or unenforceable will remain in effect as far as possible in accordance with the intention of the parties hereto.

c. Entire Agreement; Third Party Beneficiaries

This Agreement constitutes the complete and exclusive statement of the agreement between the parties, and supersedes all prior proposals and understandings, oral or written, relating to the subject matter of this Agreement. This Agreement is not intended to confer, and shall not confer, upon any person other than Passenger and Helicopter Operator any rights or remedies. No joint venture, partnership, employment, or agency relationship exists between Passenger, or Helicopter Operator or Security Partner arising from the contractual relationship established between Passenger and Helicopter Operator, your consent to this Agreement or your use of Voom Network.

d. Effect of Waiver

No waiver of any provisions of this Agreement will be effective unless contained in a writing signed by the party waiving its rights. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of that provision or of any other.

e. Assignment

This Agreement will be binding on each of the parties and their respective successors and assigns. Passenger may not assign this Agreement in whole or in part without the prior written consent of Helicopter Operator.

f. Force Majeure

In the event that any of the parties is rendered unable by reason of any event of Force Majeure (defined below) to perform, wholly or in part, any obligation or commitment set forth in this Agreement, then upon such party’s giving written notice and full particulars of such event after the occurrence thereof, the obligations of such party, except for obligations to make payment of money due, shall be suspended to the extent that such party is affected by such Force Majeure and for the period such Force Majeure condition exists. The term “Force Majeure” when used herein shall include, without limitation, acts of God and acts of public enemies, wars, insurrection, riots, acts of terrorism, theft, embargo, bad weather, tornado, transportation emergency, earthquake, fire, flood, epidemic, quarantine restrictions, unanticipated national emergency, strikes of a national or industry-wide scope that are not limited to or focused on the parties and their employment practices, in each case to the extent: (a) such act or event prevents a party from performing its obligations or complying with any conditions of this Agreement, and (b) such act or event is unforeseeable and could not have been avoided or mitigated through the exercise of commercially reasonable means. The party claiming an event of Force Majeure shall take all steps that are reasonable and necessary to mitigate the effect of the Force Majeure event.

g. Governing Law and Arbitration

This Agreement shall be governed by and construed in all respects in accordance with the applicable laws of Mexico. All disputes or proceedings arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, and any question as to whether a particular dispute is arbitrable hereunder, shall be exclusively referred to and finally resolved by binding arbitration administered by the Centro de Arbitraje de México and conducted pursuant to its Rules of Arbitration current at the date of execution of this Agreement, by three arbitrators appointed in accordance with the said Rules of Arbitration. The place of arbitration shall be Mexico City, Mexico, and the language to be used in the arbitral proceedings shall be Spanish, provided that the parties may submit to the Tribunal documentary evidence in its original language without the need of translation. The arbitrators shall make any determination regarding the costs and expenses of the arbitration, including its reasonable attorneys’ fees, as well as pre-award interest at the applicable statutory rate under Mexican law. The parties hereto expressly waive any right they may have, now or in the future, to submit any dispute arising out or in connection with this Agreement to the courts of Mexico or any other jurisdiction.