Terms and Conditions of Use

1. Purpose

These Terms and Conditions (hereinafter, the "Terms") govern the access and use of the FaroNova platform (faronova.co), its products and technology services, operated by Faro Innovación y Estrategia SAS (hereinafter, "FaroNova"), a commercial company in the process of incorporation and registration under the laws of the Republic of Colombia, with principal domicile in the city of Bogotá D.C.

By registering, accessing, or using any of FaroNova's services, the User accepts these Terms in their entirety. If the User disagrees with any provision, they must refrain from using the Platform.

2. Definitions

For the purposes of these Terms, the following terms shall have the meanings indicated below:

• Regulatory Alerts: Notifications automatically generated by FaroMonitor when it detects new regulation issued by monitored government entities.

• Conversational Assistant: Artificial intelligence assistant integrated into the Services that allows Users to make natural language queries.

• Smart Library: Digital regulatory repository organized and enriched with artificial intelligence that is part of FaroMonitor.

• FaroMonitor (Regulatory Monitor): Software product developed by FaroNova that enables the monitoring and analysis of Colombian regulation, including Regulatory Alerts, the Smart Library, and the Conversational Assistant.

• FaroPlanning (Scenario Planning): Software product developed by FaroNova that guides users through a structured strategic scenario planning process with artificial intelligence assistance.

• Platform: The website faronova.co and associated applications through which FaroNova provides its Services.

• Services: Access to and use of FaroNova products as cloud software (Software as a Service — SaaS), including FaroMonitor, FaroPlanning, and any other product that FaroNova develops and makes available.

• Third-Party Services: Infrastructure, cloud computing, artificial intelligence, and other technology services provided by third parties (including but not limited to Amazon Web Services, Anthropic, and other providers) that FaroNova uses to operate its Services.

• User: Any natural person who accesses the Platform and uses the Services, whether personally or on behalf of a legal entity.

3. Description of Services

FaroNova offers cloud software products (SaaS) designed for organizations seeking to make informed decisions. Available Services include:

3.1. FaroMonitor (Regulatory Monitor)

Regulatory intelligence platform that enables the monitoring and analysis of Colombian regulation through artificial intelligence. The service includes:

• Regulatory Alerts: automatic notifications when new regulation issued by monitored government entities is detected.

• Smart Library: digital regulatory repository organized and enriched with artificial intelligence.

• Conversational Assistant: artificial intelligence assistant that enables natural language queries on regulatory topics.

3.2. FaroPlanning (Scenario Planning)

Strategic planning platform that guides users through a structured scenario planning process. The service includes:

• Tools to identify forces of change and critical uncertainties.

• Generation and evaluation of future scenarios.

• Development of action lines and work plans.

• Artificial intelligence assistance to enrich analysis.

• Cloud storage of projects and results.

3.3. Service Availability

Not all Services are available simultaneously. FaroNova will determine which Services are active and available to new users at any given time. The engagement of each Service is governed by the specific agreement between FaroNova and the User or the organization they represent.

4. Registration and Account

4.1. Registration

To use the Services, the User must create an account providing truthful, complete, and up-to-date information. The User commits to keeping such information updated throughout the term of their account.

4.2. Credentials

The User is responsible for maintaining the confidentiality of their access credentials (username and password) and all activities conducted under their account. The User must notify FaroNova immediately if they detect unauthorized use of their account.

4.3. Corporate Accounts

When an organization engages the Services, it may designate authorized Users to access under its corporate account. The organization is responsible for the actions of its Users and for ensuring they comply with these Terms.

5. License of Use

5.1. Grant

FaroNova grants the User a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Services exclusively through the Internet as cloud software (SaaS), during the term of the corresponding agreement and subject to the terms established herein.

5.2. Nature of the Service

The User acknowledges and accepts that:

(a) The Services are cloud software (SaaS). The User does not acquire any ownership right, perpetual license, local copy, or installation right over the software. Access depends on an Internet connection and the availability of cloud infrastructure.

(b) The Services depend on Third-Party Services. FaroNova operates its products using infrastructure and services provided by third parties. Service availability is subject to the availability of said Third-Party Services.

(c) All intellectual property rights over the software, source code, algorithms, artificial intelligence models, designs, databases, and other components of the Services are and shall remain the exclusive property of FaroNova.

6. Use Restrictions

The User agrees NOT to:

(a) Copy, modify, adapt, translate, decompile, disassemble, or reverse engineer the Services or any of their components.

(b) Sublicense, lease, lend, sell, resell, or distribute access to the Services to third parties.

(c) Use the Services to develop a competing product or service.

(d) Attempt to access the source code, algorithms, artificial intelligence models, or any underlying component of the Services.

(e) Circumvent, disable, or interfere with the security measures or technical limitations of the Services.

(f) Use the Services in a manner that infringes applicable laws or third-party rights.

(g) Use the Services to generate content that is illegal, defamatory, or violates third-party rights.

(h) Share access credentials with unauthorized persons.

(i) Attempt to access other users' accounts or internal Platform systems.

7. Intellectual Property

7.1. FaroNova's Property

The Platform, including its source code, design, methodology, texts, and other content, is owned by FaroNova and is protected by Colombian and international intellectual property laws.

7.2. User Content

The data, documents, files, and any information that the User enters, uploads, or generates through the use of the Services are and shall remain the exclusive property of the User. FaroNova does not acquire any right over such content, except the limited right to process it technically to provide the Services.

7.3. Aggregated Statistics

FaroNova may use aggregated and anonymized data about Service usage to improve its products, without identifying individual users or accessing the specific content of their queries or files. This includes information such as usage frequency, most consulted modules, query volume, and general navigation patterns.

8. Use of Artificial Intelligence and Limitations

The User acknowledges and accepts that:

(a) Artificial intelligence can make errors. The AI models used in the Services may generate inaccurate, incomplete, outdated, or incorrect responses. FaroNova continuously works to improve the quality and accuracy of the information provided, but cannot guarantee the accuracy, veracity, or completeness of results generated by artificial intelligence.

(b) Artificial intelligence does not replace human judgment. The results of the Services are informational support tools and do not substitute the analysis, judgment, or criteria of specialized professionals. The User is responsible for verifying all information obtained from the Services against original sources and qualified professional judgment before making decisions.

(c) The Services do not generate professional advice. The results, responses, and content generated by the Services do not constitute legal, tax, accounting, regulatory compliance, or any other professional advice. They may not be interpreted as legal concepts, legal opinions, recommendations for regulatory filings, inputs for board of directors or compliance committee decisions, nor as a substitute for direct consultation of official regulatory sources.

(d) The Services do not create a professional relationship. The use of the Services does not create an attorney-client, advisor-client, or any other professional relationship between FaroNova and the User. In the event of a discrepancy between information provided by the Services and official regulatory sources, the official source shall always prevail.

(e) Regulatory monitoring is not exhaustive. FaroMonitor monitors the regulatory sources that FaroNova determines at its discretion. FaroNova does not guarantee that monitoring covers all regulatory entities, nor all administrative acts, norms, resolutions, opinions, or documents issued by monitored entities. There may be regulations relevant to the User that are not captured, processed, or notified by FaroMonitor. The User is responsible for supplementing monitoring with their own sources and by directly consulting official gazettes and institutional websites of relevant regulatory entities.

(f) Information may not be current. The Services process regulatory information with the frequency that FaroNova determines. There may be delays between the publication of a norm or regulation and its appearance in the Services. FaroNova does not guarantee that the available information reflects the current regulatory status in real time.

(g) Responsibility for decisions rests exclusively with the User. The User assumes full responsibility for any decision, action, or omission taken based on information provided by the Services. FaroNova shall not be liable for losses, sanctions, fines, damages, or consequences of any nature arising from decisions made based on the results, responses, or content of the Services.

(h) Responsible and ethical use. The User shall use the Services in good faith, responsibly, and in compliance with applicable laws, refraining from using them for illegal, fraudulent, or professionally unethical purposes.

9. Data, Privacy, and Security

9.1. Data Security Guide

The processing of data within the Services is governed by FaroNova's Data Security Guide, whose provisions form an integral part of these Terms.

9.2. Privacy Notice

The collection, use, and protection of personal data is governed by FaroNova's Privacy Notice, whose provisions form an integral part of these Terms. The User expressly authorizes the international transmission of their personal data to the United States of America in accordance with the Privacy Notice and Article 26, paragraph a) of Law 1581 of 2012.

9.3. Data Processing Roles

FaroNova acts as data controller with respect to registration, authentication, support, billing, contact, and website browsing data. With respect to personal data contained in files, queries, projects, or documents uploaded by corporate clients for their own use, the client acts as data controller and FaroNova acts as data processor, acting solely under the client's instructions and for the provision of the Service.

9.4. Confidentiality of Queries and Files

In the ordinary course of service provision, FaroNova does not access, review, or use the content of queries made by Users to the Conversational Assistant or files uploaded by the User to the Services. Any exceptional access would require a legal or contractual basis and would be subject to documented internal controls.

9.5. Data Destination upon Termination

Unless the applicable commercial agreement provides for a different period, the User's data and files will remain available for export for thirty (30) calendar days following termination. After that period, FaroNova will permanently delete the User's data and files from its systems, including projects, files, usage statistics, and authentication account. The only information that may remain is a minimal legal audit record that does not contain User content, email, or personally identifiable information, retained solely for compliance with legal obligations with a defined expiration period.

10. Security Incident Notification

In the event that FaroNova becomes aware of a security incident that affects or may affect the User's personal data, FaroNova will notify the affected User within seventy-two (72) hours from the time it becomes aware of the incident, indicating:

(a) The nature of the incident and the data potentially compromised.

(b) The measures adopted or proposed to mitigate the effects of the incident.

(c) Recommendations for the User to protect their interests.

(d) Contact information of the responsible area for additional inquiries.

FaroNova will also notify the Superintendence of Industry and Commerce when the incident warrants it in accordance with applicable regulations.

11. Service Availability

11.1. Availability

FaroNova will make commercially reasonable efforts to keep the Services available. However, FaroNova does not guarantee a specific level of availability (uptime). Interruptions may occur due to maintenance, updates, or circumstances beyond FaroNova's control.

11.2. Support

FaroNova will offer customer support during the term of the contractual relationship and will make reasonable efforts to respond to User requests in a timely manner.

11.3. Third-Party Service Interruptions

The User acknowledges that the Services depend on Third-Party Services and that FaroNova has no control over the availability, performance, or continuity of said services. Interruptions or degradations caused by Third-Party Services shall not constitute a breach by FaroNova.

12. Limitation of Liability

12.1. Disclaimer of Warranties

FaroNova provides the Services "AS IS". It grants no express or implied warranties regarding the suitability, accuracy, completeness, or absence of errors of the Services.

12.2. Exclusion of Indirect Damages

In no event shall FaroNova be liable to the User for indirect, incidental, special, consequential, punitive, or exemplary damages, including without limitation loss of profits, loss of data, loss of business opportunities, business interruption, or any other similar damages, even if FaroNova had been advised of the possibility of such damages.

12.3. Liability Cap

FaroNova's total and cumulative liability to the User for any cause and under any theory of liability (contractual, extracontractual, or of any other nature) shall not exceed the total amount actually paid by the User to FaroNova during the twelve (12) months immediately preceding the event giving rise to the claim.

12.4. Informational Nature

The Services are information and analysis tools. The results, responses, and content do not constitute legal, tax, or any other professional advice. FaroNova shall not be liable for decisions the User makes based on information provided by the Services.

12.5. No Liability for Third-Party Services

FaroNova shall not be liable for failures, interruptions, errors, data loss, or any other damage arising directly or indirectly from the Third-Party Services used to operate the Services.

12.6. Exceptions to Limitation of Liability

The limitations and exclusions of liability established in this Clause shall not apply in the event of: (a) willful misconduct or gross negligence by FaroNova; (b) infringement of third-party intellectual property rights attributable to FaroNova; or (c) obligations that by their nature cannot be limited under applicable Colombian law. In the event of breach of confidentiality and personal data protection obligations attributable to FaroNova, FaroNova's total and cumulative liability shall not exceed an amount equivalent to three (3) times the total amount actually paid by the User to FaroNova during the twelve (12) months immediately preceding the event giving rise to the claim.

13. Suspension and Termination

13.1. Termination by the User

The User may cancel their account at any time from the profile section or by written notice to FaroNova. Upon cancellation, the provisions of section 9.5 regarding data destination shall apply.

13.2. Termination by FaroNova

FaroNova may suspend or terminate a User's access:

(a) By written notice with at least thirty (30) calendar days' advance notice.

(b) Immediately if the User breaches these Terms and does not remedy such breach within fifteen (15) calendar days following written notification.

(c) Immediately if the User violates the use restrictions of Clause 6.

13.3. Effects of Termination

Upon termination for any reason:

(a) The license of use shall automatically expire.

(b) The User shall lose access to the Services.

(c) The provisions of section 9.5 regarding data destination shall apply.

(d) The clauses on intellectual property, limitation of liability, and data protection shall survive termination.

13.4. Data Export

In the event of termination, the User may export their data within the period established in section 9.5. After that period, the data will be permanently deleted.

14. Modifications

FaroNova reserves the right to modify these Terms. Modifications will be notified to users through the Platform or by email and will take effect upon acceptance or, failing that, upon continued use of the Services after notification.

15. Applicable Law and Dispute Resolution

15.1. Applicable Law

These Terms are governed by the laws of the Republic of Colombia.

15.2. Dispute Resolution

Disputes arising from these Terms shall be resolved initially through direct negotiation between the parties for a period of thirty (30) calendar days. If the parties fail to resolve the dispute through direct negotiation, it shall be submitted to the competent courts of the city of Bogotá D.C., Republic of Colombia.

16. General Provisions

16.1. Independence of the Parties

Nothing in these Terms creates a partnership, agency, franchise, employment, or representation relationship between FaroNova and the User.

16.2. Assignment

The User may not assign or transfer the rights derived from these Terms without the prior written consent of FaroNova. FaroNova may assign these Terms to any entity that acquires all or part of its assets or shares.

16.3. Force Majeure

Neither party shall be liable for the breach of its obligations when such breach is caused by events of force majeure or fortuitous events, in accordance with Colombian law.

16.4. Severability

If any provision of these Terms is declared null, invalid, or unenforceable, the remaining provisions shall retain full validity and effect.

16.5. Communications

Communications from FaroNova to the User shall be made by email to the address registered in their account or through notifications on the Platform.