Terms and Conditions of Use

Sherpa Monterrey, S.A. de C.V. | Last Updated: March 30, 2026

Parties to the Agreement

These Terms and Conditions of Use (hereinafter, the "Terms") constitute a binding legal agreement entered into between:

Sherpa Monterrey, S.A. de C.V. (hereinafter, "Sherpa"), with domicile at Callejón de Capellanía 400, Zona de los Callejones, San Pedro Garza García, Nuevo León, C.P. 66228, and

The User, understood as any individual or legal entity that accesses, registers, or uses Sherpa's services through its digital platform (hereinafter, the "Platform" or the "Software").

By accessing or using any of the services offered by Sherpa, the User represents that they have read, understood, and accepted these Terms in their entirety. Should the User disagree with any of the terms set forth herein, the User must refrain from using the services.

Declarations

"Sherpa" declares that:

  • It is a legal entity lawfully incorporated under the laws of the United Mexican States, with sufficient capacity to enter into this agreement.
  • It holds the economic copyrights over the Software named "Sherpa Salud Ocupacional 3.0", duly registered with the National Institute of Copyright (INDAUTOR) under registration number 03-2025-022614161300-01, issued on March 10, 2025.
  • It has decided to grant the User a use license for the Software with the features, conditions, and limitations outlined in this instrument.

The User declares that:

  • They are an individual or legal entity with the legal capacity to enter into this agreement.
  • Their domicile is at the address registered in the data uploaded to the Software.

The Parties mutually acknowledge and reiterate the legal faculties, identity, responsibility, and capacity with which they represent themselves to enter into this agreement, and assume its consequences and obligations.

Definitions

For the purposes of these Terms, the following definitions shall apply:

  • "Sherpa": Sherpa Monterrey, S.A. de C.V., its affiliates, legal representatives, employees, and licensors.
  • "User": Any individual or legal entity that accesses, browses, uses, registers, or interacts with Sherpa's services.
  • "Software" or "Platform": The electronic health record information system named "Sherpa Salud Ocupacional 3.0", registered with INDAUTOR under number 03-2025-022614161300-01, as well as all its functionalities, tools, content, and associated technology.
  • "Services": The health information administration functionalities offered through the Platform, including the electronic medical record, occupational health monitoring, and clinical management tools.
  • "License": The onerous, non-exclusive, and non-transferable authorization of use over the Software that Sherpa grants to the User through these Terms.
  • "Intellectual Property": Ownership rights over creations of the mind, including copyrights, industrial property, and trade secrets.
  • "ARCO Rights": The rights of Access, Rectification, Cancellation, and Opposition that personal data subjects can exercise pursuant to the LFPDPPP.

First.- Purpose

Through these Terms, Sherpa grants the User a License to use the Software, in order for the User to have access to the health information administration Services offered through the Platform.

The Services consist, without limitation, of providing the User access to and use of electronic tools for the management of the electronic medical record, occupational health monitoring, and consultation of medical information of the User's patients, in relation to the medical care performance they provide.

Second.- Intellectual Property

The Parties expressly acknowledge that Sherpa is the sole owner of the copyrights, intellectual property, and industrial property over the Software, including its source code, applications, graphical interfaces, supplementary documentation, and any elements derived thereof.

The Software named "Sherpa Salud Ocupacional 3.0" is duly registered before the National Institute of Copyright (INDAUTOR) with registration number 03-2025-022614161300-01, issued on March 10, 2025, authored by Alberto Fernández Martínez and owned by Sherpa Monterrey, S.A. de C.V.

Irrespective of its registration, Sherpa's intellectual property has a confidential nature and constitutes Trade Secrets under the Third Title of the Industrial Property Law, whose unauthorized disclosure is subject to the penalties set forth in articles 223, section IV, and 224 of said Law, which establish penalties of two to six years in prison and a fine for whoever reveals a trade secret without the consent of its owner.

Third.- Scope of License and Conditions of Use

These Terms only cover the licenses and authorizations explicitly granted herein. Any right or license not expressly granted to the User is reserved for Sherpa. Acceptance of these Terms does not imply, in any case, the assignment or transmission of copyrights over the Software.

The User may not, under any circumstance:

  • Obtain economic benefit through the dissemination, alienation, or transmission of the Software.
  • Use the Software for purposes other than those expressly authorized.
  • Redistribute the Software or any associated content entirely or partially.
  • Reverse engineer, decompile, or disassemble the Software.
  • Modify the original codes, executables, or information resources of the Software.
  • Attempt to access restricted areas of the system or alter the technical operation of the Platform.
  • Permit or encourage third parties to carry out any of the above activities.

Any misuse shall be sufficient grounds to suspend the User's access, subject to prior notification in accordance with the process established in Sherpa's Information Security Policy and the Service Level Agreement (SLA). In cases of immediate risk to the system's or third parties' security, the suspension may be immediate.

Fourth.- Registration and Accounts

To access the functionalities of the Platform, the User must create an account. The User states that all information provided during registration will be truthful, complete, and updated, being responsible for maintaining the confidentiality of their access credentials.

Each account is personal and non-transferable. The system allows only one active session per user. Passwords must comply with the requirements established in Sherpa's Password Policy. In case of suspected unauthorized access, the User must immediately notify info@sherpa.la.

Fifth.- Exclusion of Warranties

Sherpa makes the Software available to the User "as is" and assumes no responsibility related to its satisfactory operation, not guaranteeing that:

  • The Software will be error-free at all times.
  • Its use will not be interrupted by errors, viruses, or other technical causes.
  • Access to the service will be free from interruptions.

Sherpa does not grant any warranty, either express or implied, beyond the specific availability and recovery commitments established in the Service Level Agreement (SLA) signed with the User, which shall prevail regarding such specific commitments.

Sixth.- Limitation of Liability

In no event shall Sherpa be liable for damages of any nature arising from the use of the Software or the inability to use it, nor for those generated by the loss of information resulting from its use, even if Sherpa has been informed of the possibility of such damages.

If the User defaults on any of the obligations acquired through these Terms, they shall be liable for the damages that such default causes to Sherpa or third parties, and must hold Sherpa harmless from any lawsuit or procedure arising from said default.

The information contained in the Software is presented based on the information provided by the User themselves or by third parties, hence Sherpa assumes no responsibility for discrepancies with final information.

Seventh.- Personal Data Protection

Sherpa commits to process personal data pursuant to the Federal Law on Protection of Personal Data Held by Private Parties (LFPDPPP). The processing of the User's personal data is fully governed by Sherpa's Privacy Notice, available at http://sherpa.la, which is an integral part of these Terms.

Sherpa acts as the Data Processor of the patients' data that the User registers in the Platform, pursuant to article 3, section IX of the LFPDPPP. Consequently, it shall be the exclusive responsibility of the User to:

  • Provide the adequate privacy notice to the subjects of their patients' data.
  • Obtain the necessary authorizations from said subjects pursuant to the LFPDPPP.
  • Address ARCO rights requests formulated by the subjects, notifying Sherpa when the attention requires technical intervention in the Platform.

To exercise ARCO rights over the User's own personal data held by Sherpa, the complete procedure is described in the Privacy Notice available at http://sherpa.la. The contact for ARCO requests is: info@sherpa.la.

Eighth.- Confidentiality and Conventional Penalty

The User agrees to maintain strict confidentiality regarding the information they access through the Software, including technical, commercial, clinical information, and any data constituting Sherpa's Trade Secret. This obligation will survive the validity of these Terms and for a period of five (5) years following their termination.

In the event of a breach of the confidentiality obligations, the User shall be obligated to pay Sherpa a conventional penalty ruled by the competent courts, without prejudice to the payment of additional damages and the applicable criminal sanctions pursuant to articles 223, section IV, and 224 of the Industrial Property Law.

Ninth.- Validity, Updates, and Modifications

This License shall have an indefinite term as long as the User keeps their subscription to the Services active. The User may terminate their access by giving written notice to Sherpa 30 calendar days in advance.

Sherpa may perform modifications to the Software subject to the change management process established in its Information Security Policy, with prior notice to the User subject to the times defined in the Service Level Agreement (SLA).

These Terms may be modified by Sherpa, notifying the User at least 30 calendar days in advance through the Platform, registered email or the website http://sherpa.la. The continued use of the Services following the notification implies acceptance of the modified Terms.

Tenth.- Consideration and Payment Method

Out of the provision of the Services, the User agrees to pay the amounts specified in the service contract and its corresponding annexes. Payment methods, amounts, and frequency may be modified by the Parties upon prior written agreement. Sherpa is obligated to issue the tax receipts corresponding to the provided Services.

Eleventh.- Consent and Perfection

These Terms will be deemed accepted and perfected once the User: (i) expressly accepts these Terms through the Platform by checking the acceptance box upon registration; (ii) makes the first payment for the Services; and (iii) begins using the Software.

Twelfth.- Applicable Law and Jurisdiction

These Terms shall be governed and construed in accordance with the applicable laws of the State of Nuevo León, Mexico. The Parties expressly submit to the jurisdiction and competence of the courts of the City of Monterrey, Nuevo León, waiving any other jurisdiction that might correspond to them by virtue of their present or future domiciles.

Contact Information

For any doubt, clarification, or request related to these Terms:

  • Email: info@sherpa.la
  • Domicile: Callejón de Capellanía 400, Zona de los Callejones, San Pedro Garza García, Nuevo León, C.P. 66228
  • Website: http://sherpa.la