Terms of Service

Parties

This Master Subscription Agreement ("Agreement") is entered into by and between IoT Research and Development LLC (trade name "IoT R&D"), a company organized under the laws of the State of Washington, United States, with address at [U.S. address], hereinafter "IoT R&D" or "Provider"; and the individual or legal entity that: (i) executes an order form expressly referencing this Agreement ("Order Form"); (ii) accepts an Order Form via a private offer on a cloud service provider marketplace; or (iii) registers for and accesses the Services under a free trial ("Trial Services"), who in each case agrees to be bound by this Agreement (hereinafter, "Customer").

Each party is referred to as a "Party" and collectively as the "Parties".

Effective Date: shall be (a) the date of the first executed Order Form; (b) the date the Customer accepts a private offer with an Order Form; or (c) for Trial Services, the date the Customer receives its access credentials.

Section 1. Services and Support

1.1. Services

"Services" means the IoT R&D products and services made available to the Customer. Subject to the terms of this Agreement, IoT R&D will provide the Services during the period specified in the Order Form ("Service Period"), in accordance with the Service Level Agreement available at [IoT R&D URL].

1.2. Support

IoT R&D will provide commercially reasonable support during the Service Period under its Support Policy available at [IoT R&D URL].

Section 2. Fees and Payment; Trial Services

2.1. Payment and Taxes

2.1.1. Fees. The Customer will pay the fees set out in the Order Form ("Fees"). IoT R&D will invoice according to the billing information provided. If the Customer pays by credit card, IoT R&D will charge automatically. All payment obligations are non-cancelable and Fees are non-refundable, except as expressly stated. Upon non-payment for fifteen (15) days after the due date, IoT R&D may (i) suspend access until full payment and/or (ii) charge default interest equal to the maximum conventional interest permitted by Chilean law.

2.1.2. Fee Disputes. If the Customer believes in good faith that an invoice is incorrect, it must notify IoT R&D within thirty (30) days of the invoice date ("Dispute Period"). The parties will work together to resolve the dispute. If the Customer does not notify within the Dispute Period, all invoiced fees will be deemed valid and due.

2.1.3. Taxes. The Fees do not include taxes, levies, duties or similar governmental assessments, including VAT, stamp duty, withholding tax or other Chilean or foreign taxes ("Taxes"). The Customer is responsible for paying all Taxes associated with its purchase, excluding those based on IoT R&D's net income or property. For Chilean VAT purposes (Law 18.470), IoT R&D will issue an exempt invoice where applicable, or the Customer must self-invoice under SII rules.

2.2. Price Changes

IoT R&D may change prices at the start of the next Service Period, giving the Customer reasonable notice.

2.3. Cloud Marketplace Billing

If the Customer purchases through a cloud provider marketplace, it agrees to pay as specified in that marketplace.

2.4. Trial Services and Beta Versions

Trial Services and Beta versions are provided "AS IS" without warranty. IoT R&D's liability will not exceed one thousand U.S. dollars (USD $1,000) or its equivalent in Chilean pesos at the official exchange rate of the Central Bank of Chile on the date of the claim.

2.5. Purchases through Authorized Resellers

Accepted under the terms of this Agreement.

Section 3. Term and Termination

3.1. Term and Renewal

This Agreement begins on the Effective Date and continues until all Order Forms have expired or terminated. Unless otherwise stated, the Service Period is one (1) year and will automatically renew for successive one (1) year periods, unless the Customer gives notice of its intent not to renew at least thirty (30) days before expiration.

3.2. Termination for Breach

A Party may terminate this Agreement for: (a) a material breach not cured within ten (10) days of notice; (b) insolvency or bankruptcy not resolved within sixty (60) days; or (c) immediately by IoT R&D if the Customer violates Section 4.5. Non-payment of Fees for thirty (30) days after the due date constitutes a material breach. The termination procedure under arts. 1489 et seq. of the Chilean Civil Code is acknowledged.

3.3. Effects of Termination

Upon termination, the Customer loses the right to use the Services. The Customer will not be entitled to a refund, except where it terminates for IoT R&D's material breach, in which case it will receive a prorated refund. The indicated sections survive.

Section 4. Ownership, License and Use of the Services

4.1. Ownership

Each Party retains its intellectual property rights. IoT R&D retains all rights to the Services and Service Information. The Customer retains rights to its Customer Information.

4.2. Feedback

The Customer grants IoT R&D a perpetual, irrevocable and worldwide license to use any feedback or suggestions provided.

4.3. Licenses

IoT R&D grants the Customer a limited, non-exclusive and non-transferable license to access and use the Services for internal business purposes during the Service Period. The Customer grants IoT R&D a license to use its Customer Information solely to provide the Services. IoT R&D may use Usage Data (aggregated and anonymized) to improve its services.

4.4. Authorized Users

The Customer is responsible for the use of the Services by its authorized employees, agents or contractors.

4.5. Prohibited Uses

The Customer may not, among other things: resell, decompile, reverse-engineer, use to compete with IoT R&D, introduce malicious code or violate applicable laws.

4.6. Artificial Intelligence

IoT R&D does not warrant the accuracy of AI-generated results. Use is at the Customer's risk. IoT R&D will not use Customer Information to train AI models, except for anonymous feedback.

Section 5. Confidentiality

Each Party will protect the other's Confidential Information using the same care it uses for its own (never less than reasonable care). It will not disclose or use the information except to perform the Agreement. Disclosure required by law will be notified in advance where possible. Service Information is IoT R&D's confidential information; Customer Information is the Customer's confidential information. The duty of confidentiality under art. 1546 of the Civil Code (contractual good faith) is acknowledged.

Section 6. Privacy and Security

IoT R&D will implement administrative, physical and technical safeguards to protect Customer Information. The Data Processing Addendum (DPA) available at [URL] is incorporated by reference. It complies with Law 19.628 on personal data protection and adheres to the principles of the upcoming Personal Data Framework Law.

Section 7. Representations, Warranties and Limitations

7.1. Authority

Each Party represents that it has the legal capacity to contract, under arts. 1446 et seq. of the Civil Code.

7.2. Limited Warranty

IoT R&D warrants that the Services will substantially conform to the documentation during the applicable term.

7.3. Warranty Limitations

EXCEPT AS SET OUT IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS". IoT R&D MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. IoT R&D IS NOT RESPONSIBLE FOR THE CUSTOMER'S REGULATORY COMPLIANCE. These limitations are valid in B2B contracts under the Commercial Code, but must be reviewed in light of art. 1546 of the Civil Code.

Section 8. Indemnification

8.1. Indemnification by IoT R&D

IoT R&D will indemnify the Customer for losses arising from third-party claims of intellectual property infringement caused by the Services. IoT R&D may: (i) obtain the right to continue use, (ii) replace or modify, or (iii) terminate and refund prorated fees.

8.2. Indemnification by the Customer

The Customer will indemnify IoT R&D for claims relating to its Customer Information.

8.3. Procedure

The indemnified party must promptly notify, give the indemnifying party sole control of the defense, and cooperate reasonably.

Section 9. Limitation of Liability

9.1.

To the maximum extent permitted by Chilean law, neither Party will be liable to the other for indirect, incidental, special, exemplary, consequential or punitive losses, including lost profits, loss of data or business interruption.

9.2. Liability Caps

9.2.1. General Cap. Each Party's aggregate liability for all claims arising from this Agreement (including direct and indirect damages, but excluding the cases in 9.3) will not exceed the greater of: (a) the total Fees paid by the Customer during the twelve (12) months immediately before the first event giving rise to the claim ("Variable Cap"); or (b) a fixed amount equal to 50 Unidades de Fomento (UF) ("Absolute Minimum Cap").

9.2.2. For claims arising from breach of confidentiality (Section 5), security obligations (Section 6 or DPA) or unauthorized use of intellectual property (4.5), the cap will be 2 times the General Cap, but in no case less than 100 UF.

9.2.3. For direct damages caused by willful misconduct, fraud or gross negligence of a Party, no cap will apply, and the Party will be liable for all damages actually proven, under art. 1558 of the Chilean Civil Code.

9.3.

Liability is not limited for: willful misconduct, fraud, gross negligence, breach of indemnification obligations, violation of prohibited uses, or any other matter that Chilean law does not allow to be limited.

9.4.

The Customer acknowledges that this allocation of risk is essential to the determination of the fees.

9.5. Penalty Clause for Direct Damages (Liquidated Damages)

9.5.1. The Parties acknowledge that, in the event of a breach causing direct damages, it would be difficult or impractical to determine the exact amount of harm. Therefore, they agree that compensation for direct damages will be set as a penalty clause on the following terms:

• (a) For any IoT R&D breach not cured within the cure period (Section 3.2), the Customer will be entitled to fixed compensation equal to fifteen percent (15%) of the total Fees paid during the current Service Period, with a minimum of 10 UF and a maximum of 500 UF.
• (b) For any Customer breach (non-payment, violation of prohibited uses under 4.5, or breach of confidentiality under Section 5), IoT R&D will be entitled to fixed compensation equal to twenty percent (20%) of the current annual Fees or 20 UF, whichever is greater, without prejudice to collection of amounts owed.

9.5.2. This penalty clause is cumulative with any other action or right, including termination of the Agreement. However, the amount paid will be deducted from any additional compensation for direct damages awarded by a court.

9.5.3. The Parties declare that the amount is reasonable and proportionate to the commercial interest at stake, and not abusive under art. 1546 of the Chilean Civil Code. They waive any request to reduce it on equitable grounds or for partial payment, except in cases of proven willful misconduct.

9.5.4. For all purposes, this clause constitutes a pre-estimate of damages and not a usurious penalty or an excessive penalty clause; it will not be necessary to prove the amount of direct damage to enforce it.

Section 10. Miscellaneous

10.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties.

10.2. Assignment. Neither Party may assign this Agreement without prior written consent, except to affiliates or in a merger/sale of assets, with notice to the other Party.

10.3. Severability. If a clause is unenforceable, it will be modified to fulfill its original purpose to the maximum extent permitted by law.

10.4. Relationship of the Parties; Third-Party Beneficiaries. The Parties are independent contractors. There are no third-party beneficiaries.

10.5. Notices. Notices will be given in writing to the addresses provided. For IoT R&D: [address in Chile or U.S.]. For the Customer: the address in the Order Form.

10.6. Governing Law, Jurisdiction, Venue. This Agreement will be governed by and interpreted in accordance with the laws of the Republic of Chile, without reference to conflict-of-laws principles. Any dispute will be resolved exclusively by the ordinary courts of justice of Santiago, Chile. The parties expressly waive any other venue or jurisdiction.

10.7. Export Compliance. The Customer will comply with the export control laws of the U.S. and Chile.

10.8. Anti-Corruption. The Customer declares that it has not received bribes or illegal payments (Law 20.393 on criminal liability of legal entities).

10.9. Publicity. IoT R&D may use the Customer's name and logo as a customer in marketing materials.

10.10. Amendments. Modifications require written agreement of both parties.

10.11. Third-Party Products and Services. IoT R&D is not responsible for third-party products, services or certifications.

10.12. Force Majeure. Neither Party will be liable for causes beyond its reasonable control, including natural disasters, strikes or acts of government (art. 45 of the Civil Code).

10.13. Waiver. Failure to enforce a clause does not constitute a waiver.

10.14. Language. This Agreement has been drafted in Spanish, which shall govern its interpretation. Any English version is for reference only.