The Telefónica Tech IoT Partner Program ("TTECH Partner Program"), accessible through the link https://IoTpartners.telefonicatech.com/ (the "IoT Partners Portal"), is maintained by TELEFONICA IoT & BIG DATA TECH, S.A.U. ("TIOTBD"). These terms and conditions govern the registration and onboarding process for organizations and entities wishing to become Registered Partners under the TTECH Partner Program. By submitting your application, you agree to be bound by these Terms and Conditions and to become a Registered Partner, in the event your application is validated, by agreeing to and accepting the specifications that apply to Registered Partners in these Terms and Conditions.

Once you have submitted your registration application, subject to TIOTBD's verification process to become a Registered Partner, you will receive written confirmation of acceptance and your Registered Partner ID and password.

The IoT Partners Portal is designed to facilitate communications and support business development and cooperative marketing by providing the Registered Partner with access to certain functionalities, tools, content and information corresponding to the Registered Partner's category of participation in the IoT Partners Portal, as determined by TIOTBD.

A Registered Partner is any company that registers on the IoT Partners Portal and is validated by the TTECH Partner Program team. A Registered Partner is not technically a partner category in the TTECH Partner Program. Registered Partners can later evolve to any of the TTECH Partner Program categories if so decided between TIOTBD and the Registered Partner, after signing the specific contracts for each category and geography.

The following rules apply to the Registered Partner:

1. Subject to these Terms and Conditions, you are authorized to purchase our Packaged Partner Services ("Services"), connectivity services contracted as a whole, whether call service, SMS, data, or any combination of these, through an Authorised Distributor Partner which is the category of partner that is authorized by TIOTBD to distribute our Services to a Registered Partner. Any agreement between Registered Partner and an Authorised Distributor Partner relating to the sale or purchase of the Services from TIOTBD shall be defined in separate, specific agreements between Registered Partner and each Authorised Distributor Partner selected by Registered Partner. Registered Partner acknowledges and agrees that each Authorized Distributor Partner is an independent party, which is not empowered to act on behalf of, or otherwise bind, TIOTBD. Therefore, such agreements shall be deemed to be executed only between Registered Partner and each Authorized Distributor Partner with whom Registered Partner has entered into the relevant agreement. Notwithstanding the foregoing, Registered Partner understands and acknowledges that certain important conditions and limitations will apply to it in connection with its purchase and use of the Services as set forth below:

a. The TIOTBD Services are bundled and as such, a Registered Partner may not purchase, sell or use the TIOTBD Services as a stand-alone service.

b. A Registered Partner must market and sell the Services only as part of its own value-added services to end users and only under service marks, trademarks and trade names that are owned, controlled and licensed by the Registered Partner.

c. A Registered Partner may not separately invoice end users for the Services, or otherwise show the Services as a separate item in its price quotations, price lists or its invoices to end users, but must incorporate the cost of the Services only as part of its own value-added services. A Registered Partner shall determine only the price of the value-added services it offers to end users.

d. A Registered Partner may not enter, directly or indirectly, into any agreement or other arrangement with a third party that gives the third party any right to acquire the Services, or its own value-added services incorporating the Services, for distribution or resale to other parties, except as expressly permitted by TIOTBD.

e. TIOTBD reserves the right to suspend or terminate the Services offered to an Authorized Distributor Partner in case of misuse or misconduct by the Registered Partner and/or an end user.

f. A Registered Partner shall not include on the IoT Partners Portal any reference to names or any other information of end users, companies or third parties without its prior written authorization. Any third party information posted by the Registered Partner on the IoT Partners Portal must be accurate and not misleading.

2. As a Registered Partner you will be granted a password to access the IoT Partners Portal, subject to your acceptance of and compliance with these terms and conditions, where you can access the following tools and information and which may be modified or updated from time to time by TIOTBD:

a. Information on Incentive Programs and Promotions for which the Registered Partner may be eligible to apply through the Opportunity Registration Tool.

b. Global Price List, Operator Map and Price Zones display access;

c. Identification as a "Registered Partner" in your geography under the IoT Partners Portal through your inclusion in the IoT Partners Programme section of the Telefónica Tech portal.

d. Opportunities to achieve Certification Careers by allowing the Registered Partner access to different levels of participation in the IoT Partners Portal, subject to separate agreements with TIOTBD.

e. Registration of Registered Solutions from Registered Partners through their inclusion in the Solutions Registration Tool;

f. Pricing, network and other updates related to the IoT Partners Portal through the corresponding announcements.

3. A Registered Partner understands and agrees that any incentives, discounts or other promotions under the IoT Partners Portal may only be accessed by the Registered Partner through the purchase of the Services pursuant to and subject to the terms of the specific agreements between the Registered Partner and an Authorized Distributor Partner, as described in Section 1 above.

TIOTBD reserves the right to change, modify or update these Terms and Conditions, including without limitation the business practices and policies associated with the use of the IoT Partners Portal for Registered Partners, the features, tools, content and information contained in the IoT Partners Portal for Registered Partners, and the terms, conditions and access levels related thereto, without notice, at any time. Your continued use of the IoT Partners Portal will be deemed your acceptance of such changes. In addition, TIOTBD reserves the right to terminate Registered Partners' access to the IoT Partners Portal, or cease operations of the IoT Partners Portal, in whole or in part, at any time, without notice and with or without cause. Termination of your use of the IoT Partners Portal does not relieve you of your obligations under the Terms and Conditions that you assumed by using the IoT Partners Portal.

You further agree to the following:

1. Account IDs and Passwords

a. Once your registration has been confirmed, you will be sent an Account ID and password to authorize you, and only you, to use the IoT Partners Portal. Please do not give your password to others. Anyone other than you who is interested must register separately and request their own Account ID and Password. You will be responsible for all activities conducted under your Account ID and Password, so you must maintain the security of your account and password. TIOTBD reserves the right to change your Account ID or Password at any time, and will notify you of the change as soon as reasonably possible. If your Account ID or Password becomes known to any unauthorized user, you must inform TIOTBD immediately. TIOTBD shall have no liability for any unauthorized use of lost or stolen Account IDs or Passwords.

b. Informational data, materials and any other content (including text, photographs, graphics, images, icons, software, links and other graphic and audio-visual designs and source code) available on the IoT Partners Portal ("Portal Materials") may only be downloaded and used by Registered Partners of the IoT Partners Portal for internal purposes, and may not be shared or disclosed to third parties except with the prior written permission of TIOTBD.

2. Your information

a. As part of the registration process, or during your use of the IoT Partners Portal, you have provided or will provide certain information about your organization ("Your Information"), including your organization name, company trade names, trademarks, logos, company website ("Registered Partner Marks") and other information about your business, which TIOTBD will store in your company profile within the IoT Partners Portal, and will become part of the TIOTBD Partner Catalog under the IoT Partners Portal. Your information will be processed for the purpose of participating in the IoT Partners Portal and/or facilitating your use of the IoT Partners Portal. In particular, all information collected in this context, including any updates made by you to your company profile following the registration process, will be collected to use the IoT Partners Portal, promote you as a Registered Partner on the IoT Partners Portal and in any other TIOTBD marketing materials, in order to facilitate the exchange of opportunities, and to provide access to market, technology and Registered Partner information through the IoT Partners Portal. You have agreed that Your Information may be accessible by users in our IoT Partners Programme section of the Telefónica Tech public website, using your name, solutions or any other search criteria.

b. TIOTBD has implemented technical and organizational measures to protect Your Information against loss, misuse, alteration and unauthorized access.

c. Additionally, during your use of the IoT Partners Portal, you may from time to time provide certain information related to opportunities. Such information will be collected and used by TIOTBD in order to support and enhance the tools and incentives available on the IoT Partners Portal.

d. You represent and warrant that all information submitted by you through or in connection with the IoT Partners Portal is truthful, complete, accurate and not misleading, that you are free to provide such information to us, and that we may use such information without restriction in the provision and performance of the IoT Partners Portal and all related functionality, services, tools, incentives and other features. You agree to cooperate with TIOTBD's requests to supplement such information as necessary. If the information you have submitted changes at any time, it is your responsibility to update such information on the IoT Partners Portal or by notifying TIOTBD.

e. You acknowledge and agree that TIOTBD may make use of Your Information, once this information is anonymized, ensuring that the anonymized information does not include any identified or identifiable information according to the Data Protection Regulations, for the exclusive purpose of analyzing this information through its Business Intelligence tools, by TIOTBD or any other entity within the Telefónica Group, with the intention of managing and creating knowledge, designing business strategies and identifying actions, strengths and weaknesses of the business.

f. You grant us the non-exclusive right to use the information you have provided on the IoT Partners Portal for the purposes stated herein and further consent to TIOTBD's disclosure of such information to TIOTBD's affiliates, contractors and agents.

g. These Terms and Conditions do not authorize the distribution or resale of the Services, nor do they entitle the Registered Partner to receive incentives, discounts or other promotions under the IoT Partners Portal. Any distribution or resale by the Registered Partner, and the Registered Partner's eligibility to receive incentives, discounts or other discounts should be in accordance with the terms and limitations of the IoT Partners Portal, and subject to separate agreements between the Registered Partner and an Authorized Distributor Partner, or as the case may be, between the Registered Partner, which has evolved to any category of the Partner Program, and TIOTBD.

h. These Terms and Conditions and the use of the IoT Partners Portal in no way create a partnership, joint venture or alliance between Registered Partner and TIOTBD. Registered Partner shall not have, and shall not represent that it has, any power, right or authority to bind TIOTBD to assume or create any obligation or liability, express or implied, on behalf of TIOTBD.

3. Verification

TIOTBD reserves the right to request information from Registered Partner to confirm that Registered Partner is in compliance with the conditions and requirements of the Terms and Conditions. Registered Partner agrees to cooperate as reasonably with TIOTBD in such requests, and to provide TIOTBD with all reasonable information requested.

4. Confidentiality

You agree to treat as strictly private and confidential, and not to disclose to any third party, any information, data, news or documents relating to the IoT Partners Portal, Portal Materials or the TIOTBD Services, which you have obtained or received in connection with your use of the IoT Partners Portal, and accepting or using these Terms and Conditions, including these Terms and Conditions ("Confidential Information"). The undertaking set forth in the preceding paragraph shall not be deemed breached if the information, news, data and/or documents are already in the public domain when disclosed or the disclosure of such information is required by law or an authority orders full or partial disclosure of the Confidential Information. The confidentiality obligations set forth herein shall survive the termination of these Terms and Conditions and shall continue until any exception contained in this section applies.

5. Term and Termination

These Terms and Conditions shall be binding from the moment of acceptance by the Registered Partner in the registration process in the IoT Partners Portal. Notwithstanding the foregoing, TIOTBD may, at its sole discretion and without prior notice, terminate the validity of these Terms and Conditions, suspend or terminate the Registered Partner's access to the IoT Partners Portal. Likewise, TIOTBD reserves the right to terminate at any time the Registered Partner's use of the IoT Partners Portal.

In addition, TIOTBD may terminate the relationship with Registered Partner immediately in the event that (i) TIOTBD determines, in its sole discretion, that Registered Partner is in breach of any of the Terms and Conditions herein or that Registered Partner is using the IoT Partners Portal in a manner that may adversely affect the use granted to other Partners and/or any infrastructure related to the IoT Partners Portal, or (ii) TIOTBD determines, in its sole discretion, that use of the IoT Partners Portal poses a security or service risk that may involve the liability of TIOTBD or third parties. Upon termination or expiration of these Terms and Conditions, Registered Partner shall immediately cease and desist from all use of the IoT Partners Portal.

If TIOTBD is required for any reason to suspend access to and use of such IoT Partners Portal in order to comply with an order, direction or request from a Competent Authority, TIOTBD shall, where possible, use its reasonable efforts to notify the Registered Partner prior to such suspension. TIOTBD shall be entitled to suspend access to the IoT Partners Portal to any Registered Partner who has registered, with immediate effect and without any further formality and without liability.

6. Effect of Termination

The Registered Partner agrees and acknowledges that the information stored in the IoT Partners Portal may be deleted and modified, and therefore acknowledges and assumes that the information generated and/or stored by reason of its use of the IoT Partners Portal will remain in the TIOTBD network, used even after the termination of these Terms and Conditions regardless of the reason.

Upon expiration or termination of these Terms and Conditions or suspension or termination of Registered Partner's access to the IoT Partners Portal:

a) You may not use or access the IoT Partners Portal.

b) You will not use your credentials to access the IoT Partners Portal.

c) You will not facilitate the use of any alternative means such as robots, spiders, scraping or other technology to access, query or use the IoT Partners Portal, database or any other content to obtain any information.

d) You must return, if applicable, all TIOTBD information and documentation to which you have had access in the context of the use of the IoT Partners Portal.

7. Intellectual and Industrial Property

The IoT Partners Portal, including its components and user interface and associated documentation, contains Intellectual Property Rights and other proprietary material of TIOTBD. Title to the IoT Partners Portal, including its components and user interface and all associated documentation, and all Intellectual Property Rights therein, shall at all times vest solely and exclusively in TIOTBD, and Registered Partner shall not take any action that is inconsistent with such title.

All rights in the IoT Partners Portal not expressly granted in these Terms and Conditions to Registered Partner are reserved by TIOTBD. Registered Partner is not granted any title or ownership rights in such IoT Partners Portal or an Intellectual Property Right associated therewith, and shall not sell, transfer (except as expressly authorized in these Terms and Conditions), lease, rent, copy, reverse engineer, reverse compile, disassemble or grant any rights in such IoT Partners Portal without the prior written consent of TIOTBD.

All copyrights, names, brands, trademarks, trade names, service marks or any other identifying elements of the IoT Partners Portal, its copies and its documents, as well as any other distinctive signs, patents, licenses or copyrights are intellectual or industrial property of TIOTBD. Registered Partner acknowledges and agrees, therefore, that TIOTBD shall be the sole owner of any enhancements, updates or derivative works to the IoT Partners Portal that are developed by TIOTBD during and after the termination of these Terms and Conditions. These Terms and Conditions only grant you the limited right to use such IoT Partners Portal under the Terms and Conditions and restrictions specified herein.

Except as otherwise provided in these Terms and Conditions, TIOTBD shall retain all right, title and interest in and to all Intellectual Property Rights (including, without limitation, all patents, trademarks, copyrights, trade dress, trade secrets, database rights and all other intellectual property rights) incorporated in or associated with the IoT Partners Portal.

8. Indemnification

Registered Partner agrees to hold harmless and indemnify TIOTBD, agents, employees or partners against any claims, losses, liabilities, costs and expenses, including reasonable attorneys' fees from and against any third party claims arising out of or related to Registered Partner's use of the IoT Partners Portal in contravention of the provisions hereof and/or the law applicable to its business and territory.

Without limiting the foregoing, TIOTBD assumes no obligation to indemnify or defend Registered Partner against claims by third parties relating to infringement of intellectual property rights or otherwise.

9. Limitation of Liability

In no event shall TIOTBD be liable to Registered Partner or any third party for any damages (including, without limitation, loss of profits, loss of business, business interruption or loss of information) arising out of the use of or inability to use the IoT Partners Portal, even if TIOTBD has been advised of the possibility of such damages.

In no event shall TIOTBD or the Registered Partner be liable for loss of data or for indirect, special or incidental damages (including loss or loss of business, whether direct or indirect, loss or corruption of data), or for any other indirect or consequential loss or damages based on these Terms and Conditions.

TIOTBD shall have no liability with respect to the content of the IoT Partners Portal including, but not limited to, errors or omissions contained therein, libel, infringement of publicity rights, privacy, trademark rights, business interruption, personal injury, loss of privacy, moral rights or disclosure of confidential information.

10. No guarantees

TIOTBD expressly disclaims any warranty to Registered Partner regarding the use of the IoT Partners Portal under the conditions referred to in these Terms and Conditions. In this regard, Registered Partner expressly understands and agrees that use of the IoT Partners Portal is at Registered Partner's sole risk. The IoT Partners Portal is provided on an "as is" and "as available" basis. TIOTBD makes no warranties or representations as to the accuracy or completeness of the information, documentation, text, graphics, links or other items contained in the IoT Partners Portal. TIOTBD makes no warranties about any damage that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Furthermore, TIOTBD expressly disclaims any warranty to Partners or any third party.

EXCEPT AS OTHERWISE EXPRESSLY STATED IN THESE TERMS AND CONDITIONS, USE OF THE IOT PARTNERS PORTAL IS PROVIDED "AS IS," "WHERE IS" AND "AS AVAILABLE" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ANY IMPLIED WARRANTIES ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, TIOTBD MAKES NO WARRANTIES OR ENDORSEMENTS, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO ANY MERCHANDISE, INFORMATION, PRODUCT OR SERVICE PROVIDED THROUGH THE INTERNET OR ANY OTHER NETWORK. FURTHER, TIOTBD DISCLAIMS THAT ANY PRODUCT OR SERVICE PROVIDED UNDER THESE TERMS AND CONDITIONS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT CERTAIN RESULTS MAY BE OBTAINED BY ANY PARTNER IN CONNECTION WITH ITS USE.

11. Assignment and Subcontracting

The Registered Partner may not assign these Terms and Conditions or transfer its rights or obligations in any way without the prior written consent of TIOTBD. For its part, TIOTBD may, without the Registered Partner's consent, assign or transfer these Terms and Conditions to third parties, whether or not they belong to the Telefónica Group.

TIOTBD may at any time subcontract part or all of its obligations under these Terms and Conditions.

12. Privacy

TIOTBD and the Registered Partner acknowledge that the processing of personal data relating to the Registered Partner and, where applicable, their respective representatives, affiliates and/or included in the information and/or documentation that may be uploaded to the IoT Partners Portal may be necessary for the performance of these Terms and Conditions. To this end, each party shall comply with its relevant obligations under applicable data protection laws.

The personal data of the Registered Partner that may be processed by TIOTBD for the purpose of fulfilling these Terms and Conditions will be among others, your name and contact details, as well as any other information that is essential for the fulfillment of these Terms and Conditions. In any case, the legitimate basis for such treatment will be the fulfillment of the contractual relationship with the Registered Partner.

TIOTBD and the Registered Partner acknowledge that they have put in place appropriate measures to protect the security of personal data. In the event of a transfer to a third party outside the European Economic Area, each party shall ensure that such transfer is carried out in accordance with the requirements of the applicable regulations for such transfers.

TIOTBD informs you, and the Registered Partner shall ensure that any other natural person whose personal data is shared with TIOTBD for the performance of these Terms and Conditions, are informed of the following rights that they have against TIOTBD, as well as the Registered Partner itself, with respect to any of their personal data that is processed by TIOTBD and that they may exercise by writing to aiofthings.protecciondedatos@telefonica.com indicating as reference "IoT Partners Portal":

i. the right to request access, rectification, erasure or restriction of the processing of your personal data, ii. the right to object to processing, the right not to be subject to automated individual decisions and the right to data portability. iii. withdraw consent at any time and the right to lodge a complaint with a supervisory authority to protect your rights based on applicable data protection laws.

TIOTBD informs you, and the Registered Partner will ensure that representatives or any other natural person whose personal data is shared with TIOTBD for the performance of these Terms and Conditions, are likewise informed that if you wish to make an inquiry or have any concerns about how your personal data is being used at any time or simply want more information about the processing, you can contact Telefónica's Data Protection Officer: DPO_telefonicasa@telefonica.com.

13. Law and Jurisdiction

These Terms and Conditions shall be governed by and construed in accordance with the laws of Spain. In case of disagreement or conflict in the interpretation and enforcement of these Terms and Conditions, the Registered Partner and TIOTBD agree to submit to the courts and tribunals of the city of Madrid (Spain), expressly waiving any other jurisdiction unless otherwise provided by applicable law.

14. Completeness of these Terms and Conditions

The declaration of nullity or invalidity of any clause of these Terms and Conditions, unless they are of an essential nature, shall not affect the validity and effectiveness of the remaining clauses.

TIOTBD's or Registered Partner's failure or delay in exercising or enforcing any right, power or remedy under the Terms and Conditions shall not be deemed a waiver of such right, power or remedy.