By submitting your application for registration as a Registered Partner of the Telefónica IoT Partners (“IoT Partners”), you agree and accept to be bound by these Registered Partner Terms and Conditions (“Registered Partner Terms”) which apply as between you and TELEFONICA IoT & BIG DATA TECH.

Becoming a Registered Partner of the IoT Partners enables Registered Partners to drive growth and differentiate their business by extending their capabilities to meet the IoT managed connectivity needs of their customers.

Once you’ve submitted your application for registration, subject to TELEFONICA IoT & BIG DATA TECH’s Registered Partner verification process, you will receive confirmation of acceptance in writing and a Registered Partner ID.

The following rules apply to Registered Partners:

1. Subject to these Registered Partner Terms, you will be authorized to purchase Bundled Partner Services through a partner of the IoT Partners that is authorized by TELEFONICA IoT & BIG DATA TECH to distribute such services to a Registered Partner, as they are from time to time identified on the IoT Partners Portal or as otherwise provided by TELEFONICA IoT & BIG DATA TECH from time to time (“Distribution Authorised Partners”). Any arrangements between the Registered Partner and a Distribution Authorised Partner with respect to the sale or purchase of Bundled Partner Services will need to be defined in separate, specific agreements between Registered Partner and each Distribution Authorised Partner selected by Registered Partner. Registered Partner acknowledges and accepts that each Distribution Authorised Partner is an independent party who is not empowered to act on behalf of or bind TELEFONICA IoT & BIG DATA TECH in any manner. Therefore, such agreement(s) will be considered executed only between Registered Partner and each Distribution Authorised Partner with which Registered Partner has entered into such agreements. Notwithstanding the foregoing, the Registered Partner understands and acknowledges that certain important conditions and limitations will apply to Registered Partner in connection with its purchase and use of the Bundled Partner Services as set forth below:

a. The Telefónica IoT Services are bundled in the Bundled Partner Service and as such Registered Partner may not purchase, sell or use the Telefónica IoT Services as a standalone service.

b. Registered Partner may not market or sell the Bundled Partner Services as a standalone service but instead must market and sell the Bundled Partner Services only as part of its own value-added services to final end users (“End User”) and only under the service marks, trademarks, and trade names that are owned, controlled, or licensed by Registered Partner.

c. Registered Partner may not bill End Users separately for the Bundled Partner Services, or otherwise show the Bundled Partner Services as a separate item on its price quotes, pricing schedules or its invoices to the End User, but instead must incorporate the cost of the Bundled Partner Services as part of its own value-added services. Registered Partner will solely determine the price of the value-added services it offers to End Users.

d. Registered Partner will not enter, directly or indirectly, into any agreement or other arrangement with a third party that gives the third party any rights to purchase Bundled Partner Services, or its own value-add services which incorporate the Bundled Partner Services, for distribution or resale to other parties, except as expressly permitted by TELEFONICA IoT & BIG DATA TECH.

e. TELEFONICA IoT & BIG DATA TECH reserve the right to suspend or terminate the Telefónica IoT Services provided to a Distribution Authorised Partner which are incorporated into the Bundled Partner Services in the event of any misuse or misconduct by the Registered Partner and/or End User.

f. Registered Partner will not include in the IoT Partners Portal any reference to names or any other information of End Users, companies or third parties without their prior written authorization. Whatever information from third parties published by Registered Partner in the IoT Partners Portal should be accurate and not misleading.

2. As a Registered Partner you may be granted a password to access the IoT Partners Portal, subject to your acceptance and compliance with the terms and conditions for access to the IoT Partners Portal (“IoT Partners Portal Terms”), where you may access the following tools and information, as more fully described and/or defined on the IoT Partners Portal, and as may be changed or updated from time to time:

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

b. Access to view the Global Price List, Roaming Coverage Maps, Global Radio Frequency Coverage Maps and Simulation Tool through the Pricing Centre;

c. Identification as a “Registered Partner” in your geography under the IoT Partners through inclusion in the Global Partner Locator Tool;

d. Opportunities to achieve Certification Careers allowing Registered Partner to access different levels of participation in the Programme, subject to separate agreement(s) with TELEFONICA IoT & BIG DATA TECH and/or its Affiliates;

e. Registration of Registered Partner’s Registered Solution (as defined in section 19) through inclusion in the Solution Registration Tool; and

f. Pricing, network, and other updates related to the IoT Partners through the Announcements.

3. Registered Partner understands and agrees that any incentives, discounts or other promotions under the IoT Partners may only be accessed by Registered Partner in connection with the purchase of Bundled Partner Services pursuant to and subject to the terms of the specific agreement(s) between the Registered Partner and a Distribution Authorised Partner, as described in section 1 above.

4. TELEFONICA IoT & BIG DATA TECH may, in its sole discretion, modify or change these Registered Partner Terms, or modify or terminate the IoT Partners, in whole or in part, including without limitation any benefit, condition or requirement applicable to Registered Partner. Any such change will be effective upon prior notice to Registered Partner in the Partner Portal and shall be deemed to modify and supplement these Registered Programme Terms as applicable. If Registered Partner is not satisfied with any such change, Registered Partner’s only recourse will be to terminate these Registered Partner Terms under the section on Term and Termination below.

5. These Registered Partner Terms shall become effective when accepted by Registered Partner upon submitting its application for registration, and shall continue in effect for one (1) year from the acceptance date, automatically renewing thereafter for additional one (1) year terms unless earlier terminated in accordance with this section. Registered Partner acknowledges that it shall not rely on these Registered Partner Terms being extended or renewed. Furthermore, both parties shall have the right to terminate these Registered Partner Terms at any time with or without cause by written notice. NEITHER PARTY WILL BE LIABLE FOR ANY DAMAGES OR COSTS OF ANY NATURE ARISING FROM THE EXPIRATION OR TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS.

6. As part of the registration process or otherwise during the course of these Registered Partner Terms, you have provided or will provide certain data related to your organization (“Your Information”) including your organization’s name, contact information, company trade names, trademarks, logos, company web site URLs (“Partner Marks”) and certain other information about your business which TELEFONICA IoT & BIG DATA TECH will store in your company profile which will form a part of TELEFONICA IoT & BIG DATA TECH’s catalogue of partners under the IoT Partners. Your Information will be processed with the purpose of participating in the IoT Partners as a Registered Partner. In particular, all data acquired in this context including any updates made by you to your company profile following the registration process will be collected and used for the purpose of promoting you as a Registered Partner on the IoT Partners Portal and in other TELEFONICA IoT & BIG DATA TECH marketing materials, in order to facilitate lead sharing and teaming opportunities, and to provide access to market, technology and partner information through the IoT Partners. You agree that Your Information may be accessible by users of our public facing web site according to partner name, partner solution or other search criteria.

7. TELEFONICA IoT & BIG DATA TECH has technical and organizational measures in place to protect against the loss, misuse, alteration, unauthorized access to Your Information.

8. In addition, in the course of these Registered Partner Terms, you may from time to time provide certain deal related information (“Deal Related Information”). Such Deal Related Information will be collected and used by TELEFONICA IoT & BIG DATA TECH for the purpose of supporting and improving the tools and incentives made available to you on the IoT Partners Portal or otherwise in connection with the IoT Partners.

9. You represent and warrant that all information submitted by you to us via or in connection with the IoT Partners is truthful, complete, accurate and not misleading, that you are free to supply such information to us and that we may use such information without restriction in providing and carrying out the IoT Partners, the IoT Partners Portal and all related functionalities, services, tools, incentives, and other features. You agree to cooperate with TELEFONICA IoT & BIG DATA TECH’s requests to supplement such information as needed. 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 providing notice to TELEFONICA IoT & BIG DATA TECH.

10. You acknowledge and agree that, TELEFONICA IoT & BIG DATA TECH may use Your Information, once this information is anonymized, ensuring that anonymized information does not include any identified or identifiable information according to the relevant Data Protection Regulations, for the exclusive purpose of analysing such information through their Business Intelligence units, both by TELEFONICA IoT & BIG DATA TECH or any entity within Telefónica Group, in order to manage and create knowledge, designing business strategy and identifying actions, strengths and weakness of the business.

11. You grant us the non-exclusive right to utilize the information you provide for the purposes stated herein and further consent to the disclosure by TELEFONICA IoT & BIG DATA TECH of such information to TELEFONICA IoT & BIG DATA TECH’s affiliates, contractors and agents for the purpose of fulfilling the IoT Partners.

12. You acknowledge that as between the parties TELEFONICA IoT & BIG DATA TECH and its Affiliates own, retain, and reserve all copyrights and other proprietary rights in the IoT Partners, and all Telefónica IoT Services, including the service marks, trademarks, and trade names used by TELEFONICA IoT & BIG DATA TECH and its Affiliates in connection therewith (“Telefónica Marks”). Nothing in these Terms grants Registered Partner the right to use any Telefónica Marks or any service mark, trademark, or trade name that is confusingly similar to or a colourable imitation of any Telefónica Marks. Registered Partner will not incorporate the Telefónica Marks into any service mark, trademark, or trade name used or developed by Registered Partner. You agree that you will not at any time assert or claim any interest in or do anything that may directly or indirectly contest, dispute, impair or otherwise adversely affect the validity or enforceability of the Telefónica Marks. All intellectual property rights of the IoT Partners and Telefónica IoT Services are legally reserved and access to them and its use by you must not be regarded in any way as conferring any license or right under any asset which ownership belongs to TELEFONICA IoT & BIG DATA TECH or third parties. The reproduction in whole or part of them in any form, and the sale, transfer, lease, distribution, public communication, transformation or any other use want to give them, without permission from the rightful owner, is strictly prohibited and will be prosecuted civil and, where appropriate, criminally, in accordance with national laws and applicable international treaties.

13. TELEFONICA IoT & BIG DATA TECH reserves the right to request information from Registered Partner to confirm that Registered Partner is fulfilling the conditions and requirements of these Registered Partner Terms. Registered Partner agrees to reasonably cooperate with TELEFONICA IoT & BIG DATA TECH on all such inquiries, and to provide TELEFONICA IoT & BIG DATA TECH with all reasonably requested information.

14. You undertake to treat as strictly private and confidential and not to disclose to third parties any information, data, news or document in any medium relating to the IoT Partners or Telefónica IoT Services, which you obtain or receive in connection with the IoT Partners and in entering into or performing these Registered Partner Terms, including these Registered Partner Terms (the “Confidential Information”). The undertaking set out in the paragraph above will not be deemed to be breached if 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 the total or partial disclosure of the Confidential Information. The confidentiality obligations established herein shall survive the termination of these Registered Partner Terms and shall continue until any exception included in this section applies. These Registered Partner Terms do not supersede, rather they augment, any and all responsibility for confidentiality between TELEFONICA IoT & BIG DATA TECH and Registered Partner in any non-disclosure agreements or other agreements setting forth your confidentiality obligations signed between the parties.

15. Registered Partner shall indemnify, hold harmless, and, upon TELEFONICA IoT & BIG DATA TECH’s request, defend TELEFONICA IoT & BIG DATA TECH and its Affiliates against any claims, liabilities, and expenses, including but not limited to court costs and attorney's fees, arising from the acts or omissions of Registered Partner, its employees, and agents in connection with these Registered Partner Terms.

16. TO THE MAXIMUM PERMITTED BY THE APPLICABLE LAW, TELEFONICA IoT & BIG DATA TECH SHALL HAVE NO LIABILITY UNDER THESE REGISTERED PARTNER TERMS OR OTHERWISE FOR ANY DAMAGES INCLUDING WITHOUT LIMITATION CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR OTHER INDIRECT DAMAGES, OR FOR LOST PROFITS OR LOST DATA, EVEN IF TELEFONICA IoT & BIG DATA TECH HAS KNOWLEDGE OF THE LIKELIHOOD OF SUCH DAMAGES. TELEFONICA IoT & BIG DATA TECH DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES WITH REGARD TO THE IoT Partners AND ALL TELEFÓNICA IoT SERVICES, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. Without limiting the generality of the foregoing, these Registered Partner Terms shall not in any way be construed to impose any duty or liability on TELEFONICA IoT & BIG DATA TECH toward Registered Partner in respect of any obligations owed to Registered Partner under its agreement(s) with a Distribution Authorised Partner.

17. Registered Partner will adhere to any other specific terms and conditions to be accepted by the Partner before accessing and using certain functionalities of the IoT Partners Portal, including without limitation the Legal Notice and Privacy Policy.

18. These Registered Partner Terms shall be governed and interpreted in accordance with the laws of Spain, except for the body of law pertaining to conflicts of law. Any disagreement in the interpretation and execution of these Terms shall be submitted to the courts and tribunals of the city of Madrid.

19. Registered Partner shall comply with all applicable federal, state, local and foreign laws, and regulations, including, but not limited to all export laws, restrictions and regulations. In addition, in connection with any Registered Partner product, service or solution registered on the Partner Portal (“Registered Solution”), Partner will ensure that such Registered Solution meets TELEFONICA IoT & BIG DATA TECH’s device behaviour requirements established from time to time and described on the Document Centre in the Partner Portal (Programme Information\Technical Information\Devices); and complies at all times with applicable requirements and technical specifications as imposed by any applicable governmental authority.

20. Notices to you: except as otherwise set forth herein, notices made by TELEFONICA IoT & BIG DATA TECH to you under these Registered Programme Terms will be provided to you via the email address provided by you to TELEFONICA IoT & BIG DATA TECH in the registration process you followed to be a Registered Partner or in any updated email address you provide TELEFONICA IoT & BIG DATA TECH. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon TELEFONICA IoT & BIG DATA TECH’s sending of the email, whether or not you actually receive the email.

Notices to TELEFONICA IoT & BIG DATA TECH: for notices to be made by you to TELEFONICA IoT & BIG DATA TECH under this Agreement and for questions regarding these Registered Partner Terms, you may contact us through info.partners.m2m@telefonica.com.

21. You may not assign these Registered Partner Terms or otherwise transfer any of your rights or obligations, under these Terms, without the prior written consent of TELEFONICA IoT & BIG DATA TECH. TELEFONICA IoT & BIG DATA TECH, upon prior written notice (including by email) to you and without your consent, may assign or otherwise transfer these Terms to a third party, whether an Affiliate or not. TELEFONICA IoT & BIG DATA TECH may at any time subcontract part or all of its obligations hereunder.

22. Registered Partner understands that notwithstanding the use of the term "partner", these Registered Partner Terms and Registered Partner’s participation in the IoT Partners under these Registered Partner Terms in no way creates a partnership, joint venture or alliance between the Registered Partner and TELEFONICA IoT & BIG DATA TECH or any TELEFONICA IoT & BIG DATA TECH Affiliate. Registered Partner will not have, and will not represent that it has any power, right or authority to bind TELEFONICA IoT & BIG DATA TECH or any TELEFONICA IoT & BIG DATA TECH Affiliate, or to assume or create any obligation or responsibility, express or implied, on behalf of or in the name of TELEFONICA IoT & BIG DATA TECH or any TELEFONICA IoT & BIG DATA TECH Affiliate.