End User Master Software & Services Agreement

This End User Master Software & Services Agreement (“Agreement”) is a binding legal document between PAiC and you, which explains your rights and obligations as an End-User of PAiC Services. “End-User” means either (a) you as an individual or (b) your company, if you are using PAiC Services in your capacity as an employee or agent of a company, hereinafter referred to as “End User” or “Client”. You identify the specific “End User” during the registration process. “PAiC” means PAiC BUSINESS DEVELOPMENT, S.A, with main offices at Edificio World Trade Center, Marbella, local 3-A, planta baja, corregimiento de Bella Vista, Panama City, Both collectively referred to as the “parties”.

By allowing the “I Agree to the terms and conditions of the End User Agreement” box to remain checked, or by using any PAiC Services, End User agrees to be bound by this Agreement. If you do not agree to this Agreement, then uncheck the “I Accept” box and do not use PAiC Services. The “Agreement” also includes any PAiC policies or documents referenced in this document, including PAiC’s internal Policies and Order Forms.

From time to time, PAiC may modify this Agreement, including any referenced policies and other documents. Any modified version will be effective at the time it is posted. All order forms will be governed by the date of the accepted order form with the current Agreement in place. By using any Product or Service after any modifications, the End User agrees to all of the modifications.

  1. Scope of the Agreement

1.1 Framework. This Agreement establishes a framework that will enable PAiC to provide Services to End-Users. The services that PAiC will provide to End-Users will be described in an Order Form or Work Order, signed by the parties or otherwise accepted by PAiC, which may consist of one or more mutually agreed Order Forms or Work Orders. The parties agree that the terms of this Agreement will govern all purchases and use by End-Users of Services unless otherwise agreed by the parties in writing.

1.2 Services. PAiC, is a company dedicated to consulting and advising for business development, specialized in technology companies that seek growth Worldwide. PAiC provides professional services related to advising, processes, business plans, decision making, telecommunications development, software solutions, hardware, commercialization of End-Users products by means of annual Licenses in a digital eco system of telecommunication platforms through internet and suggestions to current and future customers of the End-User as requested, herein after referred to as “the Services”. The Services are subject to the terms and conditions as outlined in this Agreement.

1.3 Software. PAiC offers many different software Services. “Software” means any PAiC product that End-User orders from PAiC (or a PAiC Expert, as described below) and downloads from PAiC. The term also includes (a) related documentation, (b) any Updates (defined below) to the Software, (c) any add-ons, plug-ins, APIs or Internet-based components of the Software provided by PAiC (but not third parties) (“Supplementary Software”), and (d) any third party software embedded in or provided with PAiC’s software (“Embedded Software”). End-User’s detailed rights to use Software

are in Section 2 below. To be clear, any add-ons, plug-ins, APIs or other code offered by third parties (through PAiC platforms or otherwise) or created by the End-User itself are not “Software”, and PAiC is not responsible for and does not offer any warranty, indemnity or support for those items.

  1. License to Use PAiC’s Software

2.1 Software, Generally. When applicable, PAiC grants End-User a worldwide, non-exclusive, non-transferable, non-sublicensable right to use the Software, subject to the terms and conditions of this Agreement. Only Authorized Users may use the Software, and only up to the permitted number of active software instances, concurrent transactions or concurrent Authorized Users (except for Non- Production Purposes, as described below). All use of Software must be in accordance with the relevant PAiC documentation and policies. End-User may make a limited number of copies of the Software as is strictly necessary for purposes of data protection, archiving, backup, and testing and

internal development (e.g., of End-User Modifications or End-User Plug-ins, as defined below, but not development of End-User’s unrelated Services or services) (“Non-Production Purposes”). For clarity, End-User’s employees and contractors may use the Software for these Non-Production Purposes, and End-User will be responsible for their compliance with this Agreement on all the same terms as for Authorized Users, except that these users will not count against End-User’s limit of Authorized Users, and End-User will not need to pay additional fees for these users. Unless PAiC agrees otherwise in writing, End-User may only install, use or make available the Software on End-User’s hardware systems, whether owned, leased or controlled. End-User will be responsible for any use of the Software on any hardware systems not owned, leased or controlled by End-User (“Uncontrolled Systems”). When buying a license to the Software or a subscription to the Hosted Services, End-User pays fees for a combination of a specific number of active software instances, authorized maximum concurrent transactions or a specific number of authorized maximum users or subscribers.

2.2 Updates and Supplementary Software. The terms for Software in this Agreement apply to any Updates and Supplementary Software, unless PAiC provides different terms. PAiC may cease making available Supplementary Software and Internet-based services used with the Software at any time.

2.3 AGPL or GPL Software. The Software may contain or be provided with components subject to the terms and conditions of ” AGPL or GPL ” software licenses (“AGPL or GPL Software”). To the extent required by the license that accompanies the AGPL or GPL Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such AGPL or GPL Software.

2.4 Evaluation Software. This paragraph applies to any Software that PAiC makes available on an evaluation basis (“Evaluation Software”). End-User may only use the Evaluation Software for internal evaluation purposes for the period specified by PAiC (or, if not specified, for 30 days), and may only permit a limited number of users (specified by PAiC) to access the Evaluation Software.

After the evaluation period, End-User must delete all copies of the Evaluation Software. End-User acknowledges that Evaluation Software may not be fully functional. Notwithstanding anything else in this Agreement, PAiC does not offer any warranty, indemnity or support for any Evaluation Software.

2.5 Source Code. PAiC may provide some elements of Software in source code form (“Source Code”). Unless otherwise specified, End-User may modify Source Code solely to develop bug fixes, customizations, and additional features (“End-User Modifications”) and, notwithstanding anything else in this Agreement, may only use End-User Modifications internally for purposes of using the Software licensed from PAiC. PAiC will have no support, warranty, indemnity or other obligations relating to, and assumes no liability for, any End-User Modifications or any effect they may have on the operation of the Services.

2.6 IP Protection Mechanisms. The Software has license protection mechanisms designed to manage and protect PAiC’s and its suppliers’ and licensors’ intellectual property rights. Whether using Source Code or not, End-User must not modify or alter these mechanisms or try to circumvent them or the usage rules they are designed to enforce.

  1. Services

3.1 Projects. For each individual Project, as per agreed terms of scope of Services between the parties, the parties are obliged to provide comprehensive support from the beginning of the project, until the implementation of the same, to satisfy all the needs of the parties’ customers with all the products and services that it needs. The parties agree that all projects will have a “Project Manager”, to have greater and better control of the actions and development.

3.2 The products or services already described or additional to be used in the maintenance of the customers will be requested by such operators, and processed through Order Forms or Work Orders, in which all the technical specifications and costs will be found, detailing in the same the object for which it will be destined, the detail of the required specifications and the delivery time at the request of the customers.

3.3 Once the Order Form has been authorized, the “Project Manager” will determine the levels of effort and work segmentation among all the parties.

  1. Important End-User Obligations

4.1 Accounts and Passwords. End-User will provide accurate, current and complete information when registering with PAiC and ordering Services and agrees to update its information if it changes.

End-User will keep all its Authorized Users’ passwords and usernames confidential and will not share them with third parties. End-User is responsible for all actions taken through its accounts.

 

4.2 Rules for Plug-ins. End-User may develop its own plug-ins for various Services (“End-User Plug-ins”) and may distribute End-User Plug-ins to third parties, but only for those Services permitted by PAiC, and only in accordance with PAiC’s published plug-in and API guidelines. End-User Plug-ins distributed through the PAiC platforms will be subject to the posted terms for the PAiC Platforms.

4.3 Use by End-User’s Customers. End-User’s customers (“Customers”) may be Authorized Users.

End-User will be responsible for Customers the same as any other Authorized User and must enter into valid, binding agreements with Customers consistent with this Agreement, including the additional conditions below. A Customer’s permitted use of Services under this Agreement is called “Customer Use”. In addition to all other terms in this Agreement, the following conditions apply to Customer Use:

(a) End-User may not distribute or make available any Product on a standalone basis. Instead, End-User may only make available the Product to Customers in order to support Customers’ use of content and features that are part of End-User’s own existing offerings.

(b) End-User may not resell or OEM the Product or otherwise charge Customers for use of the Product itself, but may charge End-Users as part of an overall program that includes access to End-User content or features as supported by the Product. Example: A paid support offering that includes, as a minor component, access to the support forum.

(c) Customers may interact with the Product, but may not receive any administrator, configuration or similar access to the Product.

(d) In making available Services to Customers, End-User may not violate any other term or

condition in this Agreement, such as reverse engineering and anti-circumvention restrictions.

PAiC will not have any direct or indirect liability or obligation to any Customers, and Customers do not acquire any rights under this Agreement.

PAiC understands that Product usage may be flexible and that End-Users may identify new

proposed uses for the Services. If End-User has questions about whether a proposed use complies with these rules, please contact PAiC at info@paicbd.com

4.4 Conditions on Use of Services. End-User will not, and will not allow any Authorized User or other third party. Including Customers, to: (a) resell, assign, rent, give, transfer, pass title to, lease, copy, provide access to or sublicense (including without limitation on a timeshare, subscription service, hosted service or outsourced basis) any Product to any third party (for use in its business operations or otherwise) or anyone else besides Authorized Users (including Customers) in accordance with this express terms of this Agreement, or permit anyone besides Authorized Users to use any data or information not owned by End-User that is generated by the Services (and, in the event End-User grants any security interest in any Services, the secured party has no right to use or transfer the Services); (b) use any Product to provide, or incorporate any Product into any product

or service provided to, a third party, except as expressly permitted above for Customer Use; (c) reverse engineer, decompile, disassemble, decipher, decrypt, or otherwise seek to discover or obtain the source code or non-public APIs to Services (including any data structure or similar materials produced by the Services), except to the extent expressly permitted by applicable law despite this prohibition (and then only upon advance notice to PAiC); (d) modify, adapt or create derivative works of a Product (excluding End-User Modifications and End-User Plug-ins); (e) remove or obscure any proprietary or other notices of PAiC or any third party contained in any Product (including any information or data generated by the Services); (f) publicly disseminate information regarding the performance of Services; (g) use any Product for commercial solicitation purposes or spam; (h) use the PAiC name or any PAiC trademarks or logos except as permitted in

Section 4.6 (Attribution); or (i) commit any act or omission that could result in damage to PAiC’s or

its suppliers’ or licensors’ reputations. End-User will not attempt to do any of the foregoing, encourage others to do so, or otherwise attempt to bypass or circumvent any usage restrictions in this Agreement.

4.5 PAiC access for deployments. In all deployment of Services, End-User must provide PAiC unlimited access to Extended platforms deployments, on at least a quarterly basis, so that PAiC may determine the traffic that is being processed by any Extended platforms.

4.6 Attribution. In any use of the Software, End-User must include the following attribution to PAiC on all user interfaces in the following format: “Powered by PAiC”, which must in every case include a hyperlink to www.paicbd.com , and which must be in the same format as delivered in the Software.

This clause is intended for visual web tools.

  1. Indemnification.

End-User will indemnify, defend and hold harmless PAiC from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim arising from or relating to (a) any breach by End-User (including any Authorized Users) of this Agreement, (b) any End-User Data, (c) any End-User Modifications, End-User Plug-ins or other modifications of or combinations with a Product, or any service or product offered by End-User in connection with or related to a Product, (d) any Uncontrolled Systems, or (e) any representations or warranties made by End-User (including any Authorized User) regarding a Product to third parties. This indemnification obligation is subject to End-User receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for End-User to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim, provided that PAiC may participate in the claim at its own expense and End-User may not settle any claim without PAiC’s prior written consent; and

(iii) all reasonable necessary cooperation of PAiC at End-User’s expense.

  1. License Certifications and Audits

Upon PAiC’s written request, End-User will provide PAiC with a signed certification certifying that all Services are being used pursuant to the terms of this Agreement, including any access and user limitations. With prior reasonable notice of at least ten (10) days, PAiC (or its authorized agent) may audit the use of the Services by End-User and its Authorized Users and any Customers, provided such audit is during regular business hours. End-User will provide reasonable assistance and access to information in the course of any audit. End-User is responsible for such audit costs only in the event the audit reveals that End-User’s use of the Services is not in accordance with the permitted scope of use. In the event that any certification or audit reveals that End-User has exceeded its permitted number of Authorized Users, PAiC may invoice End-User for any past or

ongoing excessive use and End-User will pay the invoice in accordance with Section 5 (Fees and Payment). This remedy is without prejudice to any other remedies available to PAiC at law or equity or under this Agreement.

End-User understands that PAiC may report audit results to any applicable Embedded Software Licensor or may assign the right to audit End-User in this Section 6 to Embedded Software Licensors. When the audit is assigned, then notwithstanding anything else in this Agreement to the contrary, End-User Licensor will not be responsible for End-User’s costs incurred in cooperating with the audit.

  1. PAiC’s Ownership Rights; Feedback

PAiC and its licensors reserve all rights not expressly granted to End-User in this Agreement. PAiC or its licensors own the title, copyright, and other intellectual property rights in the Services and all copies, modifications and derivative works of the Services and underlying software (including any incorporating Feedback) ( hereby referred to as “PAiC Technology”). Nothing in this Agreement establishes that End-User acquires any type of ownership rights in PAiC Technology.

“Feedback” means any feedback, comments, suggestions or materials (including, to the extent disclosed to PAiC, any End-User Modifications, but excluding End-User Plug-ins) that End-User may provide to PAiC about or in connection with the Services, including any ideas, concepts, know-how or techniques contained therein. End-User may provide Feedback in connection with Maintenance and otherwise. End-User hereby grants PAiC a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify and otherwise exploit the Feedback for any purpose, including incorporating or implementing the Feedback in the Services. End-User agrees

that PAiC may exploit all Feedback without any restriction or obligation on account of intellectual property rights or otherwise. For clarity, no Feedback will be deemed End-User’s Confidential Information, and nothing in this Agreement (including Section 8 (Confidentiality)) limits PAiC’s right to independently use, develop, evaluate, or market Services, whether incorporating Feedback or otherwise.

  1. Method of Payment for the Services and Software.

The parties agree on the following method of payment and the items to be paid for the contracted

services:

(a) Fees. The fees for the Services or use of Licenses, both in their amounts as well as in its terms of accrual and payment will be governed by what is established in the corresponding Order Form or Work Order.

(b) Taxes. Each party must be responsible for the compliance of its tax obligations in accordance to the law.

(c) Billing. With respect to every and any amount which payment is applicable in accordance with this Agreement, PAiC will present an invoice for the corresponding amount, once such amount has been accrued, and the detail of the Services performed which are being charged through the corresponding invoice.

(d) Payments for services and products to PAiC will be made fifteen days upon the receipt of the invoice or as specifically established in the Order Form or Work Order.

  1. Confidentiality

Except as otherwise set forth in Section 7 (PAiC’s Ownership Rights; Feedback) above, each party agrees that all code, inventions, know-how, business, technical and financial information it obtains. (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the

disclosure. Any PAiC Technology, performance information relating to the Services, and the terms and conditions of this Agreement shall be deemed Confidential Information of PAiC without any marking or further designation. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

  1. Termination

10.1 This Agreement is effective from the date established below and will continue in force and effect so long as End-User has a license to the Software and it’s using PAiC Services, or unless earlier terminated.

10.2 PAiC may suspend or terminate this Agreement and End-User’s account, with respect to one or more of the Services, if End-User fails to comply with the terms and conditions of this Agreement, including any failure to pay fees when due. PAiC may terminate any free account or evaluation usage at any time in its sole discretion.

10.3 The parties may terminate this Agreement at any time with 60 (sixty) days prior written notice to the other Party.

10.4 Immediately upon termination of any license or subscription right granted under this Agreement, End-User’s license to Software will cease, and End-User must at its own cost: (a) cease using (and require all Authorized Users, and anyone else to cease using) all the terminated Services; (b) remove all copies of Software from its computer systems and any Uncontrolled Systems; and (c) return to PAiC all Software or provide PAiC with written certification that it has destroyed all copies of the Software and other PAiC Confidential Information in its possession, custody or control. Upon termination of this Agreement for whatever reason, End-User will not be entitled to credits or refunds for any unused portion of this Agreement, including but not limited to unused maintenance and support.

10.5 At the date of termination of this subscription agreement, access to the customer support portal, knowledge base, newer binary updates or source code, will be suspended. End-User will not be granted the right to install PAiC software on any new installations without prior compliance with Fees and Payments.

10.6 All payment and other obligations accrued as of the date of any expiration or termination of this Agreement, and Sections 4.5 (Conditions on Use of Services), 4.8 (Indemnification), 6 (License Certifications and Audit), 7 (PAiC’s Ownership Rights; Feedback); 8 (Confidentiality), 9 (Termination), 11 (Warranties; Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Publicity Rights) 14 (Assignment), 15 (Governing Law and Arbitration), 17 (Government End-Users) and 18 (General) will survive expiration or termination.

  1. Warranties; Disclaimers of Warranties

11.1 General. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if End-User is an entity, this Agreement and each order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.

11.2 DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT AS EXPRESSLY SET FORTH HEREIN, PAiC AND ITS THIRD PARTY SUPPLIERS/LICENSORS PROVIDE THE SERVICES (INCLUDING THE HOSTED SERVICES, SOFTWARE AND ANY MAINTENANCE) AS IS AND WITH ALL FAULTS, AND HEREBY DISCLAIM ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. WITHOUT LIMITING THE FOREGOING, PAiC AND ITS THIRD PARTY SUPPLIERS/LICENSORS MAKE NO REPRESENTATION, WARRANTY OR GUARANTY (1) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF ANY SERVICES OR ANY CONTENT THEREIN OR GENERATED THEREWITH, (2) THAT (A) THE USE OF ANY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICES WILL MEET END-USER’S REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED, (D) THE QUALITY OF ANY SERVICES, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY END-USER THROUGH THE SERVICES WILL MEET END-USER’S REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICES (OR ANY SERVER(S) THAT MAKE A HOSTED SERVICE AVAILABLE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WITHOUT LIMITING THE FOREGIONG, TO THE MAXIMUM EXTENT PERMITTED BY APPLICBLE LAW, PAiC AND ITS THIRD PARTY SUPPLIERS/LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO, AND ASSUME NO LIABILITY FOR, ANY SERVICES PROVIDED ON AN EVALUATION BASIS. IN ADDITION, PAiC AND ITS THIRD PARTY LICENSOR/SUPPLIERS SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF PAiC.

END-USER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE LIMITED WARRANTY PERIOD.

  1. Limitation of Liability

12.1 MAXIMUM LIABILITY. EXCEPT WITH RESPECT TO AMOUNTS PAYABLE TO THIRD PARTIES PURSUANT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS IN SECTION 4.8 OR END-USER’S BREACH OF ANY LICENSE OR USE RESTRICTIONS RELATING TO THE SERVICES, NOTWITHSTANDING ANY DAMAGES EITHER PARTY MIGHT INCUR FOR ANY REASON WHATSOEVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF EITHER PARTY TO THIS AGREEMENT UNDER ANY PROVISION OF THIS AGREEMENT AND THE OTHER PARTY’S EXCLUSIVE REMEDY HEREUNDER SHALL BE LIMITED TO THE ACTUAL DAMAGES SUCH PARTY INCURS, UP TO THE AMOUNT ACTUALLY PAID BY END-USER FOR (A) SUCH SOFTWARE, DEPRECIATED ON A THREE-YEAR STRAIGHT LINE BASIS, OR (B) SUCH HOSTED SERVICE IN THE LAST TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EMBEDDED SOFTWARE LICENSORS WILL NOT BE LIABLE TO END-USER FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT DAMAGES OR THE TYPES OF DAMAGES DISCLAIMED IN SECTION 11.2 BELOW.

WITH RESPECT TO DAMAGES RELATED TO INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS OF THIS AGREEMENT AND NOT WITHSTANDING ANYTHING HEREIN TO THE CONTRARY, PAIC’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED FOR ANY YEAR THE TWO TIMES THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO SUCH DAMAGES DURING THAT YEAR, WHERE A YEAR IS MEASURED FROM THE EFFECTIVE DATE (OR AN ANNIVERSARY THEREOF) TO THE NEXT ANNIVERSARY OF THE EFFECTIVE DATE. THE LIMITATIONS OF LIABILITY IN THIS SECTION ALSO WILL APPLY TO ANY LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND VENDORS.

12.2 OTHER DISCLAIMERS. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR END-USER’S BREACH OF ANY LICENSE OR USE RESTRICTIONS RELATING TO SERVICES, IN NO EVENT SHALL EITHER PARTY (OR THEIR RESPECTIVE THIRD PARTY SUPPLIERS/LICENSORS) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR REVENUE) WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT. END-USER SPECIFICALLY UNDERSTANDS AND AGREES THAT PAiC (ON BEHALF OF ITSELF AND ITS THIRD-PARTY SUPPLIERS/LICENSORS) DISCLAIMS ALL WARRANTIES AND LIABILITY WITH RESPECT TO LOSS, LOSS OF USE OR CORRUPTION OF ANY END-USER DATA (OR OTHER DATA END- USER MAY PROVIDE) AND THE COSTS OF PROCUREMENT OF ANY SUBSTITUTE GOODS.

  1. Force Majeure.

Neither party shall be liable hereunder by reason of failure or delay in the performance of its obligations hereunder (except for the non-payment of money) on account of strikes, shortages, riots, insurrection, war, acts of terrorism, fires, flood, storm, explosions, earthquakes, acts of God, governmental action, labor conditions, or any other cause which is beyond the reasonable control of the party.

  1. Publicity Rights

PAiC may identify End-User as a customer in Product promotional material. End-User may request that PAiC cease identifying End-User at any time by submitting an email to info@paicbd.com .

Requests may take 30 days to process.

  1. Assignment End-User may not assign this Agreement without the prior written consent of PAiC (which consent will not be unreasonably withheld), provided that the assignee agrees to be bound by the terms and conditions contained in this Agreement. PAiC may assign its rights and obligations under this Agreement in whole or in part without consent of End-User. Any permitted assignee shall be bound by the terms and conditions of this Agreement.
  2. Governing Law and Arbitration

This Agreement shall be construed and enforced according to the laws of Panama and any dispute under this Agreement must be brought in this venue, specifically at Panama City, and no other.

  1. Notices upon copyrights for End-Users

If End-User believes that any content on PAiC’s Hosted Services or site violates its copyright, it should notify PAiC’s in writing. PAiC cannot take action unless End-User gives us all the required information.

In order for PAiC to take action, End-User must do the following in its notice:

(i) provide End-User’s physical or electronic signature;

(ii) identify the copyrighted work that End-User believe is being infringed;

(iii) identify the item that End-User thinks is infringing and include sufficient information about where

the material is located (including which website) so that PAiC can find it; (iv) provide PAiC with a way to contact End-User (such as address, telephone number, or email);

(v) provide a statement that End-User believes in good faith that the item identified as infringing is not authorized by the copyright owner, its agent, or the law to be used by PAiC; and (vi) provide a statement that the information End-User provides in its notice is accurate, and that (under penalty of perjury), End-User is authorized to act on behalf of the copyright owner whose work is being infringed.

  1. Notices

Any and all notices required or permitted under this Agreement shall be in writing and shall be personally delivered, sent by certified, registered mail, or by other means, including a recognized

courier service, that afford the sender evidence of delivery or of attempted delivery, to the respective parties at the following addresses unless and until a different address has been designated by written notice to the other party:

PAIC BUSINESS DEVELOPMENT, S.A. DE CV, with main offices at Edificio World Trade Center, Marbella, local 3-A, planta baja, corregimiento de Bella Vista, Panama City. Or to the following email: info@paicbd.com

END-USER: as established in the Order Form.

  1. General

19.1 This Agreement is the entire agreement between End-User and PAiC relating to the Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by this Agreement.

19.2 If any provision of this Agreement is held to be void, invalid, unenforceable or illegal, the other provisions shall continue in full force and effect.

19.3 This Agreement may not be modified or amended except as described on the first page of this Agreement or otherwise with the written agreement of PAiC (which may be withheld in its complete discretion without any requirement to provide reasons). As used herein, “including” (and its variants) means “including without limitation” (and its variants).

19.4 If either party to this Agreement breaches any provision of this Agreement relating to Confidential Information or intellectual property rights, there may not be an adequate remedy available solely at aw; therefore, an injunction, specific performance or other form of equitable relief or monetary damages or any combination thereof may be sought by the injured party to this Agreement.

19.5 No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at lawor equity.

19.6 The parties are independent contractors. This Agreement shall not be construed as constituting either party as a partner of the other or to create any other form of legal association that would give on party the express or implied right, power or authority to create any duty or obligation of the other party.

Panama City, Panama.

 

[Signature appear below]

 

The party has executed this Agreement by its duly authorized representatives as of the Effective

Date.

END-USER: _______ I agree to the terms and conditions of the End-User Agreement.