Terms and Conditions

 (a) These terms and conditions ("Terms") apply to the sale or supply of products and/or systems ("Products") or the provision of all services (which includes any software provided as a service) ("Services") by Ariwell Networks ("Ariwell") to you ("Customer") and will form an integral part of any Agreement and Offer between the parties. The submission of a purchase order by the Customer for any Products and/or Services from Ariwell implies acceptance of these Terms, in accordance with the version of the Terms in effect at the time of formalizing the purchase order. In the context of these Terms, "Agreement" refers to any written agreement for the supply, distribution, sale, or license of any Products or Services made between Ariwell and the Customer, or any purchase order issued by the Customer and accepted by Ariwell; and "Offer" refers to any quotation, proposal, or mere offer provided to Ariwell by the Customer.

(b)  The Products and Services may include web or mobile applications that may be subject to additional terms ("Additional Terms of Use") or software that may be subject to additional software license conditions (End User License Agreement, "EULA") whether from Ariwell or an affiliate, or from third parties. The EULAs or the Additional Terms of Use will be provided along with the web applications or mobile applications or the software, as applicable. Unless expressly stated otherwise in an EULA or in the Additional Terms of Use, the terms of the EULA or the Additional Terms of Use will form part of the Agreement. The Software will not be sold to the Customer, although it will be licensed in accordance with the licensing terms set forth in clause 10 below.

(c)  In the event of any conflict or inconsistency between these Terms and the terms of any Agreement or Offer, the terms of that Agreement or Offer will prevail. With respect to web or mobile applications or software, any Additional Terms of Use or the applicable conditions of any EULA will prevail over these Terms.

(d) The terms "agreed," "consented," "confirmed," "accepted," "informed," "notified," or "advised" and documents or acts of similar meaning shall be deemed to be formalized in writing; "in writing" means handwritten, typed, printed, or made in electronic format, provided that it generates a permanent record and the terms "includes" or "including" shall be interpreted without prejudice to the generality of the foregoing.

(e) Any different or additional terms in any purchase order, request, general instructions, purchase terms, or any other writing from the Customer will be considered a material alteration of these Terms and are expressly rejected and will have no validity or effect. The commencement of performance or shipment will not be interpreted as acceptance of the Customer's terms or conditions. The usages and customs of trade will not modify or be applicable to these Terms.

(f) Ariwell may modify these Terms by posting an updated version on its website, provided that, with respect to an Agreement and an Offer, the version of the Terms corresponding to the effective date of the Agreement and the Offer applies.

(g) Ariwell's Offers are open for acceptance during the period indicated in the Offer or, in the case that no period is indicated, for a maximum of thirty (30) days from the date of the Offer, keeping in mind that Ariwell may also modify, withdraw, or cancel the Offer at any time, always before receiving the acceptance of the Offer by Ariwell. No order placed by the Customer will be considered final or accepted by Ariwell unless Ariwell confirms it in writing.

(h) The Client will be solely responsible for the accuracy of the order, including with respect to the specification, configuration, or other requirements of the Products and Services, as well as the functionality, compatibility, and interoperability with other products (not authorized by Ariwell), as well as the suitability for a particular use. The Client guarantees that the information provided to Ariwell under an Agreement is complete, accurate, and true; furthermore, the Client acknowledges that failure to provide complete, accurate, and true information or instructions to Ariwell may impair Ariwell's ability to fulfill its obligations or exercise its rights under an Agreement.

(i) Any catalog, specification, price list, or other similar documentation prepared by Ariwell is presented strictly for mere convenience and will not be considered as an Offer. Ariwell understands that such documentation is complete and accurate at the time of printing; however, Ariwell does not guarantee that such documentation is free of errors. Ariwell will not accept any liability for damages related to measurement errors, description, application of recommendations, and similar matters.

(j) The products will be supplied in accordance with the standard functionalities, styles, and standard sizes described in Ariwell's catalogs or, in the case of special Products or those made specifically for an order, in accordance with the drawings and specification sheets of Ariwell. In the event of a conflict between a Client's order and a drawing or specification sheet of Ariwell approved by the Client, the latter will prevail.

(k) The assumptions, exemptions, and qualifications indicated by Ariwell in the Offers, the Agreements, and other documents will govern the Agreement and will be interpreted as part of it and as a guide for its execution and interpretation.

(l) When compliance under the Agreement depends on the approval, confirmation, or acceptance by the Client of a proposal (draft), a design, a product, a plan, or any other action by Ariwell, the Client must provide it within the timeframe indicated in the Agreement or, if no specific period is indicated, within seven (7) days after receiving a request from Ariwell; in the absence of a response within that timeframe, it will be considered that the Client approved, confirmed, or accepted what was presented by Ariwell.

(m) In the event that the Client resells Products or incorporates Products and/or Services in offers to its customer, the Client must ensure that all its customers and/or end users of the Products or Services comply with all relevant obligations of the Client under the Agreement and these Terms, and that the terms of its agreement with each of its customers or end users are in accordance with the Agreement and these Terms; in the event of non-compliance with the above, the Client shall indemnify, defend, and hold harmless Ariwell and its affiliates, its directors, officers, agents, employees, successors, and assigns from and against any losses, liabilities, costs (including legal fees), and expenses arising from or in connection with any breach.

(a) In consideration for the sale of Products or the provision of Services by Ariwell, the Client shall pay all prices and charges ("Prices") under the Agreement and this clause 2. The Prices will be applied in Dominican Pesos and, unless otherwise stated, are based on Delivery Duty Paid (DDP) – at the agreed location of the client (latest version of INCOTERMS). Unless the applicable INCOTERMS indicate otherwise, the Prices do not include taxes, obligations, or other government charges, currently enacted or hereafter, including value-added taxes or similar taxes imposed by any government, as well as RAE costs if applicable, and Ariwell may charge such taxes, obligations, or similar items in the price or invoice them separately, and the Client shall reimburse Ariwell immediately upon first request.

(b) Subject to notification to the Client, Ariwell reserves the right to adjust the Prices of Products that have not yet been delivered or of Services that have not yet been provided to reflect variations in identifiable costs of more than five percent (5%), including any fluctuation in the exchange rate of foreign currencies, raw materials, and other manufacturing and distribution costs, and labor costs, that have occurred between the date of the Offer or the Agreement and the supply of the Products or the provision of the Services. Furthermore, if an Agreement has a duration of more than twelve (12) months, Ariwell may adjust the Prices starting from the first day of each April month to (i) reflect the change in the official index (General CPI) published most recently compared to the previous twelve (12) months; and (ii) reflect the variations in conversion and exchange of foreign currency between US Dollar and Dominican Pesos exceeding 5% since the date of the Offer.

(c) Any cancellation, delay, or other change to the Customer's purchase order previously accepted by Ariwell will require prior approval from Ariwell, and the approval will be granted without prejudice to any rights or remedies that Ariwell may have under the Agreement or the law. If at the Customer's request, Ariwell agrees to include any modification in the purchase order or change in an Agreement, including cancellation (partial), delay or suspension, addition, omission, alteration, substitution, or modification of the design, quality, standard, quantity, place of origin, or performance (including sequence, quantities, or timings) of the Products and/or Services (each a "Variation"), or requires a Variation due to (i) changes in applicable laws, regulations, or industry standards, (ii) emergency situations, (iii) incorrect or incomplete information provided by the Customer, or (iv) the Customer's breach of any of its obligations under an Agreement, the Customer shall reimburse Ariwell for all costs and expenses incurred regarding such Variation immediately and upon first request.

(d) Ariwell may invoice the Customer once the Products have been shipped or the Services have been provided. Ariwell may require (i) the Customer to pay on fixed date(s); (ii) an advance payment (in part) of the Price; and/or (iii) billing by phases, by time periods, or by performance milestones. The Customer shall proceed to pay the net Price within a maximum period of thirty (30) days from the invoice date, to the designated bank account of Ariwell. The Customer will pay all amounts due to Ariwell in full, without making any claim, deduction, or withholding (of taxes).

(e) In the event that the Client fails to fulfill their payment obligation for any amount due on its due date, regardless of whether Ariwell has made a prior formal demand for payment or not, in addition to any rights available to Ariwell to the extent permitted by current law: (i) all amounts owed by the Client will be considered liquid, overdue, and enforceable; (ii) the Client must pay interest on all late payments at a rate of eighteen percent (18%) per annum or, as applicable, the legal default interest rate, whichever is higher, from the due date until Ariwell receives the full cash payment, and must also pay Ariwell all costs of collection management including attorney fees; and (iii) Ariwell may cancel and offset any balance or credit issued to the Client, as well as request that the Client provide any guarantees (additional), advance payments, or deposits of any nature and may implement additional conditional payment terms as well as accelerate the scheduled due dates to ensure the timely fulfillment of the Client's payment obligations.

(a) Unless otherwise agreed, the Products will be supplied Delivery Duty Paid (DDP) – at the agreed location of the customer (latest version of INCOTERMS).  Ariwell will proceed with the provision of the Services at the location established in the Agreement. The dates communicated or acknowledged by Ariwell are only approximate, and Ariwell will not be liable or breach its obligations to the Customer in the event of a delay in the delivery of the Products or the provision of the Services, provided that Ariwell takes commercially reasonable measures to meet these dates. In the event of a delay, Ariwell will make commercially reasonable efforts to deliver the Products or provide the Services (when applicable) within a period that is reasonable according to the cause of the delay. Otherwise, the sole and exclusive remedy of the Customer will be to cancel the purchase order for the undelivered Products and Services.

(b) The Client must indicate any damage caused to the Products that occurred during shipping, or the lack of delivery of Products, in the waybill or delivery note upon receiving the Products, with due attention to the corresponding instructions from Ariwell or the carrier. All Products delivered under the Agreement will be considered accepted by the Client in accordance with the Agreement, and the Client will not have the right to cancel any acceptance, unless Ariwell receives a notice of non-conformity within seven (7) calendar days from the date of delivery. Notwithstanding the above, the use of a Product by the Client or their customers after delivery will constitute acceptance of that Product by the Client. Ariwell, at its discretion and within a reasonable time, must correct any non-conformity by means of repairs, providing spare parts, replacement or lack of delivery of Products, or acknowledging a credit for the Price paid by the Client for the undelivered Products.

(c) Minor Non-Conformities will not prevent or suspend the acceptance by the Client regarding the Products and/or Services, and Ariwell must correct them within a reasonable time. "Minor Non-Conformities" are non-conformities or anomalies that do not hinder the overall functioning or intended use of the Products or Services according to the specifications.

(d) Ariwell may make changes to the design, materials, adaptations, and finishes of the Products or change the methods of work, communication systems, software, or any other elements of the Services, and the Documentation, as long as these changes do not substantially affect the functionality of the Products or Services. Unless specifically agreed otherwise, Ariwell does not guarantee the availability, accuracy, completeness, reliability, timeliness, or results of the Products and Services. The Client shall not use or rely on the Products and Services for any applications or purposes other than those agreed upon in the Agreement.

(e) The Client explicitly acknowledges that certain features or functionalities of the Products and Services may depend on the availability and proper functioning of third-party service providers, as may be indicated by Ariwell, including power supply, data storage, connectivity, and communication service. These are outside the control of Ariwell, and Ariwell will have no responsibility or obligation in this regard.

(f) The Client is responsible for all information, orders, instructions, materials, and measures provided or made by the Client directly or by third parties contracted by the Client (except for Ariwell's subcontractors) in connection with the delivery or provision by Ariwell of any Products or Services. Ariwell shall have the right to rely on the accuracy and completeness of any or all information provided by the Client, including when Ariwell provides data collection, design, or auditing services. At Ariwell's request, the Client shall provide any information, service, or support under its control and in relation to Ariwell's compliance under the Agreement.

(g) In the event of a delay or interruption in the delivery of the Products or the provision of the Services for reasons not attributable to Ariwell, or due to a Variation, the deadlines for compliance by Ariwell will be modified as appropriate. Ariwell shall be entitled (in addition to the increased costs mentioned in clause 2(c)) to receive reasonable compensation from the Client for any damage and/or cost incurred due to such delay.

(h) In the event that an Agreement contains stock (minimum) requirements for Ariwell, the Client agrees to purchase from Ariwell, upon first request, the purchase of the Products kept in stock under such requirement.

(a) The Client shall use the Products and Services only for their intended purposes and in accordance with all instructions contained in the manuals, guidelines, warranty terms, and any other terms and conditions applicable to such Products and Services, or provided by any personnel of Ariwell, deployed or subcontracted by Ariwell for the execution of an Agreement (the "Personnel"). The Client will maintain the location and external conditions of the location, handle the equipment supplied and/or used by Ariwell for the provision of the Services (including cables, accessories, and electricity supply) in good condition, and will repair and protect them against damage and external influences; furthermore, they will keep them in good working order.

(b) The Client must use and, when applicable, ensure that end users use the web applications, mobile applications, and software in accordance with the corresponding EULA and, when applicable, maintain a complete backup of such installed software readily available. In the event of a software error, the Client must report the errors to Ariwell and must back up and support Ariwell in the update or replacement of the software used in relation to compliance under this Agreement.

(c) The Client shall not perform (nor allow) any activity on the equipment or software provided and/or used by Ariwell in the provision of the Services, except for normal use in accordance with the specifications or with prior approval from Ariwell. In the event of unauthorized action, Ariwell may suspend the Services until the equipment or software has returned to its original compliance state and charge the Client on the basis of a Variation, and until further confirmation of any warranty obligation of Ariwell regarding such Services will be voided. Any changes to Ariwell's equipment or software (or its licensors) will be the exclusive property of Ariwell (or its licensors), even if such changes were implemented by the Client or for the Client.

(d) Unless expressly included in the Services, for any Services that require connection to a system at a remote location, the Client, who will assume the costs and risks, must establish and enable a remote access system for Ariwell's service personnel (or its subcontractors). The Client must make technically competent personnel available to Ariwell when the company requests it and, when appropriate, the Client will authorize Ariwell to use the Client's IT infrastructure to connect and share data with specific systems and/or services, in order to provide the Services.

(e) Ariwell will not be responsible for any failures of its Products or Services in relation to their expected performance, benefits, effects, or results arising from (i) the Client's breach of the terms under the Agreement; (ii) power outages or fluctuations; (iii) shutdown or failure of communication and connectivity systems and technology; (iv) events of Force Majeure or other unusual external influences; or (v) Variations.

(a) If included as part of the Services, Ariwell will provide design services in accordance with the specifications agreed upon by the Parties in writing. Unless otherwise agreed, all intellectual property rights (IPR) (as defined in clause 10(a)) regarding the delivered Products arising from the design Services will exclusively belong to Ariwell or a designated representative of Ariwell. The Client may not use, publish, copy, or disclose these without the prior approval of Ariwell. Ariwell may facilitate the approval of an agreement in this regard, subject to certain previously agreed conditions, including the payment of a reasonable fee.

(b) All documentation provided by Ariwell in relation to the Products and Services, including user manuals or instructions, catalogs, data sheets, data, drawings, schedules, source code, or any other documents or information obtained from Ariwell or created by Ariwell in any form including electronic or printed format (“Documentation”) will remain the property of Ariwell. The Documentation is not sold to the Client, but licensed according to the licensing terms of clause 10 set forth below. Unless otherwise agreed, all IPR on the Documentation is retained by Ariwell or by the representative of Ariwell. The Client must not use, publish, copy, or disclose the Documentation except as provided in these Terms.

This clause will apply when Ariwell (or its subcontractors) carries out construction, cabling, or installation activities (hereinafter referred to as the "Installation" or "Install") or other Services at a specific location that is owned or controlled by the Client.

(a) The Client is responsible for the timely completion of the preliminary works and the preparations of the location in accordance with the requirements set by Ariwell. Before the agreed start of the Installation or other Services on site and in a manner that allows Ariwell to provide its Services in the most efficient way and within the agreed timelines, the Client must do the following: (i) provide and maintain the conditions of the location (including the infrastructure); (ii) provide all necessary information, instructions, inspections, authorizations, approvals, and permits, in addition to notifying Ariwell about the location of cables, electrical power lines, water pipes, or similar elements, including surveys that describe the physical characteristics, legal limitations, and locations of the Services for the location; (iii) provide access to the location, including traffic management, when applicable; and (iv) make available to Ariwell all materials, tools, constructions, and other facilities, as well as any reasonable assistance in a precise and timely manner, at no additional cost to Ariwell, in compliance with applicable laws, including applicable health, safety, building, and electrical codes.

(b) The Client shall not request the presence of Ariwell on site before fulfilling the obligations set forth in clause 6(a). In the event that there are waiting times of more than four (4) hours per day, Ariwell may reschedule and charge the Client a full working day for that day regarding the resources involved. The Client shall (i) provide a qualified representative to support Ariwell, when required, while working on site; (ii) provide the services (including gas, water, electricity, and connectivity), heating, and lighting necessary to provide Services on site; (iii) provide suitable and lockable rooms for the Personnel (equipped with sanitary facilities) and storage for materials, tools, and instruments on site or nearby; (iv) disconnect and collect the materials that are replaced by the Products and remove them from the site; and (v) assist Ariwell during the tests (of operation). At Ariwell's request, the Client shall take care of the temporary closures of the facilities at the location (including water facilities).

(c) Upon completion of the Installation or other Services at the location, Ariwell must notify the Client in accordance with the acceptance protocol agreed upon by the Parties. In the event that no protocol has been agreed upon, within five (5) days after notifying the Client of the completion of the Installation or any provision of Services at the location, the Client must inspect and test the Installation of the Services and the Products supplied or Installed by Ariwell, and in accordance with sections 3(b) and 3(c) must notify Ariwell in the event that there is any Defect (as defined in clause 9(a)); otherwise, it will be deemed that the Client accepted the installed Service and the Products supplied or installed five (5) days after the notification. Ariwell must remedy the reported Defects within a reasonable time, in accordance with clause 9.

(a) The risk of damage or loss in the Products will transfer to the Client i) upon delivery and in accordance with the applicable INCOTERM; or ii) at the time Ariwell proceeds with the on-site installation of the Products or, as the case may be, delivery at the location.

(b) The legal ownership of the Products will be transferred to the Customer only when Ariwell (or its financiers) receives full payment for such Products and, to the extent permitted by applicable law, Ariwell receives full payment of all other amounts owed by the Customer under any other agreement with Ariwell (or its subsidiaries). Until the legal ownership of the Products is transferred to the Customer, the Customer (i) shall not assimilate, transfer, or encumber any of the Products, nor grant rights or ownership of the Products to third parties, except in the ordinary course of business and in the collection thereof or under a condition of retention of title; and (ii) shall ensure that the Products remain identifiable as the property of Ariwell. In the event of a breach by the Customer, Ariwell may request that the Customer return to Ariwell, at the Customer's expense (including the costs of uninstallation), all Products for which ownership has not been transferred, and the Customer shall fully cooperate to allow, as applicable, Ariwell to collect such Products, including granting free access to Ariwell (or its representative) to the location of the Products and other equipment used by Ariwell in the provision of the Services.

Ariwell will not be responsible for breaches that occur due to Force Majeure events. In the event that a Force Majeure event occurs, the provision of Services or supply by Ariwell will be suspended for the duration of the Force Majeure event. "Force Majeure" refers to any circumstance or event that exceeds the reasonable control of Ariwell, regardless of whether it is foreseeable at the time the Agreement is made, for which Ariwell cannot reasonably fulfill or perform its obligations, including, but not limited to, fortuitous events, natural disasters such as earthquakes, lightning, hurricanes, typhoons, floods, volcanic activity or extreme weather conditions, strikes, lockouts, wars, terrorism, political instability, civil unrest, riots, sabotage, vandalism, shortages of products in the industry, breakdowns in plant or machinery, failures or loss of electricity, cyberattacks and acts of piracy or non-compliance by Ariwell's suppliers or any third party on which the Services depend (including connectivity or communication services). In the event that the Force Majeure event extends (or Ariwell reasonably anticipates that it will extend) for a period of three (3) consecutive months, Ariwell shall have the right to cancel, in whole or in part, the Agreement without any liability to the Client.

(a) In most cases, Ariwell Products are sold with a limited warranty that may accompany the product or may be published on the Ariwell website as the standard warranty applicable to a specific Product (“Standard Product Warranty”). For any Product sold by Ariwell that is not subject to a Standard Product Warranty, Ariwell only guarantees for one (1) year that the Products will be free from Defects. For any Services provided by Ariwell, Ariwell only guarantees that within thirty (30) days from the provision, the Service will be free from Defects (except in relation to Installation where this thirty (30) day warranty period will begin with acceptance as set forth in clause 6(c)). A "Defect" (or "Defective") means, in relation to a Product, that the Product has any defect in material or workmanship that causes the Product not to function according to Ariwell's specifications, taking into account the overall performance of the Product and, in relation to the Services, refers to the Service that is not performed competently and diligently.

(b) Unless the Parties agree otherwise, Ariwell does not provide any warranty for third-party products or products branded by Ariwell, nor for third-party services, applications, or software, or customized Products.

(c) The Customer acknowledges that the EULAs or Additional Terms of Use may limit the warranty period of the software (including web or mobile applications).

(d) To be entitled to make a valid warranty claim, the Customer must immediately notify Ariwell of the alleged Defective Products or Services before the warranty period expires. If Ariwell decides, at its sole discretion, that a warranty claim is valid, Ariwell, within a reasonable time and at its own discretion, shall repair or offer replacement products for the Defective Products, or shall remedy or replace the defective Services. If, despite reasonable efforts by Ariwell, a Defective Product cannot be repaired or replaced and the Defective Services cannot be remedied or replaced, Ariwell shall issue the corresponding refund or credit the amount that the Customer paid for those Defective Products or Services. Repairs, replacements, and remedies will not extend or renew the applicable warranty period. The Customer must obtain Ariwell's consent regarding the specifications of the tests they plan to conduct to determine if a Defect exists. The replacement of Products supplied by Ariwell may be made with a Product with slight deviations in design and/or specifications as long as they do not affect the functionality of that Product. Regarding any replaced or credited Product, Ariwell may, at its sole discretion, choose to request the Customer to return those to Ariwell or instruct the Customer to proceed with their destruction at the Customer's expense.

(e) The Customer shall cover the costs of access to Ariwell's warranty solution efforts, including the removal and replacement of systems, structures, or other parts of the Customer's installation, the uninstallation of Defective Products, and the reinstallation of replacement products. The Customer shall not return the Products to Ariwell without Ariwell's consent and may only do so if it complies with Ariwell's applicable return policies. In the event that Ariwell determines that a warranty claim is not valid, the Customer shall cover the costs incurred by Ariwell due to the handling, testing, and transportation of the returned Products.

(f) Any indemnities and warranty obligations of Ariwell under the Agreement shall be conditioned upon (i) the proper storage, installation, use, operation, and maintenance of the Products, in accordance with the user manuals, warranty policies, and other instructions or terms communicated by Ariwell to the Customer; (ii) the accurate and complete record by the Customer of operation and maintenance activities during the warranty period and the proportion of access to the records for Ariwell; and (iii) the modification or repair of Products or Services, only as authorized by Ariwell. Failure to comply with these conditions voids the warranty. Ariwell shall not be responsible for wear due to use and for environmental or operational testing. The warranty provided in this clause 9 does not apply to damages or failures arising as a result of any Force Majeure event or any abuse, misuse, abnormal use, improper power supply, voltage overloads or fluctuations, corrosive environment, negligence, exposure, or any use or installation that violates the instructions or restrictions prescribed by Ariwell or any applicable code or standard.

(g) Any indemnities and warranty obligations of Ariwell under the Agreement shall not, by themselves, establish any obligation for third parties or the public. No element of an Agreement shall be interpreted as creating any obligation, a standard of care, or liability for individuals or third parties.

(h) If a recall, modification, update, or other corrective action is required on any Product, the Customer shall fully cooperate and provide any assistance that Ariwell may require. The Customer must maintain accurate records and books to ensure control and tracking of the Products in the event of a Product recall or any other corrective measures.

(i) IN ACCORDANCE WITH THE EXCLUSIONS AND LIMITATIONS SET FORTH IN THE AGREEMENT AND SUBJECT TO APPLICABLE LAW, CLAUSES 9, 11, AND 12 (b), (c), AND (d) ESTABLISH ALL OF ARIWELL'S AND ITS AFFILIATES' LIABILITY IN CONNECTION WITH DEFECTIVE PRODUCTS OR DEFECTIVE SERVICES, REGARDLESS OF WHEN THE DEFECT ARISES AND WHETHER A CLAIM, REGARDLESS OF HOW DESCRIBED, IS BASED ON A CONTRACT, A WARRANTY, INDEMNITY, TORT, OR ANY OTHER TYPE OF LIABILITY, INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHER LIABILITY, AND SHALL EXTEND DIRECTLY TO THE CUSTOMER EXCLUSIVELY AND NOT TO THIRD PARTIES, INCLUDING CUSTOMERS OF CUSTOMERS, REPRESENTATIVES, AND AGENTS OF THE CUSTOMER. ARIWELL EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTY OF NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE SPECIFIC PURPOSE OF THE LIMITATIONS AGREED HEREIN IS TO PROPERLY DISTRIBUTE RISKS BETWEEN ARIWELL AND THE CUSTOMER, WHICH IS REFLECTED IN THE PRICES.

(a) Subject to the Client's compliance with all obligations under the Agreement and these Terms, the supply of Products and/or Services (including the software embedded in the Products or Services) includes a limited, non-transferable, and non-exclusive license (without the right to grant sublicenses) for the Client under any intellectual property rights (including patents, utility models, registered and unregistered designs, copyrights, database rights, registered trademarks, domain names, trade secrets, know-how, rights over the topology of semiconductor integrated circuits, and all registrations, applications, renewals, extensions, combinations, divisions, continuations, or republishing of the aforementioned collectively: “IPR”) of Ariwell to, in the limited case where the IPR is embedded in the purchased Products or Services, use or resell the Products (including the Documentation) as sold by Ariwell, and/or, in the case of Services, use the Services (including the Documentation) during the term of the applicable Agreement and in accordance with the applicable description of Services. The Client and third parties are not granted rights over the IPR, other than those explicitly granted in the Agreement or in these Terms.

(b)  With respect to the software (embedded) or other applications provided to the Client, the Client shall not perform or allow a third party to do the following: (i) copy, reproduce, distribute, modify, adapt, alter, translate or create derivative works of it; (ii) assign, sublicense, rent, lease, lend, transfer, disclose or otherwise make available such software or other works; (iii) merge or incorporate such software into another software; or (iv) disassemble, decompile, reverse engineer or attempt to derive in any other way the source code or the algorithmic nature of such software, nor decode, decrypt or neutralize any security measure of the software, nor remove or evade the protection of the software, without authorization from Ariwell, except as explicitly permitted under applicable law;  (v) take any action with respect to the software in such a way that requires the software or a derivative work of it to be licensed under Open Source Terms, including, but not limited to, the following: (a) the combination of the software or a derivative work of it with Open Source Software by incorporation, linking or otherwise; or (b) the use of Open Source Software to create a derivative work of the software, where "Open Source Software" means any software licensed under the terms of an open source license that requires, as a condition of use, modification or distribution of a work, the following: (1) to make the source code or other preferred materials for modification available, or (2) to grant permission to create derivative works, or (3) to reproduce certain notices or license terms in derivative works or the accompanying documentation thereof, or (4) to grant a royalty-free license to any party under the IPR with respect to the work or any work that contains, combines, requires or is based on the work in any other way.

(c) The Client acknowledges that third parties may own or hold the IPR related to the Products or Services. The Client must reproduce, without modifications or changes, any copyright notice of Ariwell or its suppliers in the software or Documentation provided by Ariwell.

(d) Ariwell, with total freedom, may use in any way ideas, suggestions, comments, or recommendations made by the Client to Ariwell regarding the Products or Services ("Comments"), without paying royalties or other considerations to the Client. Ariwell will own all the IPR of the Comments. Ariwell has the right to use the results, products, and creations generated from the provision of the Services for its own advertising or promotional purposes.

(a) The Client must immediately notify Ariwell of any third-party claims alleging that the Products and/or Services supplied to the Client by Ariwell violate the IPR of a third party. Upon receiving such notification, Ariwell, at its own discretion and at its own expense, may do the following: (i) acquire for the Client the right to continue using such Products and/or Services; or (ii) provide a replacement product that does not violate the IPR rights of a third party and replaces the Product with equivalent functionality; or (iii) modify such Product so that it no longer violates the IPR rights of a third party; or (iv) remedy such Service; or (v) issue an appropriate refund or acknowledge the amount that the Client paid for those Products and/or Services.

(b) In the event that a claim indicated in clause 11(a) leads to legal proceedings, the Client will grant Ariwell full authority, at Ariwell's discretion and with Ariwell covering the costs, to establish or coordinate the defense regarding such claim. The Client must provide Ariwell with all assistance that Ariwell may reasonably require in relation to the defense of such claim. The Client will not enter into any agreement regarding such claim nor incur any expenses or costs on behalf of Ariwell without the prior and express consent of Ariwell.

(c) In accordance with the provisions of clauses 11 and 12, Ariwell will reimburse the Client for any final judgment for damages issued by a court of competent jurisdiction that holds that Products and/or Services, as supplied by Ariwell under the Agreement, directly infringe the IPR of a third party, provided that it is held that the infringement is directly and exclusively attributable to the Client's use of the Products and/or Services, as supplied by Ariwell under the Agreement.

(d) Without prejudice to any contrary provision contained in the Agreement, Ariwell shall not be liable in the following cases and the obligations of Ariwell set forth in this clause 11 shall not apply in the following cases: (i) any claim for infringement of third-party IPR arising from compliance with the design, plans, specifications, or instructions of the Client; or (ii) the use of Products and/or Services other than as agreed in their specifications or a claim based on or arising from a modification or adaptation of a Product and/or Service that the Client makes or someone makes on behalf of the Client; or (iii) any third-party IPR covering the assembly, circuit, combination, method, or process in the manufacture, testing, or application in which such Products and/or Services supplied by Ariwell may have been used; or (iv) a claim for breach arising from compliance with an industry standard applicable to the Products or Services.

(e) With respect to any breach claim established in clause 11 (d), the Client must fully indemnify Ariwell for any award issued relating to damages due to the aforementioned breaches. Furthermore, the Client must reimburse Ariwell for all costs incurred by Ariwell in defending any lawsuit or legal proceeding related to such breach, provided that Ariwell notifies the Client in writing of any lawsuit or legal proceeding due to the aforementioned breaches, and in the event that it is requested by the Client, Ariwell shall assign to the Client the direction of the defense thereof.

(f) In the event that Ariwell receives a notification indicating a third party's IPR infringement related to any Products and/or Services supplied or to be supplied under an Agreement, Ariwell, in order to limit or avoid liability, may terminate the Agreement, suspend or discontinue the supply and provision of Products and/or Services to the Client or a part of these indicated in the notification. Ariwell shall not be liable to the Client under such termination, suspension, or discontinuation.

(g) Subject to the exclusions and limitations set forth in clause 12, the above establishes all of Ariwell's liability for third party IPR infringement related to the supply of Products and/or Services.

(a) THE MAXIMUM LIABILITY OF ARIWELL AND ITS AFFILIATES FOR ALL CLAIMS OF ANY KIND ARISING OUT OF OR RELATED TO THE SUPPLY OF PRODUCTS AND THE PROVISION OF SERVICES TO THE CLIENT OR AS ESTABLISHED UNDER AN AGREEMENT (INCLUDING INDEMNITIES, PENALTIES, OR LIQUIDATED DAMAGES) (“CLAIMS”) SHALL NOT EXCEED THE LESSER OF THE FOLLOWING AMOUNTS (I) TWENTY PERCENT (20%) OF THE TOTAL PRICE PAID FOR SUCH PRODUCTS OR SERVICES; (II) OR RD$ 100,000.00, THE LESSER OF THE ABOVE. IN THE EVENT THAT AN AGREEMENT SPECIFIES THAT PRODUCTS OR SERVICES ARE TO BE PROVIDED IN PHASES, PERIODS, OR MILESTONES (“MILESTONES”), TWENTY PERCENT (20%) OF THE TOTAL PRICE OF SUCH PHASE/PERIOD/MILESTONE SHALL BE CALCULATED FOR ALL CLAIMS ARISING OUT OF OR RELATED TO SUCH MILESTONE.

(b) Ariwell shall not be liable under any circumstances for loss of profits, savings, data, reputation or prestige, indirect damages or loss of earnings, incidental, punitive, special or consequential damages, regardless of whether such damages are based on tort liability, warranties, contracts or any other, even if Ariwell had been informed or was aware of the possibility that such damages could occur.

(c) To be entitled to make a valid Claim, the Client must notify Ariwell of such Claim within thirty (30) days from the date of the event giving rise to the Claim. Any legal action related to a Claim must be filed within one (1) year from the date of notification of the Claim. Any claim that is submitted that does not comply with the above statement shall be null and void.

(d) The limitations and exclusions of liability shall apply only to the extent permitted by applicable mandatory law.

The Client shall maintain the confidentiality of all technical, commercial and financial information, including any Offer and any terms (of pricing), other data that Ariwell discloses to the Client, and any Comments, and shall not disclose such information to third parties nor use such information for purposes other than those agreed upon by the Parties and in relation to the Offer and/or the Agreement.

(a) Certain transactions of Ariwell may be subject to export and import laws and regulations that prohibit or restrict the (re)export or transfer of certain items to specific countries, individuals, or legal entities, including the laws and regulations of the UN, the EU, and the U.S. ("Export Regulation"). The (re)export or transfer of Products and/or Services, as well as technical assistance, training, investments, financing, financial assistance, brokerage, and technology licensing are subject, in all respects, to the applicable Export Regulation and the jurisdiction of the relevant authorities responsible for the Export Regulation. If any (re)export or transfer requires an export or import license, or is otherwise prohibited or restricted under the Export Regulation, Ariwell may, at its sole discretion, suspend its obligations to the Client until such license is granted or for the duration of any restrictions or prohibitions, or terminate the Agreement (the relevant part of it) without incurring any liability.

(b) The Client must impose all export control restrictions on third parties if the Products and/or Services are (re)exported or transferred to third parties. At Ariwell's request and if required by the applicable Export Regulation, the Client must inform Ariwell of any (re)export or transfer of the Products to comply with the Export Regulation and any other regulatory responsibilities governing the sale of the Products, including requirements regarding the traceability of the Products that may apply to Ariwell. The Client must not provide a statement or certification that supports a boycott or restrictive trade practices.

(a) The Client may not assign the Agreement, nor any rights or obligations thereof, without the prior consent of Ariwell.

(b) Ariwell reserves the right to delegate, assign, sell, renew, or subcontract, in whole or in part, its obligations and rights (including the assignment of credit rights or the collection of its invoices) under an Agreement to any of its affiliates or third parties without the prior consent of the Client - and if such consent is required under applicable law, consent will be provided in this manner - in which case the Client will cooperate with Ariwell's efforts, including but not limited to, providing relevant information, executing documents, and making payments to accounts or third parties, as notified by Ariwell.

(a) The Client must comply at all times and must take actions that are reasonably necessary to ensure that its business partners comply with all local and international laws and regulations, including Anti-Bribery and Anti-Corruption and Export Regulations. Consequently, the Client must conduct business honestly and not engage in any act of bribery or corruption.

(b) If Ariwell receives indications of a breach of an obligation under subsection (a), the Client must cooperate with Ariwell with all information required to allow Ariwell to verify those indications, and if they prove to be true, the provisions of clause 18 will apply.

(a) The Parties shall comply with all applicable laws, rules, and/or regulations regarding the health and safety of workers and/or employees, as well as the health and safety of the public in the vicinity. The Client shall provide and ensure that its employees, agents, contractors, or subcontractors provide safe working environments for the Personnel and other representatives, as well as take the measures established by current legislation and any other necessary measures to prevent accidents at the location and ensure the health and safety of the Personnel at the location. The Client shall timely inform the Personnel about the required safety precautions and shall advise Ariwell on all applicable and specific procedures and requirements for the location regarding health, safety, and the environment. Ariwell has the right, but not the obligation, to occasionally review and inspect the conditions, procedures, and applicable documentation regarding health, safety, and the environment at the location.

(b) The Client must ensure that there are no hazardous materials at the location. If there are hazardous materials, the Client must ensure that its employees, agents, contractors, or subcontractors handle these materials appropriately and, if applicable, arrange for the proper removal and disposal of those materials; the Client will cover the costs of such operations. If, in the reasonable opinion of Ariwell, the health or safety of the Personnel or the location is or may be at risk due to security risks, acts or threats of terrorism, the presence or threat of exposure to hazardous materials, or unsafe working conditions, Ariwell, in addition to other rights and remedies available to it, may evacuate, partially or totally, the Personnel from the location (with reasonable assistance from the Client), suspend the performance of the Agreement partially or totally, as well as provide or supervise the Services remotely (if possible), without additional liabilities for the Client.

(c) In the event that Ariwell becomes aware that the conditions at the location differ substantially from those disclosed by the Client or that previously unknown physical conditions at the location differ substantially from those typically found and recognized as inherent to the work of the nature established in the Agreement, it will be considered a Variation.

(a) In the event of (i) a breach by the Client of any of the provisions of the Agreement or these Terms, including the failure to pay an amount due on time and in the proper manner; or (ii) when in Ariwell's reasoned opinion there is a change in the Client's financial/credit situation (or a material change thereof) that may affect the Client's compliance with the obligations set forth in the Agreement, or (iii) the initiation of any insolvency, bankruptcy (including reorganization), liquidation, or dissolution proceedings initiated by or against the Client, regardless of whether the Client files or initiates it (voluntarily or involuntarily), is assigned to a trustee of the Client's estate or a transfer is made for, or in, the benefit of the Client's creditors; or (iv) the Client suspends or threatens to suspend the exercise of its activity, or (v) changes occur in the ownership of the Client or control over it, then Ariwell may declare all amounts due and payable by the Client to be immediately liquidated, overdue, and enforceable, and Ariwell (or its subsidiaries) may offset any amounts owed to the Client under any contract including any advance payments and deposits made by the Client, and any amounts owed under clause 18(b). Additionally, Ariwell may, at its sole discretion and with prior notice to the Client, immediately suspend or cancel any actions and/or services due from Ariwell (including the manufacture, delivery, installation, and/or commissioning of Products, warranty obligations, or provision of Services) or terminate the Agreement, in whole or in part, without liability and/or suspend or cancel any credit terms offered to the Client. Ariwell may only exercise its right of termination recognized in this clause in the event of an occurrence that (i) is described above and, if it can be remedied by the Client, the Client remains in breach after fourteen (14) days from when such event occurred and (ii) the Client does not provide Ariwell with adequate bank security or another guarantee of a similar nature to Ariwell's satisfaction within fourteen (14) days.

(b) The Client shall indemnify, defend, and hold harmless Ariwell and its affiliates and its advisors, directors, agents, employees, successors, and assigns against all loss (including lost profits or income), liabilities, costs, and expenses (including legal fees and costs arising from unfinished products) that arise or are related to any of the following events: (i) a breach by the Client of any of the obligations contained in the Agreement or in these Terms or the occurrence of any of the events set forth in clause 18(a); (ii) third-party claims for losses, damages, injuries, or deaths caused or allegedly caused by the use, application, or negligent Installation of Products, or caused by the modification of the Product or the integration of the Product into other products not authorized by Ariwell, performed by the Client or its contractors, agents, affiliates, or the customers to whom the Product was sold; or (iii) the Client's breach of what is established in clause 7(b), in which case the costs shall include the costs of replacing defective products, systems, or equipment.

(c) In the event of termination (early) of the Agreement, (i) all rights and licenses granted to the Client under the Agreement will terminate immediately; (ii) the Client must return, delete (including all hard drives and memory devices) or destroy (and a duly assigned responsible person must certify such destruction) all information disclosed under clause 13, including software not incorporated into the Products and all copies thereof; (iii) return to Ariwell, with the Client covering all costs, any Product whose ownership has not been transferred to the Client (in accordance with clause 7) and any other product, system, or equipment supplied and/or used by Ariwell in the provision of the Services; and (iv) all reasonable costs and expenses incurred by Ariwell (including a reasonable profit) from activities related to the work performed by Ariwell prior to termination that will be considered due, payable, and non-refundable.

(d) In the event that a suspension lasts longer than two (2) months, the provisions of clause 18(c)(iv) will also apply to activities developed by or for Ariwell prior to the suspension.

(e) The rights described in this clause 18 will be in addition to any other rights that Ariwell may have under applicable Law or Equity. In the event that the Agreement terminates, the terms and conditions intended to survive such termination or expiration will remain in effect. Termination will not affect the rights of the Parties accrued up to the date of termination.

(a) The laws of the Dominican Republic govern all Agreements, Offers, and these Terms, regardless of any applicable laws that may arise. Any legal action or judicial proceeding that arises or is related to an Agreement, an Offer, or these Terms and that cannot be resolved through good faith conciliation within thirty (30) days after notification of the existence of the dispute by either Party, shall be submitted exclusively to the jurisdiction of the Courts and Tribunals of Santo Domingo (Dominican Republic), keeping in mind that Ariwell shall have permission to bring any action or judicial proceeding against the Client in any other court of competent jurisdiction.

(b) No element of this clause 19 shall be interpreted as a limitation on the right of either Party, under applicable law, to take precautionary measures or other equivalent measures or to take action to protect its ability to have recourse against the other Party or to litigate or initiate proceedings in relation to any payment default of any amount within the due time and in the due manner.

(a) Each Party shall comply with all applicable data protection laws. Unless the Parties agree otherwise, Ariwell (or its subcontractors) will not process information relating to identified or identifiable natural persons ("Personal Data") for the Client or on behalf of the Client. In the event that Ariwell processes Personal Data in the context of one of its legitimate businesses, it will do so in accordance with the "Ariwell Privacy Notice for Clients, Consumers, and Other Business Persons" that is available at https://www.ariwell.com/politicas-de-privacidad under the Section "Legal Information".

(b) The Client acknowledges and agrees that Ariwell and its affiliates (or their respective subcontractors) may collect information and data generated by the Products and Services (including products, systems, and third-party services that interact jointly with the Products and/or Services) and/or about the use of the same (hereinafter, the "Usage Data"). Ariwell has the right to use the Usage Data, at no cost, at any time during the term of the Agreement and thereafter, at its sole discretion, for any purpose, including to aggregate or collect the Usage Data with other data, create IPR or derivative works from the Usage Data, modify or adapt the Usage Data to provide, maintain, and improve products and services, as well as to develop new products, features, or services. Unless otherwise stated in the Agreement, in the EULA, or in the Additional Terms of Use, Ariwell shall ensure that the use of the Usage Data excludes any Personal Data that may allow the identification of the Client, company, or organization.

(a) The invalidity or unenforceability of any provision of these Terms or the Agreement shall not affect the validity or enforceability of any other provision thereof, which shall remain in full force and effect. In the event that any provision is declared invalid or unenforceable, the Parties shall commit to replace the invalid or unenforceable provisions with effective provisions that, as closely as possible, have the original intent of the annulled provisions. Upon prior notice, the Client must assist Ariwell in verifying the Client's compliance with the agreement.

(b) Any right of Ariwell established in these Terms is implemented without prejudice to the rights or remedies that Ariwell may have under the Agreement of Law or Equity. The Client acknowledges that Ariwell Networks., and its subsidiaries are also beneficiaries of the rights resulting from the Agreement, including these Terms, where applicable and consequently may enforce the same.

The fact that any party does not exercise or delays in exercising any right or remedy arising from the Agreement shall not constitute a waiver thereof.

(c) The terms of an Agreement (including these Terms and any other terms and conditions that are part of these) establish the understanding and total agreement between the Parties regarding the sale of Products and provision of Services under the Agreement, and shall replace any prior exchanges relating to promises, commitments, agreements and/or representations of any kind exchanged between the Parties, both orally and in writing, between Ariwell and the Client regarding the same subject. The Parties expressly assume that, by entering into an Agreement between them, the consent granted has not been based on any commitment or representation not incorporated as part of the Agreement. No variation in an Agreement shall be binding on the Parties unless made in writing and signed by an authorized representative of each Party.

(d) Prices and terms are subject to correction for typographical or administrative errors.

Ariwell Networks. June 2026