Aranet
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ARANET SALE TERMS & CONDITIONS

(March 2024; rev.9)

Unless they are superseded by an executed agreement, these sale terms and conditions (the “Terms”) shall govern the sale and usage of all Aranet products and accessories (the “Products”) sold by SAF Tehnika and SAF North America, LLC (collectively “SAF”). These Terms shall further govern the licensing of all software products related to or incorporated into SAF’s Products (the “Software”). Should you have any questions regarding the application of these Terms, please contact SAF at sales_support@aranet.com.

No other terms and conditions and / or agreements that are issued by SAF and are related to any other products than Aranet are in force for Aranet products or its accessories.

ORDERING

Product shall be purchased by filling in a Purchase Order in ARANET web shop or by sending a request to a sales representative.

Aranet web shop product price does not include any applicable taxes or shipping charges. Total amount of payment will be calculated according to customer`s business category, delivery address and delivery option.

Purchase Order shall be deemed accepted when the customer receives a written order confirmation from SAF (the “Confirmation”). Payment Order Confirmation from SAF shall constitute a binding agreement to buy and deliver the Product(s) described in the Purchase Order.

PAYMENTS

Customer hereby confirms that the Customer is the owner an legitimate user of the payment card used for orders from SAF. The Customer shall bear all liability for any claims related to payment card use. Payment for the Product should be performed via bank cards, PayPal, direct bank transfer. No other payments are applicable.

Card payments are not accepted from listed countries: Afghanistan, Belarus, Bosnia and Herzegovina, Burundi, Central African Republic, South Sudan, Egypt, Guinea, Bissau, Haiti, Iraq, Iran, Yemen, Democratic Republic of the Congo, Côte d'Ivoire, Russian Federation, Crimea and Sevastopol, China, Lebanon, Liberia, Libya, Myanmar, Moldova, Nicaragua, Serbia and Montenegro, Somalia, Sudan, Tunisia, Ukraine, Zimbabwe, Mali, Venezuela, US Samoa, Bahamas, Botswana, Democratic People's Republic of Korea, Ethiopia, Ghana, Guam, Nigeria, Pakistan, Panama, Puerto Rico , Samoa, Saudi Arabia, Sri Lanka, Syria, Trinidad and Tobago, US Virgin Islands.

A failure to pay for the product, at SAF’s sole discretion, be grounds for suspending or cancelling the relevant Purchase Order. Payment questions may be directed to sales_support@aranet.com.

SAF’s customers shall be responsible for paying all costs associated with shipping SAF’s Products from SAF’s facilities to a site of the customer’s choosing, including all carrier costs and any pertinent export or customs taxes. Should SAF pay any of these costs, it shall invoice them to the customer.

SAF is not responsible for Customer`s local taxes, customs fees, duties, levies of any kind.

DELIVERY

In some cases the goods might not be available for all countries.

SAF is delivering the Products worldwide. However, according to legislation of European Union and Latvia, there might be restrictions for some territories and countries. As well, there might be technical difficulties to perform a delivery to a specific location.

Please contact us sales_support@aranet.com in case of questions.

SAF processes the purchase orders within two (2) working days. All Products will be delivered directly to the delivery address, provided in the customer purchase order, using DPD for deliveries in Latvia, DHL Express global delivery service (or Fedex – for US deliveries) or other freight-forwarding service partners. NO SHIPPING TO PO BOXES.

Shipping and handling costs are automatically added to customer’s Invoice or during checkout process, based on the weight of the order, the country to which the goods are being shipped and selected delivery method.

The customer is solely responsible for ensuring the Products comply with the local laws and regulations (including frequency range) upon purchase of the Products.

Customers are responsible for possible import customs and taxes.

After dispatching the order SAF will send a delivery notification with a tracking link to the customer’s email address.

SAF may deliver goods in one or more parcel(s)

CANCELLATIONS

SAF shall have the right to cancel any Purchase Order submitted pursuant to these Terms for any reason whatsoever by sending a written notice to the applicable customer. In the event of an SAF cancellation, SAF’s sole responsibility shall be a refund of the customer’s payment no later 30 days after transmitting its notice of cancellation. A customer may withdraw its Purchase Order any time before SAF issues its Confirmation. After SAF issues its Confirmation, however, all cancellations are subject to a cancellation fee equal to 20% of the Purchase Order’s value or, in the event of a partial cancelation, 20% of the purchase price for all Products cancelled.

By submitting the Purchase Order, each customer acknowledges the cancellation fees described above are reasonably based on the damages SAF will experience in the event of a cancellation, which may be difficult to otherwise ascertain, and further agrees such fee represents fair compensation under the circumstances and is not a penalty.

SOFTWARE LICENCE

SAF grants its customers a nonexclusive, nontransferable license to use the Software incorporated into or associated with its Products solely for the purpose of operating and managing the Products. SAF’s customers are prohibited from selling the Software or sharing the Software with SAF’s competitors or any other third-party. SAF’s customers are further prohibited from copying, modifying or otherwise altering the Software. Each customer is advised that the Software associated with SAF’s Products may contain protected trade secrets, which the customer is precluded from disclosing. The customer shall not disassemble, decompile or reverse engineer the Software nor permit any third-party to do so. SAF reserves all rights in the Software not expressly granted to the customer by this limited license.

INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights in or related to the Products including, but not limited to, patents, trade secrets, know-how, copyright, trademarks, service marks, and mask rights, registered or unregistered, owned or otherwise used by SAF, as well as all goodwill related thereto are and shall remain at all times the exclusive property of SAF. None of the foregoing property rights may be exploited by SAF’s customers except as provided in these Terms nor shall such rights be transferred to SAF’s customers except as expressly provided in these Terms. Each customer shall take reasonable measures to protect SAF’s intellectual property rights.

SAF’s and Aranet name and logo are proprietary trademarks and shall not be used without SAF’s explicit permission. The customer shall further not alter or remove any proprietary marks, logos, or labels on SAF’s Products.

CONFIDENTIALITY

All confidential and proprietary information transmitted by SAF to its customers, whether disclosed orally or in writing, shall be kept confidential and shall not be disclosed to SAF’s competitors or any other third-parties (“Confidential Information”). Such Confidential Information shall be handled by each customer with the same care as the customer would exercise in handling its own Confidential Information, but not less than reasonable care under the circumstances. SAF’s Confidential Information shall not be disclosed to any third-party without SAF’s prior written consent unless disclosure is necessary to enforce these Terms or comply with a valid legal request, such as a subpoena, but then only to extent necessary to uphold these terms or comply with the law. In no event shall SAF’s Confidential Information be disclosed to its competitors.

PRIVACY POLICY

SAF operates http://www.aranet.com (further in the text – “Site”). By using the Site, you agree to the collection and use of information in accordance with this policy.

We may ask you to provide us with certain personally identifiable information – with your explicit consent – that can be used to contact or identify you. We may use this information for – providing e-commerce services and improving the Site, to contact you with newsletters, marketing or promotional materials, to update the status of your order, shipping information, to insure the delivery of goods you have purchased on our site.

We may use third party services such as Google Analytics that collect, monitor and analyze the Log Data. This Log Data may include information such as your computer’s Internet Protocol (“IP”) address, browser type, browser version, the pages of our Site that you visit, the time and date of your visit, the time spent on those pages and other statistics.

SAF takes reasonable steps to protect the Personal Data provided via the Site from loss, misuse, and unauthorized access, disclosure, alteration, or destruction. However, no Internet or e-mail transmission is ever fully secure or error-free.

COOKIES

Cookies are small pieces of text obtained from a website you visit and saved by your web browser. SAF uses Cookies for the technical operation of the website, for improving of service offerings, to personalize the design of SAF`s website, to optimize websites functions, to store your preferences, to enable advertisements delivery, including behavioural advertising.

Cookies does not contain any personal information. The cookies required for technical purposes are not merged with any of the personal data.

However, if you are visiting website as registered user, then we may bind your personal data with information we get from cookies.

If you’d like to delete cookies or instruct your web browser to delete or refuse cookies, please visit the help pages of your web browser. Please note, however, that if you delete cookies or refuse to accept them, you might not be able to use all of the features we offer, you may not be able to store your preferences, and some of our pages might not display properly.

CHANGES

SAF reserves the right to change these Terms and Conditions at any time. We would therefore ask that you check the Terms and Conditions at regular intervals.

EXPORT CONTROLS & COMPLIANCE

SAF and its customers shall each be responsible for identifying and complying with all applicable export and import control laws and regulations associated with the sale and use of SAF’s Products. Each customer submitting a Purchase Order represents and warrants they will not export or re-export the Products, the Software or any technical documents concerning the same to any destination or person restricted under applicable law, if any, without first obtaining the necessary authorization from the appropriate governmental entity or agency.

INDEMNIFICATION

To the maximum extent allowed by law, each customer submitting a Purchase Order indemnifies SAF against any and all third-party claims and associated damages and expenses (including attorney’s fees) arising out of the customer’s breach of these Terms or use of the Products.

DISPUTES & APPLICABLE LAW (U.S.)

These Terms and any sales completed pursuant to them to customers in the United States shall be governed by and construed in accordance with the laws of the State of Colorado, without respect to its conflict of laws principles. Any dispute arising out of or in any way related to these Terms or a sale completed pursuant to them shall be resolved by submitting the matter for binding arbitration before the American Arbitration Association (the “AAA”) in Denver, Colorado. Any arbitration submitted pursuant to these Terms shall be presided over by a single arbitrator and conducted in accordance with the AAA’s Rules of Arbitration in effect at the time of filing. The arbitrator’s decision shall be binding and enforced as a final judgment in accordance with Colorado law. By submitting the Purchase Order, each of SAF’s customers hereby consent to the vesting of jurisdiction and venue in accordance with this clause, and they irrevocably waive any and all objections they may have to the same. The prevailing Party in any dispute shall be entitled to a reimbursement for all of its arbitration and court costs (if any) and any enforcement-related expenses including, but not limited to, their reasonable attorney’s fees.

By submitting the Purchase Order, each of SAF’s customers agrees to resolve their dispute(s) with SAF on an individual basis. No customer or group of customers may participate in or bring a class, consolidated or representative action against SAF in court or elsewhere. Class arbitrations, class actions and private attorney general actions are prohibited by these Terms.

The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded and is not applicable to these Terms or any Products associated herewith.

DISPUTES & APPLICABLE LAW (ALL OTHER COUNTRIES)

For all customers outside of the United States, these Terms and any sales pursuant to them shall be governed by and construed in accordance with the laws of Latvia and shall be resolved by binding arbitration of the Latvian Chamber of Commerce according to it’s rules conducted in Riga, Latvia. Any such arbitration shall be presided over by a single arbitrator and conducted in English. The arbitrator’s decision shall be binding and enforced as a final judgment in accordance with applicable law. The prevailing party in any dispute concerning these Terms shall be entitled to a reimbursement for all of their arbitration and court costs (if any) and any enforcement-related expenses including, but not limited to, its reasonable attorney’s fees.

The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded and is not applicable to these Terms or any Products associated herewith.

TIME FOR FILING

Any arbitration filed pursuant to these Terms must be commenced within one year of the date the party asserting the claim knew or should have known of the act, omission, or default giving rise to the claim in question; there shall be no right to any remedy for a claim filed outside of this time period. If applicable law prohibits a one-year limitation, all claims must be asserted within the shortest time period permitted under applicable law.

MISCELLANEOUS

Nothing in these Terms shall be construed to create a partnership, joint venture or other agency relationship between SAF and its customers.

Each person submitting a Purchase Order to SAF represents they have authority to effect the sale proposed therein and bind the proposed buyer to these Terms. When the proposed buyer is a legal entity, the individual submitting the Purchase Order represents they have obtained all prior authorizations and approvals necessary to complete the sale proposed in their Purchase Order.

Unless they are superseded by a written agreement, these Terms constitute the complete and exclusive agreement between SAF and its customers and supersede all prior or contemporaneous agreements, communications or understandings, whether written or oral, regarding the same subject matter.

Any delay in enforcing these Terms shall not be deemed a waiver of future enforcement. No waiver or amendment respecting these Terms shall be enforceable unless they are in writing, and a written waiver shall only be effective for the subject matter it describes.

SAF shall not be responsible for any delays or failures arising out of causes beyond their control. Such causes may include, but are not restricted to, acts of God or of the public enemy, fires, floods, epidemics, riots, quarantine restrictions, strikes, freight embargoes, earthquakes, electrical outages, computer or communications failures, severe weather, and acts or omissions of subcontractors or third-parties.

All notices, requests, demands, directions and other communications required by these Terms shall be in writing and directed to the individuals at the address named in the Purchase Order. Any notice sent pursuant to these Terms shall be deemed to have been duly given upon receipt if delivered in person, by overnight courier service or electronic mail (if receipt is confirmed) and upon the earlier of receipt or five days after mailing if sent by registered or certified mail.

Should any part or portion of these Terms be deemed invalid, such part or portion shall be revised in a manner that renders it enforceable to the full extent permitted under applicable law. If any part or provision cannot be revised and is stricken, all remaining parts or portions shall continue in full force and effect as if these Terms had been written without the invalid part or portion.

SAF’S WARRANTY

SAF, which includes SAF Tehnika and SAF North America, LLC, has built a reputation on providing high-quality products to its customers and it stands behind each product it manufactures, including Aranet. Accordingly, SAF warrants the products it manufactures will be free from defects in material or workmanship and will function in accordance with their official written specifications for a minimum of two years so long as they are used and stored in accordance with industry standards and any unique handling instructions provided by SAF. While SAF warrants all of its products will function in accordance with their official written specifications, SAF does not warrant all products will function uninterrupted or error free. Further, verbal or informal specifications will not be covered by the Warranty. To be enforceable, a product specification must be stated in SAF official literature. No product shall be considered defective or otherwise in breach of the Warranty simply because it needs to be adapted to or otherwise does not comply with the laws and regulations (including frequency range) of the customer’s home country or jurisdiction.

WARRANTY TERM

The standard Warranty shall apply to Aranet for 24 months after it is shipped to the customer. However, different warranty period might be applied to a specific order or agreement. The actual warranty period will be mentioned in an invoice sent along with the product(s).

Customers of Aranet HOME products have the opportunity to extend their product warranty for an additional 12 months by agreeing to receive email information about campaigns and activities organized by SAF Tehnika (Aranet). This warranty extension option applies only to products with currently active warranties and can be utilized only once per device. To initiate the warranty extension, customers must fill out the form available at https://aranet.com/register-your-product/ and verify their email. Customers retain the right to withdraw their consent to receive email information at any time without losing the extended warranty.

No verbal extensions or modifications of the Warranty shall be enforceable.

BATTERIES

Products may contain Li-ion battery. It is charged for 50%. In order to extend life-cycle of built-in Li-ion battery, it is recommended to store products with a built-in Li-ion battery charged to 50%. The warranty period for the built-in battery is 12 months. No warranty applies to replaceable batteries. The performance of the built-in battery is acceptable until it keeps the respective unit up for more than 60% of the specified working time in room temperature (20OC / 68OF). Replacement of built-in battery should be performed by authorized personnel of Supplier – SAF Tehnika.

WARRANTY LIMITATIONS

The Warranty shall be voidable at SAF’s discretion in any circumstance where an SAF manufactured product has been damaged by a customer’s conduct or an act of God including, but not limited to: a.) damage caused by the customer’s improper use of the product; b.) mechanical damage caused by a physical impact; c.) the accumulation of moisture or water in a product’s housing; d.) damage caused by wind, hail, rain, animal, insect or other environmental events; and e.) electromagnetic damage caused by a power surge, overvoltage, or a strike of lighting. Finally, for the Warranty to be effective, all repairs and modifications to a product, including its software, must be performed by SAF and the Warranty shall be voidable at SAF’s discretion in any circumstance where a customer or its agent opens a product’s housing or otherwise attempts to modify or repair a product, including its software, without SAF’s permission. There are currently no third-parties authorized to repair SAF’s products.

PRODUCT REPAIRS & LIABILITY LIMITATIONS

In the event an SAF manufactured product does not conform with the Warranty, SAF will fix or replace the nonfunctioning product in accordance with the return and repair policy below. These options shall be a customer’s sole remedy.

In no event shall SAF be liable for any indirect, incidental, special or consequential damages arising out of or relating to the sale or use of its products, whether or not SAF has advance notice of the possibility of such damages. SAF’s sole and exclusive maximum liability for any legal claim associated with a sale completed pursuant to these terms or the warranty, regardless of whether such claim sounds in contract or tort, law or equity, shall not exceed the price of the product(s) sold to a given customer. By submitting their purchase order, each customer knowingly waives any and all claims and damages precluded by the foregoing limitations including, but not limited to, all claims associated with personal injuries (including any claims based in product or strict liability), lost revenue and profits, loss of technology, loss of rights of services, unfair competition and commercial losses of any kind.

ACCEPTANCE, RETURNS & REPAIRS

If Customer has not received the goods, he can contact SAF to help solving the problem. The claim of non-received goods should be raised within 60 days from the date of payment. No assistance will be available after the term of 60 days has passed. Prior to raise a claim to SAF, Customer should ascertain that a parcel is not received by any other person in Customer`s premises. Also, Customer is asked to ascertain that a parcel is not left at any of the neighbors, etc.

SAF keeps the right to perform an investigation for a period of 20 days. In the case SAF has made a decision to compensate Customer for the losses, either a new product may be sent to customer or the price for the ordered product may be returned to Customer.

If Customer is not satisfied with a received product, he can proceed as described further. Restocking and Refund is not applicable for legal entity.

Physical person which is a resident of US and Canada may require Restocking and Refund within 60 days from the date of payment. No Restocking and Refund will be available after the term of 60 days has passed.

Physical person which is a resident of any country outside US and Canada may require Restocking and Refund within 14 days from the date of payment. No Restocking and Refund will be available after the term of 14 days has passed.

Not more than one product (set), or a product for a price exceeding EUR 700 or USD 750 can be Restocked.

If the Restocking is accepted by SAF, the product(s) must be returned – unused, condition as brand new, without any defects, without dirt and scratches, containing all original labels, full completion as received, in original package as received. The shipment back to SAF is on Customer`s account.

If Customer has failed to meet all of the Restocking rules mentioned above, SAF keeps the right to refuse the Refund, or reduce the amount of money returned.

If Customer has not requested a Restocking, Refund or raised a claim within 60 days from the date of Invoice, the product (set) is considered to be accepted by Customer.

Shipping to SAF

If the failure is discovered to a SAF manufactured product, it will be given a Return Materials Authorization (“RMA”) number and should be returned to SAF by completing the RMA form at https://aranet.com/rma/ and then shipping the nonfunctioning product in its original packaging (or packaging providing a similar level of protection) to one of the facilities below.

Standard shipping address is:

SAF Tehnika

RMA Dep.

24a Ganibu dambis

Riga LV-1005

LATVIA

All North American customers should ship their products to:

SAF North America, LLC

3250 Quentin Street, Unit 128

Aurora, Colorado 80011

U.S.A.

(720) 502-0728

All returns shall be sent to SAF at the customer’s expense, and shall not be considered delivered until they arrive at SAF’s facilities. SAF assumes no responsibility for and shall not be liable for any products damaged while in transit to SAF’s facilities. SAF strongly recommends the customer purchase an appropriate amount of insurance from the carrier they use to return the product(s) to SAF.

INSPECTION & REPAIR

Nonfunctioning product(s) shall be evaluated and treated as follows:

DOA. Any product discovered as nonfunctioning within 30 days after it is shipped to the customer, for any reason other than a customer’s misuse or mishandling, shall be deemed “Dead on Arrival” or “DOA” and replaced free of charge. Aranet products will be replaced no later than 20 business days after SAF verifies its nonfunctioning status.

Warranty Repair. All products subject to the Warranty shall, depending on the circumstances, be repaired or replaced free of charge within 20 business days of their arrival at SAF’s facilities.

Non-warranty Repairs. There are types of Aranet products that are applicable for repair, as well as there are products that are non-repairable. SAF will describe the options when answering to respective RMA request. If applicable, SAF will repair a product for a period of 5 years after it is delivered to the customer. All products repaired outside of the Warranty shall be repaired at the customer’s sole expense. A quote for repair shall be provided to the customer via e-mail prior to the product being received by SAF or within a reasonable time after the product arrives at SAF’s facilities. All repair and shipping costs must be paid by the customer in advance. SAF shall repair and ship the nonfunctioning product within 20 business days of receiving full payment for the repairs.

POST-REPAIR WARRANTY

All repaired products shall be subject to the Warranty for a period of six months after they are repaired. The additional warranty described herein may extend but shall in no way reduce any preexisting warranty periods already applicable to the product.

RETURN COSTS

If a given product is covered by the Warranty, SAF will pay the shipping costs associated with returning it to the customer. If a product is outside of the Warranty, the customer shall pay all costs associated with transmitting it to and from SAF. An estimated cost of return will be included in any repair invoice sent to the customer, and must be paid before SAF will return a repaired product.

SHIPPING & ABANDONMENT

Any non-functioning product remaining in SAF’s possession for three months after a customer receives an invoice for repairs because the customer has failed to pay the invoice in question shall be considered abandoned. A customer’s rights in all abandoned products shall be considered forfeit and SAF shall have the right to reprocess such products in any manner it sees fit.

SOLE WARRANTY

UNLESS SAF AGREES TO ADDITIONAL OR ALTERNATE TERMS IN WRITING, THE WARRANTY DESCRIBED HEREIN IS THE SOLE AND EXCLUSIVE WARRANTY OFFERED TO SAF’S CUSTOMERS, AND NO ADDITIONAL WARRANTIES ARE GIVEN OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE.

EXTRA WARRANTY FOR ARANET PRO/PRO+ BASE STATION CONNECTED TO ARANET CLOUD*

All Aranet Base Station PRO/PRO+ sold after the 1st of January 2021 are eligible for an additional 1 (one) year extra warranty if Aranet Base Station PRO/PRO+ is connected to a Cloud organization with a commercial licence (no trials).

Process of activation extra warranty – extra warranty is automatically activated upon pairing Aranet Base Station PRO/PRO+ to Aranet Cloud organizations with a commercial licence or when a customer purchases an Aranet Cloud subscription licence. No additional steps are required from the customer.

During the RMA process PRO base must be registered to Aranet Cloud and the organization account must be active.

Special conditions for customers purchased «Extended warranty for Aranet Base Station PRO (1 year)» – extra warranty is added on top of purchased extended warranty period.

*The extra warranty program is effective from the 1st of July 2022.

CHANGES TO THESE TERMS & CONDITIONS

We reserve the right to update or change our Terms and Conditions at any time and you should check these Terms and Conditions periodically. Your continued use of the Service after we post any modifications to the Terms and Conditions on this page will constitute your acknowledgment of the modifications and your consent to abide and be bound by the modified Terms and Conditions.

Terms and Conditions for access to mobile data connectivity services for Aranet Sensors data uploading to Aranet Cloud through the provision of SIMs on the basis of Carriers.

Last updated: 26.05.2023

Unless they are superseded by an executed agreement, these terms and conditions (the “Terms”) shall govern the sale and usage of all services mentioned in these Terms provided by SAF Tehnika and SAF North America, LLC (collectively “SAF”). SAF provides to customers (the “Customers”) access to mobile data connectivity services for Aranet Sensors data uploading to Aranet Cloud through the provision of SIMs on the basis of Carriers’ (the “Services”).

These Terms serve as the base Agreement, and we may (at our discretion) make available to our Customers a service description, i.e. a document including a detailed description of the scope and elements of the Services, SIMs, and other aspects relevant to the Services (the “Service Description”). The Service Description may also include Carrier Specific Conditions, in addition to a general part applicable to the Services.

By placing an order as described below and using our Services, you confirm that have carefully read and understood these Terms of Service (the “Terms”) and agree to be bound by these Terms. These Terms, the Privacy, the Service Description (if made available) and the documents referenced herein as integral part of the Agreement form together a legally binding agreement between SAF and the Customer (the “Agreement”) that shall govern the provision of respective Services.

1. DEFINITIONS

In these Terms the following terms have the following meanings:

Agreement

defined in the preamble;

ASP

application service provider, i.e. a provider of a service or product that integrates the Services into its own product and service as an inseparable component and integral part of a complete solution and that does not make the Service available to any person separately or as a standalone product or service;

Business Day

any day other than a Saturday, Sunday or a public holiday in Latvia;

Carrier

any mobile network operator (MNO), a mobile virtual network operator (MVNO), roaming partner or other third party that provides, directly or indirectly, services or products (on a wholesale basis or otherwise) based on which SAF provides Services to the Customer under the Agreement;

Carrier Specific Conditions

limitations, restrictions, terms, conditions and obligations relating to the services, SIMs or Profiles of any specific Carrier as may be established and amended from time to time, which may include (without limitation):

(i) certification and other requirements and standards applicable to hardware used by the Customer or its End Customers; and

(ii) description of purposes and fields of activities for which the use of respective services, SIMs or Profiles is not permitted;

Carrier Specific Conditions (if and as applicable at the relevant time) form also an integral part of the Agreement;

Documentation

all documents made available to the Customer in connection with the Agreement;

End Customer

the Customer’s (ASP’s) end customer who uses the Customer’s (ASP’s) product or service into which the Services have been integrated as an inseparable component;

Fees and Prices

fees and prices payable for the Services;

Misuse of Services

(i) use of Services, SIMs or Profiles in breach of any requirement, restriction, term or condition of the Agreement (including any Carrier Specific Condition or other parts of the Service Description, if made available);

(ii) breach or alleged or potential breach by the Customer or its End Customers of any applicable laws and regulations relating to the Services;

(iii) damage, potential damage or threat to any Carrier arising from or in connection with the use of the Services by the Customer or its End Customers; or

(iv) any other material breach of the Customer’s obligations under the Agreement; such material breach including any breach which, if capable of remedy, is not remedied within 14 days of the date of SAF notice to the Customer about such breach;

Order Confirmation

acceptance of the Customer’s order for Services and SIMs that specifies (i) the number of SIMs to be delivered to the Customer (ii) expected delivery date of SIMs (iii) date of start of Services and accrual of Fees and Prices (iv) payment methods and terms of payment, if different from the terms and conditions of the Agreement; Order Confirmations form an integral part of the Agreement;

Price List

list of Fees and Prices applicable to Services that specifies

(I) (i) applicable prices and fees per consumption/use of Services per country or region; and

(ii) any other information relevant to pricing.

Price Lists (as applicable from time to time) are incorporated by reference into, and form an integral part of, the Agreement;

Service Description

defined in the preamble;

Services

defined in the preamble;

SIM

a SIM (UICC) card, in the form factor of 2FF;

Support Period

defined in Section 6.1.

Virus

thing or device (including any software, code, file or programme) which may (i) prevent, impair or otherwise adversely affect the operation of any computer software, device, equipment, hardware, network or service and/or (ii) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data and/or (iii) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices;

Vulnerability

a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability.

2. SERVICES

2.1 The terms and conditions of the Agreement govern the provision of all Mobile Data Connectivity Services by SAF to the Customer, including any services which are not defined in these Terms, but which are explicitly listed and described in the Service Description (if made available).

2.2 The Customer acknowledges and agrees that:

2.2.1 SAF performs the Services within the boundaries of its technical and operational capabilities; and

2.2.2 the Services are provided on the basis of respective (wholesale) services provided by the Carriers; and

2.2.3 the type, scope and elements of such Carriers’ services, including the available networks, roaming networks, transmission technologies, may vary and change from time to time; and

2.2.4 the network coverage available through the Services depends, among other things, on the radio coverage of the network being used which can be affected by, among other things, the location of the Customer’s hardware in a building, the quantity and nature of the telecommunications traffic and atmospheric conditions; and

2.3 Accordingly, the Customer expressly agrees that (i) all elements of Services that are based on Carriers’ services or products, are provided to the Customer only in such scope, with such availability and with such limitations, restrictions and conditions that apply to the respective Carrier’s services on which the respective elements of Services are based and that (ii) any Services are provided only with such elements, scope and quality that are supported by the Customer’s (or its End Customers’) hardware.

2.4 Furthermore, SAF does not warrant that the Customer’s use of the Services will be uninterrupted or error-free or that the Services or Documentation will meet the Customer’s requirements or that the Software or the Services will be free from Vulnerabilities.

2.5 The Service Description may be made available to the Customer, by e-mail (for example, through a link in the e-mail) or in any other manner accepted by the Customer in the course of use of the Services. SAF may unilaterally change the Services Description or the type and scope of Services provided in case (i) SAF itself improves, changes, adapts or adjusts any of the Services, including adds or removes any features or elements of the Services (ii) any Carrier changes the type, scope or elements of products and/or services on which the Services are based (iii) there is any change in SAF costs, expenses, risks and/or liabilities relating to the provision of the Services or (iv) there are other objective reasons of whatsoever nature.

If the Service Description is made available, SAF shall notify the Customer of changes in the Service Description by providing an updated Service Description by e-mail, or in any other manner accepted by the Customer in the course of the use of Services. If the Customer does not agree with the updated Service Description, the Customer may terminate the Agreement under Section 10.2. The continued use of Services by the Customer following SAF notification of the updated Service Description constitutes an acceptance by the Customer of such updated Service Description.

3. ORDERING PROCESS

3.1 The Customer may purchase the Services and SIMs by placing an order through SAF E-COM website or send an e-mail to sales@saftehnika.com. The Customer shall ensure that all information provided in the context of its order is true, correct and complete.

3.2 The respective order of the Customer is deemed accepted only if SAF provides the Customer with an Order Confirmation by e-mail.

3.3 All costs and expenses incurred by SAF in connection with the delivery of SIMs to the Customer will be reimbursed by the Customer on the basis of respective invoices issued to the Customer.

3.4 The Customer shall protect all SIMs against unauthorized use, theft or damage.

4. USE OF DOCUMENTATION

4.1 Subject to other terms and conditions of the Agreement, hereby grants to the Customer a limited non-exclusive, non-sublicensable and non-transferable license to use the Documentation.

4.2 The Customer acknowledges and agrees that SAF and/or its licensors own all intellectual property rights in the Documentation. Except as expressly stated herein, the Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks, or any other rights or licences in respect of the Services, or the Documentation.

5. CUSTOMER’S OBLIGATIONS RELATING TO THE USE OF SERVICES

5.1 The Customer shall use the Services exclusively for the purpose of uploading Aranet sensors data from Aranet PRO Plus LTE base station to the Aranet Cloud. The Customer shall not use nor allow the use of Services for any other purpose.

5.2 The Customer shall not use the Services for transfer of circuit switched data via a voice channel, for the use of VoIP Protocol or for instant and personal messaging.

5.3 The Customer shall not use the Services to provide any services to any third party or resell, market or offer the Services or make them otherwise available to any third party.

5.4 The Customer shall ensure that neither the Customer nor any of its End Customers act as providers of telecommunication services or may be qualified as providers of telecommunication services on the basis of the use of the Services.

5.5 The Customer shall comply with all applicable laws and regulations relating to the use of the Services, obtain all permits, authorisations and registrations and comply with all notification and similar obligations relating thereto and ensure that the use of Services by itself and its End Customers (if applicable), including the purpose of such use, complies fully with all applicable laws and regulations.

5.6 The Customer shall also comply with all Carrier Specific Conditions of which the Customer has been notified in any manner..

5.7 The Customer (and not SAF) is liable for any and all content, information and data transmitted, made available, or processed in any way through the use of the Services or in connection therewith. The Customer is also liable for any consequences of any use or misuse of, or reliance on, the Services.

5.8 The Customer shall ensure that SAF does not incur any damages or costs and is not liable to any person as a result of the use of Services or Misuse of Services by the Customer.

5.9 The Customer shall not access, store, distribute or transmit any Viruses in connection with the Services and shall not introduce or permit the introduction of, any Virus or Vulnerability into the SAF and Carriers’ network and information systems.

5.10 The Customer shall not use the Services in a way that:

5.10.1 is unlawful, immoral, unethical or in conflict with industry guidelines, practices or codes;

5.10.2 harmful, threatening, defamatory, obscene, infringing, harassing or discriminatory based on race, gender, colour, religious belief, sexual orientation, disability or other ground;

5.10.3 causes damage or injury to any person or property;

5.10.4 may cause malfunctions or other adverse or unforeseen effects on the functionality or operation of the Services, telecommunication or other networks or the network infrastructure; or

5.10.5 may infringe the intellectual property rights of any person.

5.11 The Customer shall not access any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation.

5.12 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify SAF.

5.13 The Customer shall provide SAF with all necessary cooperation in relation to the Agreement and all information and documents required by SAF for the performance of its rights and obligations under the Agreement. The Customer shall also provide SAF with all information, documents and access requested by SAF to audit the compliance by the Customer with the Agreement, including any Carrier Specific Condition.

5.15 The Customer shall comply with all requests and orders of public authorities, regulatory bodies and Carriers relating to the use of Services and shall assist SAF with respective requests or orders received by SAF in connection with the Services.

5.16 The Customer shall also notify SAF immediately of any actual, alleged or potential breach or non-compliance by the Customer or its End Customers with any condition, requirement or restriction set forth in the Agreement (including any Carrier Specific Condition).

5.17. To the maximum extent allowed by law, each customer submitting a Purchase Order indemnifies SAF against any and all third-party claims and associated damages and expenses (including attorney’s fees) arising out of the customer’s breach of these Terms or use of the Products.

6. SUPPORT

6.1 SAF customer support is available during the usual SAF working hours (“Support Period”).

6.2 The Customer shall contact SAF as follows:

6.2.1 for technical matters: by sending a respective enquiry to support@aranet.com;

6.2.2 for critical technical matters: by sending a respective enquiry to support@aranet.com and including “URGENT” in the e-mail subject;

6.2.3 for sales support, pricing discussions and similar matters: by sending a respective enquiry to sales@aranet.com

6.3 SAF obligations under this Section 6 are subject to other provisions of the Agreement, above all, the provisions of Section 8.

7. FEES AND PRICES AND PAYMENT

7.1 In consideration for the Services the Customer shall pay to SAF the appliable Fees and Prices.

7.2 The amounts of Fees and Prices are set out in Price List which will be made available to the Customer by e-mail (for example, through a link in the e-mail) or Aranet E-com web-portal. However, the Customer acknowledges and agrees that due to (i) the nature of Services (ii) SAF role as mediator between Customer and Carriers’ services and (iii) the inability of SAF to exercise control over Carrier’s decisions and actions, SAF may unilaterally change the Fees and Prices at any time and from time to time. Above all, SAF may unilaterally change the Fees and Prices in case (i) any Carrier changes the fees and/or prices of products and/or services on which the Services are based (ii) there is any other change in SAF costs, expenses, risks and/or liabilities relating to the provision of the Services or (iii) there are other objective reasons of whatsoever nature.

7.3 SAF shall notify the Customer of changes in Fees and Prices by providing an updated Price List by e-mail, or in any other manner accepted by the Customer. If the Customer does not agree with the changes, it may terminate the Agreement under Section 10.2. The continued use of Services by the Customer following the receipt of the updated Price List constitutes an acceptance by the Customer of the Fees and Prices in the updated Price List.

7.4 The amounts of Fees and Prices are stated exclusive of value-added tax (VAT) unless otherwise explicitly specified in the Price List. VAT, any and all taxes, levies, duties and similar charges incurred outside the Republic of Latvia, including any import and export duties, taxes and charges incurred in connection with the delivery of SIMs outside the Republic of Latvia shall be borne by the Customer and, if initially borne by SAF, reimbursed to SAF on the basis of respective invoices.

7.5 The Customer shall pay the Fees and Prices in accordance with the invoices issued by SAF on a yearly basis. The Fees and Prices shall be paid in Euros or US Dollars by a bank transfer to SAF bank account specified in the invoice or, if not specified, the bank account specified in accordance with Section 13.

7.6 Section 7.5 shall not apply to the extent the Parties have agreed on other payment method (for example, credit card) or other payment term in the Order Confirmation.

7.7 The Fees and Prices are non-cancellable and non-refundable.

7.8 Upon any delay with any payment under the Agreement SAF may request the Customer to pay a penalty for delay in the amount of 0.05% of the delayed amount per each day of delay.

8. LIMITATION OF LIABILITY

8.1 SAF is not liable for, and the Customer may not rely on, any breach, event or circumstance (including any limitation, fault, problem, delay or interruption in the Services and/or in the delivery, transmission, re-transmission or reception of data via the Services):

8.1.1 that has been caused by or is attributable to any action or omission of, or other circumstance depending on any Carrier or any other third party, including (without limitation) any outage of or other issues with Carrier network or roaming partner network;

8.1.2 for which the respective Carrier is not liable towards SAF Tehnika; or

8.1.3 that has been caused by or is attributable to specifications, limitations and conditions of the hardware used by the Customer (or its End Customers), including (without limitation) any use of hardware that differs from Aranet PRO Plus LTE base station.

8.2 Neither Party is liable to the other Party, whether under the Agreement or otherwise, for any damages other than direct proprietary damages. A Party is not liable for any loss of revenue, loss of business, anticipated savings or profits or any indirect, special or consequential damages or similar damages. The aforesaid limitation does not apply in case the damage is caused intentionally or through gross negligence.

8.3 SAF is liable for any breach of the Agreement only if it has committed the breach intentionally or as a result of gross negligence.

8.4 SAF aggregate liability arising in connection with the performance of the Agreement shall be limited to the total amount of Fees and Prices paid by the Customer during 12 months immediately preceding the date on which the claim arose.

9. SUSPENSION OF SERVICES

9.1 SAF may suspend the provision of the Services to the Customer, including by way of deactivation of SIMs, if there is a Misuse of Services or if this is necessary to ensure the security of SAF website(s), Aranet Cloud and/or other users of the Services.

10. TERMINATION OF AGREEMENT

10.1 The Agreement is for the minimal term of 12 month. Minimal prolongation term is 12 months.

10.2 The Customer may terminate the Agreement unilaterally at any time and by sending an e-mail to support@aranet.com.

10.3 SAF may terminate the Agreement unilaterally ordinarily, i.e. without providing any reason, by giving the Customer at least 1 month advance notice.

10.4 SAF may terminate the Agreement unilaterally extraordinarily without advance notice in case any of the following occurs:

10.4.1 commencement of restructuring or similar proceedings in respect of the Customer;

10.4.2 appointment of interim trustee (in bankruptcy) in respect of the Customer or commencement of bankruptcy proceedings in respect of the Customer;

10.4.3 there is a Misuse of Services;

10.4.4 any payment by the Customer under the Agreement is overdue by more than 7 days; and/or

10.4.5 any other material breach by the Customer of its obligations, including any breach which, if capable of cure, is not cured within 7 days of the date of SAF notice to the Customer about such breach.

10.4 SAF may terminate the Agreement unilaterally extraordinarily also in case any actions or omissions of any Carrier or other third party or other circumstances depending on any Carrier or other third party (including unavailability of Carrier’s services or material changes in such services) materially impair the ability of SAF to provide the Services to the Customer and such situation is not of temporary nature.

11. CONFIDENTIALITY

11.1 The terms and conditions of the Agreement and any information about the other Party and its business obtained in the course of preparation or performance of the Agreement which the Party had not obtained without the entry into the Agreement shall be considered as confidential information (“Confidential Information”).

11.2 A Party shall not disclose any Confidential Information to any third party nor use the Confidential Information for any purpose other than the performance of the Agreement except (i) upon the prior written consent of the other Party or (ii) if the disclosure is required under applicable laws and regulations or (ii) the Confidential Information is disclosed to the Party’s banks, auditors or professional consultants and advisers who are bound by an obligation to hold such information confidential.

11.3 A Party may only disclose the fact of entry into the Agreement and the name, trademark and logo of the other Party in its press materials, website and other sales and marketing materials for the purposes of the promotion of the Services, with written confirmation mutually agreed between both Parties.

11.4 The obligations set forth in Section 11 of the Agreement shall survive the termination of the Agreement and shall apply, in respect of each item of Confidential Information, for a period of three years after the disclosure of the respective item of Confidential Information.

12. FINAL PROVISIONS

12.1 The Agreement (together with Service Description(s), Order Confirmations, Price Lists, Carrier Specific Conditions and other documents referenced herein as parts of the Agreement) constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all other prior declarations of intent, agreements and other communication between the Parties with respect to the subject matter hereof (merger clause).

12.2 References to words “include” or “including” (or any similar term) are not to be construed as implying any limitation and general words introduced by the word “other” (or any similar term) shall not be given a restrictive meaning because they are preceded or followed by words indicating a particular class of acts, matters or things.

12.3. These Terms and any sales completed pursuant to them to customers in the United States shall be governed by and construed in accordance with the laws of the State of Colorado, without respect to its conflict of laws principles. Any dispute arising out of or in any way related to these Terms or a sale completed pursuant to them shall be resolved by submitting the matter for binding arbitration before the American Arbitration Association (the “AAA”) in Denver, Colorado. Any arbitration submitted pursuant to these Terms shall be presided over by a single arbitrator and conducted in accordance with the AAA’s Rules of Arbitration in effect at the time of filing. The arbitrator’s decision shall be binding and enforced as a final judgment in accordance with Colorado law.

12.4 For all customers outside of the United States, these Terms and any sales pursuant to them shall be governed by and construed in accordance with the laws of Latvia Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be finally settled by binding arbitration of the Latvian Chamber of Commerce according to its rules conducted in Riga, Latvia. Any such arbitration shall be presided over by a single arbitrator and conducted in English. The arbitrator’s decision shall be binding and enforced as a final judgment in accordance with applicable law. The prevailing party in any dispute concerning these Terms shall be entitled to reimbursement for all of their arbitration and court costs (if any) and any enforcement-related expenses including, but not limited to, its reasonable attorney’s fees.

The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded and is not applicable to these Terms or any Products associated herewith.

12.5. SAF and its customers shall each be responsible for identifying and complying with all applicable export and import control laws and regulations associated with the sale and use of SAF’s Products. Each customer submitting a Purchase Order represents and warrants they will not export or re-export the Products, the Software or any technical documents concerning the same to any destination or person restricted under applicable law, if any, without first obtaining the necessary authorization from the appropriate governmental entity or agency.

12.6. ARANET SALE TERMS & CONDITIONS are applied to execution of these Terms and any issue not expressly stated in these Terms shall be governed by ARANET SALE TERMS & CONDITIONS.

13. NOTICES

13.1 Unless otherwise specified in the Agreement any notice or other communication under the Agreement must be in a form reproduceable in writing and, in case of notice to SAF, must be sent to the respective e-mail address specified in Section 13.3. A notice required to be made in writing must be (i) hand-signed and delivered personally by hand or sent by registered mail (and in case of notice to SAF) to the address specified in Section 13.3 or (ii) electronically signed and sent by e-mail (an in case of notice to SAF) to address specified in Section 13.3. Any notice of the Customer is deemed to have been sent by the Customer and has legal effect only if it is received from an e-mail address that is attached to the Customer’s user account in SAF CRM.

13.2 A notice or communication made in accordance with Section 13.1 shall be deemed received as follows: (i) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume (business hours means 9:00 am to 5:00 pm Monday to Friday on a day that is not a public holiday in the place of receipt); (ii) if delivered by hand (including courier delivery), at the time of delivery; and (iii) if sent by registered mail, on the 5th day after posting.

13.3 SAF addresses, contacts and other details are specified below:

· Address: 24a, Ganibu Dambis, Riga, LV-1005, Latvia

· Technical support: support@aranet.com

· Billing: Swedbank AS, LV69HABA01308055220ST