TIP Wi-Fi Access Point Warranty and Indemnity Terms and Conditions

A. Products

The Product the subject of this Warranty and Indemnity Terms and Conditions is a Telecom Infra Project, Inc. (“TIP”)Wi-Fi Access Point, which consists solely of hardware developed and manufactured by Supplier per industry standard IEEE 802.11 physical specification with TIP OpenWiFi firmware (“Supplier Product”). It is expressly understood and agreed, and Purchaser unconditionally acknowledges, that Supplier Product does not include any Supplier-supplied software required for operation.

It is further expressly understood and agreed, and Purchaser unconditionally acknowledges, all firmware in the Supplier Product is TIP OpenWiFi firmware developed under that organization’s requirements such that it is provided as is with no modification by Supplier. As the firmware for the Supplier Products is open-source software, Supplier hereby notifies Purchaser of such restrictions and limitations inherent in the Supplier Products’ firmware. Purchase of Supplier Product includes the right to use the TIP OpenWiFi firmware embedded in the Supplier Product, provided such firmware is not modified in any form.

It is further expressly understood and agreed, and Purchaser unconditionally acknowledges, that certain third parties (“Third-Party”, as further identified in Exhibit A) have developed software (“Third-Party Software” or “Third-Party SW”) designed for use with Supplier Product. Supplier Product is to be sold independent of the Third-Party SW but restricted for use with the Third-Party SW, subject to the terms and conditions herein. Purchaser will work with Third-Party directly to obtain new Third-Party SW releases, updates or other Third-Party SW support. For clarification, Supplier Product does not include any software required for operation. Purchaser acknowledges that Supplier is not responsible for any aspect of the support of Third-Party Software. All Third-Party Software and support must be obtained from Third-Party under a separate agreement, with such agreement and support to be solely Third-Party’s responsibility. Supplier is only responsible for manufacturing, delivering and supporting the hardware and not for other items such as Third-Party Software or cloud platforms.

For clarification, Supplier is not liable for any Third-Party SW or TIP OpenWiFi firmware.

B. Interoperability/ Product Use.

Supplier will ensure the Supplier Product interoperates with the Third-Party SW but no other equipment or software. Supplier will ensure that the Supplier Product is compatible with and capable of interfacing with Third-Party SW solely for the purposes of allowing such Third-Party SW to be loaded onto the Supplier Product. Supplier is not liable for any failure of Supplier Product to operate upon installation of said Third-Party SW, nor for any support for said Third-Party SW to include updates, upgrades, releases or otherwise in order for the Supplier Product to operate per Purchaser’s requirements. Further, Supplier will ensure that the Supplier Product firmware allows the required Supplier Product operation but is not liable for any failure to interop with the Third-Party SW or Purchaser’s equipment or for any operation issues in the TIP OpenWiFi firmware.

While Supplier is not responsible for any operational issues caused by any Third-Party SW, it shall work with Third-Party to resolve any such issues that impact on the Supplier Product operations. Supplier will timely perform a root-cause analysis of any error or failure affecting solely the Supplier Product, and Supplier will provide Purchaser with a written report detailing the cause of and procedure for correcting the error or failure, provided all initial inquires for root cause analysis are conducted by Third-Party to determine if the Supplier Product is the source of any error or failure. Supplier will provide Purchaser with reasonable evidence that any error or failure of Supplier Product within Supplier’s control will not recur.

Purchaser may at any time, and from time to time, propose changes to Supplier Product or request that Supplier provide additional products or perform additional services for Purchaser, provided all such changes shall comply with any TIP requirements or regulations governing such Supplier Product for both the physical specification and the firmware, and further provided any such changes shall not require or invalidate any Third-Party SW required to operate the Supplier Product.

C. Product Warranty.

Supplier warrants that for a twelve (12) month period commencing on the date of delivery (the “Supplier Product Warranty Period”), such of the Supplier Product furnished under this Agreement shall be free in all material respects from defects in material and workmanship and shall comply with the mutually agreed-upon specifications (the “Supplier Product Warranty”). If notified by Purchaser of any such defects in material or workmanship or nonconformity with the specifications within the Supplier Products Warranty Period, Supplier shall promptly, at its own election and expense, repair or replace any such defective Supplier Product. Purchaser shall follow Supplier’s RMA process. Such repair or replacement includes material and labor and shall be Purchaser’s sole remedy and Supplier’s sole obligation in the event this warranty is invoked. If any components comprising a part of the Supplier Product are replaced or repaired during the Supplier Product Warranty Period, the Supplier Product Warranty Period for such repaired or replaced components shall extend to the longer of: (i) the balance of the Supplier Product Warranty Period; or (ii) three (3) months from the date of repair or replacement.

Supplier hereby represents and warrants to Purchaser that the Supplier Product shall (a) be free from defects in workmanship and materials; (b) be of good quality and suitable for their intended purpose of providing Wi-Fi access in mutually agreed countries; (c) be in compliance with the industry standard IEEE 802.11 physical specification; (d) be in conformity with all applicable  industry voluntary standards relating to TIP compatible hardware; and (g) not, when sold or used or otherwise, knowingly infringe, misappropriate or encroach upon any party’s intellectual property rights except as specifically excluded from the representations and warranties identified herein the for industry standard IEEE 802.11 physical specification, the TIP OpenWiFi firmware or Third-Party SW.

D. Indemnification.

Supplier agrees to defend, indemnify, and hold harmless Purchaser from any and all damages, losses and/or expenses incurred in connection with any and all suits, claims, demands or liabilities whatsoever for any alleged violations of intellectual property. The foregoing shall not apply, and Supplier shall have no obligations to Purchaser with respect to any claim arising out of or attributable, directly or indirectly, to (i) any use of any Supplier Product in combination with any product, equipment, software other than Third-Party SW or product not manufactured or marketed by Supplier or not identified by Supplier as being compatible with the Supplier Product where such infringement or claim thereof would not have occurred but for such combination; (ii) any alteration, change or modification made by Purchaser, any Third-Party or any end user to any Supplier Product including but not limited to the TIP OpenWiFi firmware ; (iv) use of an allegedly infringing version of the Supplier Product, if the alleged infringement could have been avoided by use of a different version made available to Purchaser; (v) Supplier’s compliance with Purchaser’s designs or specifications; (vi) the willful or negligent acts of Purchaser; (vii) Supplier’s compliance with industry manufacturing standards; or (viii) any settlement or compromise incurred or made without Supplier’s prior written consent. For clarification, Supplier is not liable for any claims of indemnity for Third-Party SW, the TIP OpenWiFi firmware or industry standard IEEE 802.11 physical specification. Supplier shall not have any responsibility or liability for said claims and Purchaser agrees to unconditionally hold harmless and indemnify Supplier from any and all claims or damages arising therefrom.