Agreement

Among those subscribed, namely: ARPIA Technologies LLC., a legal entity duly registered according to the laws of the State of Florida, the United States of America, with registry number 35-2814139 (“ARPIA”), and on the other hand, the CLIENT, with general details described in the applications and service registration via platform or in writing, agree to enter into this agreement subject to the following terms and conditions.

First: Between The Parties

ARPIA Technologies LLC., and the CLIENT agree that the purpose of this contract is to provide the service called ARPIA according to the clauses detailed below.

Second: Terms of Use

These terms of use do not limit, alter, or modify, nor do they imply a waiver of industrial property rights and copyright, and any other right that ARPIA Technologies LLC. has over the software and service called ARPIA.

THE CUSTOMER may have to use any version of ARPIA code authorized by ARPIA Technologies LLC., with the limitations and conditions established in these terms and conditions.

2.1. Terms and Conditions

Set forth below ("Conditions") govern the use of this site and platform on the World Wide Web ("Site") of ARPIA, a service of ARPIA Technologies LLC., and the services available on this site ("Services") and are legally binding on you.

"If you do not agree with any of these conditions, you will not be able to access or use this site and/or the services or any information contained in the site. The use of this site and/or its services will be considered as your agreement to each of the following terms established below."

The CUSTOMER agrees that ARPIA Technologies LLC., or whomever it designates, can make changes to these terms at any time without prior notice or consultation. We will notify you of such revisions by posting an updated version of the terms on the site. The CUSTOMER is responsible for periodically reviewing these terms. Your continued use of the site and/or services will constitute your acceptance of such changes to the terms.

Also, ARPIA Technologies LLC., or whomever it designates, can make changes to the service at any time, or adjustments and other improvements to the product. Any changes or updates may result in an increase in rates, in which case a 30-calendar-day notice will be provided.

2.2 Activation of the Service

With the exception of the obligations that will arise from the acceptance of these Terms and Conditions specified in the following clauses, the Terms and Conditions will enter into effect when you meet the following conditions:

The approval by ARPIA Technologies LLC., or whomever it designates, from the application submitted by the CLIENT.
The activation of the product/service ARPIA by the CLIENT.

2.3 Payments and Service Suspensions

The CLIENT hereby declares that they expressly accept the monthly fee charged at the beginning of the commercial relationship. This monthly fee must be paid within the first five (5) days of each month, as described in the accepted terms and conditions and the ARPIA application. The contract also describes the plan to which the CLIENT has subscribed.

2.3.1 Payment Methods

The CUSTOMER agrees to make the mentioned payments by credit card, VISA, or MASTERCARD, after approval of the request for the automatic discount of their credit card through the ARPIA platform.

The CUSTOMER will pay a fee for each GB (Gigabyte) they decide to use or contract. Once the payment per GB (Gigabyte) is made, it will be understood as acceptance of the agreement in all the terms set forth herein. The rate to be paid will be published on the ARPIA site, and a fiscal receipt will be issued upon receipt of payment.

If the CUSTOMER later decides to obtain more GB (Gigabytes), the rate will increase without prior notice for each additional GB (Gigabyte). There is no need to sign or accept another agreement, as each GB is governed by these Terms and Conditions.

2.3.2 Refunds and Partial Payments

ARPIA Technologies LLC. will not issue refunds for payments made, contracted services, or users' unused amounts. This includes cases where the client has previously signed and accepted a quote sent by ARPIA, which is governed by these terms and conditions. The CLIENT must use the services within the stipulated time.

ARPIA Technologies LLC., or whomever it designates, is not obligated to receive partial payments. Receipt of partial payments does not indicate interest in modifying the prices or terms of this agreement. These conditions constitute an executory title and are legally enforceable.

Legal documents required as proof of payment may be sent by email, and their submission will serve as evidence of the required billing and any other documentation mandated by law. The rate to be paid may be increased annually according to the inflation index or CPI. Notifications will be posted on the "site" or software and/or any other valid means of notification.

2.3.3 Suspensions and Cancellations of the Service

The CUSTOMER understands that upon incurring a payment delay for thirty (30) days, either due to a deactivated card or lack of funds, access to the system will be suspended. If the delinquency amounts to three (3) months, the information contained in the ARPIA account will be deleted.

If the CLIENT wishes to recover their account along with the information, they must cancel the equivalent of the pending balance and reactivate the account.

The CLIENT irrevocably waives any claim, demand, administrative, or judicial actions against ARPIA Technologies LLC., or whomever it designates, for the loss of information and damages caused by the erasure or elimination of said information due to late payment.

Deleted information will be stored on ARPIA’s server for a maximum of 12 months following its deletion. After this period, the information will be permanently removed from the server, and the client will no longer be able to retrieve it.

Note: Late payment or delay occurs when the CLIENT makes partial payments or misses a single payment within the term stipulated in this contract or on the ARPIA website.

Third: General Use Restrictions

Except for the Software provided by ARPIA Technologies LLC., or any software offered by developers on the site (if applicable) ("ARPIA"), the download of which is governed by the license agreement associated with said Software from third parties, and except for third-party content provided by third parties, all information, documents, and services provided on this site, including trademarks, logos, graphics, and images (collectively, the "Services") are provided to you by ARPIA Technologies LLC., or whoever it designates, except for what is expressly contemplated herein.

The CLIENT acknowledges that they do not have any right, title, or interest in, or for the materials of any legal basis, and that the user does not grant the CLIENT any type of authorization (other than that allowed by these Terms and Conditions) nor assignment, nor a waiver of rights by ARPIA Technologies LLC. or whoever it designates.

ARPIA Technologies LLC., or its designee, grants you the limited right to display the material on your personal computer and copy and download the materials that appear on this site, provided that:

The copyright notice of ARPIA Technologies LLC. (listed below) appears in the sample materials, copied, or downloaded.
Screen, copy, or download is solely for your personal and/or internal non-commercial use.

The CUSTOMER acknowledges and accepts that they have no right to modify, edit, alter, or improve any of the materials in any way. This license will terminate automatically, without prior notice, in the event of the unfulfillment of any of these terms and conditions.

ARPIA Technologies LLC. may remove your advertisement from this Site and/or the Services with or without cause. In the event of termination of this limited license, the CUSTOMER agrees to immediately destroy any printed or electronic material and stop using the Site and/or the Services.

Prohibited Actions

Taking any action to circumvent or attempt to circumvent the security and control access provisions of the Site and the Services is prohibited. Such prohibited conduct includes, but is not limited to:

Any effort to issue an account registration with a password not assigned to you.
Accessing personal information not intended for you.
Testing security measures on the site or trying to identify system vulnerabilities.
Impersonating any other user of the site and/or services, or falsifying any information header in any advertisement, or manipulating the TCP/IP header of packets.
Modifying, reverse engineering, disassembling, or allowing others to attempt to discover the computer code on the site and/or the Services.
Deactivating the Site or the Services or interfering with the access and use of the Site and/or the Services by any other user.

If ARPIA Technologies LLC., or whoever it designates, becomes aware of any of the activities mentioned above, it may investigate and respond to any case, and work with the judicial authorities to investigate and prosecute the offenders. The continuous use of the site and the services is expressly conditioned upon the observance of these prohibitions and the obligations and restrictions.

Additional Prohibitions

Without limiting the generality of the above, ARPIA Technologies LLC., or whoever it designates, expressly prohibits the following, and the CLIENT accepts:

Placing false, inaccurate, or misleading information on third-party content.
Using the services and/or the site to violate any applicable law or regulation, including but not limited to, the violation of copyrights, trademarks, trade secrets, or other intellectual property rights of third parties, or violating the privacy or rights of advertising from anyone else.
Posting any third-party content that is abusive, defamatory, discriminatory, hateful, obscene, vulgar, sexually oriented, threatening, or otherwise objectionable.
Harassing, bullying, or otherwise subjecting any other user of the site and/or services to unwanted or inappropriate contact.
Sending unsolicited mail or email, making unsolicited phone calls, or sending unsolicited faxes and/or advertising any product or service either directly on the site or in the services, or by making unsolicited contact with any user via email, telephone, postal mail, or any other method of communication.
Making changes, additions, or deletions to any third-party content published by any user without the express written authorization of the user.
Taking any action that imposes an unreasonable or disproportionately large load on the site's infrastructure.
Including misleading, irrelevant, and/or hidden words in any third-party content.
Linking or framing content or information available on the site unless expressly authorized by ARPIA Technologies LLC..
Intentionally exposing the site and/or service to any computer virus or any other program or code that interrupts or disables the site's or service's operations.
Using robots, spiders, or other programs or devices to retrieve or index any part of the site.
Collecting information about other users for purposes other than those expressly permitted herein.

These restrictions aim to ensure the security, integrity, and lawful use of the Site and Services.

Additional Restrictions for Developers

In addition to the above, if you are a developer who makes third-party software available to users through the Site, the CLIENT acknowledges that ARPIA Technologies LLC. expressly prohibits the following:

Posting Third Party Software or Third Party Content in inappropriate categories or areas on the site.
Publishing or making available to users through the Site any Third Party Software or Third Party Content that does not benefit users of ARPIA Technologies LLC. products or services, or Third Party Software or Third Party Content that is competitive with, or otherwise benefits from competitors of, ARPIA Technologies LLC. products and services.
Using the site if you are unable to form legally binding contracts, including minors under 18 years of age, or if you are temporarily or permanently suspended from using the ARPIA Technologies LLC. site.
Delivering third-party software or Third Party Content purchased or otherwise acquired from the CLIENT, unless the acquirer does not comply with the written terms.
Bypassing or manipulating the billing process established by ARPIA Technologies LLC. to facilitate the processing of orders on their behalf, or using the software to circumvent or violate compliance with tax, national, local, or applicable laws.
Transferring or allowing others to use your developer account and user ID without the prior written consent of ARPIA Technologies LLC., or whoever it designates.
Executing any act prohibited by current law or this contract.

These restrictions are in place to ensure proper usage, compliance, and security within the ARPIA Technologies LLC. ecosystem.

Disclaimer on Prohibitions

The list of prohibitions above is illustrative and not intended to be exhaustive or exclusive.

ARPIA Technologies LLC. reserves the right to:

Terminate its relationship with the client under these terms.
Prohibit access to the ARPIA Site.
Remove any third-party software or content.

This includes, without limitation, any actions that ARPIA Technologies LLC., or its designee, at its sole discretion, deems inappropriate or harmful to the ARPIA Site, its services, or its users.

Fourth: Registration and Protection of Access Passwords

Before accessing certain services on the Site, ARPIA Technologies LLC. requires the creation of a username and password as part of the procedures for registering an account on the Site.

The CLIENT agrees to:

Comply with the procedures specified by ARPIA Technologies LLC. from time to time regarding the obtaining and updating of site passwords and services.
Assume exclusive responsibility for the security of the passwords issued in their name.

Passwords may be canceled or suspended by ARPIA Technologies LLC., or its designee, at any time, including in cases of:

Account misuse.
Violation of these Terms.

The CLIENT further agrees to:

Make their best efforts to prevent any third party from accessing their password.
Immediately notify ARPIA Technologies LLC., or its designee, in writing of any actual or potential unauthorized access to a password, the Site, or its services.

Fifth: Operations with Developers

ARPIA Technologies LLC., or its designee, operates online marketplaces on some of its sites that allow developers to make third-party software available to users through the Site.

The third-party software available on these sites is, in each case:

The intellectual property of the respective developers.
Subject to license agreements, terms of use, and/or privacy policies of such developers.

Acknowledgment by the CLIENT

The CLIENT acknowledges and agrees that:

ARPIA Technologies LLC., or its designee, is not a party to, nor involved in, the real transaction between the promoter and the users in the acquisition of third-party software provided by these developers.
ARPIA Technologies LLC., or its designee, does not control the operation of, nor guarantee the quality, accuracy, legality, or security of third-party software.
ARPIA Technologies LLC. provides no guarantee regarding:
- The ability of developers to offer third-party software.
- The ability of buyers to pay for third-party software.

Transaction Governance

All transactions will be governed by the conditions of sale executed by and between the developer and the acquirer.

Disclaimer of Warranties

ARPIA Technologies LLC., or its designee, disclaims all warranties with respect to third-party software, including:

All implied warranties of merchantability.
Fitness for a particular purpose.
Non-infringement.

Sixth: Third Party Content and Ads

"Third Party Content" means, collectively:

Content and information licensed from ARPIA, a service of ARPIA Technologies LLC. or whoever it designates, to third parties for their display on the ARPIA Sites.
The content, information, and material posted on the site by third-party users of the site.

The third-party content available on these sites is, in each case, the intellectual property of the respective third-party users of the web.

Responsibility of the CLIENT

The CLIENT acknowledges that:

They are responsible for the content of third parties and personal (or their company) content that they publish on the site.
The CLIENT is solely responsible for the content of third parties that they publish, including its legality, reliability, suitability, originality, and copyright.

Guarantees Regarding Posted Content

By posting any third-party or personal content to the site that contains images, photographs, drawings, or that in any other graphic way in whole or in part ("Images"), the CLIENT declares and guarantees that:

a) The CLIENT is the owner of the rights of the images in question, or that the owner of the rights of such images has granted permission to use such images or any content and/or images contained in said images consistent with the form and purpose of its use and as allowed by these conditions.

b) The CLIENT has the necessary rights to grant the licenses and sublicenses described in these conditions.

c) Each person who appears in the mentioned images, where appropriate, has given their consent for the use of the images as established in these Conditions, including, by way of example, and not as a limitation, distribution, public display, and reproduction of such images. No compensation will be paid concerning the use of the CLIENT's images.

d) The CLIENT is obliged to abide by the data laws in force, nationally and/or internationally, whichever is applicable, and will be directly responsible for any violation.

ARPIA, its staff, or directors:

Are not responsible for, nor will they pay, any compensation concerning the use of images or others managed by the CLIENT for any violation of the law executed by the CLIENT.

Seventh: Links to Third Party Sites

This site may provide links to other websites or resources on which ARPIA, a service of ARPIA Technologies LLC., or whoever it designates, does not have control ("External Websites").

Such links do not constitute an endorsement of ARPIA, a service of ARPIA Technologies LLC., or whoever it designates, of those external websites.
The CLIENT acknowledges that ARPIA, a service of ARPIA Technologies LLC., or its designee, provides these links only for your convenience.

The CLIENT further accepts that:

ARPIA, a service of ARPIA Technologies LLC., or whoever it designates, is not responsible for the content of such external websites.
Your use of external websites is subject to the terms of use and privacy policies found on those external websites.

The data handled by the CLIENT on external websites is the sole responsibility of the CLIENT.

Eighth: Trademarks and Copyrights

ARPIA Technologies LLC. trademarks, service marks, brands, names, logos, and designs ("Marks"), and/or ARPIA, or those used on this site and in the services, are the property of ARPIA Technologies LLC., or their respective owners.

Restrictions on Use of Trademarks

The CLIENT cannot delete or alter any registered trademark.
The CLIENT may not use any trademark displayed on the site or in the services without the express written consent of ARPIA Technologies LLC., its designee, or the respective owner.
Nothing contained in this site grants, by implication, resignation, impediment, or otherwise, any right to use said trademarks.

Ownership of Site Content

All data and information that appears on this site and in the services, including but not limited to:

Text
Design
Images
Icons
The selection, assembly, and arrangement thereof

Restrictions on Use of Copyrighted Material

Except as required by applicable law, any:

Reproduction
Distribution
Modification
Transmission
Publication

of any copyrighted material is strictly prohibited without the express written consent of the copyright owner.

Ninth: Indemnity

The CLIENT agrees to:

Defend, indemnify, and hold harmless ARPIA Technologies LLC., and its affiliates, representatives, partners, agents, and employees from and against any and all liability, claims, costs, and expenses, including attorneys' fees, arising out of or in connection with:
- The CLIENT's use of the Site and/or the Services.
- Any transaction related to the CLIENT's acquisition of third-party software or Third Party Content.
- The CLIENT's violation of these Terms.

Disclaimer of Warranties

ARPIA Technologies LLC., or its designee, by itself and each of its license providers:

Makes no representations, warranties, or guarantees regarding the quality, suitability, veracity, accuracy, or integrity of any information or data contained in the Site and/or the Services, including but not limited to:
- Data and information.
- Third-party software.
- All third-party content.

"As Is" Provision

Unless expressly otherwise, to the maximum extent permitted by applicable law:

The ARPIA Site, Services, and any information or data contained on the site are provided to the CLIENT "as is" and "where they are."
These are intended for personal use or internal business use only.

Exclusion of Warranties

ARPIA Technologies LLC., or its designee, excludes all conditions, representations, and warranties, including but not limited to:

Express, implicit, legal, or otherwise.
Any guarantee of commercial value.
Fitness for a particular purpose.
Non-infringement of the rights of third parties.

The services are provided "AS IS," without any guarantee of any kind.

Tenth: Limitation of Liability

Neither ARPIA Technologies LLC., nor its agents, licensees, affiliates, or providers of third-party software or third-party content will be liable to the CLIENT or any third party for any kind of damages, including but not limited to:

Direct damages.
Indirect damages.
Incidental damages.
Special damages.
Consequential damages.

This limitation applies to damages arising out of or related to:

The use or attempted use of the ARPIA Site or the services.
The results of using the ARPIA Site and/or services.
Operations related to the acquisition of third-party software or third-party content.
External websites linked to this site.
The materials on the site.

These limitations apply regardless of:

How the damages arise, whether by breach or tort.
Whether ARPIA Technologies LLC., or its designee, was informed of the possibility of such damages.

Eleventh: Release

If the CLIENT has a dispute with one or more users or developers, they hereby release ARPIA Technologies LLC., its officers, directors, agents, subsidiaries, joint ventures, and employees from:

Claims.
Demands.
Responsibilities.
Damages of any kind and nature, known and unknown.

This release applies to all disputes resulting from or in any way connected with such disputes.

Twelfth: Assignments of Rights

The CLIENT accepts that all the obligations contained in this contract will remain, as indicated in this document, in the event that ARPIA Technologies LLC., or its designee:

Decides to change its company name.
Decides to merge with another company, whether or not it is absorbed by that company.
Decides to assign, transfer, or in any way alienate the service, brands owned by it, to a third party.

Therefore, ARPIA Technologies LLC., or its designee, under the new company name—either the company that remains or is created after a merger—or the third party acquiring the rights of ARPIA Technologies LLC. contained in this contract, will enjoy all the rights and obligations granted to ARPIA Technologies LLC., or its designee, as stated in this document.

Thirteenth: General Provisions

ARPIA Technologies LLC. respects the intellectual property of third parties and asks the CLIENT to do the same. If the CLIENT believes that their work has been copied on this site in a way that constitutes copyright infringement, and it appears on this page, they must provide the copyright agent of ARPIA Technologies LLC., or its designee, with the following information:

An electronic or physical signature of the person authorized to act on behalf of the copyright owner.
A description of the copyrighted work that the CLIENT claims has been infringed.
A description of where the material that the CLIENT claims is infringing is located on the site.
The CLIENT's address, telephone number, and email address.
A statement by the CLIENT that they have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law.
A statement, made under penalty of perjury, that the information in the notice is accurate, and that the CLIENT is the copyright owner or authorized to act on behalf of the copyright owner.

For Notification of Claims

The CLIENT can send notifications as follows:

By Mail:
ARPIA Technologies LLC.
Attention: Legal Department
100 Southeast 2nd Street
Suite 2000, Miami, FL 33131
By Email: [email protected]

Site Use and Jurisdiction

ARPIA Technologies LLC. controls and operates this site from its headquarters in Panama. It does not guarantee that the Services or Materials are adequate or available for use in locations outside of Panama.

Use of the Site or Services Outside of Panama: The CLIENT is responsible for compliance with applicable local laws, including but not limited to the export and import regulations of other countries concerning the materials, third-party software, or third-party content.
Assignment of Rights: The CLIENT cannot assign, voluntarily or by operation of law, any right under these Terms or delegate any obligation without prior written consent from ARPIA Technologies LLC., or its designee. Any attempt to do so without such permission will be void.

Governing Law

These conditions will:

Be binding and benefit THE PARTIES and their authorized successors and assignees.
Be governed by the laws of the Republic of Panama, without regard to choice of law or conflict of law principles of any jurisdiction.
Exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (1980).

The CLIENT agrees to submit any litigation, actions, claims, or causes of action related to these Terms or the use of the Site to the competent courts of the Republic of Panama.

Additional Provisions

If any provision of these Terms is deemed by a court of competent jurisdiction to be contrary to law, such provision(s) shall be interpreted to reflect the parties’ intentions while the remaining provisions remain in full force and effect.
The failure of ARPIA Technologies LLC., its proxies, representatives, or assignees to enforce any right or provision of these conditions will not constitute a waiver of such rights or provisions unless explicitly recognized and accepted by ARPIA Technologies LLC..

Entire Agreement

These Terms:

Constitute the entire agreement between the CLIENT and ARPIA Technologies LLC., or its designee.
Supersede all prior or contemporaneous negotiations, discussions, or agreements, if any, between the parties regarding the matters contained herein.
Can only be modified or amended through a written document signed by an authorized representative.

Fourteenth: Hiring

It is understood between THE PARTIES that during the duration of this contract, they may not contract personnel who work in any of the companies, or affiliated companies, of the other party, or owned by THE PARTIES, without prior consent and signed acceptance of the affected party.

Fifteenth: Duration and Termination of the Contract

This agreement shall be in force once the service and product ARPIA is accepted via web.

Grounds for Termination

This contract may be terminated by:

Unilateral decision of the company.
Lack of payment by the client for a month or due to late payment.
Any legal grounds for the termination of the contracts.
Breach of any one of the clauses of this contract.
Agreement between THE PARTIES.

Termination Process

In case of termination, ARPIA Technologies LLC., in good faith, will send an email requesting payment or indicating the termination of the contract, which will serve as notification.
Upon termination, ARPIA Technologies LLC., or its designee, will be entitled to erase the data/information entered by the CLIENT in ARPIA.
ARPIA Technologies LLC., or its designee, will not return any amount to the CLIENT at the time of termination of the contract.

Client Obligations for Cancellation

To avoid additional charges, the CLIENT agrees to:

Notify ARPIA Technologies LLC., or its designee, with a prior notice of thirty (30) calendar days of the cancellation date within their active billing period.
Be current on their payments.
Submit a written request to ARPIA Technologies LLC., or its designee, for the cancellation of the service.

Additional Terms

Notwithstanding the above, a violation or infringement of any provision in these Terms and Conditions shall be sufficient grounds for unilateral termination by ARPIA Technologies LLC..
The CLIENT accepts that termination may be notified via email.
This agreement provides executive merit to settle any conflict.

Effective Date

The agreement becomes effective as of the date of acceptance, either by physical signature or registration through the ARPIA Technologies LLC. site.

ACCEPT