PLEASE READ AND REVIEW THESE TERMS & CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THE Teconica Solutions LLC RETAILER PORTAL AT portal.Teconica.net (THE “PORTAL”). BY USING OR ACCESSING THE PORTAL, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, AS WELL AS ANY OTHER INFORMATION CONTAINED ON THE PORTAL (COLLECTIVELY, THE “PORTAL TERMS”). IF YOU DO NOT WISH TO BE BOUND BY THE PORTAL TERMS, PLEASE DO NOT ACCESS OR USE THE PORTAL. Teconica Solutions LLC (“Teconica Solutions LLC”) MAY MODIFY THE PORTAL TERMS, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING TO THE PORTAL. YOUR CONTINUED ACCESS TO OR USE OF THE PORTAL SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE PORTAL TERMS AND ANY MODIFICATIONS THERETO. Teconica Solutions LLC MAY MAKE CHANGES TO THE PRODUCTS OR SERVICES PROVIDED OFFERED ON THE PORTAL AND THE Teconica Solutions LLC CONSUMER WEBSITE Teconica.net (THE “SITE”) AT ANY TIME WITHOUT NOTICE. YOU ACKNOWLEDGE THAT THE PORTAL TERMS ARE IN ADDITION TO ANY OTHER OBLIGATIONS YOU MAY HAVE TO Teconica Solutions LLC (OR ITS AFFILIATES) PURSUANT TO ANY WRITTEN AGREEMENT BETWEEN YOU AND Teconica Solutions LLC (OR ONE OF ITS AFFILIATES).

Definitions

'Teconica Solutions LLC Customer Activation and Recharge System' shall mean the proprietary Teconica Solutions LLC automated system through which a Retailer can establish and recharge a Customer Account.

'Customer' shall mean an end-user of a Product who purchased the Product from a Retailer.

'Customer Account' shall mean a prepaid balance associated with the ANI of the phone from which the Customer has elected to utilize the Service and/or purchase Products.

'Customer Payment' shall mean the amount a Customer remits to a Retailer for Teconica Solutions LLC to fund or recharge a Customer Account and/or to pay for a Product.

'Portal' shall mean the Teconica Solutions LLC Retailer portal at portal.Teconica.net, as well as any Teconica Solutions LLC Retailer IVR and/or Teconica Solutions LLC Retailer App that Teconica Solutions LLC makes available to Retailers.

'Product(s)' shall mean the products and services offered, distributed and/or sold to Customers by Retailer via the Portal, including without limitation the Service.

'Retailer' shall mean the person or entity that establishes a Retailer Account with Teconica Solutions LLC or an authorized Teconica Solutions LLC master distributor and thereafter sells Products to Customers.

'Retailer Account' shall mean a prepaid balance or a postpaid account funded by a Retailer from which Retailer can (a) distribute the Service by transferring portions of the balance into Customer Accounts and/or (b) distribute other Products to Customers.

'Service' means Teconica Solutions LLC service, which is a proprietary, prepaid, pin-less, card-less telecommunication service that enables consumers to make U.S. domestic and international calls.

Retailer Obligations

Retailer Account. Retailer shall establish a Retailer Account via the Portal on the Teconica Solutions LLC Customer Activation and Recharge System.

Promote Products. Retailer agrees to promote the Products, including the Service, to Customers and to collect money from Customers on behalf of Teconica Solutions LLC for purchasing the Products.

Teconica Solutions LLC Policy. Retailer agrees to follow all applicable policies and procedures conveyed to it by Teconica Solutions LLC. Retailer further agrees to only utilize the consumer scripts, disclosures, advertising materials and other oral or written disclosure materials provided to it by Teconica Solutions LLC when offering and distributing the Products to Customers in order to provide Customers with necessary information about the Products.

Customers of the Service. Retailer acknowledges that all Customers using the Service (or any other service provided by Teconica Solutions LLC through the Portal in which a Customer creates an account with Teconica Solutions LLC or one of its affiliates) are customers of Teconica Solutions LLC and that Teconica Solutions LLC is the sole party authorized to provide the Service to Customers.

Breach or Fraud by Retailer. Retailer will not, and shall use its best efforts to ensure that its employees or agents do not, use the Portal, the Teconica Solutions LLC Customer Activation and Recharge System or the Products for any unlawful, abusive or fraudulent purpose. Retailer is responsible for all acts and omissions related to its Retailer Account (including, but not limited to, fraud, excessive chargebacks and overdrafts). Retailer shall not disparage or make false representations about the Products or Teconica Solutions LLC.

Taxes. Retailer is responsible for all applicable taxes (including collecting sales tax), duties and fees that are levied in connection with the performance of its obligations hereunder (other than any taxes on Teconica Solutions LLC’s income) and Teconica Solutions LLC shall have no liability therefor.

Penalties. Teconica Solutions LLC shall have the right to impose one or more of the following penalties for any violation of these Portal Terms: Suspend Retailer’s commission payments (if any); forfeiture of any of Retailer’s accrued commissions (if any); revise Retailer’s commission structure; remove Customers credited to Retailer; charge its Retailer Account for any amounts owed to Teconica Solutions LLC; and termination of its Retailer Account.

Activation and Deactivation. Teconica Solutions LLC reserves the right to deactivate Customer Accounts or Products if it determines, in its sole discretion, that Retailer or a Customer is actually or allegedly engaged in activities that are illegal or fraudulent or which may be harmful to Teconica Solutions LLC or its affiliates, or for non-payment. Any such deactivation of Products shall not entitle any third party to any refund and all commissions paid or payable to Retailer in connection with such Customer Account shall be forfeited and/or returned by Retailer to Teconica Solutions LLC as applicable.

Prepaid Retailer Accounts. For prepaid Retailer Accounts, the Transaction History on the Portal shall constitute an invoice for each Product distributed or sold to a Customer by Retailer via the Portal through the Retailer’s Account, including all transactions for which the Retailer Account is decremented and for which the Retailer is entitled to a commission as applicable.

Postpaid Retailer Accounts. In order to establish a postpaid Retailer Account, a Retailer is required to access the ACH Link page on the Portal, agree to the ACH terms and conditions on that page and provide Teconica Solutions LLC with relevant bank account information as well as authorize Teconica Solutions LLC to ACH the Retailer’s bank account from which the Retailer will pay for Products. The Retailer’s invoice for Products purchased is accessible via the My Transactions page on the Portal.

Disputes. Any dispute regarding amounts due and owing must be brought to Teconica Solutions LLC’s attention within thirty (30) days of the posting of the relevant invoice entry on the Portal. Teconica Solutions LLC reserves the right to utilize any credit card information a Retailer provides to satisfy any outstanding amounts due and owing, including without limitation the return of commissions.

Access to Retailer Account. A Retailer is responsible for any transactions that are made via its Retailer Account including by anyone Retailer authorizes to utilize its Retailer Account or by anyone who accesses its Retailer Account as a result of Retailer’s failure to properly restrict access. A Retailer may restrict access to its Retailer Account in its discretion by accessing the Manage Access (or similar) page on the Portal. Retailer must safeguard its Portal security code and provide the security code only to authorized personnel. Teconica Solutions LLC may access a Retailer Account to fix, repair or maintain the account or to review any claim made by the Retailer.

Payment of Invoices. If a Retailer fails to pay Teconica Solutions LLC any amount when due, then Teconica Solutions LLC shall have the right (in addition to any other rights or remedies available it under these Portal Terms or applicable law) to (a) impose any of the penalties provided for in Section 2.7, (b) to declare any unpaid balance immediately payable, (c) demand payment in cash before processing any further Customer or Retailer transactions, and/or (d) withhold commissions and apply such amounts against the Retailer’s Account balance. Net overdue amounts shall be subject to a late payment charge of up to 1.5% per month, provided that such charge shall not exceed the maximum amount permitted by law.

Refunds for Account Balance. A Retailer is entitled to request a refund of prepaid funds in its Retailer Account at any time, minus any amounts owed to Teconica Solutions LLC. Amounts up to $500.00 shall, as a general rule, be refunded to the Retailer’s credit card on file with Teconica Solutions LLC. Amounts exceeding $500.00 shall only be refundable via IVR following the instructions provided to the Retailer by Teconica Solutions LLC personnel.

Refunds for Products. Only certain Products are refundable – check the appropriate Portal product information page for information regarding the return policy governing that Product.

Consent to Receive SMS and Email. By using the Portal, Retailer consents to receive SMS text and/or email messages from Teconica Solutions LLC and its affiliates regarding its Retailer Account and special offers. Standard message and data rates will apply. Retailer’s ability to manage its Retailer Account could be limited if Retailer withdraws its consent to receive such messages.

Personal Information

Retailer acknowledges that it will be in possession of certain of proprietary and personal information of the Customers. Retailer and its employees and agents are responsible for safeguarding this personal information in a manner consistent with any and all state and federal laws governing the personal information of a Customer or any third-party recipient of the Products purchased by Customer, including any obligations imposed under any applicable state or federal privacy laws and any rules promulgated by an agency having jurisdiction over the Retailer’s activities. Similarly, Retailer shall comply with any and all corporate policies of Teconica Solutions LLC related to the safeguarding of Customer information. In no circumstance shall Retailer facilitate access to this personal information through the Portal by anyone other than Retailer. Retailer shall not use Customer information in any manner not related to the Products. In the event that Retailer becomes aware of any unauthorized access to Customer information, Retailer shall immediately report this access to Teconica Solutions LLC and comply with any and all state and federal laws regarding notification to a Customer regarding such unauthorized access.

Protection of Products

Retailer is solely responsible for the protection of Products that have been received by Retailer, including point of sale activation Products distributed to, or activated at, Retailer locations by Retailer. In the event that such Products are stolen or compromised, Retailer will notify Teconica Solutions LLC immediately. Retailer shall store Products with all reasonable and due care and in accordance with any instructions provided by Teconica Solutions LLC.

Commissions

Commissions for Products. The commission payable (if any) for each Product can be located on the Retailer’s Adminsitration page on the Portal. Teconica Solutions LLC reserves the right to change the commissions for any Product without notice and such changes shall be effective upon Teconica Solutions LLC posting the revised commissions on the Portal. The commissions posted on the Portal supersede (i) any written agreement or other arrangement between Retailer and Teconica Solutions LLC regarding the Products and (ii) any representations made by Teconica Solutions LLC personnel regarding commissions for the Products. By selling a Product Retailer agrees to the commission for such Product posted on the Portal at the time of the sale.

Commission Payments. All commissions owed to Retailer shall be payable as balance to its Retailer Account and shall be entered as a credit in the Retailer’s Transaction History on the Portal.

Representations & Warranties

Retailer represents and warrants that: (a) it is duly organized and validly existing under the laws of the jurisdiction in which it was formed; (b) it has all requisite organizational power and authority to perform its obligations hereunder; (c) it will comply with all applicable federal, state and local laws, rules and regulations; (d) it will use commercially reasonable efforts to eliminate any fraudulent activity in connection with the sale of the Products or the establishment of Customer Accounts which comes to its attention and will notify Teconica Solutions LLC of such fraudulent activity promptly; (e) it will not mischaracterize the Products or the Service or otherwise fraudulently depict or market the Products; and (f) it will not infringe any patent, copyright, trademark or other similar proprietary right of Teconica Solutions LLC or any third party in connection with the sale and distribution of the Products.

Limitation of Liability

Teconica Solutions LLC OPERATES THE PORTAL TO PROVIDE RETAILER WITH ONLINE ACCESS TO Teconica Solutions LLC PRODUCTS AND SERVICES. Teconica Solutions LLC MAKES NO REPRESENTATION ABOUT THE SUITABILITY OF THE INFORMATION CONTAINED ON THE PORTAL OR THE SITE. ALL SUCH INFORMATION IS PROVIDED 'AS IS' WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED.

Teconica Solutions LLC HEREBY DISCLAIMS ALL WARRANTIES WITH REGARD TO THE PORTAL, THE SITE AND THE PRODUCTS, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Teconica Solutions LLC NEITHER MAKES NOR IMPLIES A WARRANTY AS TO THE ACCURACY, COMPLETENESS, OR RELIABILITY OF THE INFORMATION PROVIDED ON THE PORTAL. Teconica Solutions LLC DISCLAIMS ALL LIABILITY FOR TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS, OR OTHER ERRORS OR OMISSIONS CONTAINED WITHIN THE PORTAL AND THE SITE. Teconica Solutions LLC DOES NOT WARRANT THAT THE SITE, THE PORTAL OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, NOR THAT THE ACCESS TO THE PORTAL OR SITE WILL BE UNINTERRUPTED OR ERROR- FREE, AND Teconica Solutions LLC ASSUMES NO RESPONSIBILITY FOR ANY AND ALL DAMAGE CAUSED THEREBY. BY PROCEEDING TO ACCESS THE SITE OR THE PORTAL, RETAILER HEREBY ASSUMES THE ENTIRE RISK OF RELYING UPON THE INFORMATION PROVIDED HEREIN.

Teconica Solutions LLC is not liable to Retailer or to any third party for any costs, liabilities or damages arising either directly or indirectly from any cause, action or claim relating to the Portal, the Site, the Products or any content on the Portal or Site, including without limitation any personal injury, actual, incidental, consequential, exemplary, punitive, reliance or special damages, or for any claims for loss of revenue, lost profits, lost use, data, or goodwill or for lost business opportunities of any kind or nature whatsoever. These limitations apply even if the damages were foreseeable or Teconica Solutions LLC was told that they were possible, and these limitations apply whether the claim is based upon contract, tort, statute, fraud, misrepresentation, or any other legal or equitable theory. Teconica Solutions LLC is not liable for any Portal failures, or the inability to use the Portal, outages or interruptions or equipment failures or acts or omissions of third parties. Teconica Solutions LLC will not be liable for any damages if the Retailer’s access to the Portal is interrupted, or if there is a problem with the interconnection or equipment of some other party. For the purposes of this paragraph, “Teconica Solutions LLC” includes our parent companies, subsidiary companies and affiliated legal entities, and all their directors, officers, agents, licensors and employees. Notwithstanding anything in these Portal Terms to the contrary and should any provision in these Portal Terms limiting Teconica Solutions LLC’s liability not be enforced, Teconica Solutions LLC’s total liability to Retailer in connection with these Portal Terms shall not exceed in the aggregate the amount paid by the Retailer to Teconica Solutions LLC for Products in the 12 month period immediately prior to the date of the event giving rise to the claim, subject to a maximum of $1,000.00 in all cases.

Third Party Products and Linked Sites

Retailer acknowledges that some of the Products available on the Portal and the Site are provided by third parties, including without limitation domestic mobile top-up and international mobile top-up (collectively, “Third Party Products”). The Third Party Products, as well as the telecommunication and other services underlying the Third Party Products, are provided by third party companies and operators in various countries that are not affiliated with Teconica Solutions LLC (collectively, “Third Party Operators”). Retailer acknowledges that Teconica Solutions LLC merely distributes the Third Party Products.

Teconica Solutions LLC makes no representation that the Third Party Products are available for use in any particular location. Teconica Solutions LLC reserves the right to remove or add any Third Party Products at any time without notice.

The terms of use, charges, fees, taxes, credits and expiration policies for the Third Party Products are established and provided by the Third Party Operators. Teconica Solutions LLC shall not be liable for the acts or omissions of the Third Party Operators. Teconica Solutions LLC will not be liable for any disruption, delay or other omissions in the telecommunication and other services underlying the Third Party Products.

All purchases of Third Party Products from the Portal or Site are final and may not be exchanged, canceled or refunded, except by the applicable Third Party Operator.

Retailer expressly acknowledges that the Third Party Products are provided “AS IS” and 'AS AVAILABLE' with no warranties of any kind. Teconica Solutions LLC does not make any warranties, claims or representations to you or to any third party, whether express, implied or statutory, regarding the Third Party Products and the telecommunication services underlying them, including, without limitation, warranties or conditions of quality, performance, suitability, durability, title, non-infringement, merchantability, completeness of fitness for use for a particular purpose. All such warranties are hereby expressly excluded and disclaimed and you hereby waive and release Teconica Solutions LLC from all such warranties of any nature.

The Portal may contain links to third party web sites (the “Linked Sites”). The Linked Sites are not under Teconica Solutions LLC’s control and Teconica Solutions LLC is not responsible for the content of any Linked Site, whether or not Teconica Solutions LLC is affiliated with the sponsor of the Linked Site. Retailer is responsible for reading and following the terms of use and privacy policy of any Linked Site.

Teconica Solutions LLC IS NOT RESPONSIBLE FOR ANY TRANSMISSION OR PRODUCTS RECEIVED FROM ANY LINKED SITE, NOR IS Teconica Solutions LLC RESPONSIBLE IF THE LINKED SITE OR ANY PRODUCT FEATURED ON THE LINKED SITE IS NOT FUNCTIONING, IS DAMAGED OR IS UNAVAILABLE. Teconica Solutions LLC SHALL NOT BE RESPONSIBLE FOR SLOWER ACCESS SPEEDS WHILE LINKING TO OR VISITING THIRD PARTY SITES (ACCESS SPEEDS MAY VARY). ANY DELIVERY OF AND PAYMENT FOR GOODS AND SERVICES, ANY WARRANTIES OR ANY OTHER TERMS OF USE FOR A LINKED SITE OR LINKED SITE PRODUCT, ARE STRICTLY BETWEEN YOU AND THE THIRD PARTY, AND Teconica Solutions LLC IS NOT RESPONSIBLE FOR ANY TRANSACTION BETWEEN YOU AND A THIRD PARTY. Teconica Solutions LLC DOES NOT GUARANTEE THAT THE LINKED SITES ARE SUITABLE FOR ALL VIEWERS, THEREFORE VIEWER DISCRETION IS ADVISED.

Indemnification

Retailer agrees to hold Teconica Solutions LLC, its parent entities, subsidiaries and affiliates and their respective officers, directors and employees (collectively, the “Indemnified Parties”) harmless from any claims, demands, liabilities, losses, damages, judgments or expenses (including reasonable attorneys’ fees and expenses) which result from or arise in connection with (a) Retailer’s use of the Portal, (b) Retailer’s breach of these Portal Terms, (c) any claim against any of the Indemnified Parties by a third party (including any governmental or administrative agency) alleging that any marketing, business, distribution or other activity by Retailer relating to the Products involves fraud, false or misleading advertising, regulatory noncompliance, misrepresentation, theft or any illegal or deceptive conduct, (d) any improper use of Teconica Solutions LLC’s trademark, service marks or other intellectual property or (e) violation of another person’s or entity’s rights.

Choice of Law; Waiver of Jury Trial

These Portal Terms shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to any conflict of law principles thereof which might require the application of the law of another jurisdiction. Exclusive jurisdiction for litigation of any dispute, controversy or claim arising out of, in connection with, or in relation to this agreement, or the breach thereof, shall be only in the state or federal courts located in Broward County, Florida. Retailer consents to said jurisdiction and venue in the courts of Florida and waives any objections as to personal jurisdiction with respect thereto. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM BROUGHT BY THE OTHER PARTY ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE PORTAL TERMS, THE RELATIONSHIP OF THE PARTIES, AND/OR ANY CLAIM OR DAMAGE RELATED THERETO.

Portal and Site Use

RETAILER MAY ONLY USE THE PORTAL, THE SITE AND THE INFORMATION, IMAGES AND/OR OTHER CONTENT ON THE PORTAL OR SITE (COLLECTIVELY, THE “CONTENT”) SOLELY FOR ITS ACTIVITIES AS AUTHORIZED HEREUNDER. Teconica Solutions LLC RESERVES COMPLETE TITLE AND FULL INTELLECTUAL PROPERTY RIGHTS IN THE PORTAL, THE SITE, THE SERVICE AND ALL CONTENT. EXCEPT AS EXPRESSLY AUTHORIZED, RETAILER MAY NOT USE, ALTER, COPY, DISTRIBUTE, TRANSMIT, OR DERIVE ANOTHER WORK FROM ANY CONTENT OBTAINED FROM THE PORTAL OR SITE. THE PORTAL, SITE AND THE CONTENT ARE PROTECTED BY U.S. AND/OR FOREIGN COPYRIGHT LAWS, AND BELONG TO Teconica Solutions LLC OR ITS PARTNERS, AFFILIATES, CONTRIBUTORS OR THIRD PARTIES. THE COPYRIGHTS IN THE CONTENT ARE OWNED BY Teconica Solutions LLC OR OTHER COPYRIGHT OWNERS WHO HAVE AUTHORIZED THEIR USE ON THE SITE. RETAILER MAY NOT MANIPULATE OR ALTER IN ANY WAY THE CONTENT. RETAILER IS PROHIBITED FROM USING ANY OF THE MARKS OR LOGOS APPEARING THROUGHOUT THE PORTAL OR SITE WITHOUT PERMISSION FROM THE TRADEMARK OWNER, EXCEPT AS PERMITTED BY APPLICABLE LAW.

Retailer and its employees and agents shall not upload, post, or otherwise distribute or facilitate the distribution of any content via the Portal or the Site that is unlawful, abusive, fraudulent, infringes any proprietary right of any party, constitutes unsolicited advertising or messaging, contains viruses, and/or impersonates any person or entity.

Translation

For your convenience, Teconica Solutions LLC may provide you with a translation of the English language version of these Portal Terms. However, the meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language. If there is any inconsistency between a non-English version and the English version, then the English version shall govern. Any translation provided may not accurately represent the information in the original English version.