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TERMS AND CONDITIONS

GLOBAL WAYRA CALL APRIL 2016

WAYRA is the global start-up accelerator for digital business belonging to the Telefónica Group that helps the best entrepreneurs to grow and create successful companies. The purpose of these terms and conditions is to inform and establish the proceedings to be followed by start-ups or founders interested in being part of the WAYRA accelerating program within WAYRA available spaces around the world. Throughout the year, additional similar positions will be offered for the different WAYRA spaces. WAYRA’s global focus is demonstrated by a network of 12 WAYRA Spaces in 11 countries around the world. Right now, WAYRA has presence in 4 cities in Europe (Madrid, Barcelona, London and Munich) and 7 in Latin-American (México D.F., Bogotá, Caracas, Sao Paulo, Santiago de Chile, Buenos Aires and Lima). The WAYRA academies opening vacancies in this call are (hereinafter, “WAYRA Spaces”):

- Barcelona (2 spaces) - Bogotá (7 spaces) - Caracas (3 spaces) - Lima (3 spaces) - Madrid (2 spaces) - Munich (9 spaces) - Santiago de Chile (3 spaces)

WAYRA reserves itself the right to cover these places depending on the projects presented. If you are interested in applying to any of these WAYRA Spaces, please read the following information. It will help and guide you through the process.

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The WAYRA Acceleration and Investment program offers everything you need to take your Company to the top. In this call we offer financing up to 50.000$, working space in the Wayra academy in which you are selected, access to our global partner network, mentorship, experts and the opportunity to work with Telefonica’s Business Units worldwide. ANY LIMITATION TO APPLY TO THE CALL? Before applying to this Call, you need to comply with:

1. Legal age: all founders shall be of legal age according to the regulations of the country you are considering applying to. If you have several members in your team, at least, the person who leads the project must be of legal age and the rest must have the permission of their legal guardians.

2. Residence permissions: founders, and at least a majority of the team members, shall be fully dedicated to the start-up/project in the WAYRA space. If you are applying to a country which is not your country of residence, you will have to arrange all permissions, residence or working visas for that purpose according to the regulations of the country you are applying to. WAYRA will not be responsible for arranging this for you.

3. We are looking for early stage start-ups: your project must not have had a commercial launch for more than 24 months before submitting your application.

4. Your start-up has to be incorporated (before applying to WAYRA or afterwards, once it has been selected, but anyhow before signing the WAYRA Agreement as defined further) in any of the countries where WAYRA is present (Spain, UK, Germany, Argentina, Brazil, Chile, Colombia, Mexico, Peru and Venezuela), or exceptionally, in the USA.

START-UP SELECTION PROCESS

FIRST PHASE: Receipt of applications

Deadline: applications can be submitted from 00:00 (GMT+1) April 11th 2016 until 23:59 (GMT +1) May 9th 2016.

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Form: you must submit your application through the online application form available at https://wayra.openfuture.org/. The platform will only allow you to send your application form once you have duly filled out all required fields. If you fail to send it, your project will not be considered for the selection process. Each applicant shall register and describe its project following the instructions provided in the online application form. All mandatory fields in the form application have to be filled in, in order to be evaluated by WAYRA. If you have any questions about the application process, we will provide you information to contact us in order to solve them.

Each project may only be submitted to cover one and no more of the vacancies opened in this call aforementioned, not being possible to apply simultaneously to more than one Wayra Space. Likewise, each participant may only be part of a single application form per Call.

Some useful WAYRA tips:

- If you have a Beta or Alpha of your product, show it to us! Demos may help also to understand better your product.

- Think about if your project is at the right stage of its development to apply to WAYRA. If you are not sure, probably it´s not the right time. Don’t worry; work on the project, there will be more opportunities in the future.

- Take your time in filling in the application form. You will be able to save it and update, modify and complete the information in it at any time. Once you are comfortable enough with the content, submit it always before the deadline and we will evaluate it.

- Be creative. We love creative and different people. - Think carefully about which WAYRA space you are applying to. Your

expansion strategy, as well as other factors, could lead you to the right space to apply to.

SECOND PHASE: Evaluation

After the closing of the Call, WAYRA will evaluate and select, unilaterally, the projects that it deems most interesting according to the following non-exhaustive criteria:

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• Maturity of the project • Business opportunity and growth potential • Business model consistency and go-to-market strategy • Technological, innovative and disruptive nature • Synergies with Telefonica and the WAYRA Ecosystem • Scalability and high growth potential • Team skills and balance

THIRD PHASE: Shortlisting

As a result of the evaluations, a shortlist of some projects will be obtained. The shortlisted projects will be called for a face-to-face meeting with the founder team, to evaluate your business and your team potential. WAYRA will also ask the shortlisted teams for additional information on their project. The teams, to keep in the process, will have to send it in the applicable period. With all this information, WAYRA will contact the shortlisted projects to announce which of them have been selected to the final selection phase (Final projects).

FOURTH PHASE: WAYRA selection committee

The Final projects will be invited to pitch their project to the Final Selection Panel (“WAYRA Final Selection Panel”), composed by relevant members from the entrepreneurial and investor ecosystem (business angels, venture capital practitioners, successful entrepreneurs, and Telefónica’s employees). The WAYRA Final Selection Panel will select the winning projects which will enter the WAYRA space.

FIFTH PHASE: signature of the WAYRA Agreement and entry into WAYRA Space

If the WAYRA Final Selection Panel selects your project, huge congratulations! This means that you are one of the teams with the biggest potential.

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However, there are some formalities we need to complete before you enter the WAYRA space. Before entering the WAYRA space, you will be required to sign the WAYRA Agreement (“WAYRA Agreement”). This Agreement governs the terms and conditions applicable to the acceleration services and the financing that you will receive from WAYRA. Once notified that you have been selected, you will receive a copy of the WAYRA Agreement. In case this Agreement is not signed, you won’t be able to enter the WAYRA space. But, “What are the terms of the WAYRA Agreement?” Attached as Annex 1, there is a summary of the main terms of the WAYRA Agreement. If you are one of the projects selected by the WAYRA Final Selection Panel, we recommend you to obtain independent legal advice about the terms of the WAYRA Agreement. Once the WAYRA Agreement is signed, you will enter the WAYRA space. Good luck! Hard work and real commitment will start when you enter WAYRA.

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LEGAL ASPECTS, REPRESENTATIONS AND

DISPUTE RESOLUTION

Yes, this is the formal part, but it’s important!! As we will be exchanging information about your project, it is important that you carefully read this part so we are all clear about the use of information and responsibilities surrounding it.

Acceptance of the Terms and Conditions.

Your par t icipat ion in the Cal l by way of registrat ion in https://wayra.openfuture.org w i l l be considered as acceptance of these terms and condit ions.

WAYRA reserves the r ight to cancel, amend or suspend any aspect or cr i ter ia of the appl icat ion or the select ion process or to leave vacant the WAYRA spaces as i t deems appropr iate.

Appl icants w i l l be deemed to understand and accept that they communicate their projects at their own expense and r isk . Each Appl icant under tak es to hold WAYRA harmless against any cla ims by th ird par t ies in re lat ion to the ideas or innovat ive i tems contained in i ts appl icat ion.

Intellectual Property

Each appl icant guarantees that the content of i ts submission is of i ts or iginal creat ion and does not infr inge any r ights including th ird-par ty inte l lectual proper ty r ights and that the content is not unlawful , nor has i t been created in breach of any contractual obl igat ion i t may hold vis-à-vis a th ird par ty. WAYRA reserves the r ight to automatical ly disqual i fy any appl icant which seek s to bypass, or inter fere w ith

the select ion process or which engages in any untoward pract ices and/or which avai ls i tse l f of any pract ices that may be considered as contrary to the spir i t of WAYRA or to the business pr inciples of the group of companies of which WAYRA forms par t (http://www.telefonica.com/es/about_te lefonica/html/pr incipactua/pr incipactua.shtml)

The appl icant hereby author ises and conf irms that is has obtained al l necessary consents so that WAYRA may indef in i te ly use i ts name and image in adver t is ing mater ia l in connect ion w ith th is Cal l and/or w ith the act ivi ty of WAYRA, by any means permitted in law, at no charge. In submitt ing i ts appl icat ion, the appl icant does not grant WAYRA any r ights other than those set out in these terms and condit ions, unless i t expressly agrees to th is. Through th is document the appl icant ack nowledges that i t is sending i ts appl icat ion voluntar i ly.

The information provided by the appl icant must be cor rect, t ruthful and complete, and the appl icant must tak e fu l l responsibi l i ty for any inaccuracies. If not, WAYRA w i l l be ent i t led, w ithout prejudice to any other legal means at i ts disposal , to w ithdraw, refuse or suspend the r ights granted to the appl icant through these Terms and Condit ions.

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The appl icant accepts that WAYRA tak es the f inal decis ions concerning the Cal l and select ion of appl icat ion. The appl icant ack nowledges that even i f WAYRA accepts i ts appl icat ion, i t is not obl iged to progress the appl icat ion e ither par t ia l ly or tota l ly. Any appl icant that has not received not i f icat ion by WAYRA w ith in 90 days of post ing i ts appl icat ion on the WAYRA web s i te w i l l be considered as not pre-qual i f ied.

Rights in relation to the application.

Without prejudice to subsequent agreements, by merely tak ing par t in the Cal l the appl icant w i l l not lose or otherw ise assign ownership in re lat ion to any r ights that may ar ise from its appl icat ion. WAYRA may assign and transfer any of i ts r ights and obl igat ions under these terms and condit ions to any aff i l iated company.

Responsibility.

Appl icants w i l l be responsible for a l l direct or indirect or cont ingent damage that is caused or may be caused by infr ingement of these terms and condit ions.

Appl icants w i l l l ik ew ise be responsible in the same terms for infr ingement of the r ights of th ird par t ies through their par t icipat ion by means of supply of work or contents to the Cal l , and w i l l indemnify the th ird par t ies concerned and WAYRA for any damage caused by any cla ims inst igated, judicia l or extra-judicia l proceedings, including in a l l cases the fees of lawyers, defence teams and other professionals, due to non-compliance w ith the obl igat ions descr ibed above.

Should appl icants fa i l to meet the commitment under tak en by acceptance

of these terms and condit ions, they w i l l be l iable for any damage caused to WAYRA or i ts re lated par t ies. Liabi l i ty w i l l include immediate, cont ingent and future damages. The commitment under tak en herein w i l l tak e effect f rom acceptance of these terms and condit ions and remain in force and effect unt i l f ive years after term inat ion of the Cal l .

Not an Offer of Employment.

Under no circumstances w i l l the submission of an appl icat ion form, the use of i t by WAYRA or any st ipulat ions in these terms and condit ions be interpreted as an offer or a contract of employment by WAYRA.

Confidentiality and Processing of personal data.

The content of any ideas and projects submitted to th is Cal l , and al l data and information of any k ind furnished by the appl icant w i l l be treated as conf ident ia l by WAYRA.

WAYRA under tak es not to use i t for purposes other than those ar is ing from this document.

The appl icant grants i ts consent to the data obtained through i ts par t icipat ion in the Cal l (including any personal data) be processed and used general ly by WAYRA for registrat ion, par t icipat ion, analys is and evaluat ion of appl icat ions. Reasonable conf ident ia l i ty and computer secur i ty measures w i l l be appl ied in order to prevent a l terat ions, loss, unauthor ised processing or accessing of the data.

The appl icant a lso author izes WAYRA, in order to car ry out the analys is and evaluat ion of the project, to not i fy to i ts network of reviewer , the ideas,

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documents and information submitted by the appl icant to the Cal l . To access the projects that are submitted and proper ly evaluate them, a l l members of the network of reviewers have to previously accept the terms and condit ions for their par t icipat ion in the process, which, inter a l ia , contain clauses regarding conf ident ia l i ty obl igat ions and regarding the appl icant inte l lectual proper ty. Without l im it ing the foregoing, WAYRA w i l l not be l iable for the acts or omissions of the members of the network of reviewers.

Miscellanea

To par t icipate in the select ion process to access WAYRA, and once registered as a user , the appl icant shal l necessar i ly submit the information and / or documentat ion re lated using exclusively the appl icat ion form avai lable at https://wayra.openfuture.org, w ith the sole purpose that WAYRA can evaluate the project (w ithout acquir ing WAYRA any r ight thereon, nor l iabi l i ty to the appl icant or th ird par t ies, and remaining WAYRA harmless from any cla im) and decide on their access WAYRA.

Al l cor respondence and not i f icat ions concerning the process are del ivered by emai l to the contact person indicated on the appl icat ion form.

WAYRA does not guarantee the avai labi l i ty and cont inuity of operat ion of the platform Open Future_ or of the services hosted on i t and/or on any subdomain of wayra.co, wayra.org and/or openfuture.org, s ince th is undergoes in a cont inuous updat ing process, and consequent ly i t does not guarantee that the platform w i l l operate in a permanent and f law less manner , nor w i l l i t tak e any responsibi l i ty for any damage or loss

incur red by the appl icant due to the non-use or the impossibi l i ty of use of the information or services provided through the platform and/or in any subdomain of wayra.co, wayra.org or openfuture.org. WAYRA shal l not be l iable for any damage or loss that may be incur red by inter ference, omissions, inter rupt ions, computer vi ruses or disconnect ions of the por ta l and the services for any cause, including causes beyond WAYRA's control .

The appl icant w i l l under tak e a l l responsibi l i ty for the interpretat ion and use of the information on the platform or any service hosted on i t and /or on any subdomain of wayra.co, wayra.org and openfuture.org. WAYRA accepts no responsibi l i ty for the re l iabi l i ty or ut i l i ty of the services provided by th ird par t ies through the platform and/or the above mentioned subdomains.

Trademarks.

WAYRA and the appl icant reta in a l l r ights, ownership and interests in their respect ive registered trademark s.

The submission of an appl icat ion w i l l not, unless author ized otherw ise, imply any r ights in favor of the appl icant to use any inte l lectual proper ty r ights of WAYRA, including the promotion of the project in any forum using the name WAYRA and/or Telefónica Open Future associated w ith i t .

Neither WAYRA nor the appl icant w i l l use the registered trademark s or any other registered trademark or brand name of the other par ty or any words, symbols, or s im i lar designs that may be confused for them, e ither as par t of their corporate name, or as par t of the name of any product of i ts counterpar ty.

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Trademark s, not i f icat ions, brand names, commercia l adver t is ing, draw ings, designs, logos, texts etc. appear ing on the platform and/or the WAYRA web por ta l or used in the services hosted on any subdomain of the platform and/or wayra.co are the exclusive proper ty of WAYRA and/or the Telefónica Group or of th ird par t ies which have issued to WAYRA and/or the Telefónica Group pr ior express author isat ion to use i t . Any use or operat ion by any means of any contents on the platform and/or WAYRA web por ta l or the services hosted on any subdomain of the platform and/or wayra.co, wayra.org and/or openfuture.org is prohibited w ithout pr ior consent in wr i t ing by WAYRA. The design and contents of the por ta l and the services are protected pursuant to the st ipulat ions of nat ional and internat ional regulat ions concerning protect ion of industr ia l proper ty and copyr ight, and WAYRA prohibits any: amendment, copying, distr ibut ion, t ransmission, deployment, publ icat ion, edit ing, sale or exploitat ion in any way of the design and contents of the platform, WAYRA web por ta l or the services hosted on the subdomains of the platform and/or wayra.co, wayra.org and/or openfuture.org.

Limitations on Use.

The appl icant is aware and accepts that i t may not use the WAYRA and/or Open Future_ web s i te and platform to:

• Upload or send any contents that may be in breach of the law or publ ic morals or any other contents that are damaging, abusive, disrespectfu l , defamatory, vulgar , obscene, invasive, racist , xenophobic or otherw ise object ionable.

• Cause harm to individuals or groups in any way.

• Carry out any unlawful or f raudulent act.

• Upload or send any contents w ithout the r ights required to do so. Nor may any commercia l or adver t is ing contents be sent, uploaded or otherw ise transmitted.

• Upload or send any contents in breach of any inte l lectual proper ty r ights, however whatsoever and wherever ar is ing.

• Upload or send any mater ia l contain ing viruses as f i les designed to inter rupt, destroy or l im it the funct ioning of software, hardware or te lecommunicat ions equipment.

• Inter fere w ith or violate any pol icies of the platform or any connected network or th ird par ty service provider .

• Intent ional ly or accidental ly violate any laws appl icable at local , state, nat ional or internat ional level .

• Collect or store personal information concerning other par t icipants.

WAYRA w i l l be ent i t led to remove any contents that infr inge these terms and condit ions. The appl icant w i l l assume ful l responsibi l i ty for the use of any own or th ird par ty content, e i ther par t ia l ly or tota l ly. Without prejudice to the above, WAYRA w i l l be ent i t led (though not obl iged) to re ject any contents and el im inate same from any of i ts processes and platforms.

Jurisdiction and Applicable Law.

These terms and condit ions and any non-contractual r ights ar is ing out of or in connect ion w ith them shal l be governed by and construed in accordance w ith the laws of the country for which the appl icat ion was made.

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Any controversy re lated to the interpretat ion or execut ion of these terms and condit ions shal l be solved direct ly by the Par t ies, for which purpose they under tak e to car ry out, in good fa i th basis, their best ef for ts for an amicable sett lement w ith in a maximum of 15 days from the date on which e ither par ty gives wr i t ten not ice to the other in respect of any cla im. The lack of response from such other par te w i l l not suspend the t ime l im it set for th below.

Any dispute, controversy or cla im ar is ing out of these terms and condit ions or i ts interpretat ion that has not been resolved in accordance w ith the provis ions of the preceding paragraph, and as regards of the breach, term inat ion or inval idi ty of these terms and condit ions, shal l be submitted to the jur isdict ion of the Cour ts of the City where is based the WAYRA Academy to which the appl icat ion was submitted.

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ANNEX 1 WAYRA AGREEMENT

HowdoesWAYRAAgreementworks?

WAYRA provide to its start-ups with a combination of grant of financing up to 50.000$ in the form of a convertible note (“Convertible Note”) and acceleration services, for a maximum period of 12 months, valued in a maximum of 70.000$, subject to the fulfillment of certain milestones agreed with WAYRA (in the form of physical co-working space for the founder team, connectivity services, access to its network and know-how, consultancy services, entrepreneurship training, etc.). The above amounts will be adjusted to local currency, according to the current exchange rate.

In return, WAYRA will receive a participation in the start-up equity, up to a 10%.

Howisexecutedthefinancing?

Once selected by WAYRA, the start-up and WAYRA will sign the WAYRA Agreement, which will set out the terms and conditions applicable to the grant of a convertible note and the provision of acceleration services.

WAYRA will be able to convert the credit, obtained from the Convertible Note and the acceleration services, in a maximum period of 2 years (the “Conversion Period”), into equity of the start-up. WAYRA’s participation may in no case exceed 10% of the capital of the start-up.

We have used this method for a simple reason: the stake that WAYRA will receive upon conversion of the credit will depend on your performance and on the traction that you achieve. In WAYRA, we want to encourage you to scale and grow your business: if you are able to attract external investment and thus increase the valuation of your startup, WAYRA will reward the start-up lowing its stake to a 7% of the equity.

The calculation of the stake will be based on the start-up valuation by a third investor in case of external investment into equity, applying to this valuation a discount of 20% for WAYRA.

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WAYRA’s Convertible Note will be paid in several payments, subject to the positive development of the start-up in WAYRA.

Whathappens if thestart-updoesnotreceiveanyexternal investmentduringtheConversionPeriod?

If during the Conversion Period the start-up does not receive any external investment that allows an early conversion into equity of WAYRA’s credit. WAYRA will be able to convert into equity its credit, obtaining a stake of 10%.

In WAYRA, we trust in the start-ups since we select them and from this moment, we want to be part of your company.

WhatdoesWAYRAoffer,besidesthefinancialsupport?

Even if financial support is crucial for the start-ups in early stage, the most valuable asset that WAYRA provides you with are the acceleration services, the networking, the know-how and the opportunity to meet representatives of the entrepreneurial ecosystem. As an example:

• Acceleration services: Besides a direct monitoring and guidance by WAYRA management team, we provide physical co-working space for the team in the respective WAYRA Academy, access to WAYRA and Telefónica network and know-how, consultancy services, entrepreneurship training, etc.

• Networking: Talks, events and access to the WAYRA network of potential investors and acquirers, entrepreneurs and practitioners from the seed capital industry and third parties relevant for the success of the projects, including specialized services and landing places for business internationalization and the most prestigious technological events

In addition to the above, WAYRA is continuously closing partnerships with companies that are clear references, in their own business sector, for leadership and innovation. So that, WAYRA start-ups’ may have access, through an online platform, to preferential discounts offered by partners of WAYRA that might be useful for the development and management of their project. Notwithstanding the above, WAYRA will not be responsible for the services offered by those partners through the online platform.

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And last but not least, any of the WAYRA start-ups, that successfully complete the acceleration process, may have access to WAYRA academy’s network, which you may use to rapidly expand your business to other countries.

Disclaimer This Annex is a general summary of the main terms and conditions of the

WAYRA Agreement. Some terms might vary depending on the legislation of each country in which WAYRA operates, but they will always remain faithful to the

principles and spirit here reflected.