TERMS AND CONDITIONS OF USE from software

Date of Last Update: May 31, 2025

Welcome to DentalSoftPlus and/or Ponkis.

These Terms and Conditions ("Terms") govern your access and use of our Software and Support Services.

By accepting these Terms (through payment, login, or by checking an acceptance box), you ("The Client") enter into a legally binding agreement with [Full Legal Name of The Company, e.g., Centauris.tech or the corresponding legal entity] ("The Company").

PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE WITH THEM, DO NOT USE THE SOFTWARE OR SERVICES.

KEY DEFINITIONS:

Software: Refers to the application program(s) known as DENTALSOFTPLUS and/or PONKIS (Management Software for offices/clinics), including the specific modules, functionalities, and versions detailed in the Quote accepted by The Client, together with any associated documentation, updates, or improvements provided by The Company during the term of this Agreement.

License: The non-exclusive, non-transferable, and limited right to use the Software in accordance with the terms of this Agreement and the Quote.

Quote: The document identified with the number [Quote Number] (and whose link is [LINK OF THE QUOTE]) accepted by The Client, which details the specific modules of the Software licensed, type of license, prices, hours of personalized support included (if applicable), and other particular conditions of the purchase. The Quote forms an integral part of this Agreement.

Support Services: Includes standard technical support via WhatsApp and personalized technical support (via Google Meet or other means), as defined and limited in Clause VI.

Medical User: Person designated by The Client (e.g., doctor, health professional) who uses the Software to record medical records and/or directly attend to patients and requires a position in the agenda.

Administrative User: Person designated by The Client (e.g., receptionist, administrator, assistant) who uses the Software for non-clinical tasks and does not directly require to record medical records.

REGULATIONS FOR TEMPORARY MEDICAL USERS

Configuration and Responsibility: For temporary medical users, it is the responsibility of the main user (Master role) to perform the correct configuration of their profiles. This configuration must restrict access exclusively to the specialized clinical records and the individual agenda that correspond to them.

Local Access (IP Restriction): Additionally, the main Master user must configure the permitted IP addresses to ensure that the access of these temporary users is carried out only from authorized locations or the local network.

General Conditions of Use: The general and specific conditions for the use of this type of user (temporary medical users) are at the discretion of The Company (Centauris.tech).

Monthly Access Limit: Temporary medical users will only have the number of monthly accesses authorized in the corresponding quote or, failing that, five (5) accesses per month. It is understood that one (1) access is equivalent to one (1) day of use within the calendar month.

Charges for Excess Use: If the agreed or defined number of monthly accesses is exceeded, the additional access days will be invoiced and must be paid by The Client as an additional medical user, according to current rates.

Application of Terms and Conditions: It is important to note that all terms and conditions of service, previously agreed with The Company (Centauris.tech), are equally applicable to each doctor using the system, even if their access is temporary.

CLAUSE I: PURPOSE AND INTELLECTUAL PROPERTY

1.1. License to Use: The Company grants The Client a License to use the Software specified in the Quote. This License is exclusively for The Client's internal use in its office(s) or clinic(s).

1.2. Intellectual Property: The Client acknowledges that all intellectual property rights on the Software (including copyright, trademarks, patents, and trade secrets) belong and shall continue to belong exclusively to The Company or its licensors. These Terms do not transfer any ownership right over the Software to The Client, only a limited right of use.

1.3. Licensed Modules: The License covers only the modules and functionalities of the Software detailed in the Quote accepted by The Client.

CLAUSE II: TYPE AND SCOPE OF THE LICENSE

2.1. Type of License: The type of license granted (e.g., PERPETUAL, ANNUAL, SEMIANNUAL, MONTHLY, FREE MONTHLY) and its duration are specified in the Quote.

• Perpetual License: Allows the perpetual use of the Software version licensed at the time of purchase, subject to continued compliance with the terms of this Agreement and full payment of the agreed price. It does not necessarily include future updates (see Clause VII).
• Temporary Licenses (Annual, Semiannual, Monthly, Free Monthly): Allow the use of the Software during the specified and paid period. They require renewal and timely payment to continue use.

2.2. Permitted Use: The Client may use the Software on equipment owned or under its control, within its operating headquarters under the same business name, and by the number of Medical and Administrative Users specified or permitted according to the Quote (e.g., Unlimited Administrative Users).

2.3. License Upgrade: The Client may request to change to a higher license modality (e.g., from Annual to Perpetual, if available and there are vacancies). The cost will be the current price of the higher license, applying a 10% discount on the amount paid for the current license (unless otherwise agreed in the Quote). This option is subject to availability and The Company's current policies.

CLAUSE III: TECHNICAL REQUIREMENTS AND CLIENT'S RESPONSIBILITY

3.1. Minimum Requirements: The Client is responsible for ensuring that it meets the minimum technical requirements for the proper functioning of the Software, including:

• Stable broadband internet connection.
• Updated compatible devices (computers, telephones, tablets).
• Intermediate knowledge in the handling of computers and mobile devices.
• Handling of standard communication tools (chat, email, WhatsApp, Google Meet, etc.) to interact with technical support.
• Other requirements specified in the Quote or technical documentation.

3.2. Client's Infrastructure: The Client is solely responsible for the provision, maintenance, and costs of its own technological infrastructure (hardware, base software, internet connection, networks, local security) necessary to access and use the Software. The Company is not responsible for failures derived from The Client's infrastructure.

CLAUSE IV: PRICE, PAYMENT, AND BILLING

4.1. Price: The price of the License and associated services is that established in the Quote accepted by The Client. Prices do not include applicable taxes (e.g., VAT, Sales Tax), which will be added as appropriate to The Client's jurisdiction or the transaction.

4.2. Payment Method: The Client shall make payment using the methods indicated in the Quote or provided by The Company (e.g., international payment gateway, bank transfer). If payment is made by non-automatic means, The Client must send proof to their commercial advisor or the designated channel for reconciliation and activation.

4.3. Activation: The activation of the License and the start of the associated services are conditioned upon confirmation of receipt of full payment or the agreed initial payment.

4.4. Payment Agreements: If a payment plan is agreed, The Client is obliged to comply with all installments on the established dates. Failure to do so may result in the suspension of the service and the loss of the amounts paid, without prejudice to the obligation to pay the outstanding balance of the agreement.

4.5. No Refund Policy: Under no circumstances will total or partial refunds of the price paid be made, once the initial or total payment has been made. The Client accepts this condition by making the payment.

4.6. Renewals (Temporary Licenses): For annual, semi-annual, monthly, or free licenses, renewal is not automatic. The Company will notify The Client before expiration. Timely payment of the renewal is necessary to avoid service interruption. Renewal prices will be governed by the provisions of Clause V.

4.7. Electronic Billing: The requirements and costs associated with the integration or provision of electronic billing services vary significantly by country. If The Client requires this functionality, they should consult specifically with The Company, and the applicable terms and costs will be detailed in the Quote or in a separate annex.

CLAUSE V: RENEWAL PRICES, PROMOTIONS, AND ADJUSTMENTS

5.1. Maintenance of Base Price: For renewals of temporary licenses (Annual, Semiannual, Monthly), the base price of the license will be maintained with respect to the previous year, provided that The Client renews and pays promptly before the expiration date.

5.2. Annual Adjustment (CPI): Notwithstanding the foregoing, The Company reserves the right to apply an annual adjustment to renewal fees, which may be based on a consumer price index of international reference or of the country where The Company is headquartered, notifying The Client with reasonable notice.

5.3. Promotions and Discounts: Special discounts (e.g., Cyber Day, free months) and promotions apply only to the initial purchase period and are not renewable.

5.4. Gifts and Additional Benefits: The additional benefits or "gifts" included in the initial quote (e.g., website, WhatsApp integration, waiting room screen) will be maintained in renewals, except for specific conditions such as:

• The annual renewal cost of the domain (.com) for the website (approximately 50 USD, subject to variation by the registrar), after the first free year.
• The "Unlimited Space in the Cloud" policy, which The Company reserves the right to review and regulate with specific limits for future renewal periods, notifying The Client in advance.

CLAUSE VI: CONFIGURATION, PERSONALIZATION, AND SUPPORT SERVICES

6.1. Client's Configuration Responsibility: The Client acknowledges that the Software is highly configurable and that it is its indispensable responsibility to carry out the initial configuration and the necessary adjustments to adapt the Software to the particularities of its professional practice and the regulations of its country. This includes configuring general parameters, user profiles, document templates (consents, prescriptions, medical records within customizable limits), catalogs (services, inventory), and other areas designated as configurable.

6.2. Support Resources for Configuration: The Company will provide:

6.3. Scope of Configuration/Personalization Allowed by The Client:

6.4. Advanced Personalization / Custom Development (Requires Quote): Any non-standard modification, adaptation, integration, or development of new functionalities that are not included in the standard configuration/personalization options of the Software will require a technical evaluation and a separate economic quote. This includes, for example:

• Creation of completely new medical record structures (Only clients who start with Free registration and purchase automatically).
• Development of complex reports that do not exist.
• Integrations with third-party software not listed as standard.
• Specific adjustments in existing modules that involve changes in the basic logic of the Software.

6.5. Personalized Technical Support Hours (if applicable):

6.6. Standard Technical Support (WhatsApp):

6.7. Communication Channels and Response Times (SLA):

CLAUSE VII: SOFTWARE UPDATES

7.1. Types of Updates:

7.2. Exclusions: Unless explicitly specified in the Quote as a purchase or gift, the standard license does not include: Advanced voice/virtual assistant module, Pro version Accounting/Payroll Suite, Electronic invoicing module specific to a country (except for basic integration if offered), Offline module ("plus"), Type 3 updates, Complex migrations from other systems, Non-standard APIs or integrations.

CLAUSE VIII: TERM AND TERMINATION OF THE AGREEMENT

8.1. Term: The term of this Agreement corresponds to the type of license acquired (Perpetual for Perpetual, or for the period paid for Annual/Semiannual/Monthly), provided that The Client complies with its obligations, especially those of payment.

8.2. Termination by The Client: The Client may stop using the Software and request the termination of the Agreement at any time, notifying The Company via email at info@centauris.tech. You may request a final backup of your information in accordance with Clause 10.4. Termination by The Client does not entitle to any refund.

8.3. Termination by The Company: The Company may terminate this Agreement and the License to use with immediate effect if The Client seriously breaches any of its obligations, including: Failure to pay the corresponding fees; Violation of the restrictions on use or intellectual property; Illegal or fraudulent use of the Software; Repeated breach of other contractual obligations. The Company may also terminate the contract for commercial reasons (e.g., discontinuation of the product), notifying The Client with reasonable notice if applicable.

8.4. Consequences of Termination: Upon termination of the Agreement for any reason: The Client's right to use the Software will cease; The Client must cease all use of the Software; No type of refund will be applicable; The Company will manage The Client's data in accordance with Clause X and the Privacy Policy.

CLAUSE IX: LIMITS OF LIABILITY OF THE COMPANY

9.1. General Exclusion: Except in the event of willful misconduct or gross negligence, and to the maximum extent permitted by applicable law, The Company will not be liable for indirect, incidental, consequential, special, punitive damages, loss of profits, loss of data, loss of business or interruption thereof, suffered by The Client arising from the use or inability to use the Software.

9.2. Quantitative Limit: In any case, and to the maximum extent permitted by applicable law, The Company's total maximum liability under this Agreement, for any direct and proven cause, will not exceed the total amount paid by The Client to The Company for the license during the twelve (12) months immediately prior to the event that gave rise to the claim.

9.3. Specific Exclusions: The Company will not be liable for:

• Claims from third parties against The Client for losses or damages attributable to how The Client uses the Software (e.g., clinical decisions, business management, local regulatory compliance).
• Loss, alteration, or unauthorized access to data if The Client allows third parties to use their credentials or breaches their security obligations.
• Failures derived from The Client's technological infrastructure or their breach of the technical requirements.
• Problems caused by force majeure, fortuitous event, or acts of third parties beyond The Company's reasonable control (including failures of internet providers or third-party cloud services).

9.4. Software "As Is": The Software is licensed "as is" and "as available". The Company does not guarantee that the Software is completely error-free, that it will function uninterruptedly, or that it will meet all of The Client's specific requirements or particular local regulations not explicitly contemplated. The Company undertakes to make reasonable efforts to correct reported errors attributable to it.

CLAUSE X: CONFIDENTIALITY, PRIVACY, AND DATA SECURITY

10.1. Confidentiality of The Company: The Company agrees to treat as confidential all information registered by The Client in the Software, especially the personal data and health records of patients. It will not disclose or use this information for purposes other than the provision of the service, technical support, and improvement of the Software, unless required by law or explicit authorization.

10.2. Data Privacy: The processing of personal data is governed by The Company's Privacy Policy published and updated at www.centauris.tech, which describes how data is collected, used, stored, and protected, and complies with applicable data protection regulations. The Company will implement reasonable technical and organizational security measures to protect the data.

10.3. Client's Responsibility in Security and Compliance: The Client is responsible for:

• Assigning individual users to each person accessing the Software and properly managing permissions.
• Ensuring that its users maintain the confidentiality of their passwords.
• Not using the Software on public computers or unsecured networks.
• Complying with all privacy and data protection laws and regulations applicable in its own jurisdiction with respect to the collection, use, and disclosure of the data of its patients entered in the Software. The Client acts as controller of the data of its patients.

10.4. Data Backup:

10.5. Data Custody Post-Termination/Inactivity: In the event of termination or prolonged inactivity (defined in the Privacy Policy, but generally not less than 1 year), The Company will manage the information according to its Privacy Policy and applicable law, which may include the secure deletion of the data after a grace period (if applicable) or its limited conservation for legal obligations.

CLAUSE XI: CLIENT'S OBLIGATIONS

In addition to those mentioned in other clauses, The Client is obliged to:

11.1. Proper and Legal Use: Use the Software exclusively for the purposes intended and in accordance with the laws applicable in its jurisdiction and this Agreement.

11.2. License Restrictions: Not lease, sublicense, sell, assign, transfer, copy, modify (except as permitted), decompile, reverse engineer, or allow unauthorized third parties to access or copy the Software or its documentation.

11.3. Cooperation: Cooperate with The Company by providing the necessary information and complying with the appointments scheduled for training, implementation, or support.

11.4. Timely Payment: Comply with all payment obligations on the agreed dates.

11.5. Respectful Communication: Maintain respectful and professional communication with The Company's personnel through the designated channels.

11.6. No Claim for Free Functionality: Not demand developments, updates (Type 3), or improvements for free if they are not included in their license or quote. Not request changes to the basic structure, general design (colors, Company logos, arrangement of elements) of the Software.

11.7. Acceptance of Advertising (if applicable): If The Client uses a free license or tools offered as a "gift" (Apps, pre-designed website), they accept the possible inclusion of discreet advertising by The Company, ensuring that it will not affect the security or main functionality.

CLAUSE XII: INTELLECTUAL PROPERTY AND TRADEMARKS

12.1. Company Ownership: It is reiterated that The Company is the exclusive owner of all intellectual property rights on the Software, its content, design, functionalities, and the associated Trademarks (names, logos).

12.2. Use of Trademarks: The Client is not authorized to use The Company's Trademarks without explicit written permission.

12.3. Client Feedback: If The Client provides suggestions, ideas, or Feedback (including those derived from configurations or customizations they make), they grant The Company a perpetual, irrevocable, worldwide, royalty-free, and sublicensable license to use, incorporate, modify, and exploit said feedback for any purpose (including Software improvement), without obligation of compensation or attribution towards The Client.

CLAUSE XIII: LEGALIZATION, ACCEPTANCE, AND MODIFICATIONS

13.1. Acceptance: This Agreement is understood to be accepted by The Client through one of the following actions (whichever occurs first):

• Making the first payment corresponding to the Quote.
• First login to the Software after receiving credentials.
• Marking a checkbox of acceptance of terms during the purchase or online registration process.
• Digital or physical signature of this Agreement or the Quote that explicitly references it.

13.2. Client's Declaration: The Client declares to have had the opportunity to review the functionality of the Software (e.g., through a demonstration or trial), to have reviewed the Quote, to have clarified their doubts with The Company's personnel, and to agree with the products/services detailed before the purchase/contracting. Accepts that you will not be able to claim functionalities or adjustments not expressed in the Quote or this Agreement.

13.3. Modifications to the Agreement: The Company reserves the right to modify these terms and conditions when it deems necessary (e.g., to reflect changes in the law, the service, or business policies). It will notify The Client of substantial changes through the Software, registered email, or by publishing them on its website with reasonable notice before their entry into force. Continued use of the Software after the effective date of the changes will constitute acceptance of the modified terms. If The Client does not agree with the changes, their only recourse is to stop using the Software and terminate the Agreement in accordance with Clause 8.2.

CLAUSE XIV: APPLICABLE LAW AND DISPUTE RESOLUTION

14.1. Applicable Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, USA or the main jurisdiction of operations of The Company, without giving effect to its principles of conflict of laws.

14.2. Dispute Resolution: Any dispute, controversy, or claim arising from or related to this Agreement shall be resolved preferably through direct and good faith negotiation between the parties for a period of thirty (90) calendar days. If an agreement is not reached, the dispute shall be submitted to the exclusive jurisdiction of the competent courts.

CLAUSE XV: MISCELLANEOUS PROVISIONS

15.1. Entire Agreement: This Agreement, together with the accepted Quote, the Privacy Policy, and the Cookies Policy published and updated at www.centauris.tech constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior oral or written communication or agreement.

15.2. Severability: If any clause of this Agreement is declared null, void, or inapplicable by a competent authority, said clause shall be deemed modified to the minimum extent necessary to make it valid and applicable, and the other clauses shall remain in effect.

15.3. No Waiver: The omission by one of the parties to demand strict compliance with any of the clauses or exercise any right shall not be interpreted as a waiver of said right or clause for the future.

15.4. Notifications: All formal notifications between the parties must be made in writing and sent to the electronic addresses indicated in the cover of this Agreement or to the updated addresses that the parties notify each other. Operational or support communications may be made through the designated channels email support@centauris.tech and +573227294394 via WhatsApp and legal and administrative communications only through info@centauris.tech

15.5. Language: This agreement is written in Spanish, which will be the binding version. Any translation is provided for convenience only.