AUS WHOLESALE RESELLER AGREEMENT

This AUS Wholesale Reseller Agreement (this “Agreement”) is effective by and between AUS Information Systems, LLC, a Georgia limited liability company, having its principal place of business at 2150 Northmont Parkway, Duluth, Georgia 30096 (“AUS”). This AUS Wholesale Reseller Agreement is presented to you, the Customer, as part of the purchase and transaction process. By clicking the "I Agree" or equivalent button on simpliot.com, you acknowledge and agree to be bound by the terms and conditions contained herein. This digital action constitutes your acceptance of this Agreement as effectively as a handwritten signature and is effective as of the date the “I Agree” or equivalent button is clicked on simpliot.com. This approval does not supersede, nullify, or otherwise alter any previously signed terms that have been agreed upon between Resller and AUS. All prior agreements shall remain in full force and effect, except as modified by any subsequent written agreement.

RECITALS

WHEREAS, Reseller desires to purchase from AUS, and AUS agrees to sell to the Reseller, data service plans and products for resale to End Users directly or through a distribution channel relating to the provision of mobile communications services for machine-to-machine (M2M) and Internet of Things (IoT) applications or other purposes as may be specifically approved by AUS over Carrier’s data network within the Territory, as defined below, under the terms and conditions contained herein and the Exhibits attached hereto.

NOW, THEREFORE, in consideration of the mutual agreements and understandings herein contained, the Parties hereto agree as follows:

A. Definitions

The terms set out below, when used herein, shall have the following meanings:

“Acceptable Use Policy” means the agreement governing End User’s access to and use of the Services as set out in Exhibit A (Acceptable Use Policy), attached hereto.
“Activation” occurs at such time as AUS commences providing Service to a SIM purchased by Reseller.
“Affiliate” means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with, such entity or one or more of the other Affiliates of that entity (or a combination thereof). For the purposes of this definition, an entity that: (i) owns, beneficially or of record, more than fifty percent (50%) of the voting securities of another entity; or (ii) has the ability to elect a majority of the directors of another entity, shall be deemed to be an affiliate.
“Carrier” means T-Mobile USA, Inc., the underlying wireless carrier of the Service, and its subsidiaries and Affiliates and any other mobile network operator..
“Confidential Information” means all information of or relating to the disclosing Party (whether of a business, technical or other nature) which the receiving Party knows or reasonably should know to be confidential or proprietary. Without limiting the generality of the foregoing, “Confidential Information” includes all information not generally known to the public that relates to the business, technology, finances, budgets, projections, proposals, practices of AUS or Reseller, including without limitation the terms of this Agreement, the identities of and all information regarding End Users, and all information relating to AUS’s or Reseller's business plans and proposals, and research and development.
“End User” means an individual or entity obtaining access to and/or utilizing the Services from Reseller.
“Service” means providing and activating SIMs to enable connectivity with Carrier’s data network for the purpose of providing mobile communication services for M2M and IoT applications or other purposes as may be specifically approved by AUS within the Territory. Services under this Agreement shall not include commercial wireless voice services offered by Carrier.
“Service Plans” means the rates and terms under which AUS makes its Service available to Reseller.
“SIM” means subscriber identity module.
“Territory” means the United States of America (including the U.S. Virgin Islands and Puerto Rico) and any other region, area, or territory that AUS may indicate from time to time.

B. License to Resell

AUS agrees to provide Reseller with non-exclusive, non-transferable, non-sublicensable, and revocable authority to obtain Service plans and SIMs from AUS and to market and sell Service plans and SIMs to entities directly or through a distribution channel within the territory. All distribution channels used shall comply with the terms and conditions outlined in this Agreement.

C. Term of Agreement

Subject to the provisions of Section M hereof, this Agreement shall commence on the date Reseller executes this Agreement and continue for a period of three (3) years (“Initial Term”). This Agreement will automatically renew thereafter for successive one (1) year terms unless either Party provides notice of termination not less than 90 days prior to the expiration of the Initial Term or a subsequent Term.

D. AUS Rights and Obligations

SIMs and E-Commerce: AUS will provide SIMs and Service Plans through its e-commerce platform at simpliot.com for Resellers to enable End Users to access the Carrier’s network. The rates for Service Plans and SIMs purchased by the Reseller will be as selected and confirmed during the checkout process on the AUS e-commerce site, simpliot.com. These rates will supersede any previously listed rates on other documents, including Exhibit B (Service Plans), if applicable. The reseller will request the Activation of SIMs and Service Plans via purchase order (each, “Purchase Order”), API calls, or SIM Lifecycle management platform in the format and containing the information specified by AUS. AUS must accept each Purchase Order for such Purchase Order to be effective. AUS will have no obligation to perform Services for any Purchase Order not accepted by AUS.
Shipping Terms: Subject to availability, AUS will ship physical SIMs on or about the date stated in the Reseller’s Purchase Order. All SIMs sold to the Reseller will be shipped via FedEx ground by AUS to the Reseller’s location in the United States for the initial receipt of goods.
Suspension Rights: AUS reserves the right to suspend access to the Carrier network by any individual SIM if AUS reasonably suspects: (a) any violation of this Agreement or the Acceptable Use Policy, (b) fraud or illegal activity, or (c) that the usage associated with such SIM exceeds the quotas, service thresholds, or usage limitations set out in the applicable Service Plan. Reseller agrees to make good faith efforts to minimize abuse or fraudulent use, to promptly report to AUS any abuse or fraudulent use of which the Reseller becomes aware, and to cooperate in any investigation or prosecution initiated by AUS.

E. Prices and Terms of Payment

General: Reseller shall have access to Service Plans and rates exclusively through the AUS e-commerce platform, which may or may not align with those detailed in any existing Exhibit B (Service Plans). In the absence of an existing Exhibit B, the rates and Service Plans available on the AUS e-commerce site at the time of purchase will apply. Where an Exhibit B does exist, any Service Plans and rates selected and purchased through the AUS e-commerce site by the Reseller will take precedence and supersede those outlined in the existing Exhibit B. The billing records generated by AUS, based on the Carrier's billing system, will serve as the definitive records for services rendered and their respective pricing, overriding any records kept by Reseller, End User, or any third parties. The Reseller is obligated to remit payment to AUS for all charges as outlined in this Agreement and as per the rates chosen through the e-commerce platform. AUS retains the authority to revise or amend rates and Service Plans at any time during the term of this Agreement.
Credit Card Processing and Storage

No Storage of Credit Card Information
AUS does not store credit card numbers, expiration dates, CVV codes, or any other payment card details on its servers. All credit card transactions are processed through a secure, third-party payment processor, which complies with Payment Card Industry Data Security Standards (PCI-DSS).

Third-Party Payment Processors
By submitting your credit card information, you acknowledge and agree that your payment details will be transmitted directly to our payment processor(s) for the purpose of authorizing and completing your transaction. AUS assumes no responsibility for the privacy practices, data security, or any other policies of such third-party service providers.

Security Measures
While AUS endeavors to use commercially reasonable efforts to safeguard your payment information during transmission, AUS is not responsible for any interception or misuse of your payment information while it is being transmitted over the internet.

User Responsibility
You are solely responsible for ensuring the security of your credit card information and any other sensitive information provided during the checkout process. AUS strongly advises users to use secure payment methods and to monitor their financial accounts regularly for any unauthorized activity.
Invoices: AUS shall make a reasonable effort to submit monthly invoices to Reseller for Services furnished. Such invoice will include reasonable detail regarding the amounts charged. Invoices will not necessarily reflect the prior month’s charges. Reseller shall pay all such invoices within thirty (30) days of the date the invoice was mailed, or, if bills are electronically posted, within thirty (30) days of such electronic posting. If payment is not made within this time period, AUS reserves the right to charge a late fee equal to the lesser of 1.5% or the maximum rate permitted by applicable law multiplied by the overdue amount for each day that a balance remains unpaid.
Disputed Charges: Reseller shall provide AUS with written notice of any disputed charges within thirty (30) days after Reseller’s receipt of the invoice containing the charges in question and shall include a notice setting forth in reasonable detail the nature and reason for such dispute. Notwithstanding the dispute over some charges on an invoice, Reseller shall pay all undisputed charges when they are due.
Taxes: Reseller shall pay all applicable federal, state, and local sales, use, public utilities, gross receipts, or other taxes, fees, or recoveries imposed on AUS as a result of this Agreement (collectively, “Taxes”) (other than taxes imposed on the net income of AUS) except as such taxes have already been billed to and collected from Reseller. AUS and Reseller agree and acknowledge that, under this Agreement, Reseller is purchasing the service for resale to End Users. Reseller will provide any resale certifications or other exemption certificates applicable to the purchase of such Service and Reseller will provide AUS with appropriate documentation evidencing the claimed exemption. If Reseller does not provide or maintain a valid certificate, as reasonably determined by AUS, AUS will invoice Reseller for any applicable taxes. If Reseller provides a certificate that is not applicable or valid in a particular jurisdiction, upon discovering such failure or defect, AUS will notify Reseller within a commercially reasonable time of discovery of such invalid or inapplicable certificate. If Reseller does not provide or maintain a valid tax exemption certificate or such certificate is not applicable in a particular jurisdiction, AUS will invoice Reseller for, and Reseller will remit to AUS, all taxes applicable in that jurisdiction with respect to the transaction or payments contemplated therein. Reseller will provide any governmental forms or documentation that AUS may require to satisfy AUS's federal, state, or local government reporting requirements.

F. Reseller’s Obligations; Limitations

Compliance with Acceptable Use Policy: Reseller represents and warrants that each End User has accepted the Acceptable Use Policy. Reseller will be liable to AUS for any costs, damages, and liabilities incurred by AUS resulting from any End User’s failure to accept or comply with the Acceptable Use Policy.
Prohibited Use: Without limiting the Acceptable Use Policy and unless otherwise agreed to in writing by AUS, Reseller will not, and will ensure End Users do not, (a) use the Services for remote medical monitoring or location-based tracking of individuals; except in the case of prisoner and parolee monitoring; (b) use the Services in health care and assisted living environments; or (c) resell the Services to government entities.

G. Trade Names and Trademarks

AUS Marks: Reseller shall not use, acquire, or claim any right, title, or interest in or to the trademarks, service marks, or trade names (collectively, “Marks”) owned by or licensed to AUS.
Survival: Any term which by its nature extends beyond expiration or termination of this Agreement shall survive any such expiration or termination and remain in effect until fulfilled and shall apply to each Party’s respective successors and assigns.

H. Confidential Information

Definition: All Confidential Information will be considered trade secrets of the disclosing Party and shall be entitled to all protections given by law to trade secrets. Except for End User Information, which under all circumstances shall be treated as Confidential Information, Confidential Information shall not include information which: (a) was in or entered the public domain through no fault of the receiving Party; (b) the receiving Party can show, by written evidence, was rightfully in the receiving Party’s possession prior to receipt thereof from the disclosing Party; or (c) is disclosed to the receiving Party by a third party legally entitled to make such disclosure without breach of any obligation of confidentiality.
Non-Disclosure of Confidential Information: During the term of this Agreement and at all times thereafter, the receiving Party shall not directly or indirectly (a) use any Confidential Information for any purpose other than that which it is used or disclosed under the terms of this Agreement, (b) disclose to any person or entity any Confidential Information or in any other way publicly or privately disseminate any Confidential Information, or (c) assist, authorize or encourage anyone else to use, disclose, or disseminate any Confidential Information.
The receiving Party further agrees they shall: (a) hold all such Confidential Information in confidence using at least the same degree of care that the receiving Party uses to protect its own confidential and proprietary information (but in no event less than reasonable care); (b) use the Confidential Information only for the purpose of performing obligations under this Agreement; (c) reproduce any Confidential Information only to the extent necessary to perform such obligations; (d) restrict disclosure of and access to such Confidential Information only to those personnel who are directly concerned with, and who agree to maintain the confidentiality of, the Confidential Information; and (e) take all precautions necessary and appropriate to guard the confidentiality of the Confidential Information, including informing employees who handle such information that it is confidential and not to be disclosed to others.

Upon termination of the Agreement, all Confidential Information in the possession or control of the receiving Party or its personnel (including all originals and copies of all or any potion of any Confidential Information) shall be promptly returned to the disclosing Party. The receiving Party shall be responsible for ensuring compliance with this Section by all of its personnel. Any conduct violating the provisions of this Section shall constitute a material breach of this Agreement.
Publicity: The Parties expressly agree that the terms and conditions of this Agreement, and any activities contemplated hereby or performed hereunder, are the Confidential Information of the Parties and shall not be disclosed by either Party without the prior written approval of the other Party, which shall not be unreasonably withheld. Notwithstanding the foregoing paragraph, the Parties may be required to disclose the existence of this Agreement and describe the material terms contained herein under applicable securities law or to a third party, pursuant to a non-disclosure agreement, in connection with due diligence relating to an acquisition, merger or financing transaction. In each such instance, the disclosing Party shall afford the other Party reasonable advance time for review of any proposed disclosures.
Additional Liability of Recipient: The receiving Party shall also be liable for breach of the terms of this Section in the event that the Confidential Information received from the disclosing Party is disclosed by an employee, agent or consultant of the receiving Party or a third party to whom the receiving Party has disclosed such Confidential information, and such disclosure would violate the terms of this Section were such employee, agent, consultant or third party a party hereto. In the event Confidential Information must be disclosed by either Party to third persons for the purpose of performing obligations under this Agreement, each Party shall, prior to such disclosure, obtain written consent from the other Party, which consent shall be in each Party’s sole discretion, and obtain from the third person a written agreement regarding confidentiality of the Confidential Information, the terms of which shall be substantially similar to those contained herein.
Confidentiality Period: Confidential Information shall survive the termination or expiration of this Agreement for a period of one (1) year from the expiration date.

I. Disclaimer of Warranties

RESELLER ACKNOWLEDGES AND AGREES THAT THE SERVICE IS PROVIDED ON AN "AS IS" AND "WITH ALL FAULTS" BASIS, AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. RESELLER FURTHER ACKNOWLEDGES AND AGREES THAT THE SERVICES RELY ON CARRIER’S DATA NETWORK TO DELIVER FUNCTIONALITY AND THAT AUS EXPRESSLY DISCLAIMS ANY WARRANTIES AS RELATED TO THE PERFORMANCE OF CARRIER’S DATA NETWORK, INCLUDING, WITHOUT LIMITATION, WARRANTIES RELATED TO THE SECURITY, INTEGRITY, OR AVAILABILITY THEREOF. RESELLER ASSUMES ALL RESPONSIBILITY AND RISK FOR USE OF THE SERVICE. AUS DOES NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND RESELLER ACKNOWLEDGES IT IS NOT RELYING ON ANY SUCH STATEMENT. ANY STATEMENTS MADE IN PACKAGING, MANUALS, OR OTHER DOCUMENTS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND NOT AS WARRANTIES BY AUS OF ANY KIND. NEITHER AUS NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, DEALERS, OR SUPPLIERS WARRANT THAT THE INFORMATION, PRODUCTS, PROCESSES, AND/OR SERVICES AVAILABLE THROUGH THE SERVICE WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, USEFUL, FUNCTIONAL, OR ERROR FREE. RESELLER HAS NOT RELIED ON AND WILL NOT CLAIM THAT IT IS ENTITLED TO THE BENEFITS OF ANY REPRESENTATIONS, PROMISES, DESCRIPTIONS OF THE SERVICE, OR OTHER STATEMENTS NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.

K. Limitation of Liability

AUS SHALL NOT BE LIABLE FOR ANY DEFICIENCY IN PERFORMANCE, LACK OF COVERAGE OR NETWORK CAPACITY, UNAVAILABILITY, DELAY, OR ANY OTHER MALFUNCTION, ERROR, IMPAIRMENT, OR FAILURE CAUSED IN WHOLE OR IN PART BY AN ACT OR OMISSION OF CARRIER OR OTHERWISE ATTRIBUTABLE TO CARRIER OR CARRIER’S DATA NETWORK. EVEN IF AUS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, AUS WILL NOT BE LIABLE TO RESELLER OR ANY OF RESELLER’S EMPLOYEES, AGENTS, END USERS, CUSTOMERS, OR ANY THIRD PARTIES FOR ANY DAMAGES ARISING FROM USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION: DISCLAIMED DAMAGES OR LOSS OF PRIVACY DAMAGES; PERSONAL INJURY OR PROPERTY DAMAGES; OR ANY DAMAGES WHATSOEVER RESULTING FROM INTERRUPTION OR FAILURE OF SERVICE, LOST PROFITS, LOSS OF BUSINESS, LOSS OF DATA, COST OF REPLACEMENT PRODUCTS AND SERVICES, SUSPENSION, TERMINATION, OR THE INABILITY TO USE THE SERVICE, OR THE CONTENT OF ANY DATA TRANSMISSION, COMMUNICATION, OR MESSAGE TRANSMITTED TO OR RECEIVED THROUGH THE SERVICES. THE SERVICE IS NOT GUARANTEED AGAINST EAVESDROPPERS, HACKERS, ATTACKS, VIRUSES, OR INTERCEPTORS, AND RESELLER AGREES THAT AUS SHALL NOT BE LIABLE TO RESELLER OR END USERS FOR ANY LACK OF PRIVACY OR SECURITY. THE MAXIMUM AGGREGATE LIABILITY OF AUS TO RESELLER, AND THE EXCLUSIVE REMEDY AVAILABLE IN CONNECTION WITH THE AGREEMENT FOR ANY AND ALL DAMAGES, INJURY, LOSSES ARISING FROM ANY AND ALL CLAIMS AND/OR CAUSES OF ACTION RELATED TO THE SERVICE, SHALL BE TO RECOVER NO MORE THAN THE LESSER OF $50,000 OR THE MONTHLY SERVICES CHARGE NET OF ANY CREDIT FOR THE AFFECTED SERVICES DURING THE THREE BILLING CYCLES IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES. RESELLER AGREES THAT INCLUSION OF THIS PARAGRAPH WAS A MATERIAL CONSIDERATION FOR AUS TO ENTER THE AGREEMENT.

L. Indemnification

1. Reseller will indemnify and hold harmless AUS, its officers, agents, employees, Affiliates, subsidiaries, assigns and successors in interest from, defend AUS against, pay any final judgments awarded against AUS, and pay all reasonable costs and attorneys' fees resulting from any claims, liabilities, losses, suits, and damages asserted by any third party arising out of or relating to (a) any breach of this Agreement by Reseller; (b) any misrepresentation of the capabilities, functionality, or scope of the Services by Reseller, its employees, or agents; (c) any End User’s failure to comply with the terms of the Acceptable Use Policy; (d) any promotion, sale, use, distribution, or resale of the Services by Reseller in violation of this Agreement; (e) any shortfall or deficiency in the fees or charges attributed, whether in whole or in part, to Reseller’s failure to collect same from End Users or Reseller’s failure to distribute or reimburse AUS, including, without limitation, for the collection and payment of any Taxes; or (f) any claim from any End User that inadequate or improper notice was given for Disconnection of Service in accordance with Section M.3. Reseller will not settle any claim under this section without the prior written consent of AUS unless such settlement relieves AUS of any and all liability and obligation and such settlement does not limit, unduly interfere, or otherwise adversely affect the rights granted herein or AUS’s obligations under this Agreement. AUS reserves the right, at its sole discretion and expense, to participate in the defense or settlement of any claim.

M. Default, Termination of Agreement, Disconnection and Migration of Service

1. Default; Definition: “Default” under this Agreement shall be defined as a breach by the other Party of any provision herein, including, without limitation:

Either Party’s material breach of any representation, warranty or covenant of this Agreement;
Failure by Reseller to pay any sum due to AUS hereunder when due within the allotted time;
Either Party’s filing of a petition seeking relief for itself under the bankruptcy laws of any jurisdiction;
Entry of an order for relief against either Party under the bankruptcy laws of any jurisdiction;
Either Party’s making of a general assignment for the benefit of its creditors;
Either Party’s consent to the appointment of or taking possession of all or substantially all of its assets by a receiver, liquidator, assignee, trustee, or custodian;
Either Party’s insolvency or failure to pay its debts generally as they become due;
Either Party’s action (or sufferance of any action taken by its directors or shareholders) effecting or seeking its dissolution or liquidation; or
Unauthorized assignment of this Agreement.

2. Termination:

Fraud or Non-Payment: AUS may terminate this Agreement if Reseller fails to make any payment when due under this Agreement or if Reseller or End User engaged in abuse or fraudulent use of the Service, which failure or abuse or fraudulent use continues for more than five (5) days after notice from T-Mobile.
Non-Activation: AUS may terminate this Agreement if Reseller has not activated an End User SIM on the Service within six (6) months of the Effective Date;
Breach: Either AUS or Reseller may terminate this Agreement if the other Party fails to comply with any material representation, warranty, obligation, or covenant set forth in this Agreement, including without limitation conditions of Default as provided above, which failure continues for a period of more than thirty (30) consecutive days after receipt of notice from the nonbreaching Party specifying the breach.
Automatic Termination: A Default for an unauthorized assignment of this Agreement shall automatically terminate this Agreement without any further notice or action required from the non-Defaulting Party.

3. Disconnection of Service/Transition Period: Upon expiration of the Term (but not upon termination for breach), AUS will continue to provide Service to Reseller for a “Transition Period” that will end the earlier of: (a) one hundred eighty (180) days after the expiration date, or (b) the first day that Reseller has no End User SIMs on the Carrier Network under this Agreement, unless terminated early as set forth below. During the Transition Period, Reseller is prohibited from adding new End Users and/or new End User SIMs (including incoming ports), and AUS may enforce this by prohibiting Reseller from accessing applicable AUS APIs or the GUI. At the end of the Transition Period (or earlier as may be permitted elsewhere in the Agreement), AUS may terminate Service to Reseller, the End Users, and the End User SIMs. Unless otherwise stated in this Agreement, all the terms and conditions of this Agreement, will remain in effect during the Transition Period. During the Transition Period, if there is a breach under Section M.2.(c) (Breach) above, the non-breaching Party may, upon notice to the breaching Party, terminate the Transition Period and pursue any other right or remedy under this Agreement. Reseller shall provide reasonable notice to End Users of the Transition Period and any disconnection of service caused by

Upon termination of this Agreement for breach under Section M.2.(c) above, AUS shall cease to provide Service to Reseller and the End Users as of the date of termination. Reseller shall provide reasonable notice to End Users of any disconnection of service caused by termination of this Agreement.

4. Survival of Financial Obligations: Termination of this Agreement shall not release either Party from any financial obligation owed to the other Party, to any financial obligations that might subsequently accrue as the result of any act or omission occurring prior to termination, nor from any obligation which is expressly stated to survive termination.

5. Remedies: Termination, regardless of cause or nature, shall be without prejudice to any other rights or remedies of the Parties and shall be without liability for any loss or damage occasioned thereby, subject to the other terms herein. Termination of this Agreement for any cause shall not release either Party from any liability which at the time of termination has already accrued to the other Party hereto or which thereafter may accrue in respect of any act or omission prior to termination.

N. Reseller Warranties

In addition to all other Reseller representations and warranties set forth herein, Reseller represents and warrants that: (a) Reseller’s execution of this Agreement and Reseller’s performance of its obligations hereunder does not now and will not in the future violate any agreement between Reseller and any third party; (b) Reseller has complied with all applicable registration and licensing requirements to enable Reseller to act as a Reseller under the terms of this Agreement; and (c) Reseller will comply with all applicable laws, regulations, and ordinances in the performance of this Agreement.

O. Miscellaneous

Entire Agreement: This Agreement, including all exhibits and attachments hereto, sets forth the entire understanding between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous understandings, communications or agreements, whether written or oral, regarding such subject matter.
Authority: Each Party hereto warrants that it has the authority to enter into this Agreement, and the signatories, by executing this Agreement, warrant that they have the authority to bind the respective Party.
No Joint Venture or Agency: Nothing herein shall be construed or deemed to create any joint venture, partnership, franchise, or agency between AUS and Reseller. The rights, duties, obligations and liabilities of AUS and Reseller are separate and not joint or collective, and it is not the intention of the Parties hereto to create under any circumstances a joint venture or partnership or the relationship of master-servant or principal-agent. Except as expressly provided herein, AUS shall have no authority to commit or bind Reseller with respect to any third party, and Reseller shall have no authority to commit or bind AUS with respect to any third party.
Severability: TIf any term of this Agreement or the application thereof to any person, entity or circumstance shall at any time or to any extent be determined to be invalid or unenforceable under any provision of applicable law, to the full extent the applicable law may be waived, it is hereby waived. To the extent such law cannot be waived, the invalid or unenforceable term shall be replaced by a valid term which comes closest to the intentions of the Parties to this Agreement. In case such replacement term cannot be agreed upon, the invalidity of the term in question shall not affect the validity of any other term or this Agreement as a whole, unless the invalid term is of such essential importance that it can be reasonably assumed that the Parties would not have entered into this Agreement without the invalid term.
Waivers: Neither the waiver by either Party to this Agreement of any breach of any agreement, covenant, condition or provision hereof nor the failure of either Party to seek redress for violation of, or to insist upon strict performance of, any such agreement, covenant, condition or provision shall be considered to be a waiver of any such agreement, covenant, condition or provision or of any subsequent breach thereof. No provisions of this Agreement may be waived except by written agreement by Vice Presidents or officers of AUS and by the President or Chief Financial Officer of Reseller.
Amendments: AUS reserves the right to amend Exhibit A (acceptable use) at any time without notice. Revisions to Exhibit A shall be posted on AUS’ website at www.ausis.com/AUS-AUP.pdf. AUS may amend Exhibit B (Services) at any time for any reason upon thirty days’ prior written notice. Any other amendments shall be made by mutual agreement, in writing and executed by both Parties.
Binding Effect: Successors and Assigns; Assignment: This Agreement shall be binding upon and inure to the benefit of the Parties, their respective successors, personal representatives, and permitted assigns. AUS may assign its rights and obligations hereunder by giving Reseller written notice of such assignment, which assignment shall fully release AUS from any further obligations or liability under the terms of this Agreement commencing on the effective date of the assignment. Reseller may assign its rights and obligations hereunder including to any subsidiary or Affiliate of Reseller, with the prior written consent of AUS, which consent shall not be unreasonably delayed or withheld. AUS may, in determining whether to grant its consent to an assignment, consider any factors it deems relevant to such a determination including, but not limited, to assignee’s credit history, business history, and reputation in the business community.
Force Majeure: If either Party’s performance of any of its obligations hereunder is delayed by strike, labor dispute, unavailability of materials, outbreak of military hostilities (whether or not war is declared), epidemics or pandemics, act of God, governmental action, flood, fire, explosion or other matters not within its reasonable control or by the inability of either Party to procure and obtain needed government consents or approvals, then the date for performance shall be extended by the time of such delay; provided, however, that, as to any and all such causes, the Party so affected shall pursue with reasonable diligence the avoidance or removal of such delay if reasonably feasible.
Notices: All notices and other communications required by this Agreement shall be given in writing and shall be deemed to have been duly given and effective (a) upon receipt if delivered in person or via facsimile (with proof of proper transmission), or (b) one day after deposit prepaid with a national overnight express delivery service, or (c) three days after deposit in the United States mail (registered or certified mail, postage prepaid, return receipt requested):
If to Reseller: Existing Customer address on AUS’ e-commerce site, https://simpliot.com
If to AUS: AUS Information Systems, LLC 2150 Northmont Parkway Duluth, Georgia 30096
Governing Law, Venue, and Jurisdiction: This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with and shall be governed by the laws of the State of Georgia, without reference to the principles of conflicts of laws that would require the application of the laws of another jurisdiction and notwithstanding the location of the AUS or Reseller.
Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

EXHIBIT A

ACCEPTABLE USE POLICY

Last Updated October 20, 2023

Customer agrees to this User Policy (“User Policy”) with respect to the Services (defined below). Customer’s use of the Services will be deemed Customer’s acceptance to this User Policy and any updated version of the User Policy when Customer uses the Services after such update. Use of the Services pursuant to an applicable Agreement is subject to this User Policy, as it may be revised from time to time. Continued use of the Services constitutes acceptance of any changes to this User Policy.

1. DEFINITIONS:

1.1 “Carrier Acceptable Use Policy” (“CAUP”) means the policy(ies) of the underlying wireless carriers governing appropriate use of the Services. The CAUP may be amended from time to time and any amendments or changes are incorporated into this Agreement by this reference and are subject to change without notice.

1.2 “Circuit” means a modem and unique WAN IP address that establishes both a physical and logical connection between a modem and a carrier serving tower.

1.3 “Customer Equipment” means all of Customer’s devices or equipment necessary to enable the customer to receive or use the Service that are not provided by AUS or an underlying wireless carrier.

1.4 “Device” means a single unit of radio telephone equipment having a unique International Mobile Equipment Identity (IMEI) (including the associated SIM) for use in connection with its own Mobile Subscriber Integrated Services Digital Network Number that includes an operating system and other software, that is technically and operationally compatible with the underlying wireless carrier’s network.

1.5 “Equipment” means the subscriber identity module (“SIM”), or comparable device, and any other equipment provided to the customer for use with the services.

1.6 “Services” will mean the services provided by the underlying wireless carrier to transmit data between wireless devices, computer servers or other machines, or between wireless devices, with limited or no manual intervention or supervision, whether on a machine-to-machine (M2M) or an Internet of things (IoT) basis.

2. TERMS AND CONDITIONS:

2.1 Customer will at all times ensure that all Equipment and applications utilized in connection with the Services comply with Section 3.2 and any applicable requirements of the underlying wireless carrier. Customer’s failure to do so may cause Customer’s transmissions to fail, be blocked or misrouted, use a wireless service not intended by Customer and/or be subject to additional charges beyond those set forth in this Agreement. Customer hereby agrees to pay such additional charges. Except to the extent specifically set forth in a Statement of Work, Customer will have sole liability for Equipment, Customer Equipment, or Customer’s failure to maintain or meet requirements applicable to Equipment and/or Customer Equipment. Any Customer Equipment and Equipment Customer uses in connection with the Equipment or Services will be at Customer’s sole risk. Under no circumstances will AUS or any underlying wireless carrier be responsible for or obligated to make any changes to its Equipment, operations, network or systems to accommodate Customer or any end user. Customer will comply with all laws, rules, and regulations applicable to Customer and Customer’s use of the Equipment and Services.

3. USE RESTRICTIONS; DISCLAIMER OF WARRANTY:

3.1 Customer agrees to use the Service in accordance with the CAUP. If Customer’s use of the Service is determined to have violated the CAUP, the Service may be temporarily suspended or permanently terminated. In the case of termination due to CAUP violation, Customer will be charged the Termination Charge as defined in the applicable Agreement. The Service is for Customer’s use only and Customer may not resell the Service to any other party or sublicense or distribute the Services to any other party without integration with other products and/or services without the advanced approval of AUS.

3.2 Customer will only use the Services for authorized purposes pursuant to an approved service application such as IoT/M2M connectivity, business continuity, and managed network services, including failover, POTS line replacement, SD-WAN, and fixed wireless. Customer may not use VoLTE or Services where voice service is the primary use. Further, Customer may not use the Services or Equipment to: (i) continually or repeatedly dial telephone numbers associated with free conference calls, free chat lines, or other similar or related services that are used to increase the inter-carrier compensation billed to an underlying wireless carrier; (ii) compromise network security or capacity, degrade network performance, use malicious software or “malware”, hinder other customers’ access to the network, or otherwise adversely impact network service levels or legitimate data flows, including but not limited to automatic data feeds, automated machine-to-machine connections, or other applications that are used in a way that degrades network capacity or functionality; (iii) misuse the Services or Equipment, including “spamming” or sending unsolicited commercial messages, or abusive, fraudulent, harassing, or mass automated communications; (iv) attempt or assist another to access, alter, or interfere with the communications and/or information of other data users; (v) rearrange, tamper, or make an unauthorized connection with any network of an underlying wireless carrier; (vi) use or assist others in the use of any unethical or fraudulent scheme, or by or through any other unethical or fraudulent means or devices whatsoever, with intent to avoid payment of, in whole or in part, any charges for the Services and/or Equipment; (vii) use the Services in such a manner so as to interfere unreasonably with the use of the Services by one or more other users; (viii) use the Services to convey information deemed to be obscene, salacious, or prurient or to convey information of a nature or in such a manner that renders such conveyance unlawful; (ix) install any amplifiers, enhancers, repeaters, or other devices that modify or otherwise affect the radio frequencies used to provide the Services, other than those provided by the wireless carrier; (x) use or alter, or attempt to use or alter, the Service for any non-data purpose, including but not limited to services which primarily offer voice communications, including voice over IP services; (xi) use the Services for monitoring of third parties without their permission, including location-based tracking of individuals, except in the case of prisoner and parolee monitoring or as agreed to in writing by the underlying carrier; (xii) use the Services for the sale to government entities, unless otherwise specified in writing by the underlying carrier; (xiii) use the Services to provide life-sustaining medical care for any individual, including without limitation, use of the Services in health care and assisted living environments, unless otherwise agreed to in writing by the underlying cararier; and (xiv) use the Services to harm, or attempt to harm, minors in any way.

3.3 Customer will not, and will not allow any third party to: (i) use the Services for any purpose other than the purposes intended by AUS; (ii) decompile, disassemble, reverse engineer, or attempt to reconstruct or discover any source code, underlying ideas, algorithms, file formats, programming, or interoperability interfaces of the Services or Equipment; (iii) remove any product identification, copyright, or other notices; (iv) modify, incorporate into, or with other software create a derivative work of any part of the Services or Equipment; (v) modify or otherwise alter the operation of the Services or Equipment or program, reprogram, or tamper with the Services or Equipment in any manner; (vi) rent, lease, lend or provide commercial hosting services with the Services or Equipment; or (vii) insert any Equipment into devices bearing a mark of a different underlying wireless carrier or that are purchased from an underlying wireless carrier that have been packaged with such underlying wireless carrier’s SIM.

3.4 Customer will not relocate Equipment outside the specified site or use the Equipment or Services outside the United States of America without AUS’s prior written consent. If Customer desires to relocate the Equipment outside of the specified site, Customer will provide no less than fifteen (15) days’ prior written notice to AUS, which will identify the proposed location of the Equipment.

3.5 Customer will not use any unapproved Customer Equipment or Customer Equipment that is defective, illegal, or does not meet the licensing or certification requirements required of the jurisdiction where such Customer Equipment is used.

3.6CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS NO PROPERTY OR OTHER RIGHTS IN ANY TELEPHONE NUMBER OR OTHER IDENTIFIER ASSIGNED TO CUSTOMER AND THAT SUCH NUMBER OR OTHER IDENTIFIER MAY BE CHANGED FROM TIME TO TIME.

3.7CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT WITH RESPECT TO THE SERVICES, IT HAS NO CONTRACTUAL RELATIONSHIP WHATSOEVER WITH THE UNDERLYING WIRELESS SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS AND CUSTOMER IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN AUS AND THE UNDERLYING CARRIER. IN ADDITION, CUSTOMER ACKNOWLEDGES AND AGREES THAT, WITH RESPECT TO THE SERVICES, THE UNDERLYING CARRIER AND ITS AFFILIATES AND CONTRACTORS WILL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO CUSTOMER AND CUSTOMER HEREBY WAIVES ANY AND ALL CLAIMS OR DEMANDS THEREFORE.

4. DISCLAIMER OF WARRANTY:

4.1 Customer acknowledges and agrees that the Services are provided via a public network routed over the carriers’ connection to the internet and that the Services, as provided to Customer by AUS are not PCI-DSS compliant. CUSTOMER ACCEPTS FULL RESPONSIBILITY FOR COMPLIANCE WITH ANY APPLICABLE PCI-DSS GUIDELINES WITH RESPECT TO THE SERVICES AND AGREES THAT NEITHER AUS NOR THE UNDERLYING CARRIERS CAN GUARANTEE THE SECURITY OF WIRELESS TRANSMISSIONS OVER THE SERVICES AND WILL NOT BE LIABLE FOR ANY LOSSES RELATING TO THE USE OF THE SERVICES. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT THE USE OF ANY INFORMATION AVAILABLE THROUGH THE SERVICES IS AT CUSTOMER’S OWN RISK AND RESPONSIBILITY

4.2 NEITHER AUS NOR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR VENDORS (INCLUDING BUT NOT LIMITED TO THE UNDERLYING WIRELESS CARRIERS AND ANY ROAMING WIRELESS CARRIER OR THEIR VENDORS, DEALERS, PARENT COMPANIES, AND AGENTS) (COLLECTIVELY, THE “AUS PARTIES”) MAKE ANY WARRANTY OR REPRESENTATION WHATSOEVER, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, COMPATIBILITY WITH ANY EQUIPMENT OR SERVICES, FITNESS FOR USE, QUALITY, PERFORMANCE, SECURITY, OR NON-INFRINGEMENT OF THE SERVICES OR EQUIPMENT, THE USE OF THE EQUIPMENT, OR THAT THE SERVICES WILL BE ERROR-FREE, TRANSMIT ANY DATA IN AN UNCORRUPTED FORM, COMPLETE, OR UNINTERRUPTED, THAT ANY ERRORS OR MISTAKES WILL BE CORRECTED, OR THE USE IN CONNECTION WITH OTHER CUSTOMER MATERIAL, CUSTOMER PRODUCT, OR CUSTOMER SERVICE. ALL MATERIAL AND SERVICES ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS” BASIS.

4.3 CUSTOMER ACKNOWLEDGES THAT THE SERVICES MAY BE TEMPORARILY REFUSED, INTERRUPTED, CURTAILED, OR LIMITED BECAUSE OF ATMOSPHERIC, TERRAIN, OR OTHER NATURAL OR ARTIFICIAL CONDITIONS, INCLUDING NETWORK OUTAGES, AND MAY BE TEMPORARILY INTERRUPTED OR CURTAILED DUE TO USAGE CONCENTRATIONS, MODIFICATIONS, UPGRADES, RELOCATION, AND REPAIRS OF TRANSMISSION NETWORKS.

5. LIMITATION OF LIABILITY AND INDEMNIFICATION:

5.1 SOLELY WITH RESPECT TO THE SERVICES OR EQUIPMENT, IN NO EVENT WILL ANY AUS PARTY BE LIABLE TO CUSTOMER, CUSTOMER’S CLIENTS OR ANY THIRD PARTY UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS OR LOSS OF DATA.

5.2 SOLELY WITH RESPECT TO THE SERVICES OR EQUIPMENT, NO AUS PARTY WILL BE LIABLE: (A) FOR ANY DAMAGES ASSOCIATED WITH THE SUSPENSION, TERMINATION, INTERRUPTION, REDUCTION, OR LOSS OF USE OF THE SERVICES; (B) IF CHANGES IN THE SERVICES OR IN THE APPLICABLE NETWORK, SYSTEMS, OPERATIONS, EQUIPMENT, POLICIES, OR PROCEDURES RENDER OBSOLETE OR OUTDATED ANY CUSTOMER EQUIPMENT (INCLUDING ANY SOFTWARE SUPPORTING THE CUSTOMER EQUIPMENT); (C) FOR ANY CAUSES OF ACTION, LOSSES, OR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF MISTAKES, OMISSIONS, INTERRUPTIONS (INCLUDING, WITHOUT LIMITATION, FOR THOSE CAUSED BY ACTS OF GOD, STRIKES, FIRE, GOVERNMENT ACTIONS, EMERGENCIES, AND OTHER CAUSES BEYOND AN AUS PARTY’S REASONABLE CONTROL), ACCESS OR LACK OF ACCESS, ERRORS, OR DEFECTS IN THE SERVICES, FAILURES OR DEFECTS IN THE NETWORK OR SYSTEMS, OR USE OF EQUIPMENT; (D) FOR ANY INJURY TO PERSONS OR PROPERTY, LOSSES (INCLUDING ANY LOSS OF BUSINESS), DAMAGES, CLAIMS, OR DEMANDS OF ANY KIND OR NATURE; (E) FOR ANY LACK OF SECURITY RELATING TO THE USE OF THE SERVICES; OR (F) FOR ANY DAMAGES ARISING OUT OF THE USE OR ATTEMPTED USE OF, OR THE INABILITY TO ACCESS, LIFE SUPPORT OR MONITORING SYSTEMS OR DEVICES, LOCATION SERVICES, 911 OR E911, OR OTHER EMERGENCY NUMBERS OR SERVICES.

5.3 CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT THE LIABILITY AND OBLIGATIONS OF SUBSCRIBER TO CUSTOMER UNDER THIS USER POLICY MAY BE STRICTLY CONTROLLED AND LIMITED BY AN UNDERLYING WIRELESS CARRIER’S TARIFF, IF ANY, AND THE LAWS, RULES, AND REGULATIONS OF THE FEDERAL COMMUNICATIONS COMMISSION AND OTHER UNITED STATES OR FOREIGN GOVERNMENTAL AUTHORITIES WHICH FROM TIME TO TIME HAVE JURISDICTION. SOLELY WITH RESPECT TO THE SERVICES OR EQUIPMENT, AUS AND CUSTOMER AGREE THAT IF AUS OR, TO THE EXTENT REQUIRED BY APPLICABLE LAW, ANY UNDERLYING WIRELESS CARRIER SHOULD BE FOUND LIABLE FOR LOSS OR DAMAGE DUE TO OR RESULTING FROM: FAILURE BY AUS TO PERFORM ANY OF THE OBLIGATIONS HEREIN, ANY FAILURE OR DISRUPTION OF THE EQUIPMENT OR SERVICES, OR FAILURE TO PROVIDE THE SERVICES, AUS’S LIABILITY FOR DAMAGES AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WILL BE LIMITED TO SIX (6) MONTHS OF CUSTOMER’S PAYMENTS TO AUS FOR THE SERVICES. THE PROVISIONS OF THIS SECTION WILL APPLY IF LOSSES OR DAMAGES, IRRESPECTIVE OF CAUSE OR ORIGIN, FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, RESULT DIRECTLY OR INDIRECTLY TO PERSONS OR PROPERTY, FROM PERFORMANCE OR NONPERFORMANCE OF THE OBLIGATIONS IMPOSED BY THIS AGREEMENT, PERFORMANCE OR NONPERFORMANCE OF THE SERVICES OR FROM NEGLIGENCE, ACTIVE OR OTHERWISE, OF AUS, ITS CUSTOMERS, ASSIGNS OR EMPLOYEES.

5.4 Solely with respect to the Services and the Equipment, Customer agrees to indemnify, defend, and hold harmless and forever discharge AUS and any underlying wireless carrier from and against all claims, actions, liability, loss, damage (including personal injury or death and damage to property), and other expenses, including reasonable attorney’s fees and costs, which may arise as a result, whether direct or indirect, from use, failure to use, or inability to use, by Customer or any of its customers, the Services and/or the Equipment. This Section 5 will survive any termination of this User Policy.

6. LOSS AND DAMAGE OF EQUIPMENT:

Upon Customer’s acceptance of the Equipment, Customer assumes all risk of loss, damage, theft, or destruction of all devices or items of Equipment and from any causes due to misuse, fault or negligence of Customer. Upon the occurrence of any loss, theft, destruction, or damage beyond repair of such Equipment, Customer will pay the stipulated loss value. In the event of partial loss or damage to any device or item of Equipment due to misuse, fault, or negligence of Customer, Customer will be solely responsible for any loss or expense of any repairs or replacements necessary to promptly return such device or Equipment to its former condition. Customer will be solely responsible for any loss or expense of any repairs, maintenance, upkeep, or replacements necessary for any Customer Equipment.

7. ASSIGNMENT:

The customer acknowledges that this user policy is assignable by AUS or any underlying wireless carrier without prior consent from the customer.

8. WAIVER:

AUS’s failure to enforce any provision of this User Policy will not be construed as a waiver or limitation of AUS’s right to subsequently enforce and compel strict compliance with every provision of this User Policy. A waiver or consent given on one occasion is effective only in that instance and will not be construed as a bar to or waiver of any other right on any other occasion.

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