Kajeet Terms of Use for PWN

 

Last Revised: May 17, 2024 Ver: 4517

PLEASE READ THIS AGREEMENT CAREFULLY.

This Kajeet Terms of Use for PWN ("Terms of Use") is a legally binding contract between Kajeet Inc., a Delaware corporation (“Kajeet”) with offices located at 7901 Jones Branch Drive, Suite 350, McLean, VA 22102, and the other legal entity named on the Ordering Document that references this Kajeet Terms of Use (“Customer”).

KAJEET PROVIDES THE SENTINEL SERVICES, PRIVATE WIRELESS NETWORK, HARDWARE, AND CELLULAR ACCESS SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT CUSTOMER ACCEPTS AND COMPLIES WITH THEM. BY CLICKING THE "ACCEPT" BUTTON OR OTHER MEANS PROVIDED FOR ACCEPTANCE OR USING THE SENTINEL SERVICES AND PRIVATE WIRELESS NETWORK, HARDWARE, AND CELLULAR ACCESS, CUSTOMER AGREES TO: (A) ACCEPT THIS AGREEMENT AND AGREES THAT CUSTOMER IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) CUSTOMER IS OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT; AND (II) IF CUSTOMER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, CUSTOMER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND BIND SUCH PARTY TO ITS TERMS.  IF CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, CUSTOMER MUST NOT ACCESS THE PORTAL, INSTALL THE HARDWARE, UTILIZE THE PROFESSIONAL SERVICES, USE THE CELLULAR ACCESS, OR UTILIZE THE SERVICES.

1.    Definitions.  Kajeet and Customer collectively shall be referred to herein as the “Parties” and each individually as a “Party."  Unless specifically stated otherwise, capitalized terms used in Exhibits and Ordering Documents shall have the meaning set forth in this Agreement.

“Affiliate” means any corporation or other entity that controls, is controlled by, or is under common control with a Party.  A corporation or other entity shall be deemed to control another if it owns or controls directly or indirectly more than fifty percent (50%) of the voting stock or other ownership interest of the corporation or entity or has the right to direct the management of such entity. 
“Aggregation Point" means the building, hut, equipment shelter or other location within a Hub that is designated for the installation, operation, and maintenance of PWN Equipment that will serve as the aggregation point for such equipment and where the Backhaul System connecting the Nodes terminates and the optical signals are aggregated. Aggregation Points are provided by the Customer unless an Ordering Document provides otherwise.
“Agreement” means this Kajeet Terms of Use and the attached Exhibits.
“Backhaul System" means a fiber-based transport network provided by Kajeet to backhaul traffic from the Nodes to the designated Aggregation Points. Backhaul Systems will be located in-building, above ground and/or underground as determined in Kajeet's sole discretion. Kajeet may not be the owner of the Backhaul System supporting any given Private Wireless Network but may instead lease, license, or acquire a right to use fiber and other backhaul methods from one or more third parties.
“Cellular Access” means the transmission of data over various wireless carrier networks as described in various data plans detailed in Exhibit A (Service Description) and appropriate Ordering Documents.
“Change Order” means a written agreement signed by Customer and Reseller that modifies the terms of an Ordering Document.
“Charges” mean the service fees and other charges paid by Customer to Reseller for use of the Portal, Hardware, Professional Services, Cellular Access, and Services pursuant to Ordering Documents issued pursuant to the Commercial Agreement. 
“Commercial Agreement” means the agreement entered into between the Customer and the Reseller that covers, among other things, the commercial terms for use of the Portal, Hardware, Professional Services, Cellular Access, and Services including, but not limited to, the Charges, payment terms, etc.
“Coverage Area" means the geographic area a Private Wireless Network is designed to cover and shall be described in the Ordering Document.
“Customer Agreement” means a legally binding agreement between the Customer and a Subscriber that authorizes use of the Sentinel Services and Private Wireless Network, Hardware, and Cellular Access as well as other products and services offered by the Customer, if any.
“Customer Products” Means devices sold by Customer that are not provided by Kajeet.
“Documentation” means all customer-facing documentation made available by Kajeet to Customer and any succeeding changes thereto.  The Documentation shall be considered a component of the Portal, Hardware, Professional Services, Cellular Access, and Services.
“Exhibits” mean the documents attached hereto and incorporated by this reference.  In the event of any inconsistency, the documents shall take precedence in the following order: Terms and Conditions, Ordering Documents, and all other Exhibits.  Exhibits include, without limitation, the following:
Exhibit A: Service Description
Exhibit B: Service Level Agreement
“FERPA” means the Family Educational Rights and Privacy Act, 20 U.S.C. Section 1232g; 34 C.F.R. Part 99, both as amended. FERPA sets certain limits on the disclosure of student records. 
“Hardware” means various hardware devices as detailed in Exhibit A (Service Description) and appropriate Ordering Documents that are manufactured by third parties and resold under this Agreement.  
“Hub” means a private property location that will house the Aggregation Point.
“Line of Service” means a line of service that was in a state other than a de-activated state at any point during the calendar month. 
“Managed Services Environment” means an operating environment for the Private Wireless Network that is managed and operated by Kajeet but title to all the PWN Equipment is owned by Customer unless expressly stated otherwise in an Ordering Document.
“Marks” means the trade names, trade dress, trademarks, service marks, commercial symbols, domain names, brands, designs, logos and\or any other marks used to denote the owner or licensors as the source of the products and services.
“MRC Commencement Date” means the date the Sentinel Services and\or Private Wireless Network commences commercial (non-testing) operation, as indicated in the applicable Ordering Document. 
“Network as a Service Environment” or ”NaaS Environment” means an operating environment for the Private Wireless Network that is managed and operated by Kajeet and title to all the PWN Equipment is owned by Kajeet unless expressly stated otherwise in an Ordering Document.
“Node” means a 4G\5G radio together with associated cabling. 
“Ordering Document” means any document that places an order for the Portal, Hardware, Professional Services, Cellular Access, and Services under the terms of the Commercial Agreement with the Reseller.  An Ordering Document may be styled as a Statement of Work, Order, executed quote, task order, purchase order, or other type of ordering agreement.  Ordering Documents are agreements between Customer and Reseller and NOT between Customer and Kajeet, however certain Specifications and other contractual terms defined therein are referenced in this Kajeet End User License Agreement, and to that extent, become a part of this Kajeet End User License Agreement.
“Portal” means the online hosting services platform and web interface that powers the Sentinel Services that is owned, operated, or controlled by Kajeet consisting of various infrastructure components, including but not limited to servers, networking components, system software, and internet access all as more specifically described in Specifications. 
“Portal Data” means any data entered into the Portal, inclusive of ICCID, Subscriber name, Subscriber shipping address, and administrator credentials; and data entered by Customer or its Subscribers into the Portal inclusive of ICCID unique identifier.   
“Private Wireless Network” or “PWN” means a communications network operated, managed, and/or controlled by Kajeet in a Managed Services Environment and\or in a NaaS Environment (as determined in the applicable Ordering Document) consisting of (a) one or more Nodes, (b) one or more Hubs, (c) a Backhaul System, all as described in the Specifications. 
“Reseller” means the third party that receives the Charges from Customer for the Portal, Hardware, Professional Services, Cellular Access, and Services provided hereunder and who entered into the Commercial Agreement with Customer.
“Samsung” means SAMSUNG ELECTRONICS AMERICA, INC., a New York corporation and having its principal office at 85 Challenger Road, Ridgefield Park, New Jersey 07660.
“Sentinel Services” means the Sentinel offering described in Exhibit A (Service Description), including but not limited to an automated failover solution when a Subscriber’s router loses Internet connectivity.
“Service Level Agreement” means the service level agreement (SLA) set forth in Exhibit B (Service Level Agreement) to this Agreement.
“Services” means (i) the Sentinel Services; (ii) the Portal; (iii) the Private Wireless Network; (iv) Fulfillment Services; (v) Cellular Access; (vi) the Training Services; and (vii) Professional Services.
“SIM Card” means a subscriber identity module or subscriber identification module (SIM) which is used in conjunction with Sentinel Services, Customer Products, and Private Wireless Network to identify and authenticate Subscribers on mobile devices.
“Specifications” means, as appropriate: (i) the specifications for the Portal as set forth in Ordering Documents and Exhibit A (Service Description), including the Service Level Agreement attached hereto; (ii) the specifications for the Sentinel as set forth in Ordering Documents and Exhibit A (Service Description); (iii) the specifications for the Private Wireless Network as set forth in Ordering Documents and Exhibit A (Service Description); (iv) the specifications for the Fulfillment Services as set forth in Ordering Documents and Exhibit A (Service Description); (v) the specifications for Cellular Access as set forth in Ordering Documents and Exhibit A (Service Description); (vi) the specifications for Professional Services as set forth in SOWs; and (vii) the specifications for Training Services set forth in the applicable Ordering Documents.
“Statement of Work” or “SOW” means a statement of work document mutually agreed to and executed by the Parties. Statements of Work define the applicable elements of an engagement which may include the Sentinel Services and\or the Private Wireless Network, Professional Services, Training Services, and\or other deliverables to be provided under the terms of this Agreement including the Specifications, schedules, pricing, and other deliverable-specific requirements.
“Subscriber” means a person authorized by Customer to use the Sentinel Services and Private Wireless Network, Hardware, and Cellular Access.  A Subscriber shall not mean an entity that resells or markets the Portal, Hardware, Professional Services, or Services.
“Training Services” means services provided by Kajeet and its authorized training consultants whereby Kajeet shall train Customer employees in accordance with the curriculum and other training content (“Training Content”) agreed to in Ordering Documents. Training Services may be provided in a classroom setting, via video or audio conferences, online webinars, or other formats, all as agreed to in Ordering Documents.  Training Services do not include any rights to any Training Content or other written or electronic materials (whether online or otherwise) unless specifically set forth in Ordering Documents.

2.     Term and Renewal.

2.1.    Agreement Term. This Agreement shall commence as of the date set forth on the Ordering Document, and unless earlier terminated as provided herein, shall continue for the period as set forth in the applicable Ordering Document (the “Term”).

2.2     Services Term. The term for the specific monthly recurring Services is set forth in each Ordering Document (each a “Service Term”) that begins on the MRC Commencement Date applicable to such Service and remains in effect until the expiration of the initial Service Term specified in the applicable Ordering Document, unless earlier terminated as provided herein.

2.3    Customer Agreements. All Customer Agreements for the Services, Hardware, and Cellular Access shall be between Customer and Subscribers and shall contain all of the applicable rights and obligations for Subscribers as are required herein. Except as otherwise expressly permitted in writing by Kajeet, Customer shall have no right to sublicense the Portal, resell the Hardware, resell the Professional Services, resell the Cellular Access, and resell the Services not specifically defined in an Ordering Document or any Exhibits hereto. This appointment is limited to Customer only and may not be assigned or transferred by Customer or otherwise extended to any other party except as set for in Section 16.5 (Assignment) of the Agreement.

2.4    Designation As School Official. Customer hereby designates Kajeet as a “school official” with “legitimate educational interests” in the educational records, as those terms have been defined under FERPA and its implementing regulations, and Kajeet agrees to abide by the FERPA limitations and requirements imposed upon school officials.

3.     Licenses.  Subject to the terms and conditions of this Agreement including any payment obligations, Kajeet grants to Customer, and Customer accepts the following licenses (collectively, the “Licenses”).

3.1    Sentinel License Grant. If Customer has contracted in an Ordering Document to license access to the Sentinel Services (a “Sentinel License”), then Kajeet grants Customer, in consideration for Customer’s payment obligations, a limited, nontransferable, and nonexclusive right to grant sublicenses to its Subscribers to access and use the Sentinel Services strictly during the Service Term and in accordance with the Specifications consistent with the provisions of this Agreement and Ordering Documents for Customer’s internal usage only. No license is granted under any Sentinel License to access, copy, or use the software that supports the Sentinel Services, except in connection with the Sentinel Services.

3.2    Private Wireless Network License Grant. If Customer has contracted in an Ordering Document to license access to the Private Wireless Network within a NaaS Environment (a “Private Wireless Network License”), then Kajeet grants Customer, in consideration for Customer’s payment obligations, a limited, nontransferable, and nonexclusive right to grant sublicenses to its Subscribers to access and use the Private Wireless Network strictly during the Service Term and in accordance with the Specifications consistent with the provisions of this Agreement and Ordering Documents for Customer’s internal usage only.

3.3.   Portal License Grant. If Customer has contracted in an Ordering Document to license access to the Portal (a “Portal License”), then Kajeet grants Customer, in consideration for the Customer’s payment obligations, a limited, nontransferable, and nonexclusive right to access and use the Portal strictly during the Service Term and in accordance with the Specifications consistent with the provisions of this Agreement and Ordering Documents for Customer’s internal usage only. No license is granted under any Portal License to access, copy, or use the software that supports the Portal, except in connection with the Portal.

3.4    Trademark License. Kajeet grants to Customer during the Term of this Agreement a non-exclusive, non-transferable license to use the Kajeet Marks solely in connection with the marketing of the Portal, Hardware, Professional Services, Cellular Access, and Services and solely in compliance with this Agreement. Customer will not use the Kajeet Marks or confusingly similar Marks in connection with any goods or services other than as specified by Kajeet. Customer acknowledges that (i) all rights in the Kajeet Marks, in registrations of the Kajeet Marks, in applications for registration of the Kajeet Marks, and in all goodwill associated therewith, shall always remain the sole and exclusive property of Kajeet, and (ii) all use of the Kajeet Marks shall inure to the benefit of Kajeet. Whenever Customer uses the Kajeet Marks in any manner (advertising or other uses), Customer shall clearly indicate that they are owned by Kajeet and that they are being used under license from Kajeet. Customer shall not add or attach to the Hardware or its packaging any label, marking or information that has not been approved in advance by Kajeet in writing. Under no circumstances shall Customer register any internet domain names containing any Kajeet Marks or any other names that are confusingly similar to the Kajeet Marks.

3.5.   Limitations on Use. No license is given to Customer or any Subscriber to the source code underlying the Portal or Sentinel Services. Without the express written authorization from Kajeet, Customer or any Subscriber shall not (nor through any third party): (i) use, copy, duplicate or reproduce all or any portion of the Portal or Sentinel Services (including the Documentation) for any purpose other than as specified in this Agreement and Ordering Documents; (ii) decompile, disassemble, re-program, analyze, reverse engineer any of the Portal, Sentinel Services, or Hardware (in whole or in part) or otherwise attempt to reconstruct, identify or discover any underlying ideas, underlying user interface techniques or algorithms, or source code, or disclose any of the foregoing (except to the extent such restriction is prohibited by law); (iii) except as expressly authorized herein, sell, rent, lease, license, sublicense or in any way redistribute any or all of the Portal, Sentinel Services, ; (iv) use the Portal, Sentinel Services, to create a service bureau, timesharing arrangement, or application service provider; (v) modify, adapt, translate, prepare derivative works of all or any portion of the Portal, Sentinel Services, or attempt to do so; (vi) remove, obscure or alter Kajeet’s or its licensors’ product identification, copyright notices, Marks or other proprietary rights notices affixed to or contained within the Portal, Sentinel Services, or Documentation or Hardware; (vii) permit the Portal, Sentinel Services, or Documentation to be used, examined, reviewed or inspected by others, other than by Customer’s employees, auditors or governmental agencies as required by law; (viii) disclose the results of any benchmark or evaluation of the Portal, Hardware, Professional Services, or Services to any third party (whether or not obtained with Kajeet’s assistance) without Kajeet’s prior express written consent; (ix) use the Portal, Sentinel Services, , Documentation or any information contained therein or otherwise provided by Kajeet or its licensors for the purposes of developing, or having developed, any products or services competitive with the Portal, Sentinel Services, ; (x) incorporate, link, or distribute the Portal, Sentinel Services, with any code or software licensed under the GNU General Public License (“GPL”), Lesser General Public License (“LGPL”), Mozilla, or any other open source license, in any manner that could cause or could be interpreted or asserted to cause the Portal, Sentinel Services, (or any modifications thereto) to become subject to the terms of the GPL, LGPL, Mozilla or such other open source license. Customer and its Subscribers shall not authorize, or acquiesce in, any other person engaging in any of the foregoing activities or attempting to do so.

3.6.   Reserved Rights. Kajeet reserves all rights not expressly granted under this Agreement.

4.    No License to Affiliates. Unless specified otherwise in an Ordering Document, all rights granted to Customer and all of Customer’s obligations under this Agreement, are granted to, and incurred by, Customer and not, by implication or otherwise, to any Affiliate of Customer.

5.    Acceptance Testing. The Private Wireless Network and Portal (as used in connection with the Private Wireless Network) as provided under each applicable Ordering Document shall be considered accepted by Customer upon notice of successful completion by Kajeet of the Completion Criteria (“Acceptance” or “Accepted”). “Completion Criteria” means the acceptance criteria specified in an Ordering Document or other writing mutually agreed to by the Parties, or in the event that Completion Criteria has not been documented, then Completion Criteria shall mean that the Private Wireless Network and Portal (as used in connection with the Private Wireless Network) meets the requirements as set forth in the Specifications. If Customer believes that Kajeet has not met the Completion Criteria, Customer must notify Kajeet in writing within ten (10) days after receiving Kajeet’s notice of completion of installation, specifying any parts of the Completion Criteria not met by Kajeet. Kajeet shall promptly correct any such deficiencies or obtain the Customer’s written agreement to a plan to correct such deficiencies. Upon Kajeet’ correction of the deficiencies, Kajeet shall again provide notice of completion. If Customer fails to provide a deficiency notice within the ten (10) days period, then the Private Wireless Network and Portal (as used in connection with the Private Wireless Network) shall thereupon be considered Accepted. If Customer deploys the Private Wireless Network and Portal (as used in connection with the Private Wireless Network) for use in actual operations at any time following its delivery by Kajeet, such items shall be considered Accepted by Customer.

6.    Sentinel Services, Private Wireless Network, and Portal.

6.1.   Scope and Performance. Kajeet will implement the Sentinel Services, Private Wireless Network, and Portal in accordance with the Specifications, and in the case of the Private Wireless Network and Portal (as used in connection with the Private Wireless Network), also in accordance with Exhibit B (Service Level Agreement). Kajeet will not be responsible for implementation delays or service degradations that are not within its control including, without limitation, implementation delays or service degradations caused by Customer, its Subscribers or third-party service providers or any interconnecting communications carrier. Title to any communications equipment and computer hardware installed by Kajeet in connection with the performance of the Portal will remain with Kajeet.

6.2.   Sentinel Services, Private Wireless Network, and Portal Changes. Kajeet in its sole discretion may alter the design of the Sentinel Services, Private Wireless Network, and Portal provided that the alteration: (i) does not result in any material deviation from the Specifications; (ii) is required to avoid infringement of any third party intellectual property; (iii) is designed to meet the requirements of Exhibit B (Service Level Agreement); or (iv) is required to conform with laws or applicable governmental regulations.

7.    Professional Services

7.1.   Performance of Professional Services. During the Term of this Agreement and upon the request of the Customer, Kajeet or its authorized agents may provide certain professional services to Customer from time to time as set forth in SOWs (“Professional Services”). Unless otherwise specified in a SOW or other document signed by Kajeet and Customer, Kajeet (or its licensors) shall retain all Intellectual Property Rights to all deliverables, including, without limitation, all information, ideas, concepts, software, source, and object code provided during, or resulting from, the provision of the Professional Services except for any pre-existing Intellectual Property Rights of Customer.

7.2.   Independent Contractor. Kajeet, including Kajeet’s employees, agents, and contractors, if any, will be, and at all times during this Agreement will remain, independent contractors in relation to Customer. Kajeet is not an agent or employee of Customer. Kajeet has no authority whatsoever to bind Customer, by contract or otherwise, nor will Kajeet represent that it has any such authority, express, implied, or otherwise. Kajeet will perform the Professional Services under the general direction of Customer as to the result of such activity, but Kajeet will determine, in Kajeet’s sole discretion, the manner and means by which the Professional Services are accomplished, subject to the express condition that Kajeet will at all times comply with applicable laws. Employees, agents, or contractors of Kajeet performing work under this Agreement will not have any rights to any of Customer’s employee fringe benefits, including, but not limited to, worker’s compensation benefits. Kajeet will comply with all applicable laws concerning it or its employees, agents, or contractors. Kajeet will assume all responsibility and liability for the actions or omissions of its employees, agents, and contractors who perform Professional Services. Kajeet will be solely responsible and liable for all employment and payroll taxes or other taxes of any kind relating to the Professional Services performed by Kajeet and its employees, agents, or contractors.

8.    Training Services. If so specified in an Ordering Document, Kajeet shall provide Customer, at a location to be mutually agreed upon or via an Internet-based webinar, Training Services for Customer's employees, with training in the installation, use, operation and support of the Portal, Hardware, Professional Services, Cellular Access, and Services, subject to availability of such training courses. Customer may use material provided to conduct courses for Subscribers provided that Kajeet’s copyright notices are retained thereon.

9.    Customer Obligations

9.1.   Access and Passwords. After the Portal is ready for use by Customer, Kajeet shall issue (a) a link to Customer that will enable Customer to access the Portal; and (b) a password to access the Portal. Customer is responsible for accessing the Portal in accordance with the terms of this Agreement and maintaining the confidentiality of all passwords at all times and for ensuring that issued passwords are used only by those who are authorized. Customer is entirely responsible for all activities that occur under Customer's account and all charges incurred in connection with use of the Portal using Customer’s accounts. Customer shall immediately notify Kajeet of any unauthorized use of Customer's account, including, without limitation, or any other breach of this Agreement or any security breach known to Customer. Kajeet shall have no liability for any loss or damage arising from Customer's failure to comply with these requirements.

9.2.   Cooperation and Assistance. Customer shall provide Kajeet with access to technical personnel and information in connection with performance of the Portal, Hardware, Professional Services, Cellular Access, and Services and will furnish all information and assistance required to be provided by Customer under the Ordering Document. Customer will promptly notify Kajeet in sufficient detail of any defect, deficiency or error known to or discovered in the Portal, Hardware, Professional Services, or Services by Customer in sufficient detail to enable Kajeet to duplicate the condition. Customer shall respond promptly to any Kajeet requests to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Kajeet to perform the Professional Services in accordance with the Specifications and other requirements of this Agreement. Customer shall ensure that all Customer equipment set forth in a SOW is in good working order and suitable for the purposes for which it is to be used and conforms to the requirements for such equipment in the relevant SOW.

9.3    Access to Premises; Safety. Customer shall provide Kajeet such access to Customer’s premises and such office accommodations and other facilities as may reasonably be requested by Kajeet and agreed with Customer in advance, for the purposes of performing the Professional Services. Prior to Kajeet’s commencement of any Professional Services to be performed on Customer’s premises, Customer shall inform Kajeet in writing of any hazardous materials or conditions in or at the premises. Kajeet reserves the right to stop work should any conditions pose a situation that could be hazardous to life or health. If work ceases due to a hazard created by Customer or conditions present at the premises, such work stoppage shall be considered a delay caused by Customer and Kajeet shall not be held liable for costs associated with such delays or any remediation efforts.

9.4.   Export Compliance. All Portal, Hardware, Professional Services, Services, deliverables, documents, technical data, and any other materials delivered under this Agreement are subject to U.S. export control laws and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with these laws and regulations and acknowledges that it has the responsibility to obtain any licenses to export, re-export, or import as may be required by law. Any delays attributable to Kajeet’s ability to secure appropriate export licenses or other required export documentation shall not be considered a breach of this Agreement. Customer will not export, re-export, transfer or license any Portal, Hardware, Professional Services, or Services to any person or entity that is named as a “Specially Designated National” or “Blocked Person” as designated by United States Department of the Treasury’s Office of Foreign Assets Control (OFAC).

9.5    Delays.  If Kajeet's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Customer or any Subscriber, their agents, subcontractors, consultants, or employees, Kajeet shall not be deemed in breach of its obligations under this Agreement, otherwise liable for any costs, charges, or losses sustained or incurred by Customer, and shall not constitute a basis for a delay in payment of any invoice to Kajeet, in each case, to the extent arising directly or indirectly from such prevention or delay,

9.6.   Customer Control and Responsibility. Customer has and will retain sole responsibility for: (a) Customer's information technology infrastructure, including computers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of third-party services ("Customer Systems"); (b) the security and use of Customer's access credentials to the Portal; and (c) all access to and use of the Portal directly or indirectly by or through the Customer Systems including all results obtained from, and all conclusions, decisions and actions based on, such access or use.

9.7.   Support Obligations for Subscribers. Customer shall be solely responsible for providing certain support obligations to Subscribers in connection with the Portal, Hardware, Professional Services, Cellular Access, and Services. The Customer’s specific support obligations are defined in the Service Level Agreement. Kajeet shall be responsible for certain other support obligations provided directly to Customer (and not Subscribers) as defined in the Service Level Agreement.

9.8.   Travel Expenses. Unless otherwise specified in Ordering Documents, Customer shall reimburse Kajeet for reasonable and ordinary travel expenses actually incurred by Kajeet while traveling onsite in connection with work related to the Portal, Hardware, Cellular Access, Services, Professional Services, and Training Services, including transportation costs, hotel accommodations and meals (the “Travel Expenses”), provided however: (a) to the extent applicable, such expenses must be in compliance with the Customer travel policy if provided to Kajeet; (b) for those expenses not specifically addressed in the accepted travel policy, Kajeet must first obtain Customer’s pre-approval of all such expenses.

10.    Intellectual Property Rights

10.1.   Kajeet Intellectual Property Rights. Customer acknowledges and agrees that the intellectual property rights underlying the Sentinel Services, the Portal, the Private Wireless Network, the Fulfillment Services, Training Content and Documentation (collectively, “Kajeet IP”) are owned by, and shall remain the sole property of Kajeet and its licensors, that the Kajeet IP contains, embodies and is based upon worldwide patented or patentable inventions, trade secrets, copyrights and other intellectual property rights (collectively, “Intellectual Property Rights”) owned or licensed by Kajeet and its licensors, and that Kajeet and its licensors shall continue to be the sole owner of all Intellectual Property Rights in and to the Kajeet IP worldwide including, without limitation, any derivative works. The "look and feel" of the Portal, meaning the structure, sequence and layout of the audiovisual components of the Portal, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, the design for which was dictated by artistic and aesthetic considerations and not by utilitarian or mechanical ones, are also proprietary to Kajeet and fully protected under U.S. and international copyright and trademark laws except for Customer branding, Customer Marks, or other content to the extent specifically provided in writing by Customer. This Agreement does not convey to Customer title or ownership of the Intellectual Property Rights underlying the Kajeet IP, but only a right of limited use in accordance with this Agreement. Customer acknowledges that the Kajeet IP provided by Kajeet pursuant to this Agreement is entitled to protection under applicable copyright and other intellectual property laws and constitute valuable assets, trade secrets and proprietary rights of Kajeet or its licensors.

10.2.   Customer Intellectual Property Rights. Kajeet acknowledges and agrees that the intellectual property rights underlying any intellectual property provided by Customer to Kajeet hereunder, the Customer Products (collectively, “Customer IP”) are owned by, and shall remain the sole property of Customer and its licensors, that the Customer IP contains, embodies and is based upon worldwide patented or patentable inventions, trade secrets, copyrights and other intellectual property rights (collectively, “Intellectual Property Rights”) owned or licensed by Customer and its licensors, and that Customer and its licensors shall continue to be the sole owner of all Intellectual Property Rights in and to the Customer IP worldwide including, without limitation, any derivative works. This Agreement does not convey to Kajeet title or ownership of the Intellectual Property Rights underlying the Customer IP, but only a right of limited use in accordance with this Agreement. Kajeet acknowledges that the Customer IP provided by Customer pursuant to this Agreement is entitled to protection under applicable copyright and other intellectual property laws and constitute valuable assets, trade secrets and proprietary rights of Customer or its licensors.

10.3.   Title and Risk of Loss for Hardware. All title and risk of loss for all Hardware shall pass to Customer upon shipment of the Hardware by Kajeet or its fulfillment provider from the shipper’s loading dock.

10.4    Suggestions. Many of Kajeet’s changes to user interfaces, features, functionality, and other aspects of the Portal, Hardware, Professional Services, Cellular Access, and Services come as a result of suggestions made by customers and partners in various forms (“Suggestions”). All customers benefit from Suggestions in future product releases. Customer grants Kajeet an irrevocable, worldwide, royalty-free, perpetual license to use as Kajeet deems appropriate any Suggestions that Customer provides to Kajeet and to incorporate such Suggestions in any Kajeet products or services.

11.    Confidentiality and Data

11.1    Confidentiality

11.1.1   “Confidential Information” means all such information, material and data received by one Party (the "Receiving Party") from the other Party (the "Disclosing Party") or its clients, whether disclosed in writing or verbally, (i) that is labeled or designated in writing as confidential or proprietary, (ii) which Receiving Party is advised is proprietary or confidential or (iii) which, in view of the nature of such information or the circumstances of its disclosure, Receiving Party knows or reasonably should know is confidential or proprietary. Confidential Information includes the terms and conditions of this Agreement, including the Prices. Confidential Information shall not include information which (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) is rightfully received from a third party without an obligation of confidence; (c) is independently developed by the Receiving Party without reference to Confidential Information; or (d) is required to be disclosed in accordance with a judicial or governmental order or decree, provided that the Receiving Party provides prompt notice of the order or decree to the Disclosing Party and reasonably cooperates with the Disclosing Party to limit the disclosure and use of the Confidential Information.

11.1.2   Use of Confidential Information. The Receiving Party will hold any Confidential Information in strict confidence for a period of three (3) years from termination of this Agreement, except that the obligation of the Receiving Party to maintain the confidentiality of trade secrets and personally identifiable data shall survive indefinitely. The Receiving Party will use such Confidential Information only in accordance with the terms of this Agreement. The Receiving Party shall limit the use of, and access to, the Confidential Information to its employees or agents whose use of or access to the Confidential Information is necessary to carry out the intent of this Agreement. The Receiving Party shall, by appropriate means, prevent the unauthorized disclosure, publication, display or use of any Confidential Information. Without limiting the generality of the foregoing, the Receiving Party shall require all employees, agents or contractors who shall have access to the Confidential Information to execute, prior to such access, a non-disclosure agreement providing for at least the same protection of the Confidential Information as is provided for by this Section.

11.1.3   Destruction or Return of Confidential Information. Upon expiration or termination of this Agreement for any reason, the Receiving Party shall promptly return to the Disclosing Party, or, if requested, destroy all copies of the Disclosing Party’s Confidential Information in its possession. All copies, notes or other derivative material relating to the Confidential Information shall be promptly retrieved or destroyed, as agreed, and no such material shall be retained or used by the Receiving Party in any form or for any reason.

11.2   Privacy Policy. Customer's use of the Portal by Subscribers is subject to the terms and conditions of the Kajeet privacy policy set forth at https://www.kajeet.com/privacy-policy-2.

12.    Warranties

12.1   Sentinel Services Warranty. Kajeet warrants during the Service Term for the Sentinel Services set forth in any applicable Ordering Documents, the Sentinel Services will be provided in accordance with the Specifications for the Sentinel Services. Customer’s sole remedy for any claims under this Section 12.1 shall be for Kajeet to correct such failures at no charge to Customer.

12.2    Portal Warranty. Kajeet warrants during the Service Term for the Portal set forth in any applicable Ordering Documents, the Portal will be provided in accordance with (a) the applicable Service Level Agreement); and (b) the Specifications for the Portal. Customer’s sole remedy for any claims under this Section 12.2 shall be for Kajeet to correct such failures at no charge to Customer.

12.3   Private Wireless Network Warranties. Warranties for operation of a Private Wireless Network in both a Managed Services Environment and a NaaS Environment are listed in the applicable Parts to Exhibit A (Service Description).

12.4   SIM Card Warranty. Kajeet warrants that all SIM Cards will conform to the SIM Card Specifications set forth in the appropriate Ordering Document and shall be free from material defects for a period of one (1) year from the activation date of the SIM Card (the “SIM Card Warranty Period”). Kajeet shall ship to Customer a replacement SIM Card for each defective card within two (2) business days following notification of defect within the SIM Card Warranty Period. While Kajeet normally does not require the return of a defective SIM Card, Kajeet reserves the right to request the return of the defective SIM Card, at Kajeet’s expense.

12.5    Hardware Warranty.

12.5.1   Manufacturers’ Warranty. Kajeet provides to Customer a pass through of the warranties provided by the manufacturers of the Hardware, if any, that Kajeet resells to Customer. Customer shall address all warranty issues directly through Kajeet. In the case of Samsung Hardware, this limited warranty is non-transferable and shall not apply to used or refurbished Samsung Hardware. Where Samsung identifies the minimum requirements or practices for the installation maintenance and/or management of Samsung Hardware, Customer is required to adhere to such minimum requirements and practices, and the failure to do so could result in Samsung declining to provide warranty support. Customer shall not under any condition attempt to repair or install new software in the Samsung Hardware without the prior written consent of Kajeet or Samsung.

12.5.2   Extended Warranties. Kajeet may, from time-to-time, make extended warranties offered by manufacturers available to Customer (“Kajeet Extended Warranty”). If an extended warranty is offered to Customer and Customer is willing to enter into the Kajeet Extended Warranty and pays for same, then the price for the extended warranty shall be reflected on applicable Ordering Document and the terms and conditions of the extended warranty shall be included in the Ordering Document or otherwise made available to Customer.

12.5.3   RMA Process. Prior to returning any Hardware to Kajeet for repairs or replacement, Customer must obtain a Return Merchandise Authorization number (“RMA#”) from Kajeet by calling or emailing Kajeet’s Customer Care group using the contact information set forth in the applicable Service Level Agreement. In addition to providing an RMA#, Kajeet shall provide the ship-to address for the returned Hardware. Hardware shipped to Kajeet without an RMA# will be returned to Customer at Customer’s expense. Customer agrees to pay all shipping and freight charges, FOB Kajeet’s offices, for all Hardware sent to Kajeet. After repairing or replacing the Hardware, Kajeet shall pay all shipping and freight charges, FOB Kajeet’s offices, to return the Hardware back to Customer unless (i) Customer has sent Hardware to Kajeet that is out of warranty; or (ii) the Hardware sent to Kajeet is in working condition and not in need of repair or replacement; or (iii) the Hardware was sent to Kajeet without an RMA# issued by Kajeet. Under the preceding conditions, Customer agrees to pay or reimburse Kajeet for all shipping and freight charges. Customer acknowledges that it is solely responsible for backing-up and safeguarding any data stored on the Hardware at all times including before shipment to Kajeet. If Customer ships any Hardware to Kajeet or its designee, Kajeet is only responsible for any loss or damage that occurs (a) while at the site of Kajeet or its designee and (b) where the loss or damage is caused by the negligence or willful misconduct of Kajeet or its designee. In that case, Customer’s only remedy and Kajeet’ sole liability to Customer shall be for Kajeet to repair or replace the lost or damaged Hardware.

12.6   Professional Services Warranty. Kajeet warrants that: (a) the Professional Services will be performed in a workmanlike manner; and (b) the deliverables delivered to Customer are warranted to materially conform to the Specifications for a period of One (1) year after completion of the Professional Services (the “Professional Services Warranty Period”). Customer must notify Kajeet in writing of any Professional Services warranty deficiencies during the Professional Services Warranty Period. Customer’s sole remedy for any claims under this Section 12.6 shall be for Kajeet to correct such failures at no charge to Customer.

12.7   DISCLAIMER OF WARRANTY FOR CELLULAR ACCESS. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF CELLULAR ACCESS IS AT CUSTOMER’S AND ITS Subscribers’ SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CELLULAR ACCESS IS PROVIDED “AS IS” AND “AS AVAILABLE” AND KAJEET DOES NOT REPRESENT THAT CELLULAR ACCESS COVERAGE WILL MEET CUSTOMER’S OR ITS SUBSCRIBERS’ REQUIREMENTS. KAJEET AND ITS CELLULAR ACCESS SUPPLIERS MAKE NO WARRANTY IN RELATION TO THE AVAILABILITY, SUITABILITY OR MAINTENANCE OF THE OF CELLULAR ACCESS USED BY KAJEET OR ITS SUBSCRIBERS TO TRANSMIT DATA.

12.8   WARRANTY DISCLAIMER. THE FOREGOING WARRANTIES (INCLUDING ANY PORTAL, HARDWARE, PROFESSIONAL SERVICES, OR SERVICES SPECIFIC WARRANTIES SET FORTH IN AN APPLICABLE EXHIBITS OR ORDERING DOCUMENTS) ARE IN LIEU OF, AND THE PARTIES EXPRESSLY DISCLAIM, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO: (A) THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE; (B) PERFORMANCE OR INTEROPERABILITY OF THE PORTAL, HARDWARE, PROFESSIONAL SERVICES, OR SERVICES NOT PROVIDED OR APPROVED BY KAJEET. KAJEET SPECIFICALLY DISCLAIMS ANY WARRANTY THAT THE OPERATION OF THE PORTAL, HARDWARE, PROFESSIONAL SERVICES, OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

12.9   Sole Remedy. Customer’s sole remedy and Kajeet’s sole obligation for any warranty claims under this Agreement shall be as set forth in this Section 12.

13.    Indemnification. This Section 13 does not apply to any Customer that is a government entity.

13.1.   Indemnification by Customer. Customer (the “Indemnifying Party”) shall defend, indemnify and hold harmless Kajeet, and each of its officers, directors, owners, employees, agents or licensors (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”), from and against all third party actions, suits, losses, liabilities, claims, expenses, damages, and costs of every kind and description including reasonable legal fees (collectively, "Losses") arising out of or in connection with: (i) any use of the Portal, Hardware, Professional Services, Cellular Access, and Services that is outside of its intended use as set in the Specifications; (ii) claims that Customer IP infringes any trademark, patent, copyright or misappropriates any trade secret enforceable in the United States (an “IP Claim”); (iii) any resale or distribution of the Portal, Hardware, Professional Services, or Services that is not authorized under this Agreement; (iv) agreements between Customer and its Subscribers (unless such Loss stems from Kajeet’s breach of this Agreement); (v) a statement or representation regarding the Portal, Hardware, Professional Services, or Services that is not reasonably supported by the Specifications or otherwise provided in writing or approved in writing by Kajeet; or (vi) Customer's failure to meet regulatory requirements, failure to obtain any necessary governmental approvals or failure to comply with all laws, administrative regulations, and executive orders of any applicable jurisdiction.

13.2.   Indemnification by Kajeet. Kajeet (the “Indemnifying Party”) shall defend, indemnify and hold harmless Customer and its officers and directors, owners, employees or agents (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”) from and against all third party actions, suits, losses, liabilities, claims, expenses, damages, and costs of every kind and description including reasonable legal fees (collectively, "Losses") arising out of or in connection with any specific third-party claim, suit, or allegation (a) of bodily injury, death of any person, or damage to real or tangible, personal property resulting from the willful, fraudulent, or grossly negligent acts or omissions of Kajeet or Kajeet’s employees and subcontractors during the performance of Professional Services; or (b) that the Sentinel Services or Portal provided by Kajeet under this Agreement specifically causes an infringement of a patent, trademark, copyright or other proprietary right of such third party that is enforceable in the United States (collectively the “IP Claim”). Kajeet shall not be liable for: (i) any costs or expenses incurred by Customer without Kajeet's prior written authorization; (ii) designs, instructions, data, materials, or any other intellectual property provided by Customer; (iii) infringement caused from unauthorized modifications to the Sentinel Services or Portal; (iv) Customer's combination of the Sentinel Services or Portal with other products or services and the infringement would have been avoided but for such combination; (v) Customer's implementation of a Customer originated design or modification where infringement is due to such specified design or modification; or (vi) Customer’s use of the Sentinel Services or Portal other than in accordance with the Specifications.

13.3.   Indemnity Procedure. The Indemnified Party shall provide the Indemnifying Party with (i) prompt written notice of any claims under this Section 13 for which it seeks indemnification hereunder; (ii) full information and assistance in settling and\or defending the claims; and (iii) full authority and control of the defense and\or settlement of any such claims.

13.4.   IP Claim Infringement Remedy. In the event of an IP Claim, the Indemnifying Party shall, at Indemnifying Party’s option and at no expense to the Indemnified Party: (a) by license or other release from claim of infringement, obtain for the Indemnified Party any rights that it has under this Agreement to the product or service in question; (b) substitute an equivalent non-infringing product or service reasonably acceptable to the Indemnified Party, which meets the Specifications, and extend this indemnity thereto; or (c) modify the product or service to make it non-infringing but continue to meet the Specifications therefore, and extend this indemnity thereto.

13.5.   Exclusive Remedy for Indemnification. The remedies set forth in this Section 13 (Indemnification) shall be the exclusive remedies of the Parties with reference to any claims for indemnification and IP Claims.

14.    Limitation of Liability.

14.1.   LIMITATION ON INDIRECT DAMAGES. NEITHER OF THE PARTIES NOR KAJEET’S LICENSORS SHALL BE LIABLE TO THE OTHER PARTY FOR INDIRECT, PUNITIVE, CONSEQUENTIAL, ECONOMIC, SPECIAL, INCIDENTAL OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS REVENUE OR EARNINGS, COST OF REPLACEMENT GOODS OR SERVICES, LOST DATA, DAMAGES CAUSED BY DELAYS, OR A FAILURE TO REALIZE EXPECTED SAVINGS) DIRECTLY OR INDIRECTLY ARISING OUT OF OR IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WHETHER OR NOT SUCH DAMAGES COULD REASONABLY BE FORESEEN OR THEIR LIKELIHOOD HAS BEEN DISCLOSED TO EITHER PARTY OR THEIR LICENSORS.

14.2.   LIMITATION ON DIRECT DAMAGES. BOTH PARTIES SHALL BE LIABLE TO THE OTHER PARTY FOR DIRECT DAMAGES ONLY, IN AN AMOUNT NOT TO EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, THE TOTAL AMOUNT OF REVENUE GENERATED UNDER THE APPLICABLE ORDERING DOCUMENT FROM WHICH THE CLAIM AROSE IN THE MOST RECENT TWELVE (12) MONTH PERIOD FROM WHEN THE CLAIM AROSE.

15.    Termination.

15.1.   Termination By Either Party. A non-breaching Party may terminate this Agreement for cause by written notice to breaching Party upon the occurrence of any of the following events: (i) the material breach by breaching Party of any term, provision, representation or warranty of this Agreement that remains uncured thirty (30) days after the non-breaching Party provides written notice thereof, provided however that Customer may only terminate this Agreement for material breach of Exhibit B (Service Level Agreement) where the availability requirements defined in Exhibit B have not been achieved for four (4) consecutive months; (ii) a material breach of any of its intellectual property or confidentiality obligations; or (iii) Party becomes insolvent or subject to any proceeding under the federal bankruptcy laws or other similar laws for the protection of creditors, and such event continues for ninety (90) days after the non-breaching Party provides written notice thereof. In the event of any uncured breach of this Agreement by Customer, then Kajeet may, without any further notice to Customer, take any or all of the following actions in its sole discretion, (a) stop providing access to the Portal, cease shipping any Hardware, stop providing the Professional Services, stop providing the Cellular Access, and stop providing access to the Services; (b) suspend the affected Services to which the breach is related, and/or (c) with or without ceasing to provide any access to Services or sale of Hardware, pursue any other remedies available to Kajeet at law or in equity, including, without limitation, the right, with or without process of law, to remove and dispose of any equipment and other personal property located on or at any Customer site or facility in accordance with applicable law.

15.2.    Kajeet Termination. Kajeet may terminate this Agreement for cause by written notice to Customer upon notification by Reseller of Customer’s breach of the Commercial Agreement, including failure to pay amounts due to Reseller and remedy such breach or pay any such amounts due to Reseller within fifteen (15) days following such notice of breach or Failure to Pay.

15.3.   Rights Upon Termination. Upon any expiration or termination of this Agreement by either Party:

a)  All Licenses granted hereunder shall terminate immediately;

b)  within thirty (30) days of the effective termination date: (i) Kajeet agrees to export all of Customer data within the Portal in a format agreed upon in a SOW between the Parties; (ii) Kajeet will remove Customer’s account from the Portal and remove any remaining balances; and Customer will return any Kajeet-owned equipment to Kajeet;

c)  Customer shall cease all display, advertising, and use of all Kajeet Marks, and will not thereafter use, advertise, or display any such Marks;

d)  Upon notice of termination of this Agreement, or upon expiration of the Term, Kajeet may, without liability, cancel any pending Orders; and

e)  Termination or expiration of this Agreement shall not release either party from: (i) any liability which has already accrued to the other Party hereto at the time of termination or expiration; (ii) any liability which thereafter may accrue with respect to any act or omission prior to termination or expiration; or (iii) any obligation which is expressly stated herein to survive termination or expiration.

16.    General Provisions

16.1    Governing Law and Venue. This Agreement shall be governed by the laws of the State of Delaware without regard to its conflict of laws provisions. The United Nations Convention On Contracts for the International Sale of Goods does not apply to this Agreement. The Parties hereby consent to suit in, and to the personal jurisdiction of the state courts located in Fairfax, Virginia, USA, or the federal courts located in the Eastern District of Virginia with respect to any matter arising out of this Agreement.

16.2    Attorneys’ Fees. In the event that either Party breaches the terms of this Agreement and litigation is brought for any breach and\or enforcement thereof, then the Court shall award the prevailing Party reasonable attorney's fees and related costs.

16.3    Publicity.  Neither Party shall issue a press release or make any similar public announcement without the other Party’s prior written consent to the specific language and intended distribution of such press release or announcement. Notwithstanding the foregoing, Kajeet may use Customer’s name and logo in Kajeet’s customer lists which may be posted on Kajeet’s website.

16.4    Force Majeure. Neither Party shall be liable to the other Party or shall be subject to termination of the Agreement by the other Party for any delay, nonperformance, loss or damage (other than for failure to pay any amount when due) because of reasons beyond its reasonable control including, but not limited to, acts of God, natural casualties, acts of government, floods, fires, earthquakes, pandemic outbreaks, civil unrest, acts of terror, labor or material shortages, strikes, communication systems failures, internet service provider failures or delays, or denial of service attacks, war, riots, power failures, transportation conditions or other causes beyond the reasonable control of the respective Party or not anticipated by the respective Party in its business judgment (each a “Force Majeure Event”). The Party seeking relief from the Force Majeure Event will notify the other Party in a timely fashion if it is unable to perform due to a Force Majeure Event. The other Party agrees that the Party seeking relief shall not be responsible or liable in any way for any delay or non-performance due to a Force Majeure Event (other than for failure to pay any amount when due).

16.5    Assignment.  This Agreement and the rights and obligations hereunder may not be assigned, delegated, sublicensed, or transferred without the prior written consent of the other Party. Notwithstanding the foregoing, either Party shall be free to assign its rights and obligations hereunder (in whole or in part) to a successor or affiliate at any time or to a third party in connection with a sale by such Party of a part of its business to that third party upon written notice to the other Party, provided that the assignee agrees to be bound by the terms and conditions of this Agreement.

16.6    Subcontractors Permitted. Kajeet may engage subcontractors to perform all or any portion of its duties under this Agreement provided that any such subcontractor agrees in writing to be bound by confidentiality obligations at least as protective as the terms of this Agreement regarding confidentiality and provided further that Kajeet remains responsible for the performance of such subcontractors.

16.7    Amendments.  This Agreement may be updated from time-to-time by Kajeet by its posting changes thereto on its website, provided that no such changes shall impact any pre-existing Ordering Documents. If Customer does not agree to the amended terms, Customer shall not provide Reseller with any additional Ordering Documents. Except as set forth in this Section, no modification of this Kajeet Terms of Use is authorized and no modification shall be binding on Kajeet, unless in writing and signed by an authorized officer or director of Kajeet.

16.8    Compliance with Laws. Each Party agrees to abide by all local, state, national, and international laws, and regulations applicable to such Party's performance under this Agreement, including, without limitation, all intellectual property and privacy laws.

16.9    Non-Solicitation. No member of either Party’s personnel shall during the Term of this Agreement and for one year thereafter, without the prior written consent of the other Party, solicit the employment of any employee, former employee (separated less than 6 months), or consultant or subcontractor of the other Party or hire any employee, former employee, or consultant or subcontractor of the other Party who has been involved in the negotiation, operation or performance under this Agreement or any amendment or extension thereof.

16.10  Miscellaneous Provisions. A failure or delay of either Party to this Agreement to enforce any of the provisions of this Agreement shall in no way be construed to be a waiver of such provisions. In the event that any provision of this Agreement shall be held to be invalid, the remaining provisions of this Agreement shall be unimpaired, and the invalid provisions shall be replaced by a mutually acceptable provision. The Parties agree that where the context of any provision indicates an intent that it shall survive the termination of this Agreement, then it shall so survive. This Agreement shall not create, or in any way be interpreted as a joint venture, partnership, or formal business organization of any kind. Except as set forth in this Agreement, neither Party has the right to make commitments of any kind for the other Party. Under no circumstances shall any personnel of either Party be considered to be an employee or agent of the other Party. There are no intended third-party beneficiaries of any provision of this Agreement. Damages may be an inadequate remedy in the event of a breach by either Party to this Agreement and that any such breach by either Party may cause the other Party great and irreparable injury and damage. Accordingly, both Parties agree that the Party claiming breach shall be entitled, without posting a bond or waiving any additional rights or remedies otherwise available to it at law or in equity or by statute, to injunctive and other equitable relief. This Agreement constitutes the entire understanding between the Parties concerning the subject matter hereof and supersedes all prior discussions, agreements, and representations, whether oral or written and whether or not executed by the Parties. All notices required hereunder shall be in writing and transmitted to Kajeet at its address as first set forth in this Kajeet End User License Agreement, and to Customer’s address as set forth in the applicable Ordering Document unless Customer provides Kajeet with a different address. Notices shall be effective upon the date of confirmed delivery or at such time as delivery is refused by addressee upon presentation. Email communications are acceptable methods of communication for any provision under this Agreement that requires the mutually written agreement of the Parties. The preamble hereto shall form an integral part of this Agreement. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of this Agreement or any of its provisions.

 

All capitalized terms used in this Exhibit shall be as defined in the Agreement unless such capitalized term is defined herein, in which case the meaning set forth in this Exhibit shall prevail.

Part I.    Specifications for Private Wireless Network

The Specifications for all Private Wireless Network implementations shall be as set forth in the applicable Ordering Document. In addition, the following supplemental terms for Private Wireless Network shall also govern all such Ordering Documents.

Supplemental Terms for Private Wireless Network

1.        Additional Terms.

“Completion Date” means a mutually agreed upon date by which both Parties will have completed all work on their respective side of the Demarcation Point that is necessary to provision PWN Transport for a Node.

“Demarcation Point” means the point at which Customer's network interconnects to the Private Wireless Network.

“Maintenance Window” means the hours specified in the notice for Scheduled Maintenance.

“Network Design” means the location of each Node, the location of each Hub, a description of the PWN Equipment and the associated frequency bands and technologies, and a description of the Demarcation Point for the Private Wireless Network.

“PWN Equipment” means the equipment that Kajeet will install and maintain at each Node to provide PWN Transport as detailed in the applicable Ordering Document.

“PWN Transport” means Kajeet’s transporting of Customer’s wireless communications signal over the Private Wireless Network by way of the connection from the PWN Equipment at a Node over a segment to and from a Hub using the frequency bands specified in the Network Design.

“Outage” means a complete failure or material degradation in the performance, transmission, or operation of the PWN Transport such that Customer is unable or materially limited in its ability to transmit its wireless communications signal.

“Scheduled Maintenance” means the (a) inspection of the eligible PWN Equipment, the AC & DC power plant and cables, the fiber connectors, and the RF cables; (b) inspection of mounting brackets and tightening and securing the mounting brackets, as necessary; (c) inspection and remediation of external hazards near the Node, as necessary; (d) inspection of filters and removing and replacing filters, as necessary; (e) recording results, reporting problems to appropriate parties, and tracking resolution, and (f) any other management, service and maintenance of the Nodes other than Unscheduled Maintenance.

“Underlying Rights” means any and all requirements, agreements, approvals, authorizations, restrictions and consents that are necessary to construct, install, maintain, operate, and/or repair the Private Wireless Network including, without limitation, conduit use agreements, pole attachment agreements, leases, licenses, easements, rights-of-way agreements, franchise agreements and permits but excluding building access rights.

“Unscheduled Maintenance” means (a) remote diagnostics for the eligible PWN Equipment in the event of an Outage; (b) on-site diagnostics and service for eligible PWN Equipment in the event of an Outage; and (c) removal and replacement of defective eligible PWN Equipment, subject to the applicable warranty provisions set forth in this Exhibit A.

2.       Provisioning and Ownership of PWN Equipment.

2.1    Managed Services Environment. In the case of a Managed Services Environment, Customer may purchase Hardware from Kajeet to be deployed as PWN Equipment within the Managed Services Environment (“Customer-Purchased PWN Equipment”), and\or may deploy pre-existing equipment as PWN Equipment within the Managed Services Environment (“Customer-Provided PWN Equipment”), provided that all Customer-Provided PWN Equipment is expressly listed in the applicable Ordering Document and otherwise meets the requirements for the PWN Equipment, as determined solely by Kajeet. Customer will deliver all Customer-Provided PWN Equipment to a mutually agreed upon location, at its sole risk and expense. Customer shall deliver all Customer-Provided PWN Equipment to Kajeet in a timely manner that will enable Kajeet to meet the applicable Completion Date. Customer shall retain ownership all the Customer-Purchased PWN Equipment and Customer-Provided PWN Equipment (collectively, the “Customer-Owned PWN Equipment”). If an Ordering Document designates certain Customer-Provided PWN Equipment as “Customer-Managed PWN Equipment” then such equipment (i) shall be maintained exclusively by Customer and not Kajeet; (ii) shall not be included in Scheduled Maintenance or Unscheduled Maintenance; and (iii) shall not be considered PWN Equipment.

2.2    Network as a Service Environment. In the case of a NaaS Environment, unless an Ordering Document expressly states otherwise, Kajeet shall procure and operate, at its own expense, and retain ownership of, all the PWN Equipment and no Customer-Owned PWN Equipment may be deployed within a NaaS Environment. Kajeet shall, at its own expense, arrange shipping or transportation of the necessary PWN Equipment to each Hub or Node where the equipment will be installed.

3.      Private Wireless Network Designs.  Kajeet shall not accept or be bound to honor any Ordering Documents until a mutually agreed upon Network Design has been executed between Customer and Kajeet.

4.       Construction and Installation

4.1    Completion Dates. Each Ordering Document shall include a Completion Date for each Node, which may be completed in mutually agreeable phases. The Parties shall meet on a regular basis to review construction progress, with the frequency of such meetings to be mutually agreed upon by the Parties. The Parties may mutually agree to change the Completion Date (which may be by way of email).

4.2.   Obstacle Discovery. If Kajeet discovers a concealed or unknown physical condition at a Customer's location prior to or during construction which materially alters the cost of construction of the Private Wireless Network (an “Obstacle”), Kajeet will notify Customer and advise Customer if Kajeet believes that a Change Order is needed to either revise a schedule or increase NRC. No additional work will be completed within the affected Nodes until the Obstacle is resolved via a Change Order or other mutual agreement to resolve the Obstacle. If a Change Order is not approved within thirty (30) days, either Party may cancel the affected Nodes upon notice without impacting other existing Nodes.

5.      Acceptance of Nodes. Unless an Ordering Document provides otherwise, the MRC for each Node shall begin to accrue once a Node has been Accepted by Customer. Notwithstanding the foregoing, if (a) any failure, act or omission of Customer or its employees or contractors, prevents Kajeet from completing work necessary to provision PWN Transport (“Customer Delay”), and (b) Kajeet has completed everything that can be completed on Kajeet’s side of the Demarcation Point in light of the Customer Delay, then the MRC for each Node shall begin to accrue.

6.      Limitations on Use of Private Wireless Network

6.1    Permitted Use.  Customer shall use the Private Wireless Network within a NaaS Environment only in accordance with the permitted use set forth in the applicable Ordering Document (“Permitted Use”).

6.2    Prohibited Uses.  Customer shall not: (a) within a NaaS Environment, sublease, sublicense or otherwise subcontract, resell, transfer, or share use or capacity of the Private Wireless Network with, or perform any network hosting for, any third parties; (b) use, or permit others to use, the Private Wireless Network for any unlawful purpose or in any unlawful manner.

6.3    Monitoring of Content.  Kajeet does not monitor the content of traffic transmitted over the Private Wireless Network unless required by law. Accordingly, Customer and their Subscribers shall be solely liable for the content of its communications.

6.4    Use of Devices.  Customer is responsible, at its sole risk, cost and expense, for providing devices to connect to the Private Wireless Network that are compatible with the Private Wireless Network as reasonably determined by Kajeet, in its sole discretion. Notwithstanding the foregoing, Customer may purchase Hardware from Kajeet to use as devices for use on the Private Wireless Network under the terms of this Agreement.

6.5    No Other Interest in Private Wireless Network.  Customer shall have no right or interest in any Private Wireless Network within a NaaS Environment other than the rights granted herein. However, such rights do not convey any ownership interest in the Private Wireless Network.

6.6    Physical Access Prohibited. Customer (either directly or using any contractors) shall not physically access any PWN Equipment or Node (including any Customer-Owned PWN Equipment being managed by Kajeet in a Managed Services Environment), nor access or take or encourage any action whatsoever that impacts any other portion of a Private Wireless Network, or any other equipment, fiber or cabling owned or controlled by Kajeet, wherever located, without express written authorization from Kajeet.

6.7    Subordination.  Operation of the Private Wireless Network by Kajeet is at all times subject and subordinate to, and limited by applicable laws, rules, ordinances, codes, and regulations and the Underlying Rights (collectively, the “Legal Requirements”). Customer agrees that Kajeet's ability to grant Customer access to, attach, install, construct, operate, and maintain, the Private Wireless Network, is at all times subject and subordinate to the Legal Requirements. Kajeet shall not be liable for any of its (or its contractors) acts or omissions required by the Legal Requirements that interfere with Customer’s use of a Private Wireless Network.

6.8   Termination of Rights For Failure to Comply.  Kajeet may immediately suspend or terminate the PWN Transport for the affected Node(s), without penalty, if Customer fails to comply with this Section 6.

6.9    Inclusion in Customer Agreements.  Without limiting any requirements set forth in Section 2.3 (Customer Agreements) of the Agreement, Customer shall require that its Subscribers comply with all the provisions of this Section 6 in its Customer Agreements.

7.       Maintenance

7.1    Scheduled Maintenance.  Unless specified otherwise in an Ordering Document, Kajeet shall perform Scheduled Maintenance on all PWN Equipment (excluding any Customer Managed PWN Equipment) no less frequently than once per year. Kajeet shall notify Customer at least five (5) business days prior to performing Scheduled Maintenance. Kajeet shall use commercially reasonable efforts to perform Scheduled Maintenance during the Maintenance Window and minimize the duration of any Outage, if any.

7.2    Unscheduled Maintenance.  Kajeet shall perform Unscheduled Maintenance upon receipt of a trouble report.

7.3    Cost.  Kajeet shall perform all maintenance other than Unscheduled Maintenance for the PWN Equipment, at Kajeet’s expense (subject to the applicable warranty provisions set forth in this Exhibit A), provided, however, if the need for maintenance was caused by Customer or its employees, agents, or contractors, Customer agrees to pay for such services on a time-and-materials basis at the rates set forth in the applicable Ordering Document.

8.       Private Wireless Network Warranties

8.1    Private Wireless Network as a Services Environment Warranty.  Unless specified otherwise in an applicable Ordering Document, Kajeet warrants during the Service Term for the NaaS Environment set forth in any applicable Ordering Documents, the Private Wireless Network operated under the applicable NaaS Environment be provided in accordance with (a) the applicable Service Level Agreement; and (b) the Specifications for the Private Wireless Network. Customer’s sole remedy for any claims under this Section 8.1 shall be to correct such failures at no charge to Customer.

8.2    Private Wireless Network in a Managed Services Environment Warranty.  Unless specified otherwise in an applicable Ordering Document, the following components of the Private Wireless Network operated in a Managed Services Environment are warrantied as follows:

8.2.1    Customer-Owned PWN Equipment:

(a) The Customer-Owned PWN Equipment itself (excluding Customer-Provided PWN Equipment), shall be covered under the terms of Section 12.5.1 (Manufacturers’ Warranty) of the Agreement and, to the extent that Customer elects to purchase the Kajeet Extended Warranty, the Customer-Owned PWN Equipment shall continue to be covered under the terms of Section 12.5.2 (Extended Warranties) of the Agreement. The warranty periods for Customer-Owned PWN Equipment are governed by the manufacturers’ warranties, as may be optionally extended (the “Manufacturers’ Warranty Period”) and NOT during the Service Term for Managed Services Environment.

(b) Provided that the Customer-Owned PWN Equipment is within the Manufacturers’ Warranty Period, Kajeet shall manage the diagnostics, RMA process with the Manufacturer, and reinstallation of the Customer-Owned PWN Equipment following the repair or replacement back into the Managed Services Environment.

(c) All repairs, replacement, and reinstallation of Customer-Owned PWN Equipment (including all RMA process management with the manufacturer) that occurs outside of the Manufacturers’ Warranty Period shall be solely at the expense of Customer, and if Customer requests that Kajeet provide any such services, Customer agrees to pay for such services on a time-and-materials basis at the rates set forth in the applicable Ordering Document.

8.2.2    Customer-Provided PWN Equipment:  All repairs, replacement, and reinstallation of Customer-Provided PWN Equipment (including all RMA process management with the manufacturer) at any time shall be solely at the expense of Customer, and if Customer requests that Kajeet provide any such services, Customer agrees to pay for such services on a time-and-materials basis at the rates set forth in the applicable Ordering Document.

8.2.3    Operational Services: Kajeet warrants during the Service Term for the Managed Services Environment set forth in any applicable Ordering Documents, that all responsibilities of Kajeet required to operate the Managed Services Environment (the “Operational Services”) shall be provided in accordance with the Specifications for the Private Wireless Network.

8.2.4    Sole remedy:  Customer’s sole remedy for any claims under this Section 8.2 shall be to correct such failures at no charge to Customer.

9.       Relocations

9.1    Mandated Relocation or Modification. If Kajeet is required by any underlying service provider, public authority, Legal Requirements, or lawful order or decree of a regulatory agency or court or any other reason beyond Kajeet’s reasonable control, to relocate or modify any portion of a Private Wireless Network (“Mandated Relocation”), Kajeet will provide notice to Customer thirty (30) days prior to the required relocation or modification, or as soon as practically possible, and Customer shall reimburse Reseller for the costs of the Mandated Relocation at the time and materials rate set forth in Ordering Documents.. Kajeet shall not incur liability for any Outage caused by a Mandated Relocation.

9.2    Relocation Requested or Caused by Customer. Customer may request relocation of a Node of Hub by requesting a Change Order.

10.   Removal of Equipment Upon End of Service Term. Upon termination or expiration of Service Term for Private Wireless Network within a NaaS Environment, Customer shall permit Kajeet to enter Customer’s property at each location where PWN Equipment is located to remove all PWN Equipment that is owned or controlled by Kajeet.

Part II.    Sentinel® Services Description
Sentinel® Services Description is as set forth in Ordering Documents.

Part III.   Sentinel® Portal Description
Sentinel® is the Platform underlying Kajeet’s connectivity solutions which include device management, network security, and reporting tools all in one convenient platform. The Sentinel Platform enables Subscribers to access the Internet and manages data access across multiple national carriers.

Part IV.   Specifications for Fulfillment

Fulfillment Services include forward logistics support and reverse logistics support.

Kajeet has assumed that fulfillment will be in bulk to a Customer warehouse. Within 30 days of the Effective Date of this Agreement, the Parties shall further define the fulfillment process, workflow and obligations set forth below, including, but not limited to, service delivery notification metrics.

1.    Forward Logistics performed by Kajeet for each device:

a.    Device received into inventory

b.    SIM Card (or two) assigned to device

c.    SIM Card(s) installation into device

d.    Recording of mobile router identifiers (IMEI, SN, MAC Address) and associated SIMs within the Platform

e.    Power on each device and program carrier APN

f.    Test device to ensure connectivity with primary carrier network

g.    Package device for shipment, and remove all test antennas and power supplies

h.    Scan device out of inventory

i.    Prepare shipping documents for device

j.    Deliver device for shipping to shipper approved by Customer

k.    Send Customer shipment confirmation, which will at a minimum include customer, device, and shipment information

2.    Reverse Logistics performed by Kajeet for each device:

a.    Receive device against Customer RMA

b.    Remove SIM from device - deactivate and shred

c.    Factory reset device

d.    Send Customer RMA receipt which includes components received or missing, condition of device, and device details - IMEI/OEM SN/SIM ICCID

Part V.    Specifications for Cellular Access

Specifications for Cellular Access is as set forth in Ordering Documents.

Part VI.    Specifications for Hardware

Specifications for Hardware is as set forth in Ordering Documents.

 

1.    Purpose
        This Service Level Agreement ("SLA") documents the provisioning of services required to support Customer’s use of the Covered Services (defined below) by itself and its Subscribers. This SLA outlines the parameters of all support services (“Support Services”) covered under this SLA as they are mutually understood by the Parties. The purpose of this SLA is to ensure that the proper elements and commitments are in place to provide consistent service support and delivery of the Covered Services.

2.    Definitions.  All capitalized terms used in this Exhibit shall be as defined in the Agreement Exhibit A (Service Description) unless such capitalized term is defined herein, in which case the meaning set forth in this Exhibit shall prevail.

“Agreement” means the Kajeet Terms of Use that this SLA is attached thereto.

“Available Time” means the total time in a calendar month minus Scheduled Downtime.

“Client” means Customer.

“Business Hours” Means 9:00 A.M. to 5:00 P.M. Eastern Time (ET) Monday – Friday excluding Kajeet holidays.

"Covered Services" means the Private Wireless Network and Portal (as used in connection with the Private Wireless Network). This does not include [Excluded Services].

"Downtime" means the period of time when the Covered Services are not available for use by the Client due to a Sev 1 Incident.

“Field Replacement Unit” means equipment that is available to replace equipment that is in use on the Client’s network.

“Incident” means a disruption to and\or impairment of the Covered Services and could be categorized as either a Sev1 Incident, Sev2 Incident, Sev3 Incident, or Sev4 Incident.

"Monthly Uptime Percentage" means, as a percentage, Available Time minus the total amount of Downtime in a calendar month, the difference divided by Available Time.

“Network Optimization” means configurations changes that will either fix an Incident or is needed to improve network performance or the Client’s experience.

“Network Performance Reporting” means a collection of Key Performance Indicators (KPI) that provides a view into the network that can identify issues or identify improvement opportunities.

“Onsite Field Support” means a onsite field support provided at the Client’s location by Kajeet.

“Remote Maintenance” means a maintenance task that can be completed from somewhere other than being at the network location.

"Scheduled Downtime" means those times where Kajeet notifies Client of periods of Downtime at least five (5) days prior to the commencement of such Downtime. There will be no more than six (6) hours of Scheduled Downtime per calendar month, and Scheduled Downtime will occur between midnight and 5:00am ET unless otherwise mutually agreed. Scheduled Downtime is not considered Downtime for purposes of this SLA and will not be counted towards any Downtime.

“Severity Level” means the level of severity assigned to each Incident based on the definitions of Sev1 Incident, Sev2 Incident, Sev3 Incident, and Sev4 Incident.

“Sev1 Incident” means a critical error involving a material operational impact on the Covered Services which requires immediate corrective action, regardless of time of day or day of week.

“Sev2 Incident” means a significant Covered Services issue. The scope of impact is less than a Sev1 Incident, but still requires attention even outside of Business Hours. Not all Covered Services are impacted, and Subscriber account access is available. However, a material number of Subscribers are not able to use the Covered Services in accordance with the Specifications and/or the Covered Services are performing in a degraded or inconsistent manner.

“Sev3 Incident” means sporadic or intermittent Covered Services interruptions; including degradation of the Subscribers’ experience, which should be addressed in a timely manner during normal Business Hours.

“Sev4 Incident” means an error involving minimal operational impact, which should be addressed in a timely manner during normal Business Hours.

“Specifications” means the Specifications for the Covered Services as defined in the Agreement.

3.    Covered Services System Availability

       During the Service Term for the Covered Services (as defined in the applicable Ordering Documents), Kajeet will make commercially reasonable efforts to ensure that the Monthly Uptime Percentage for the Covered Services will be at least 99.95% of the Available Time in all calendar months (the "SLA Objective").

4.    Kajeet Support Requirements

       The following outlines the support service level parameters provided by Kajeet in fulfilling its Support Services requirements under this SLA.

4.1    Kajeet NOC and Kajeet Service Desk. Kajeet shall operate and maintain a Network Operations Center (“Kajeet NOC”) staffed twenty-four (24) hours a day, (7) seven days a week, by technically trained and qualified personnel, and the Kajeet Service Desk (“KSD”) staffed twenty-four (24) hours a day, (7) seven days a week, by trained and qualified personnel to assess the Incident, determine Severity Levels, and route Incident reports appropriately.

4.2.    Contacting Kajeet.

4.2.1    For Sentinel Sev1 or Sev 2 Incidents or all Managed Services Environment Incidents or Network as a Service Environment Incidents, Client shall contact the Kajeet NOC twenty-four (24) hours a day, (7) seven days a week using one of the following methods:

• By Phone Call: (844) 209-2284 (Client to Kajeet NOC Support)

• By Email: KSD@kajeet.com

• By Trouble Tickets: Kajeet will provide Client personnel with a login for Kajeet’s Service Desk instance for the purpose of opening tickets located at kajeet.service-now.com/csm.

4.2.2.   For other Support Services related to Sentinel, Client shall contact Kajeet Support using one of the following methods:

• By Phone Call: 877-352-5338

• By Email: Support@kajeet.com

• By Ticket: Kajeet will provide Client personnel with a login for Kajeet Sentinel where a “Submit A Case” link will be available.

4.3    Trouble Ticketing. Upon becoming aware of an Incident or upon receipt of a communication from Client of an Incident, Kajeet will open a trouble ticket to document the Incident and the resolution process.

4.4    Contacting Client. For any Incidents first detected by Kajeet, Kajeet will notify the Client contact set forth in Section 11 (Client Contact Information).

4.5    Severity Level Determination. Upon becoming aware of an Incident or upon receipt of a communication from Client of an Incident, Kajeet shall determine the Severity Level of the Incident in accordance with the definitions of a Sev1 Incident, Sev2 Incident or Sev3 Incident as set forth herein and in consultation with the Client.

4.6    Response Times. Kajeet will determine a Severity Level and provide acknowledgement to Client and commence triage of Incidents within the following time frames:

Case Priority	NOC Alarm / Event / Incident Acknowledgement	Restoration±±
Sev1 Incident - Critical	0 - 15 min	4 Hrs
Sev2 Incident - High	0 - 30 min	8 Hrs
Sev3 Incident - Medium	0 - 1 business day	5 business days
Sev4 Incident - Low	0 - 2 business days	Based on release roadmap

Notes:

±:     The SLA table defines the Response Time from the time of the alert to the time the NOC technicians begins work on the incident. Restoration time is the time from event impact to restoration of services.

±±:   For Managed Services Environment Incidents or Network as a Service Environment Incidents requiring Onsite Field Support, Restoration times relate to when a technician is on-site

4.7     Availability of Support Services.

4.7.1    Kajeet Tier 1 Support. Kajeet Tier 1 personnel will be on duty 24 hours a day, seven days a week, including all Kajeet holidays.   Tier 1 personnel will triage an Incident and attempt to resolve. Tier 1 personnel will escalate to Tier 2 in the event they are unable to resolve an issue.

4.7.2    Kajeet Tier 2 Support. Kajeet shall provide trained personnel for purposes of providing Tier 2 Support for the Covered Services. All escalations to Kajeet’s Tier 2 must originate with Kajeet’s Tier 1 team. Kajeet Tier 2 personnel are on duty during Business Hours, and are on-call to resolve open Sev1 Incidents and Sev2 Incidents.

4.7.3    Subscriber Support. Unless specified otherwise in an Ordering Document, Client shall have the sole responsibility for handling support calls or emails directly from Subscribers. If requested by the Client, the Kajeet NOC will join the support bridge conference call, and engage in the triage of the Incident.   If the resolution of the Incident requires a change in the Covered Services, Kajeet will open a development ticket.

5.    Kajeet Operational Response Times For Sentinel

5.1    Account Creation. Kajeet will create a new Client sub-account within two (2) business days of the receipt of a valid order/request from Client. This SLA is subject to Client providing all the necessary information for account creation in the order\request.

5.2    SIM Order Processing. Kajeet will ship Orders for SIM cards within two (2) business days of the receipt of a valid Orders from Client. Nothing herein shall require Kajeet to accelerate delivery (i.e. expedited shipping, overtime hours, etc.) to achieve this SLA.

5.3    Account Modification. Kajeet will modify an existing Client sub-account within two (2) business days of the receipt of a valid order\request from Client. This SLA is subject to Client providing all the necessary information for account modification in the order\request.

6.    Client Responsibilities. Client has the following general responsibilities under this SLA. The Client shall:

6.1.1    Promptly notify Kajeet of any Incidents;

6.1.2    Provide reasonable cooperation and assistance to Kajeet to enable Kajeet to duplicate the Incident; and

6.1.3    Meet with Kajeet from time to time to discuss ways to improve the Support Services provided under this SLA.

7.    Support Services Assumptions

       In addition to the Client responsibilities set forth in Section 6 (Client Responsibilities), in order to provide the Support Services, the following assumptions and prerequisites must be adhered to.

7.1    Client must report Incidents to Kajeet by one of the mechanisms described in Section 4.2 (Contacting Kajeet).

7.2    Client must first attempt to resolve an Incident, and if unsuccessful in resolving the Incident, Client must provide detailed information about the Incident to Kajeet. The following information is required when reporting an Incident to the KSD team:

a)    Assigned Severity: Initial classification of the Severity Level as suggested by the Client

b)    Submitter & Organization: The person reporting the Incident and their organization

c)    Date Event Reported: Date the Incident was reported

d)    Time Event Reported: Time the Incident was reported

e)    Event Name: The Alarm name or short description of reported Incident

f)    Event Detail : All available details on the Incident

g)    Service Impact: Impact of the Incident to the Covered Services

h)    Event Source (email, Phone etc): How the Incident was received

i)    Actions taken prior to Escalation: All troubleshooting steps should be listed

j)    Customer Details (if applicable): If Client impact, examples are needed

8. Tiered Support Options. Kajeet shall provide one of the following type of support options based on the support tier indicated in the applicable Ordering Document for the Managed Services Environment and\or the Network as a Service Environment. All PWN Equipment shall be repaired or replaced in accordance with the Private Wireless Network Warranties detailed in Exhibit A (Service Description). All times listed are Eastern Time.

8.1    Bronze Tier.  Clients who have elected Bronze Tier shall be entitled to the follow support: Help desk is available Monday – Friday 8:00am – 8:00pm; Onsite Field Support shall be provided within 12 hours from dispatch Monday through Friday 8:00am-8:00pm; Field Replacement Units shall be shipped the next business day, subject to the Private Wireless Network Warranties; and Remote network management shall be performed by Kajeet on all PWN Equipment.

8.2    Silver Tier.  Clients who have elected Silver Tier shall be entitled to the follow support: Enhanced Help desk is available 7x24x365; Onsite Field Support shall be provided within 8 hours from dispatch Monday through Friday 8:00am-8:00pm; Field Replacement Units shall be shipped the next business day, subject to the Private Wireless Network Warranties; Remote network management shall be performed by Kajeet on all PWN Equipment; and Network Performance Reporting package.

8.3     Gold Tier.  Clients who have elected Gold Tier shall be entitled to the follow support: Enhanced Help desk is available 7x24x365; Onsite Field Support shall be provided within 4 hours from dispatch 7x24x365; Field Replacement Units shall be onsite, subject to the Private Wireless Network Warranties; Remote network management shall be performed by Kajeet on all PWN Equipment; Network Performance Reporting package; customized dashboards; and remote configuration management.

9.    Exclusions

        This SLA does not apply to (a) any Services other than the Covered Services; or (b) any Services who service description expressly excludes coverage under this SLA.

10.    Kajeet Contact Information

        The Kajeet contact information for all matters under this SLA shall be directed to:

        Kajeet Escalation Matrix for Managed Services Environment and\or Network as a Service Environment

Escalation Level	Position	Name	Email	Mobile Phone
Initial	Technical Lead		KSD@kajeet.com	844 209 2284
Level 1	Director of Operations	Mark McDonald	mmcdonald@kajeet.com	703 675 1319
Level 2	Vice President	Darrell Miller	dmiller@kajeet.com	703 930 9635
Level 3	SVP of Operations	Derrick Frost	dfrost@kajeet.com	703 244 5148

 

Kajeet Escalation Matrix for Sentinel

Escalation Level	Position	Name	Email	Mobile Phone
Initial	Technical Lead	Kajeet Support	Support@kajeet.com	877-532-5338
Level 1	Sr Mgr Customer Support	Phil Lazzaro	plazzaro@kajeet.com	240-482-5316
Level 2	Vice President of Service Management	Darrell Miller	dmiller@kajeet.com	703 930 9635
Level 3	SVP of Operations	Derrick Frost	dfrost@kajeet.com	703 244 5148

 

11.     Client Contact Information

          The Client contact information for all matters under this SLA shall initially be directed to the Points of contact set forth on Ordering Documents.

 

– End of Exhibit –

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