STATUS AND OBLIGATION OF CUSTOMER:

Customer expressly acknowledges that STANZA SYSTEMS has entered into long-term agreement(s) with underlying wireless services carriers (“Underlying Carriers”) in its primary markets. Under the terms of these agreements, STANZA SYSTEMS purchases wireless services and resells these services in conjunction with approved applications. Customer agrees to be bound by the following general terms:

1. Required Disclosures. Customer acknowledges and agrees to the following and also agrees that it will disclose the same provisions to its Subscribers:
   1. Customer has no contractual relationship with the Underlying Carrier and the Customer is not a third party beneficiary of any agreement between STANZA SYSTEMS and the Underlying Carrier. Customer expressly understands and agrees that the Underlying Carrier shall have no legal, equitable, or other liability of any kind to the Customer. In any event, regardless of the form of the action, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, Customer’s exclusive remedy for claims arising in any way in connection with this Agreement, for any cause whatsoever, including but not limited to any failure or disruption of service provided hereunder, is limited to payment of damages in an amount not to exceed the amount paid by the Customer for the services during the two (2) month period preceding the date the claim arose.
   2. Customer shall indemnify and hold harmless the Underlying Carrier and its officers, employees, and agents against any and all claims, including without limitation claims for libel, slander, or any property damage, personal injury or death, arising in any way, directly or indirectly, in connection with this Agreement or the use, failure to use, or inability to use the Services except where the claims result from the Underlying Carrier’s gross negligence or willful misconduct. This indemnity shall survive the termination of the Agreement.
   3. Customer has property interest in any number assigned to it, and understands that any such number can be changed from time to time.
   4. Customer understands that STANZA SYSTEMS and the Underlying Carrier cannot guaranty the security of wireless transmissions, and will not be liable for any lack of security relating to the use of the Services.
2. Additional Disclosure to Subscribers : The Service is for Subscriber’s use only and Subscriber may not resell the Services to any other party.
3. Limitations on Service. Customer understands and acknowledges that the Service is made available only within the operating range of the Network. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, and other causes reasonably outside of the Underlying Carrier’s control; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. Connections may be “dropped” (i.e., involuntarily disconnected) for a variety of reasons, including, without limitation, atmospheric conditions, topography, weak batteries, system overcapacity, movement outside a service area or gaps in coverage within a service area. Neither STANZA SYSTEMS nor the Underlying Carrier shall incur any liability for the failure to provide adequate services hereunder. Neither STANZA SYSTEMS nor the Underlying Carrier makes any warranties or representations as to the availability or quality of roaming service provided by other wireless carriers, where available, and neither STANZA SYSTEMS nor the Underlying Carrier shall have any liability whatsoever for any errors, outages, or failures of roaming services provided by other wireless carriers.
4. Approved Devices. Customer is only authorized to use SIMs with the Service that it purchases from STANZA SYSTEMS. Such SIMs may also only be used with wireless devices approved by Underlying Carrier (“Approved Devices”).
5. SIM Prohibitions. Customer must not:
   1. Insert the SIMs into devices bearing an Underlying Carrier mark, or purchased from Underlying Carrier that has been packaged with an Underlying Carrier SIM;
   2. sell or convey in any manner SIMs, whether separately or together with an Approved Devices, to any individual or entity other than the expected Subscriber of that SIM and device; or
   3. program, reprogram, or tamper with the SIMs in any manner.
6. Fraudulent Use. Services to a SIM may be restricted or cancelled if there is a reasonable suspicion of abuse or fraudulent use. Customer agrees to make good faith efforts to minimize abuse or fraudulent use, to promptly report to STANZA SYSTEMS any such abuse or fraudulent use of which Customer becomes aware, and to cooperate in any investigation or prosecution. Abuse and fraudulent use of Services include, but are not limited to:
   1. attempting or assisting another to access, alter, or interfere with the communications of and/or information about another wireless customer
   2. tampering with or making an unauthorized connection to the Underlying Carrier Network;
   3. installing any amplifiers, enhancers, repeaters, or other devices that modify the radio frequencies used to provide the Service;
   4. subscription fraud;
   5. using Service in such a manner so as to interfere unreasonably with the use of Service by one or more other wireless customers or End Users or to interfere unreasonably with STANZA SYSTEMS’ or the Underlying Carrier’s ability to provide Service;
   6. using Services to convey obscene, salacious, or unlawful information;
   7. using Services without permission on a stolen or lost device;
   8. unauthorized access.
7. Termination. This Customer’s Agreement will terminate immediately if Underlying Carrier notifies STANZA SYSTEMS, in Underlying Carrier’s sole discretion, that the Approved Customer is no longer approved. Thereafter, among other things, Customer must immediately stop using Underlying Carrier’s wireless service.
8. Miscellaneous. The validity, construction, and performance of the Agreement shall be governed by and interpreted in accordance with the laws of the United States, State of New York. CUSTOMER will comply with all applicable laws, rules and regulations in connection with the Agreement. Underlying Carrier is a third party beneficiary of this Agreement, and may take any equitable or legal action required to enforce its provisions and the terms and conditions of this Agreement.
9. Use of Marks. Customer will not use any of the Underlying Carrier’s Trademarks, Service Marks, name, logos or other intellectual property (“Marks”) without the consent of the Underlying Carrier with regard to Customer’s specific use of the Underlying Carrier’s Marks. The Underlying Carrier’s consent to allow STANZA SYSTEMS to use such Marks may not be considered consent for Customer to use such Marks unless Customer is specifically mentioned.

Services and Network

STANZA SYSTEMS will be entitled at any time to modify, expand, improve, test, maintain or repair the System and to suspend providing the access to the System for such purposes as described in this Schedule A of the Agreement.

Telephone Numbers

Telephone numbers are provided for all wireless attached devices, for billing and network administration purposes. For M2M applications, the telephone number is a non dial-able, non routable number and is not visible to the Subscriber.

Customer has no right of ownership to the telephone numbers, which are a limited public resource. STANZA SYSTEMS reserves the right to transfer or change telephone numbers, when, in its discretion exercised in a reasonable manner, it determines that such transfer or change is necessary in the conduct of its business, or when a change is required by a regulatory authority or by industry agreement concerning the administration and assignment of telephone numbers, including number portability. Customer shall use the telephone numbers provided by STANZA SYSTEMS only for the provision of Services to Subscribers in accordance with the terms of this Agreement.

In the event that STANZA SYSTEMS cannot obtain a sufficient quantity of telephone numbers and an allocation is required in any coverage area, STANZA SYSTEMS may allocate telephone numbers on a pro rata basis among its customers and STANZA SYSTEMS’ service providers based on the relative number of subscribers across all coverage areas. STANZA SYSTEMS may also withdraw from a Customer any telephone number made available to Customer which remains unused or is unassigned for any reason for a continuous period of three (3) months, subject to a ten (10) day prior notice, and allocate it in the same manner as above without any liability. STANZA SYSTEMS will endeavor to keep telephone number changes to a minimum. STANZA SYSTEMS shall provide Customer with written notice of any intended change reasonably in advance of making any such change.

GPRS Network Services

General Packet Radio Service (GPRS) is a non-voice value-added service that enables Subscribers to send and receive data by utilizing a packet-switched network, which is overlaid with the existing GSM air interface.

GPRS Related services

Access Point Names (APN)

Customer will be given access to one (or more) defined STANZA SYSTEMS partner’s APNs, as defined by market and in the Network Services Guidelines, which must be used at all times.

Authentication

Authentication may be required in addition to the regular authentication mechanism already provided by the GSM network (i.e., the IMSI).

IP addresses

Dynamic private IP addresses only are supported.

DNS

The Domain Name Server (DNS) is used to resolve Internet Names (FQDNs – Fully Qualified Domain Names) into routable IP addresses.

IP Routing

The GPRS network and IP backbone are configured to route all IP packets to, and from the mobile subscribers. IP connections can be established with Internet remote hosts or to service nodes within the network.

SMS Network Services

A device will have the capability to send (i.e. originate) alphanumeric messages. The System will acknowledge receipt of a message and then attempt to deliver the message to the designated recipient. End to end acknowledgment can be made available upon special request, (i.e. the sender receiving a confirmation that the designated recipient received the message) but may be limited due to certain limitations within the device or proper SMPP protocol utilization.

An active telephone number is used to reference the device for SMS Services. Device-to-Device, SMPP Short Code and SMPP Virtual Number communications are available.

SMPP Connectivity

The protocol required to access the SMS-C environment is SMPP (version 3.4). Physical interconnection to the SMS-C environment can be via VPN or regular Internet.

Under this configuration, access to the Short Message Service Center (SMS-C) environment will be given to the customer via an agreed upon gateway, which will interface with Customer’s application server. It handles the SMS messages delivered to or, submitted from, the subscribing device.

Services are defined as follows:

1. SMS Mobile Originate (SMS MO) - SMS (MO) can be sent using either a remote application server to exchange short messages with subscribers on the System or utilizing Short Message Service (SMS) to exchange messages from device to device.
2. SMS Mobile Terminate (SMS MT) - SMS (MT) can be either to a remote application server or a GSM device.
3. Short Codes - Short Codes are typically six digit routing numbers that are used to identify a specific application for the purpose of routing and billing. Short Codes can be provisioned upon special request provided there is sufficient lead-time. Restrictions on the number or Short Codes provisioned may apply subject to availability.
4. Virtual Number – Virtual Numbers are provisioned 10-digit numbers dedicated to each STANZA SYSTEMS account, used to identify a specific application or route. Virtual number connections provide 2-way communication to/from third party (non-STANZA SYSTEMS) PCS networks worldwide.

Usage Services for Customer Billing

If contracted, STANZA SYSTEMS will provide Customer with a detailed monthly usage file in a STANZA SYSTEMS standard electronic file format, inclusive of account activity by Subscriber.

SIM Card Activation

Customer will activate their device by utilizing the Diversenet.Net web portal. Should Customer elect to activate manually, this can be done by calling STANZA SYSTEMS Customer Services during normal business hours. Activations will normally be completed within 4 Business Hours of request. There may be an additional charge for this service.

SIM Card Deactivation

STANZA SYSTEMS will deactivate individual SIM cards where STANZA SYSTEMS or its partners suspects fraudulent use, misuse, loss or theft of a SIM card. Customer deactivation of SIM cards may be completed via the Diversenet.Net portal or by phone directly during normal business hours, or to STANZA SYSTEMS Technical Support line outside of STANZA SYSTEMS operating hours. All requests made during Business Hours will be completed within 2 Business Hours.

Interconnection and Interface

Customer will establish and use suitable Computer Systems and related processes and procedures to interface with STANZA SYSTEMS computer systems,which are satisfactory in both form and function to STANZA SYSTEMS at its own cost and expense.

Virtual Number – Virtual Numbers are provisioned 10-digit numbers dedicated to each STANZA SYSTEMS account, used to identify a specific application or route. Virtual number connections provide 2-way communication to/from third party (non-STANZA SYSTEMS) PCS networks worldwide. If Customer does not comply with the foregoing requirements, and such non-compliance threatens to interfere with the operation of the STANZA SYSTEMSSystem, including computer systems, STANZA SYSTEMS will (where practical) notify the Customer in writing that temporary discontinuance of access by theCustomer to the System may be required. When prior notice is not practical, STANZA SYSTEMS may temporarily discontinue such access, without notifying the Customer. In cases of such temporary discontinuance, the Customer will be notified verbally and in writing as soon as possible after the temporary discontinuance and afforded the opportunity to correct the situation. The System may be interconnected with other communications networks. The use of such communications networks by the Customer as part of its access to the System is subject to the applicable terms and conditions of STANZA SYSTEMS’s contractual arrangements for such interconnection to the System(s).

Coverage

The coverage provided by STANZA SYSTEMS is defined by the service areas of its Network Operator partners in North America and International markets and can be determined by going to STANZA SYSTEMS Diversenet.Net Web Portal.

The Services provided internationally to the Customer are made available through Roaming agreements with other Network Operators. STANZA SYSTEMS and its partners provide support through more than 270 roaming partners, which may change without prior notice.

COMMERCIAL PRICING INFORMATION AND EXPLANATORY GUIDELINES

All pricing plans offered for the Diversenet.net data service include a carrier System Access Fee (SAF) and a fee for GPRS airtime service. Data services are billed on a month-to-month basis and may be cancelled at anytime. Bandwidth usage is not pro-rated for partial billing periods as the entire allocated bandwidth may be consumed at any point within that billing period.

The current billing period for devices runs from the 24th – 23rd.

Device service plans may be changed at anytime, but will not take effect until the next billing period.

Overage Charges

Each service plan contains some amount of GPRS usage. Once that prepaid amount has been reached, the device is charged for any overages. Overages will be aggregated across all customer devices for a billing period and will then be rounded up to the nearest one (1) megabyte.

Service Refunds

Service airtime fees are charged on a monthly basis and will not be refunded. Service may be cancelled at anytime. Service cancellation will go into effect at the end of the current billing cycle.

Airtime Fees (SMS Services)

The Customer is charged for a) total pooled SMS usage for each market (i.e. the US is considered one market) in which they operate, and there is no requirement for this to be associated with individual, identifiable SIMs in use or b) Per SIM on a usage bundle basis, where The Customer has purchased a fixed amount of pre-subscribed usage on a per SIM basis, and any usage above the pre-subscribed amount is charged as a standard SMS message.

Messages will be charged for all Mobile Originate and Mobile Terminate. In the event of dispute, STANZA SYSTEMS CDR (Call Details Records) will be deemed accurate.

ADDITIONAL CHARGES

Applicable State/Provincial, Federal taxes and Regulatory Fees.

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