Services Terms of Use

1. 1. 1.1.   Parties. The words “Aeris” or “Company” shall mean Aeris Communications, Inc., a Delaware corporation which is the owner and operator of the Aeris Services. Where the relevant Services Agreement into which these Terms are incorporated is executed by an Aeris Affiliated company, then “Aeris” or “Company” shall refer only to such Aeris Affiliated company. The word “Customer” means the legal entity that has agreed to a Services Agreement. The words “party” or “parties” refer to Aeris and Customer.
   2. 1.2.   Definitions. In these Terms, the following words have the meanings given to them:

Acceptable Use Policy means the rules governing use of the Aeris Sites and Aeris Services, the current version of which is available at https://www.aeris.com/legal/acceptable-use-policy/.

Account means any account established by or for Customer to access any Aeris Services and/ or to manage Devices.

Account User means any individual or entity that, directly or indirectly through another user, accesses Customer’s Account.

Account Data means information about Customer necessary to establish and maintain an Account with Aeris, including the name of the contracting entity, the Aeris Services selected, account number, contact information (name, address, email address and mobile phone number for Customer’s Account Users) and the like. Account Data also includes information about activity conducted under or in association with Customer’s account, including billing and payment data, Device usage or activity information, actions taken with respect to the account, use of support services, and the like.

Activated Device means a Customer’s and/or its End User’s Devices that are in an active billing state (as clarified in the Billing and Purchase Terms) using a SIM to utilize the Wireless Services.

Aeris Data Processing Terms means the terms applicable to Aeris’ processing of Personal Data as part of the Aeris Services, as available here: http://www.aeris.com/legal/dpa.

Aeris Network means the switching centers operated by or for Aeris for routing of Customer Data, SMS and (where applicable) voice traffic used by Aeris for carrying such traffic to and from Devices.

Aeris Platform means the Aeris computing resources that receive Device data and host the Aeris Services, including any Web Portal.

Aeris Services means any services provided by Aeris and to which these Terms are incorporated, including without limitation Wireless Services, Support Services, Web Services and Security Services.

Aeris Sites means the main Aeris website at https://www.aeris.com and any Web Portal provided by Aeris for Customer or End User interaction with the Aeris Services.

Affiliate means any entity that controls, is controlled by, or is under common control with a party, where “control” means the power to direct or cause the direction of management and policies of an entity, either directly or indirectly, whether through direct or indirect ownership, voting rights, contract or otherwise.

APIs means the application programming interfaces that allow communication between Customer’s computing facilities or Devices and the Aeris Platform and Aeris Services.

API Keys means any keys issued to or generated by Customer as permitted for access to an Account or for use of Aeris Services.

Application Data means all data, including SMS or voice traffic information that is exchanged between Devices and the Customer Facilities for use by Customer Applications and which is transported across the Aeris Network through the use of the Aeris Services. For the avoidance of doubt, Application Data shall not include any Aeris-Owned Data, as defined below.

Commercial Particulars means the commercial information specified in the relevant Services Agreement.

Confidential Information means all confidential or proprietary information of a business or technical nature exchanged between the parties, however recorded or preserved, which has clearly been identified as confidential or which by its nature or the circumstances of its disclosure should reasonably be understood to be proprietary and held in confidence, including, without limitation, product and service plans and information, marketing, sales and pricing data and plans, operational and financial information and Customer Data to the extent that it contains any of the foregoing.

Contract Year means each subsequent twelve (12) month period from the Effective Date of a Services Agreement.

Customer Application means any software or firmware program not provided by Aeris and used by Customer or any other party that accesses the Aeris Services.

Customer Data means Application Data and any other owned by Customer that is processed by Aeris Services or stored at the Aeris Platform.

Customer Services means the services, including Customer Applications, provided by Customer to its customers or End Users, that rely on, or incorporate, any Aeris Service.

Data means all data that is generated, collected, used and/or transmitted between the Aeris Platform, Aeris Services or other Data Facilities, and Customer’s Systems and Data Facilities, any Device and, as applicable, any Service Provider in connection with operation of Customer Application. Data is further subcategorized as described herein, including without limitation, Account Data, Application Data, End User Data, Personal Data, Service Data, and Device Data.

Data Band means, as specified in the Commercial Particulars, the upper limit of permitted average monthly data usage by each Activated Device across a Contract Year.

Data Banding Fee means the fee attributed to a specific Data Band on a per Activated Device basis, as provided in the Commercial Particulars.

Data Facilities means the data interface, handling or storage facilities used by a party for receipt, processing or storage of data in connection with the provision or use of Aeris Services.

Device means any hardware or virtual device (including radio module, telematics unit, telephone, physical or virtual SIM Card, or device containing a SIM Card) for use with the Aeris Services.

Device Data means static data about any Device or associated equipment that uses Aeris Services, including information for purposes of identifying the Device, such as model or serial number, identification number, IMSI, MSISDN or ICCID associated with any Device or Equipment or any SIM Card installed in a Device.

Dispute means any disagreement between the parties relating to their contractual relationship under a Services Agreement or to the validity, interpretation, execution, or termination of a Services Agreement or to compliance with any applicable policies.

Documentation means all of the information and materials provided or made available to Customer by Aeris, including on a Web Portal or other Aeris Site, about Aeris Services and the Requirements, including developer guides, getting started guides, user guides, quick reference guides, sample code and tools, software libraries, command line tools, API guides instructions, support and troubleshooting guidelines and other technical and operations manuals and specifications for the operation of the Aeris Services, as may be updated by Aeris from time to time.

End User means the authorized employees, subcontractors, customers, vendors and distributors of Customer, or its customers, including Account Users, who will operate any Device or interact with any Aeris Service either directly, or through Customer Services.

End User Data means any Personal Data of an End User of a Device or Customer Service.

Intellectual Property means patents, patent applications, copyrights, trade secrets, trademarks and any other rights of a proprietary nature, existing anywhere in the world, whether registered or registrable or not, and including all derivative works thereof.

Intellectual Property Rights shall mean all intellectual property rights of any description including but not limited to patents, copyrights, design rights (registered or unregistered), trademarks (registered and unregistered), database rights, moral rights, know how, trade secrets and rights in respect of confidential information, and including (where applicable) applications for, and the right to apply for, any of the foregoing.

Malicious Code means any virus, worm, trojan, time bomb, ransomware or other disabling or harmful code, file or program intended to interfere with the operation of computer systems or to alter, delete or interfere with access to data.

Number means any mobile identification number (MIN), International Mobile Subscriber Identity (IMSI) number or other identification number assigned to a SIM or Device by a Wireless Provider Partner for purposes of enabling the Device to use Aeris Services. Personal Data means any information relating to an identified or identifiable natural person (data subject); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Product Terms means any other terms and conditions referenced in a Services Agreement and which apply to particular Aeris Services.

Representative means the directors, employees, agents, contractors, representatives, advisors or personnel of a party or its Affiliates who are authorized by a party, or who have apparent authority to act on behalf of a party, to take action on its behalf relating to the Aeris Services or the contractual relationship between the parties.

Service Providers means the subcontractors or other third parties who provide services in connection with the provision of Aeris Services, including Wireless Provider Partners, call centres, third-party support personnel, and cloud storage providers.

Service Data means (i) all data that identifies the Aeris Services used by a Device (including rate or pricing plan to which a Device is assigned), (ii) data generated by, or relating to, a Device or associated equipment where such data is generated dynamically in the course of Aeris Services (including location data, recorded events, error codes), and (iii) metadata relating to the wireless transmission of data from a Device (including originating and receiving Device ID, time stamps, type of transmission (voice, packet data, SMS and size/length), coordinates of delivery location, and identify of the wireless service provider that carries the relevant data traffic). For the avoidance of doubt, any data considered to be End User Data shall not be considered Service Data.

Services Agreement means any agreement, to which these Terms are incorporated, between Customer and Aeris that governs Customer’s use of, and payment for, the applicable Aeris Services.

Security Standards means the standards applicable to Aeris as provided at: https://www.aeris.com/trust-center/security-standards-for-customer-data/, as updated from time to time at Aeris’s sole discretion.

SIM Card means a physical subscriber identity module chip or virtual SIM supplied or approved by Aeris to enable Devices to access Wireless Services.

Standard Billing and Purchase Terms means the terms, as updated from time to time, the current version of which is available at https://www.aeris.com/legal/billing-and-purchase-terms/ and which are applicable to rating and billing of Aeris Services.

Statement of Work means a written agreement between Customer and Aeris for additional services beyond the existing Aeris Services provided in a Services Agreement and that details the scope, deliverables, timetable, ownership of Intellectual Property, and fees.

Support Policies means the policies available at the Aeris site at https://www.aeris.com/legal/support/ describing the Support Services available to users of Aeris Services.

Support Services means any services that are provided by Aeris to Customer under any Services Agreement (or other agreement) for support of the Aeris Services.

Threat Profile Data means any data or metadata related to malware, spyware, viruses, worms, or any other actual or potential information or device security threats or compromises, malicious or harmful code, files or destinations, known or suspected threat actors, URLs, DNS data or commands, processes, and techniques collected, acquired or discovered by Aeris while providing, maintaining, improving, developing, and/or analyzing the Aeris Services but excluding Customer Data or any Personal Data .

VPN means a secure link to the Aeris Services from Customer Data Facilities for exchange of Application Data.

Web Portal means any web-based portal or dashboard for interacting with Aeris in connection with Customer’s use or potential use of Aeris Services, including such activities as establishing an Account, signing up for Aeris Services, viewing Documentation, and accessing Aeris Services, including managing Devices and setting Device alerts, viewing Device or Application Data, viewing Device activity and billing information, and using other features of the Aeris Services.

Web Services means the means (i) the API-based services for managing or monitoring Devices and activity or for routing Application Data and which leverage the Aeris Platform, and/or (ii) the services available at Aeris Sites and through any Web Portal.

Wireless Network means the different types of cellular or other wireless third-party services made available by Aeris (e.g., CDMA, GSM, 4G LTE, 5G or Wi-Fi) together with the Aeris Network in specific geographic areas to provide Wireless Services.

Wireless Provider Partners means the wireless telecommunications or data service providers whose Wireless Networks are used in the provision of Wireless Services or to carry Customer Data, and which are contracted by Aeris to provide Wireless Services.

Wireless Services means the cellular and internet-based services provided by Aeris on the Aeris Network to enable the transmission of data and where applicable, SMS and voice, between Devices and Customer Facilities or third-party application servers., including, but not limited to, cellular connectivity services, used to enable the transmission of Customer Data between Customer’s facilities or Customer’s or Customer’s End Users’ Devices on the one hand and the Aeris Platform on the other hand.

1. 3.1.   Access and Use. Subject to Customer’s and its End Users compliance with these Terms, Aeris hereby grants Customer and its End Users a limited, non-exclusive, revokable, non-transferable, non-sublicensable right to access and use the Aeris Services during the Subscription Term, but only for Customer’s own internal business purposes and use and not for re-sale.
2. 3.2.   Documentation License. Aeris hereby grants to Customer a limited, non-exclusive, revokable, non-transferable, non-sublicensable license to use the Documentation during the Subscription Term solely for Customer’s internal use in connection with the Aeris Services.
3. 3.3.   Integration with Customer Services. Customer is solely responsible for integrating and configuring Customer Services with the Aeris Services, and for marketing, packaging, selling, shipping (except for SIM shipments which shall be governed by the applicable terms of the Standard Billing and Purchase Terms and supporting (except for Level 2 support specified in these Terms) all Customer Services.
4. 3.4.   Reservation of Rights. Nothing in this Terms grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Aeris Services, the Aeris Network, the Aeris Platform or the Documentation. All right, title and interest in and to the Aeris Services, the Aeris Network, the Aeris Platform and the Documentation are and shall remain owned by Aeris. All rights not expressly granted are reserved by Aeris.

1. 4.1.   Included Support. Customer will, at no additional charge, be entitled to Aeris Level 2 support for use of the Aeris Services at the most basic level provided as described in the Support Policies.
2. 4.2.   Optional Support. Customer may purchase an enhanced level of support on terms to be provided and agreed.

1. 5.1.   Right to Make Changes. Except as provided below and excluding coverage, plan and rate changes addressed in Section 5.2 below, Aeris may make changes to its Aeris Services and Aeris Platform and to these Terms, in each case without Customer’s approval and in its sole discretion, including, but not limited to, changes to the standard terms and policies applying to the Aeris Services, such as the Standard Billing and Purchase Terms, the Acceptable Use Policy, the Support Policies, the Product Terms and the Aeris Data Processing Terms. In the event Customer demonstrates in writing that such changes (a) materially increase Customer’s total costs of receiving the Aeris Services during any guaranteed term of a Services Agreement, but excluding changes due to plan or rate increases, (b) requires Customer or its customers or End Users to make any material changes to its or their systems, software, equipment or Devices, policies or procedures, but excluding changes to software, firmware or settings of deployed Devices through over-the-air campaigns, (c) have a material adverse impact on the functionality, interoperability, performance, reliability, security or resource efficiency of any of the Aeris Services, or (d) materially reduce the scope of the Aeris Services, then such changes will be treated as a proposed amendment of such terms or the applicable Services Agreement and Customer’s continued use of the products or Aeris Services after a revised set of terms has been posted constitutes Customer’s acceptance of such revised terms Aeris will publicize any changes by either a notice given to Customer by email to the designated account representative or by a prominent announcement on the Aeris Sites unless such changes fall within the descriptions in (a) through (d) above, in which case Aeris will give written notice to Customer as provided in these Terms. Any such changes will take effect on the earlier of 30 days after posting on the Aeris Site or other notice to Customer.
2. 5.2.   Changes to Coverage. A coverage database with more detailed information about coverage for each Wireless Network is located at the Web Portal. Aeris may update this database from time to time to reflect any changes in coverage affecting Wireless Services communicated to Aeris by Wireless Provider Partners. Aeris and its Wireless Provider Partners may modify the carriers on whom roaming is permitted, which may result in loss of coverage for certain countries or geographic areas or may increase the cost of receiving Wireless Services; any such increases shall be permitted notwithstanding Section 5.1 and Aeris will provide notice as set forth in Section 5.1. Notwithstanding anything to the contrary in these Terms, Aeris reserves the right to terminate coverage in certain countries or specific geographic areas if (i) Aeris or its Wireless Provider Partners loses access to roaming partners in those countries or areas, or (ii) changes in costs charged by Wireless Provider Partners or their roaming partners result in a material adverse impact on Aeris’s cost basis in accessing coverage in those countries or areas such that, in Aeris’s sole reasonable discretion, continued provision of network services becomes commercially unreasonable. If Aeris determines that it may be possible to continue to provide service to Customer in the affected countries or areas by increasing the rates for service in those countries or areas, Aeris will use good faith efforts to offer Customer the opportunity to continue coverage in the affected country or area at the increased rate prior to terminating coverage. Aeris will use good faith efforts to minimize the impact of any coverage changes to Customer. Aeris will provide at least 7 days’ notice (or 30 days’ notice whenever possible) of any of the changes to rates or coverage as described in this Section 5.2 before any such changes take effect.
3. 5.3.   Emergency Changes. Aeris (and any Wireless Provider Partner) may make temporary changes to any Aeris Services required by an emergency, as well as take actions deemed reasonably necessary to protect or optimize its network or services. Some of these actions may interrupt or prevent legitimate communications and usage, including, for example, use of message filtering/blocking software to prevent SPAM or viruses, limitations on throughput, scheduled maintenance and the like. Aeris will provide Customer with as much advance notice to Customer as reasonably possible, by email or by posting on the Web Portal, including at least five (5) days’ advance notice of planned maintenance by Aeris. Any actions resulting in permanent changes will be implemented only in compliance with Section 5.1.
4. 5.4.   System Improvement Changes. Notwithstanding anything to the contrary herein, Aeris reserves the right, in its sole discretion, to make any changes to the Aeris Services, Aeris Network, Aeris Platform and the Documentation, upon written notice to the Customer, that Aeris deems necessary or appropriate to: (i) maintain or enhance: (a) the quality or delivery of the Aeris Services to its customers; (b) the competitive strength of or market for the Aeris Services; or (c) the Aeris Services’ cost efficiency or performance; or (ii) to comply with applicable law.

1. 6.1.   Wireless Network Coverage. Customer understands that actual signal availability in any given area depends on a combination of Device, Aeris Network, Wireless Network and Wireless Provider Partner facilities and availability of and actions of roaming partners, and that Wireless Aeris Services may be limited or interrupted by such factors as buildings, weather, topography, usage by other parties, or maintenance activities of Aeris or Wireless Provider Partners. Neither Aeris nor the Wireless Provider Partners will have any liability to Customer, End User or any third parties for any such limitation or interruption of Wireless Services. The Aeris Services provided directly by Aeris are available within the range of the service area of the applicable Aeris Network (as this area exists from time to time). Roaming, if available, will be available within the range of the service area of the Roaming provider, and subject to the terms of the then-applicable Roaming agreement and the Roaming provider’s provision of service. Company acknowledges that the quality and availability of the Service may be affected by factors such as network congestion, physical obstructions, atmospheric, environmental, or topographical conditions, equipment used, and other causes of radio interference, faults, communications networks, or usage and maintenance of the networks, and as such, Aeris Services may be temporarily refused, interrupted, curtailed, or otherwise limited. Aeris is not liable for any claims or damages related to or arising out of or in connection with (a) any coverage gap, or (b) any Service refusal, interruption, curtailment, or other limitation provided above. Aeris does not guarantee that all Equipment will work correctly (or at all) with the Aeris Network and the Service, and Aeris will have no liability or responsibility for interoperability between Equipment and the Aeris Network and Aeris Services now or in the future even if due to a change made by Aeris.
2. 6.2.   Modifications. Aeris may at any time and without liability modify, update, expand, improve, maintain, repair, reduce, or decommission the Facilities, the Aeris Network, or Aeris’s operations, software, procedures, billing systems, Aeris APIs, or Service even if this requires suspension or termination of the operation of the Service. Aeris will (i) use commercially reasonable efforts to provide Company with advance notice of any material actions, including any actions that impact the ability of Devices to access and use the Service, and (ii) minimize any disruption to the Service or other material impacts on Company. Aeris will provide not less than 180 days advance written notice of a decommission of network technology or platform. Without limiting the foregoing, if Aeris changes, discontinues or deprecates any Aeris APIs, Aeris will use commercially reasonable efforts to continue supporting the previous version of any such Aeris API for 6 months unless doing so would pose a security or intellectual property issue, or would be materially economically or technically burdensome, or unless the change is needed to comply with the law or requests of governmental entities.
3. 6.3.   Assignment of Numbers. Aeris has the right to assign and control Numbers. Customer understands that, subject to any regulations about portability of local country numbers, Customer has no property right in any Number. Aeris’ Wireless Provider Partners reserve the right to change Numbers assigned to Aeris from time-to-time. Aeris retains ultimate responsibility for all Numbers that have been assigned to Aeris by Wireless Provider Partners or by a regulatory authority. Aeris shall take back possession of any Numbers assigned to Customer: (i) upon expiration or early termination of these Terms or the applicable Services Agreement; (ii) if a Wireless Provider Partner terminates its agreement with Aeris; or (iii) if a Wireless Provider Partner sends Aeris a request recalling Numbers that Aeris assigned to Customer. For the avoidance of doubt, Customer cannot port Numbers to another Wireless Provider Partner.
4. 6.4.   Responsibility for Usage. Customer will be solely responsible for all fees relating to use of the Aeris Services, including usage of Wireless Services by a Device that uses any SIM or Number allocated to Customer hereunder. Customer will be responsible for all charges, costs or damages resulting from any abuse or fraud arising from use of such SIM or Number regardless of how or by whom committed. Customer’s responsibility will continue, notwithstanding the expiration or termination of these Terms or the applicable Services Agreement, until such time as Customer cancels a Device at the Web Portal and the Device is no longer passing traffic on the Aeris Network.
5. 6.5.   Data Bands. If Customer has subscribed to multiple Data Bands, Aeris reserves the right to re-assign any Device that Aeris determines (based on its usage) has been assigned to the wrong band to the most appropriate Data Band.
6. 6.6.   SIM Identification. Customer acknowledges that the identification numbers (IMSI, MSISDN, MIN or similar) assigned to a SIM Card or a Device to allow a SIM Card or Device to use applicable Wireless Services are assigned by wireless service providers. Customer also understands that regulations about portability of numbers generally do not apply to IoT devices, and that if Customer wishes to move Customer’s Devices to use services from a different wireless service provider, Customer may need to replace the SIM Card in Customer’s Devices. Customer will be responsible for any expense in replacing SIM Cards or reconfiguring Devices.
7. 6.7.   Approved Devices and Customer Services. Customer has the sole responsibility to ensure that all SIMs that it purchases and all Devices that use Customer Services and all Customer Services offered by it meet both its needs and requirements and all of the applicable Requirements. Customer will not make material changes to such Devices or Customer Services without complying with this Section 6.7. CUSTOMER ACKNOWLEDGES THAT USE OF A SIM, DEVICE OR CUSTOMER SERVICE THAT MEETS THE REQUIREMENTS OR THAT HAS BEEN CERTIFIED FOR OPERATION ON THE AERIS NETWORK BY AERIS DOES NOT CONSTITUTE A WARRANTY, EXPRESS OR IMPLIED, THAT THERE ARE NO ERRORS OR DEFECTS IN ANY DEVICES OR CUSTOMER SERVICES, THAT ANY DEVICES WILL OPERATE IN AN ERROR-FREE MANNER ON THE AERIS NETWORK, THAT THE AERIS SERVICES WILL BE FIT FOR CUSTOMER’S PURPOSE OR THAT WIRELESS PROVIDER PARTNERS HAVE APPROVED THE DEVICES OR CUSTOMER SERVICES. AERIS AND WIRELESS PROVIDER PARTNERS DISCLAIM ALL SUCH WARRANTIES.
8. 6.8.   Suspension or Termination. Customer acknowledges that Aeris (and any Wireless Provider Partner) may restrict, suspend, terminate or cancel the Aeris Services to Customer or to particular Devices or limit any Customer Services in certain circumstances, including any use by Customer or its End Users in violation of obligations to comply with the Requirements or the Acceptable Use Policy, that appears fraudulent or that causes network disruption or congestion or that could damage Aeris, the Aeris Network or any other Aeris customers or Wireless Provider Partners. In addition, Aeris may suspend Customer’s account and access to Aeris Services, terminate Aeris Services, or cancel any purchase and issue a refund, in the event of any actual or suspected fraud or other violation of these Terms or any related agreement, including in the event of non-payment. Aeris will use reasonable efforts to notify Customer promptly of any suspension or termination and the reason for taking such action, and to restore service if and when the issue has been satisfactorily resolved by Customer. Neither Aeris nor any Wireless Provider Partner will have any liability to Customer, any End User or any other third-party for any actions reasonably taken under this Section 6.8.
9. 6.9.   Aeris IoT Watchtower Services. Aeris Services which contain “Aeris IoT Watchtower™ Awareness” (“Security Services”) enable cellular IoT network administrators and security administrators to gain visibility into the detailed behavior of Customer’s Devices and the traffic generated by its Devices, including (i) traffic statistics, (ii) security events, and (iii) Risk Assessment Reports. To the extent additionally selected by a Customer in the Commercial Particulars, this will also include “Aeris IoT Watchtower™ Enforcement” enabling cellular IoT networks administrators and security administrators to implement access control policies, and includes, but is not limited to (i) network security policies, and (ii) device level enforcement policies. Such Security Services may generate and/or rely upon Aeris Threat Profile Data.
10. 6.10. Security Services implementation. Customer acknowledges that the Security Services do not automatically make modifications to Customer’s Devices. Customer is responsible for and must manually make any changes suggested by and or through the Security Services. Customer agrees that it is Customer’s sole responsibility to: (i) independently verify the accuracy of the suggestion; (ii) determine whether acting on the suggestion is appropriate, necessary, feasible, and/or beneficial for Customer’s purposes; (iii) maintain its security protocols and monitor its network traffic; and (iv) pay all charges, fees, and other costs incurred by Devices. Customer acknowledges that the Security Services may change based on the industry standards and best practices that Aeris, in its sole discretion, chooses to follow.
11. 6.11.  Watchtower Enforcement Limitations. In relation to Aeris IoT Watchtower™ Enforcement, a “Device Level Enforcement Policy” refers to the ability to set traffic policies to block or allow packet data, SMS, and voice traffic to or from one or more Devices. Customer must configure, and is responsible for, these traffic policies directly. Customer will comply with any Documentation set forth by Aeris from time to time. Time between policy configuration and implementation on the Aeris Network may vary. Customer agrees that Aeris does not guarantee or warrant that its Device Level Enforcement Policies that allow or block traffic according to the traffic policies will result in reduced charges, roaming fees, and other costs.
12. 6.12. Risk Assessment Reports. A first Risk Assessment Report will be available on the Web Portal two (2) months after Customer is onboarded to the Security Services By the tenth (10th) day of each subsequent calendar month thereafter, Risk Assessment Reports will be available monthly on the Web Portal and can be downloaded by Customer. The contents of the Risk Assessment Reports are expected to evolve and change over time. The results presented in this report are a point-in-time risk assessment and represent the state of security on the date it was produced. Aeris makes no representation as to the completeness of the risks assessed. The risks analyzed in the section titled “Security Risk Assessment Details” of the Risk Assessment Report constitute the entirety of the analysis performed. This report is
13. 6.13. Fixed Wireless Access (“FWA”). To the extent Customer adopts an FWA plan then the terms applicable to FWA https://www.aeris.com/legal/fwa-terms/ shall be integrated into, and form part of these Terms.

1. 7.1.   Resell, copy or otherwise use the Aeris Services for Customer’s personal gain;
2. 7.2.   modify or make derivative works based on the Aeris Sites, any Aeris Services, the Documentation, APIs or any SIM Cards, or reverse engineer any of the software or content used in any of the foregoing;
3. 7.3.   share or otherwise distribute any non-public information about the operation of the Aeris network or any Aeris Services to any third parties, other than with Customer’s End Users, if applicable;
4. 7.4.   bypass or circumvent measures Aeris uses to limit access to the Aeris Sites or Aeris Services or take any actions intended to artificially disguise the extent of the usage of the Aeris Services to avoid payment of fees;
5. 7.5.   In relation to Aeris Services to access the accounts of any other persons or to intercept, collect or store personal information about other users or their customers, other than as may be necessary for Customer to provide support to its End Users, as applicable;
6. 7.6.   take or permit any actions that Customer reasonably ought to know may overload Aeris Services or the systems of any other party;
7. 7.7.   benchmark any of the Aeris Services, perform penetration testing or engage in any other activity to probe, or collect or share information about the performance of the Aeris Services and Aeris Site;
8. 7.8.   engage in excessively high-volume data transfers or bandwidth use, including without limitation by hosting a webserver, internet relay, chat server or any other server, via any use of the Aeris Services;
9. 7.9.   “frame” or “mirror” the Aeris Sites or any Aeris Services or content on any other server or Internet-enabled device;
10. 7.10. take any action to modify, avoid or override any Aeris or Wireless Provider Partner lists or algorithms for blocking or preferring any wireless service network;
11. 7.11.   use any Aeris-provided data (whether personal or not in nature) to train, or be used as input data for, artificial intelligence or machine learning solutions, without the consent of Aeris; or
12. 7.12. use the Aeris Services in violation of the Acceptable Use Policy.
13. 7.13. Customer agrees not to access (or attempt to access) the Aeris Sites and Aeris Services by any means other than through the interfaces provided by Aeris, unless has agreed otherwise by the parties in a signed separate agreement.
14. 7.14. To the extent Aeris suspects fraud, malicious behavior or aberrant Device or system behavior in the context of an Aeris Service, Aeris may limit the number of times Customer can access the affected Aeris Service within a certain period of time to prevent disruptive activity. Aeris will take all reasonable steps to notify Customer of the need for such limitation. Continued abuse, fraudulent activity, or disruptive activity may result in the temporary or permanent suspension of Customer’s access to the relevant Aeris Service(s).
15. 7.15. Customer agrees not to access (or attempt to access) the Aeris Sites or any Aeris Services by any means other than through the interfaces provided by Aeris, unless Customer has been specifically allowed to do so in a separate agreement signed by the parties. If the parties have agreed that Customer will access Aeris Services using an appropriately configured VPN, Customer will do so.
16. 7.16. For any of the Aeris Services accessible only through use of APIs and/or API Keys, Customer agrees that Customer will access the Web Services only using appropriate APIs and API Keys that are compliant with the API Instructions provided by Aeris and Customer will not access the Web Services through any other automated means, such as scripts or web crawlers.
17. 7.17. If Aeris suspects fraud, malicious behavior or aberrant Device or system behavior, Aeris may limit the number of times Customer can visit or log into the Aeris Sites or Web Services within a certain period of time to prevent disruptive activity. Aeris will use reasonable attempts to notify Customer of the need for such limitation. Continued abuse, fraudulent activity, disruptive activity, or excessively frequent requests to the Web Services may result in the temporary or permanent suspension of Customer’s access to Web Services or Customer’s Account or to any API or API Key.

1. 8.1.   limit access to Customer’s Account and the Aeris Services to Customer’s authorized Account Users;
2. 8.2.   establish account logins or/and API Keys for Customer’s Account Users in accordance with Aeris policies including, if required, providing the legal full name, valid email address, and any other information requested for each person for whom a login is created;
3. 8.3.   not grant access to the Web Services to Customer’s End Users without the prior written consent of Aeris and, if access is granted, require Customer’s End Users to establish their own access credentials and to agree to these Terms;
4. 8.4.   safeguard all usernames and passwords, API Keys and other Account access credentials for Customer’s Account Users who have access to the Web Services;
5. 8.5.   use appropriate security to protect all points of interconnection between Customer’s Data Facilities or Devices and the Aeris Data Facilities;
6. 8.6.   be responsible for all activities that occur through Customer’s Account using Customer’s usernames, passwords or API Keys or using Customer’s Devices; and
7. 8.7.   notify Aeris immediately if Customer believes that the security of Customer’s Devices or Account access credentials has been compromised and cooperate in the correction of Device security issues or resetting of any such access credentials.

1. 10.1.   Data Protection Agreement. The parties shall comply with their respective obligations under the Aeris Data Processing Terms.
2. 10.2.   Network Transmissions. Aeris agrees that it will follow industry standard security practices in providing the Aeris Services. Notwithstanding the foregoing, neither Aeris nor any Wireless Provider Partner can guarantee the privacy or security of any transmission, and Customer acknowledges that the Aeris Services are capable of being intercepted without the knowledge or permission of Aeris, Customer or any End User by third parties. Accordingly, Aeris and Wireless Provider Partners will not be liable to Customer or any third-party (including without limitation any End User) for interception or unauthorized use of any data whilst in transit in the context of an Aeris Service.

1. 11.1.   The Parties agree that, as between Customer and Aeris, Aeris is and shall remain the exclusive owner of all right, title and interest in and to the Aeris Services, APIs, Aeris Network, Aeris Platform and Aeris Sites and all Intellectual Property Rights therein, including all Documentation and in all developments, enhancements, new versions and other modifications of or additions to the foregoing made by or for Aeris, including in the course of providing Aeris Services to Customer. Customer has no right or license to any Aeris Services or Documentation except as expressly licensed under these Terms and subject to the requirements and restrictions set forth in these Terms.
2. 11.2.   The Parties agree that Customer shall have all right and title and Intellectual Property Rights in and to (i) Application Data, (ii) Account Data and (iii) End User Data which shall be Customer’s exclusive property (together “Customer-Owned Data”). Aeris shall own all right and title to all other Data, including without limitation Service Data, Device Data and Threat Profile Data (“Aeris-Owned Data”).
3. 11.3.   Notwithstanding the foregoing or anything to the contrary in these Terms, Customer acknowledges that: (i) Aeris shall have no obligation to make Aeris-Owned Data available to Customer, (ii) to the extent not already considered Services Data, Aeris may aggregate metadata associated with Application Data over a period of time into such a form that does not contain Personal Data or other Confidential Information belonging to Customer and shall own all right and title to such aggregated data (“Aeris Aggregated Data”) (ii) Aeris Aggregated Data shall not be considered Confidential Information of Customer, and (iii) Aeris Aggregated Data is considered Aeris-Owned Data which Aeris may use for any purpose.
4. 11.4.   Unless as specifically agreed otherwise in writing between the Parties, or to the extent required to perform obligations under a Services Agreement, Aeris agrees that it shall not: (i) access, use, edit, modify, create derivatives, combinations or compilations of, reproduce, display, or otherwise process Customer-Owned Data, in part or in whole, (ii) disclose or transfer Customer-Owned Data to any third-party other than its authorized Service Providers or Sub-Processors, (iii) sell or license Customer-Owned Data to any third-party, and (iv) use Personal Data for the purposes of marketing any Aeris Services.
5. 11.5.   Nothing in these Terms will be construed as a restriction on the right of either of Aeris or Customer to develop its technology, products or services independently of and without reference to the Confidential Information of the other, even if they are the same or similar to the technology, products or services contemplated by the other, or to share ownership of any such developments with the other. Any agreement on transfer of or joint ownership of intellectual property will be subject to a separate written agreement signed by authorized representatives of both Parties.

1. 12.1.   Aeris and Customer each undertakes to protect any Confidential Information of the other in its possession and to use that Confidential Information only for purposes related to use or provision of Aeris Services. Each party agrees not to disclose the Confidential Information of the other without the written consent of the other, other than to its Representatives who need to know and who are bound by appropriate confidentiality obligations. Each party will be responsible for any breach of this Section 12 by its Representatives. Each party shall adhere to these obligations of confidentiality for three (3) years after the termination or expiry of any applicable underlying Services Agreement.
2. 12.2.   These obligations under this Section shall not apply to any Confidential Information disclosed by a party to the other that (i) is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this Section 12); (ii) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party; (iii) was, is, or becomes available to the receiving party on a non-confidential basis from person who, to the receiving party’s knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party, (iv) was agreed in writing between the Parties as not being confidential in nature, or that may be disclosed, or (v) is developed by or for the receiving party independently of the information disclosed by the disclosing party; or (iv) is required to disclose by court order.
3. 12.3.   Each party agrees that, upon termination or expiry of the underlying Services Agreement it shall: (i) promptly return or destroy (and, if requested, certify in writing the destruction of) the all documents and materials (including any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information of other, and (ii) erase all of the other party’s Confidential Information from computer and communication systems used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable).

1. 13.1.   Subscription Term. The Services Agreement to which these Terms are incorporated shall be effective from its Effective Date and shall run for a minimum term of one (1) Contract Year. In the event that neither party has terminated the Services Agreement after the first Contract Year, the Services Agreement shall continue in force thereafter until terminated by either party in accordance with these Terms (the “Subscription Term”).
2. 13.2.   Termination for Breach or Insolvency. Either party may terminate the Services Agreement immediately to the extent that the other party (i) fails to cure any material breach of these Terms within thirty (30) days (provided however that the cure period shall be ten (10) days in the event of non-payment by Customer) days of receiving written notice of such breach, and/or (ii) files a petition in bankruptcy, makes an assignment for the benefit of creditors, takes steps to liquidate, dissolve or wind up or admits in writing its inability to pay its debts as they come due, or if it has a petition in bankruptcy filed against it or a receiver or trustee appointed for its assets, and such filing or appointment is not stayed or dismissed within thirty (30) days.
3. 13.3.   Termination for Convenience. Either party may terminate the Services Agreement for any or no reason upon ninety (90) days’ prior written notice to the other party. For the avoidance of doubt, to the extent that either party provides such written notice to other at any point during the first Contract Year of the Services Agreement, such termination will only be effective upon the conclusion of the first Contract Year of the Services Agreement.
4. 13.4.   Termination for Other Grounds. Customer may terminate the Services Agreement pursuant to any other expressly provided reasons under these Terms or applicable Services Agreement.
5. 13.5.   Effect of Termination. Upon termination of the Services Agreement for any reason:

1. 13.5.1. all rights to payments owed between the Parties that have accrued prior to such termination will continue in force;
2. 13.5.2. all rights of either party to use Confidential Information of the other party under these Terms will cease and each party will return or destroy all Confidential Information of the other party;
3. 13.5.3. the obligations of the parties with respect to Confidential Information and Personal Data will continue as provided in these Terms;
4. 13.5.4. Customer will use its best efforts to cancel its Devices at the Web Portal or otherwise prevent its Devices from contacting the Aeris Network, or permit Aeris to cancel them. Customer will promptly disconnect the VPN, retrieve any Application Data stored on any Aeris systems and stop using any Web Services;
5. 13.5.5. any other provision of these Terms or the applicable Services Agreement which contemplates performance or observance following any termination of the Services Agreement will survive any termination of the Services Agreement and continue in full force and effect.

1. 14.1.   Customer shall be responsible for ensuring Customer’s Account Users’ and End Users’ compliance with these Terms, any other terms applicable to the Aeris Services (including the Acceptable Use Policy); Customer will not make any representations or warranties to its End Users or include in any of its agreements with its End Users provisions inconsistent with the terms in these Terms or the Services Agreement, including any disclaimers of warranties and limitations of liability. If any End User is permitted to access the Web Services, such End User will be required to consent to these Terms.
2. 14.2.   Customer acknowledges Aeris and its Service Providers have not direct contractual relationship to Customer’s End Users in relation to the Aeris Services, Customer’s End Users shall have no direct claim against Aeris or its Service Providers of any kind.
3. 14.3.   Customer shall not make any promises or representations to any End Users inconsistent with these Terms, any Services Agreement or any other terms applicable to the Aeris Services used by Customer.
4. 14.4.   Unless Aeris has specifically agreed otherwise, Customer shall have the sole responsibility to provide first line support to Customer’s End Users for use of Customer Services.
5. 14.5.   Customer acknowledges Aeris Wireless Provider Partners have no direct or indirect contractual relationship with or any obligations to Customer or any of its End Users, and that Customer and its End Users will have no claim under any legal theory against any Wireless Provider Partner for any use of or failure of the Aeris Services or any damage, including death or personal injury, arising out of such use or failure.

1. 15.1.   Aeris shall follow commercial best practices in its industry to mitigate the risk that any Aeris Services contain any Malicious Code. To the extent Aeris discovers any Malicious Code in any Aeris Service that Aeris does (or should) reasonably expect to have a material adverse effect upon Customer or its End Users, Aeris shall take all reasonable steps to promptly remediate the matter.
2. 15.2.   Aeris agrees that Aeris Services will perform substantially in accordance with their written specifications provided in Documentation. Customer’s sole and exclusive remedy for any failure by Aeris to provide the Aeris Services in conformance with their applicable specifications is to use the Support Services and, if use of such services is not able to resolve the issue, to terminate the applicable Services Agreement without further liability.
3. 15.3.   OTHER THAN THE FOREGOING, AERIS HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. AERIS MAKES NO WARRANTY OF ANY KIND THAT THE AERIS SERVICES, OR ANY OTHER PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, CUSTOMER SERVICES OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE OR AVAILABLE AT ALL TIMES. ANY REPRESENTATIONS OR WARRANTIES CONTAINED IN THESE TERMS OR ANY SERVICES AGREEMENT EXTEND TO CUSOMTER ONLY. CUSTOMER WILL BE RESPONSIBLE FOR CONTRACTING WITH AND PROVIDING FIRST LINE SUPPORT TO ITS END USERS AND FOR ACCESSING ANY APPLICABLE SUPPORT SERVICES FROM AERIS.
4. 15.4.   Nothing in these Terms or any Services Agreement shall create any obligation for Aeris to continue to develop, productize, support, repair, offer for sale, or in any other way to continue to provide or develop any such features therein. Customer acknowledges that its purchase or use of the Aeris Services is not contingent on the delivery of any future functionality or features, and client shall not rely on any oral or written statements made by Aeris regarding future functionality or features of the Aeris Services.

1. 16.1.   Aeris Obligations Regarding Intellectual Property Claims. Aeris agrees that Aeris shall at its own expense, defend Customer and its Representatives against any claim made against any of them by a third party alleging that their use of the Aeris Services infringes the Intellectual Property Rights of a third party and indemnify them against all damages and costs finally awarded because of the claim (including reasonable costs and attorney’s fees, and/or all amounts payable by any of them in connection with a settlement made in compliance with Section 16.5. Customer acknowledges Aeris shall have no obligation to indemnify Customer or its Representatives under this Section 16.1 to the extent that the alleged infringement (i) involves any patents issued by any country other than the United States or (ii) is caused by (A) any modification of the Aeris Services by any person that is not approved by Aeris, (B) any combination of the Aeris Services with any program, data, device or service not approved or specified by Aeris as required for use of the Aeris Services if such infringement claim would have been avoided by use of the Aeris Services alone, or (C) any trademark infringement involving any marking or branding not applied at the sole discretion and direction of Aeris.
2. 16.2.   Mitigation of Intellectual Property Claims. If any Aeris Services are subject to an infringement claim covered by Section 16.1 and not excluded under Section 16.1, then, in addition to indemnifying Customer under Section 16.1, Aeris will, in its sole discretion and at its own cost, either:
1. 16.2.1. obtain for Customer the right to continue to use the Aeris Services;
2. 16.2.2. modify the Aeris Services to make them non-infringing without degrading their performance, functionality or quality; or
3. 16.2.3. replace them with a compatible, functionally equivalent, and non-infringing substitute in a manner that does not degrade performance, functionality or quality.
3. 16.3.   If Aeris is unable to offer any of the above options, Aeris may stop providing the affected Aeris Services upon 30 days’ notice, provided that Aeris will promptly refund to Customer, on a pro-rata basis, any portion of the fees Customer paid in advance for such Aeris Services. Customer agrees that the indemnification as described in Section 16.1 above and its mitigation obligations in Section 16.2 will be its sole obligation and Customer’s exclusive remedy with respect to claims of infringement of third-party Intellectual Property Rights.
4. 16.4.   General Indemnification.
1. 16.4.1. Each party will defend, at its own expense, the other and its Representatives and End Users against any claim, suit or proceeding brought against any indemnified party by a third-party to the extent arising out of or in connection with (i) the gross negligence or wilful misconduct of the indemnifying party; (ii) and the indemnifying party’s failure to comply with applicable law.
2. 16.4.2. Customer agrees to defend and indemnify, at its own expense, Aeris, its Service Providers and their respective Representatives against any third-party claim, suit or proceeding to the extent such claim, suit or proceeding is alleged to arise out of or result from claims from End Users relating to the operation of Devices, Customer Applications or Customer Services or any actions taken by Customer or its Representatives as described in Section 16.5.
3. 16.4.3. Customer agrees to defend and indemnify, at its own expense, Aeris, its Service Providers and their respective Representatives against any third party claims arising from Customer failing to encrypt Application Data using industry standard encryption technologies.
4. 16.4.4. The indemnifying party shall pay all damages and costs finally awarded against the indemnified party because of the indemnified claim, including the reasonable costs and attorney’s fees incurred by the indemnified party because of the claim, and/or all amounts payable by the indemnified party in connection with a settlement made in compliance with Section 16.5.
5. 16.5.   Procedure. To be able to rely on an indemnity under this Section 16, the indemnified party shall (i) promptly notify the indemnifying party on becoming aware of a claim, (ii) furnish to the indemnifying party a copy of each communication relating to the claim and (iii) provide all information and assistance (at the indemnifying party’s expense) necessary to defend or settle such suit or proceeding. The indemnifying party shall have exclusive control of the defence and/or settlement of any indemnified claim. The indemnified party will not be bound by any settlement made without its prior written consent, which will not be unreasonably withheld or delayed, if the settlement does not include a full release of all claims against the indemnified party or if it requires an admission of guilt or wrongdoing. If the indemnifying party is legally prevented from assuming control of the defence of, or does not so elect to, or having elected to assume control, subsequently fails to proceed with the settlement or defense of any claims, the indemnified party will be entitled to assume such control, and all costs and expenses incurred by the indemnified party in such defense or settlement will also be subject to its indemnity protection and recoverable from the indemnifying party. In such a case, the indemnifying party will be bound by the results obtained by the indemnified party with respect to such defense or settlement of such claims.

1. 17.1.   IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS OR ANY SERVICES AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR LOST PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
2. 17.2.   IN NO EVENT WILL EITHER PARTY’S MAXIMUM AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR ANY SERVICES AGREEMENT INCORPORATING THE TERMS OR ANY SERVICES PROVIDED BY AERIS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE GREATER OF (i) 100% OF THE TOTAL AMOUNTS PAID AND PAYABLE TO AERIS UNDER OR RELATED TO A RELEVANT SERVICES AGREEMENT IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM MADE, OR (ii) FIFTY THOUSAND U.S. DOLLARS ($50,000.00).
3. 17.3.   The limitations and exclusions set forth in Sections 17.1 and 17.2 will not apply to (i) any violation by Customer, Customer’s Account Users or Customer’s End Users of the Acceptable Use Policy, (ii) for claims to the extent arising out of gross negligence, (iii) death or personal injury, (iv) breach of confidentiality obligations (but excluding Personal Data related obligations) under these Terms; (v) claims subject of any indemnification obligations under Section 16; and or (vi) any damages that may not be limited or excluded under applicable laws. With respect to claims (i) that are the subject of any indemnification obligations under Section 16, or (ii) for damages relating to any breach of data protection obligations under Section 10.1, the maximum aggregate liability of a party shall not exceed THE GREATER OF (i) 200% OF THE TOTAL AMOUNTS PAID AND PAYABLE TO AERIS UNDER OR RELATED TO A RELEVANT SERVICES AGREEMENT IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM MADE, OR (ii) TWO HUNDRED AND FIFTY THOUSAND U.S. DOLLARS ($250,000.00).
4. 17.4.   In no event shall Aeris be liable to Customer, an End User or any third party in relation to any loss in connection with, or arising out of:
1. 17.4.1. Any action or omission of Customer and/or an End User based upon data generated from the use of Aeris Services.
2. 17.4.2. Damage to Devices or other equipment in the use of Aeris Services for which Aeris is not the established root-cause.
3. 17.4.3. Any latency issues in the context of the Aeris Services.
4. 17.4.4. Accuracy and performance of Aeris Services attributed to failures of Customer Applications, Devices and/or other equipment.
5. 17.4.5. Interruption or limitation to Aeris Services attributable to factors not under the control of Aeris or its Service Providers.
6. 17.4.6. For interception or unauthorized use of any Application Data transmitted using Wireless Services.

1. 19.1.   Dispute Resolution and Arbitration. Except for any injunctive relief sought by a party as permitted below, the parties agree that, in the event of a Dispute, they will first work in good faith to negotiate and resolve such Dispute as follows: (i) the party initiating or seeking resolution of the Dispute will provide a written notice to the other party describing the Dispute in reasonable detail and the name of its Representative who will participate in resolving the Dispute; (ii) each party will, within 10 business days of receipt of the notice, designate a senior Representative who has familiarity with and responsibility for that party’s performance under the applicable Services Agreement to participate in resolution of the Dispute; and (iii) the designated Representatives will attempt to resolve the Dispute within 30 calendar days of being designated. If they are unable to reach a resolution, the Dispute will be escalated to the senior-most management executives of each party. If these senior management personnel are not able to resolve the Dispute within 30 calendar days, then each of the parties agree to submit the Dispute to binding arbitration as follows: The proceeding will take place in a mutually acceptable location in New York state before three arbitrators, will be conducted in English, and will be administered by JAMS, Inc. pursuant to its Comprehensive Arbitration Rules and Procedures. Within 10 business days after JAMS issues notice of the commencement of arbitration, each of the parties will select, from an approved list, one person to act as arbitrator, and the two so selected will select a third arbitrator within an additional ten (10) business days prior to the commencement of the arbitration. If the arbitrators selected by the parties are unable or fail to agree upon the third arbitrator within the allotted time, the third arbitrator will be appointed by JAMS in accordance with its rules. The parties agree to maintain the confidential nature of the arbitration process, including any resulting award, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a judicial challenge to an award or its enforcement or unless otherwise required by law or judicial decision. The arbitrators may, in their discretion, award to the prevailing party, if any, the costs and attorneys’ fees reasonably incurred by the prevailing party in connection with the arbitration.
2. 19.2.   19.2. Governing Law Jurisdiction and Venue. Unless a Services Agreement specifies otherwise, these Terms, the Services Agreement and Customer use of Aeris Services shall be governed by and construed in accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Chicago. Any legal suit, action, or proceeding arising out of or related to a Services Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Illinois, in each case located in the city of Chicago and County of Cook, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
3. 19.3.   19.3. Injunctive Relief. Notwithstanding any other provision of this Section 19, and without limiting any other remedy available, either of the parties may seek injunctive relief in any court of competent jurisdiction to prevent or limit any damage that could be irreparable, including damage arising out of a breach of confidentiality or data privacy obligations or a violation of the Acceptable Use Policy.

1. 25.1.   Export and Sanctions Laws. Customer represents, warrants, and covenants that Customer: (a) is compliant in all respects relevant to a Services Agreement with all applicable sanction or embargo laws and regulations in effect from time to time, including trade and economic sanctions maintained by the United State Treasury Department’s Office of Foreign Assets Control and any other enabling legislation or government order relating thereto (collectively “Sanction Laws”); (b) is not listed on, or owned or controlled by any entity or person on, the U.S. Department of Treasury list of Specially Designated Nationals or any similar list in place in any jurisdiction where Customer is conducting business (collectively, “Restricted Persons”); (c) is not located in or organized under the laws of a country subject to a U.S. or E.U. trade embargo; (d) will take all such steps as prudent to ensure that it will not provide services using the Aeris Services to Restricted Persons; and (e) will not use the Aeris Services, or allow them to be used, for any purposes prohibited by applicable Sanction Laws or otherwise in violation of the Acceptable Use Policy. Notwithstanding any other provision of a Services Agreement, Aeris reserves the right to terminate any Services Agreement immediately upon written notice to Customer if Aeris reasonably believes that Customer is not in compliance with this Section 25.1 or that its actions are causing Aeris to be exposed to prosecution or liability for violation of Sanction Laws.
2. 25.2.   Local Laws. Each party will comply at its own cost with any laws or rules of a governmental or regulatory authority having jurisdiction over such party in performing its obligations under, or using any Aeris Services provided under, a Services Agreement. Customer understands that Aeris disclaims responsibility for determining whether use of Aeris Services to provide Customer Services violates the laws of any jurisdiction where Customer operates or where Customer’s End Users are located. Customer will be solely responsible for determining whether Customer may lawfully provide Customer Services to Customer’s customers and End Users in the jurisdictions where Customer intends to use them.