Standard Billing and Purchase Terms

Last revised August 31, 2018

These Standard Billing and Purchase Terms (“Standard Terms”) relate to the agreement between Customer and Aeris for wireless services (the “Wireless Services Agreement”) and incorporate the terms of that agreement. In the event of a conflict between the Wireless Services Agreement and these Standard Terms, the Wireless Services Agreement will govern. In the event of a conflict between these Standard Terms and the terms of any individual Customer Pricing Attachment or Billing Plan (as defined below), the terms of the Pricing Attachment or Billing Plan will govern for that Pricing Attachment or Billing Plan. All capitalized terms not otherwise defined below have the meanings given to them in the Wireless Services Agreement.

These Standard Terms provide further information about how Devices are assigned to Billing Plans, how SIM Cards and Devices move between device states, and about how access fees and usage are billed. They also provide additional terms pertaining to purchases of SIM Cards.

In these Standard Terms, the term “Device” means the hardware chosen by Customer that is capable of receiving Wireless Services provided by Aeris. The term includes SIM Cards unless the context requires otherwise.

DEVICE TERMS

Billing Plans. Billing plans set out all access, usage, support and other fees for use of Aeris Services (a “Billing Plan”). Customer has the responsibility to assign its Devices to a billing plan. Assignments are made at the Web Portal or via API and must happen no later than when a Device is first provisioned on the Aeris Network. The terms of each Billing Plan are set out in Customer’s Pricing Attachment(s).

Device States. How Devices are treated on the Aeris Network depends on their status. A Device can be in one of five states:

Pre-provisioned State. Devices are not ready to connect to the Aeris Network and use Wireless Services until they have been provisioned, meaning they have been registered on the Aeris Network, associated with a Billing Plan and given appropriate identifiers and other credentials that will allow them to use Aeris Wireless Services. Most Devices have not yet been provisioned when Customer receives them and must be provisioned by Customer after receipt.

Provisioned State. Devices must be in the Provisioned State in order to receive Wireless Services. Unless otherwise arranged with Aeris, Customers are responsible for provisioning Devices using the Device management tools at the Web Portal. If there is a provisioning fee that becomes due upon provisioning, it will be as shown in the Billing Plan. Devices remain in the Provisioned State until they move to the Active-Billed State or are suspended or canceled. The Billing Plan may permit a Device in the Provisioned State to use specified amounts of data, voice or SMS for testing purposes before it moves to the Active-Billed State. The cost of such usage may be included in the provisioning fee (if any) or may be billed at special rates as shown in the Billing Plan. The Billing Plan will show the maximum amount of time the Device may stay in the Provisioned State and the maximum amount of data, SMS and voice that the Device may use before regular access or usage fees begin to be incurred. See “Active-Billed State Triggers” below.

Active-Billed State. The Active-Billed State is the normal state of Devices on the Aeris Network. Devices move to the Active-Billed State from the Provisioned State or the Suspended State either by Customer’s action at the Web Portal or automatically once any one of the Active-Billed State Triggers has been exceeded. A Device moving into the Active-Billed State has been “activated”. If there is an activation fee that becomes due upon activation, it will be as shown in the Billing Plan. When a Device on a monthly Billing Plan moves to the Active-Billed State, the monthly access fee will be charged and any included amounts of usage will become available for use. If a Device moves to the Active-Billed State from the Provisioned State or Suspended State other than on the first day of a monthly billing cycle, the monthly access fee and any included usage will be pro-rated for the number of days that a Device was in the Active-Billed State in that monthly billing cycle. A Device will remain in the Active-Billed State until placed in the Cancelled State or Suspended State as described below.

An “Active-Billed State Trigger” refers either to the maximum quantity of data, voice or SMS that a Device is allowed to use (if any) while in the Provisioned State or Suspended State or to the maximum length of time that a Device is allowed to remain in the Provisioned State or Suspended State; these allowed amounts are shown in the Billing Plan for the Device. A Device is automatically moved by the billing system from the Provisioned State or the Suspended State to the Active-Billed State effective from the beginning of the session in which the Device has exceeded one of the Active-Billed State Triggers.

Suspended State. If permitted in a Billing Plan, Customer may move a Device to the Suspended State using the Device management tools at the Web Portal. Devices in the Suspended State do not incur a monthly access fee, but are still provisioned on and able to pass traffic on the Aeris network; usage of data, voice or SMS in excess of allowed amounts (if any) as shown in the Billing Plan is an Active-Billed State Trigger that will automatically return the Device to the Active-Billed State effective as of the beginning of the session in which the allowed usage is exceeded. A suspension fee as shown in the Billing Plan for the Device is charged each time a Device is placed in the Suspended State (for example, upon initial suspension and upon re-suspension at the expiration of a prior suspension period). The Device will remain in the Suspended State until it is moved to the Active-Billed State or Cancelled State by Customer, or until it is moved to the Active-Billed State automatically by the billing system when one or more Active-Billed State Triggers for the Billing Plan to which that Device was last assigned has been exceeded. When a Device moves to the Suspended State other than at the beginning of a monthly billing cycle, any monthly access fee and any included amounts of usage will be pro-rated for the number of days that Device was in the Suspended State in that monthly billing cycle.

Cancelled State. Devices can be cancelled and moved to the Cancelled State as follows.

By Customer. Customer may cancel a Device at any time using the Device management tools at the Web Portal. Terminating a Wireless Services Agreement does not automatically cancel Devices, and Devices will remain able to pass traffic on the Aeris Network until placed in the Cancelled State. To avoid any charges for usage after termination of its Wireless Services Agreement, Customer must cancel all of its Devices at the Web Portal.

By Aeris. Aeris may, but is not obligated to, cancel a Device if Customer’s Wireless Services Agreement has terminated but the Device has not been cancelled by Customer. In addition, Aeris may cancel a Device purchased through the Aeris Neo program if such Device either has not been provisioned within six (6) months of shipment or, while in the Active-Billed State, has not sent or received any data or SMS during any period of 120 consecutive days.

A Device in the Cancelled State is no longer provisioned on the Aeris Network, meaning it no longer has credentials allowing it to send or receive data, SMS or voice over cellular systems. It may not be possible to re-provision a cancelled Device. If a Device that is placed in the Cancelled State uses a SIM Card, Customer will ordinarily need to replace the SIM Card in order to again use cellular services from any provider. Aeris may reassign any IMSI, MSISDN or other Numbers associated with Devices in the Cancelled State. Unless a Billing Plan specifies otherwise, no refund is given for any access fees relating to any period after cancellation or any unused usage.

Calculation and Billing of Usage

Usage in Provisioned or Suspended State. The Billing Plan will show how much data, SMS or voice a Device may use while in the Provisioned or Suspended State before being moved to the Active-Billed State. If there are any fees associated with that usage, they will be stated in the Billing Plan.

Active-Billed State. Devices in the Active-Billed State will incur recurring access fees and usage fees as shown in the Billing Plan for that Device starting on the date on which a Device is moved to the Active-Billed State. All of that Device’s traffic during the session in which it moves to the Active-Billed State is billed at the Active-Billed State rates (or counted against amounts included with the access fee).

Access Fee Periods. The schedule for billing access fees for Customer’s Devices may be monthly or for a period other than a month (e.g., semi-annual or annual) and will be shown on the Billing Plan or Pricing Attachment. For Devices on a Billing Plan with a monthly access fee, Aeris will prorate the access fee and included amounts of usage for any Device moved to the Active-Billed State other than on the first day of a monthly billing cycle. If a Device is assigned to a Billing Plan having an access fee payable other than monthly, then the access fee for the following period will be charged in the month after the end of the prior period, and any usage included in the access fee will be added to the Device profile on the first day of that month.

Included Usage. If the access fee shown on a Billing Plan includes usage of specified quantities of data, SMS or voice in specified geographic zones, the included amounts are only available in that geographic zone and only for the period for which the access or usage fee has been paid. Any unused included amounts will not roll over into the next period or be transferable to any other Device unless the Billing Plan states otherwise. The Billing Plan may restrict which Devices may be assigned to a Billing Plan (e.g., Devices capable of operating on multiple transport technologies or on single transport technologies). Any data, SMS or voice used over the included amounts, outside the specified geographic zone or operating on a transport technology other than as permitted will be billed at the overage rates shown in the Billing Plan for the Device.

Data and SMS Usage Calculation. Data usage calculations include all data sent to and received from a Device, including actual user data plus other data that may be added to transmit the user data. (e.g., TCP/UDP overhead, retries and failed session attempts). For SMS, Aeris does not charge for any SMS for which a failure message is returned through an API, such as for invalid MIN/MDN or for Devices not otherwise recognized as provisioned on the Aeris Network. If Aeris is notified that any other SMS is not successfully delivered when first sent for any reason, Aeris may retry delivery for a short period (typically about 3 days); Aeris will not charge for delivery retries. If Customer initiates another SMS to a Device for any reason, Aeris will charge for that SMS if it initiates successfully.

Rounding. Data usage on the Sprint and AT&T networks is rounded up to the next 1 KB per Device per day. Data usage by Devices assigned to a Global SIM plan is rounded up to the next 1 KB per Device per session. Voice usage is rounded up to the next whole minute unless the Billing Plan shows a different rounding method.

Pooling. The Billing Plan will indicate if Customer’s Devices are allowed to share, or “pool,” data and SMS. If pooling is permitted, usage is shared among Devices assigned to the same Billing Plan and geographic zone and placed by Customer in a “Report Group.” The combined data or SMS usage included in the access fee of all Devices in a Report Group is available for use by any and all Devices in the Report Group during the access fee period, and usage in that access fee period over the aggregated and allowed amount available to the Report Group or outside the permitted geographic zone is billed at the overage rates shown on the Billing Plan. Pooling across carrier networks or across Billing Plans is not permitted. If prior to the end of a monthly billing cycle a Device is no longer part of a Report Group for any reason, including being placed in the Suspended or Canceled State or being assigned to a different Billing Plan, the amount of included usage attributable to that Device will be prorated for the time in which the Device was in the Report Group during that monthly billing cycle.

Changes to Billing Plan. Customer’s Billing Plan may allow Customer to assign a Device to a new Billing Plan. Any such change is done at the Web Portal or via API. All such changes take effect on 12:00 a.m. GMT the first day of the following month unless otherwise provided in a Billing Plan.

Minimum Fees. If Customer has committed to any minimum monthly (“MM”) fees for usage of Aeris Services, that amount will be shown in the Pricing Attachment. Ordinarily, unless otherwise stated in a Pricing Attachment, the MM will apply to all monthly billing cycles that begin after the dates indicated in the Pricing Attachment and will continue to apply thereafter throughout the term of the Wireless Services Agreement. Only one MM will apply to Customer’s account, regardless of the number of Billing Plans. The MM applies regardless of actual Customer traffic or number of Devices. Recurring charges (across all Customer Devices and rate plans) for access fees and for usage of data, SMS and voice will count toward offsetting the MM; non-recurring charges billed by Aeris for non-recurring items, such as professional services, SIM Cards, activation, provisioning or suspend fees, one-time rate plan changes, one-time OTA updates, or one-time overage events will be charged in addition to the MM. Aeris will invoice the difference between Customer’s actual charges and the applicable MM, and this amount will be due and payable as provided in Section 5.

SIM CARD PURCHASE TERMS

Requirement for SIM Cards. Devices operating on the Sprint LTE or AT&T 3G or LTE network or under the Global SIM program require use of SIM Cards specific to that carrier and to the intended use (e.g., consumer grade 2FF, embedded, etc.). SIM Cards must be purchased from Aeris or from a SIM card supplier with whom Aeris has a supply relationship. Please contact the Customer account representative or Aeris Sales Engineering for information about purchasing SIM cards directly from the supplier.

Technical Specifications. The technical specifications for all SIM Cards sold directly by Aeris are available from Aeris Sales Engineering. Customer is solely responsible for selecting SIM Cards that meet its requirements, and Aeris will not have any liability for any technical advice that it may provide regarding the selection or use of SIM Cards.

Pricing, Orders and Order Cancellation

Pricing. The prices for SIM Cards are as shown in the Billing Plan or otherwise at the time of purchase (such as from the Aeris Neo store). Any discounts based on order size apply only for a single purchase order for the entire quantity. Prices do not include any local, state or national taxes or fees, import or export duties or other surcharges, including any VAT. Aeris will list any taxes, fees, import or export duties and surcharges on the invoice and Customer will pay them unless it can provide Aeris with a valid exemption certificate. Customer is responsible for all costs of shipping, handling and insurance.

Orders. Orders for SIM Cards specifying quantity of each type and carrier network can be placed with Customer’s Aeris account representative or at the Aeris Neo store. If the quantity of SIM Cards purchased cannot be fulfilled in one shipment or at one time, Aeris will notify Customer of the expected time of shipment. If any delay is not acceptable to Customer, Customer may contact Aeris to cancel that portion of the order and receive a refund. Aeris may refuse to accept orders for SIM Cards from any Customer whose account is not in good standing or to delay fulfilling any accepted order until Customer brings its account current.

Right to Cancel Orders. Customer may not cancel any orders for SIM Cards that have already been shipped.

Shipment and Inspection

Shipment. Aeris ships all SIM Cards promptly after completion of an order (except where delay is unavoidable or permitted as discussed above) on ex works terms using the delivery method selected by Customer. Title and risk of loss pass to Customer on delivery to the delivery company. Customer may purchase additional shipping insurance at the time of purchasing the SIM Cards.

Inspection and Acceptance. Customer is responsible for inspecting all shipments of SIM Cards promptly after receipt to ensure the correct type and number of SIM Cards were received. Aeris encourages prompt testing of a sample of the received SIM Cards to ensure proper operation. Customer must notify Aeris in writing by contacting its account representative or using the claim reporting feature on the Web Portal within ten (10) business days of receipt if it believes any SIM Cards are damaged or do not operate properly, or that the shipment did not contain the correct number or type of SIM Cards.

Loss, Theft or Fraud. SIM Cards are associated with Customer’s account prior to shipment. Customer is responsible for paying for all usage by its SIM Cards and for all activities involving those SIM Cards. If Customer believes that any of its SIM Cards has been lost or stolen or is being used fraudulently, Customer should notify Aeris immediately by email to security@aeris.net and include as much information as it can about the issue (number of SIM Cards involved, original order number, actual SIM ID number if available, the date on which the loss or fraudulent use began). Customer may cancel SIM Cards by logging into its account at the Web Portal and following the instructions or may request that Aeris cancel any SIM Cards by opening a support ticket as described in the Support Policies.

Limited Warranty. Aeris warrants that SIM Cards will conform to their technical specifications and be free from defects in workmanship or material for a period of twelve (12) months from delivery. If Customer believes that any SIM Cards does not conform, Customer should initiate a warranty claim by contacting its account representative or using the claim reporting feature on the Web Portal. Aeris will replace SIM Cards covered by this warranty at no charge, although Aeris will not be responsible for labor or materials costs for disassembly or repair of any equipment in which the SIM Cards were installed. Aeris may direct Customer to dispose of or return any SIM Card covered by this warranty. If Aeris directs Customer to return any SIM Cards, Aeris will pay all shipping expenses. This warranty does not apply if Customer ordered the wrong SIM Card for its application or if the SIM Card has been altered, improperly installed, misused or damaged after delivery. Aeris disclaims all other statutory, implied, or express warranties of any kind, including warranties of merchantability, fitness, or non-infringement.

Intellectual Property. Aeris or its vendors and licensors owns all intellectual property rights in the SIM Cards, including any embedded software. Customer is granted a limited right to use any such software embedded on any SIM Cards for its ordinary function but has no right to modify or make derivative works based on the SIM Cards or to decompile or reverse engineer any of the software or content used in the SIM Cards, except for software tools identified as open source or for which permission to modify is explicitly granted.

Return of SIM Cards. Unless otherwise provided in a Billing Plan, all sales of SIM Cards are final and SIM Cards may not be returned. If Aeris approves the return of any non-defective SIM Cards, Customer must follow any packing instructions from Aeris and will be responsible for any shipping charges and restocking fees.

Export. If Customer requests that Aeris ship SIM Cards to any destination outside the United States, Customer will be the importer of record and will be responsible for all customs, duties or other fees payable. Customer will not export any SIM Cards or related technical data to any country for which an export license or governmental approval is necessary without first obtaining the license or approval and will not provide SIM Cards to any person with whom business may not be legally be transacted under any applicable law or regulation.

PAYMENT TERMS

Customer’s payment terms for access and usage fees, for SIM Cards and for all other usage of Aeris Services will be as shown in its Wireless Services Agreement or Pricing Attachment.