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Please read this Wireless Services Agreement carefully, including the other documents that are incorporated into it (together, the “Agreement”). This Agreement binds both the Customer and Aeris when the Customer clicks a button to accept it, when both Aeris and Customer have signed it, or when Customer starts using the Aeris Services (the “Effective Date”). If the Account is opened in the name of a company rather than an individual person, “Customer” means the company. Capitalized terms are defined at the end of this Agreement.
1. Access to Aeris Services
Aeris will provide the Aeris Services to Customer in accordance with the terms of the Services Agreements. If Customer chooses to receive any new products or services from Aeris, the new products or services will be governed by the terms of the Services Agreements (including any additional terms specified by Aeris as applicable to such new products or services) unless the parties agree otherwise.
2. Accounts and Devices
a) Account Setup. In order to access Aeris Services, Customer must consent to this Agreement and open an Account by providing correct and complete contact information and such additional information about its business as Aeris may reasonably request. Customer must also authorize payment of all initial and ongoing Fees.
b) Beginning Service. Customer must (i) acquire Devices, (ii) purchase and install a SIM Card in each Device that will use Aeris Services (if applicable) and (iii) follow the Device provisioning instructions on the Web Portal (if applicable).
c) Account and Device Management. Customer can manage its Devices and Account, add or cancel Devices, purchase additional SIM Cards, order or cancel services and make other changes at the Web Portal using the Management Services.
3. Customer Responsibilities
a) Current Information. Customer will keep all of its Account information current, including email addresses, shipping and billing addresses, telephone numbers and payment information.
c) Selection of Devices and Applications. Customer has sole responsibility for selecting, acquiring and implementing Devices and Applications that meet the Customer’s needs and that comply with the Requirements. Customer is responsible for the security of its applications.
d) SIM Cards. Customer will purchase a SIM Card for each Device requiring a SIM Card and will have the sole responsibility for installing the SIM Card properly.
e) Payment of Fees. Customer will pay all Fees as they come due, including:
i. all fees for usage of Aeris Services by each of Customer’s Devices, regardless of whether such activity is due to fraud or malfunction of a Device or Application, until Customer cancels the Device at the Web Portal; and
ii. fees for all other Aeris Services ordered by Customer;
f) Compliance with Laws and Services Agreements. Customer will comply with all terms of the Services Agreements and with all laws applicable to its use of the Aeris Services.
4. Aeris Responsibilities
a) Sale of SIM Cards. Aeris will sell SIM Cards in accordance with the Standard Billing and Purchase Terms.
b) Aeris Services. Aeris will provide the Aeris Services ordered by Customer in compliance with this Agreement.
c) Invoicing. Aeris will invoice Customer promptly and accurately in accordance with this Agreement and the Standard Billing and Purchase Terms.
d) Compliance with Laws and Services Agreements. Aeris will comply with all laws applicable to its provision of the Aeris Services and with all terms of the Services Agreements.
a) Fees. The applicable Fees for SIM Cards and Aeris Services are shown on the Pricing Schedule. Fees 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 Billing Statement and Customer will pay them unless it can provide Aeris with a valid exemption certificate.
b) Right to Change Fees. Aeris may change the Fees from time to time. Aeris will post notice of any change in Fees on the Web Portal, and any change in Fees will take effect thirty (30) days after Aeris posts notice of the new Fees on the Web Portal. Aeris will also use reasonable efforts to provide notice to Customer by email of any increases in Fees.
c) Quoted Fees. Fees for Professional Services or other custom features are as quoted to Customer by Aeris from time to time. Customer may request quotes for such services by contacting Aeris Sales.
6. Billing and Payment
a) Method of Payment. All Fees are to be paid by an acceptable credit card or debit card or, if available, by debit to a checking account. Customer must authorize recurring billings to its chosen card or checking account and must keep this payment information current.
b) Time of Payment
i. Payment for SIM Cards is processed on shipment;
ii. Payment for any prepaid services is processed when the prepaid services are made available to Customer; and
iii. All other Fees are billed monthly and payment is processed ten (10) business days after the date of a Billing Statement.
c) Billing Statements. Aeris will provide a Billing Statement for all sales of SIM Cards at the time of sale and for prepaid services at the time that payment is processed. Aeris will use reasonable efforts to send a Billing Statement for all other Fees within five (5) business days of the end of each calendar month.
d) Billing Disputes. Customer may dispute any item on a Billing Statement in good faith by giving a written notice to Aeris using the contact information provided on each invoice no later than ten (10) business days after the date of the Billing Statement that details why it disputes the identified items. Aeris will investigate and resolve all billing disputes within twenty (20) business days of receiving the notice. If Aeris reasonably determines that an amount is due to Customer, Aeris will promptly credit Customer’s Account or, if this Agreement has been terminated, issue a refund. If Aeris reasonably determines that an amount is due to Aeris, then Customer agrees that Aeris may process a payment transaction for that amount. Customer understands that billing information available for the Account on the Web Portal may not be complete, and that Aeris records are the controlling source of information.
e) Effect of Late Payments. If any undisputed Fees that are due are not paid by the due date for any reason, including expiration or cancellation of any credit or debit card, revocation of any payment authorization, or any refusal of any bank or processing party to authorize the transaction, Aeris may:
i. charge interest on the delinquent Fees from the due date until the amount is paid at 1.5% per month or the highest amount allowed by law, whichever is lower; and
ii. suspend Customer’s access to the Web Portal and ability to use Aeris Services until all delinquent Fees are paid or until this Agreement is terminated as provided below.
7. Support and Warranties
a) SIM Cards. Aeris provides a limited warranty for SIM Cards as described in the Standard Billing and Purchase Terms.
b) Aeris Services. Aeris provides certain Support to Customer at no additional charge as described in the Support Policy. Customer may purchase enhanced Support for an additional Fee. Aeris warrants that the Aeris Services will operate in all material respects in compliance with the descriptions of such services in the Documentation. Customer’s sole remedies for a violation of this warranty are (i) to access Support in accordance with the Support Policy and (ii) if Aeris is not able to resolve Customer’s issue, to terminate this Agreement and receive a refund of any prepaid Fees for Aeris Services not yet used.
c) Warranties to End Users. The foregoing warranties are for Customer only. Customer will be responsible for warranting the performance of its services and Applications to its End Users, for providing first line support to its End Users and for accessing any applicable warranty support from Aeris.
d) No Other Warranties. Aeris disclaims all other statutory, implied, or express warranties of any kind for any products or services, including warranties of merchantability, fitness, or non-infringement.
8. Term and Termination
a) Term. This Agreement is in effect until it is terminated by either party pursuant to this Section 8.
b) Termination for Convenience. Either party may terminate this Agreement for any or no reason on ninety (90) days’ notice to the other party.
c) Termination for Default. Either party may terminate this Agreement immediately if the other party fails to cure any material breach (i) of its payment obligations within ten (10) business days of receiving written notice, or (ii) of any other term of the Services Agreements within twenty (20) business days of receiving written notice. A party may also terminate this Agreement immediately if the other 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.
e) Effect of Termination. On termination of this Agreement for any reason:
i. All outstanding Fees become immediately due and payable and Aeris may immediately submit such Fees for payment using Customer’s current payment method;
ii. Unless this Agreement is terminated by Aeris for the breach or default of Customer, Aeris will refund any prepaid Fees for Aeris Services not yet used;
iii. Customer will use best efforts to cancel its Devices at the Web Portal, and if Devices are not promptly canceled, Customer agrees that Aeris may do so;
iv. Customer will promptly retrieve any Customer Data stored on Aeris systems, and Aeris may delete or destroy any such data remaining on its systems twenty (20) business days after the effective date of termination;
v. All Customer or End User access to the Web Portal and to Aeris Services will stop; and
vi. All terms of the Services Agreements that are intended to continue after termination will survive.
As used in this Agreement, the following terms will have the meanings given to them:
“Acceptable Use Policy” means the rules governing the use of Aeris Services and incorporated into this Agreement; the current version of the Acceptable Use Policy is available at the Aeris site at https://www.aeris.com/legal/.
“Account” means the account established by the Customer at the Web Portal in order to purchase SIM Cards, to order and access Aeris Services and to manage Devices.
“Aeris” means Aeris Communications, Inc., a Delaware corporation and, as applicable, its affiliated companies.
“Aeris Services” means the Wireless Services, Management Services, Professional Services and Support offered by Aeris. Aeris may offer additional services from time to time, and any such services used by Customer will be Aeris Services governed by the Services Agreements.
“Application” means any software or firmware program selected by Customer that sends, receives or processes Application Data.
“Application Data” means all data, voice or SMS traffic information that is exchanged between Devices and Customer’s facilities using the Aeris Services.
“Billing Statement” is the statement of all Fees payable to Aeris for Aeris Services for a given period of time and sent to the billing email address associated with Customer’s Account.
“Carrier Partners” means the wireless telecommunications carriers whose networks are used to provide the Wireless Services.
“Customer” means the individual person or company in whose name an Account is established.
“Customer Data” means Customer’s Application Data and information about Customer or Customer’s Devices associated with the Customer’s Account and processed by Aeris Services or stored in any Aeris systems.
“Device” means the radio, telephone or other hardware selected by Customer and enabled for use of Aeris Services.
“Documentation” means all of the information and materials available to Customer on the Web Portal relating to Aeris Services, including the specifications and operation of the Aeris Services, Device and Application Requirements, APIs and instructions and sample code and tools.
“End User” means any third party to whom Customer in turn provides any services using the Aeris Services.
“Fees” means the amounts that Customer pays for SIM Cards and Aeris Services calculated in accordance with the Pricing Schedule in effect at the time that the SIM Cards are ordered or the Aeris Services are provided and as changed from time to time as permitted.
“Management Services” means (a) the API-based services for managing or monitoring Devices and activity or routing Application Data and (b) the services available through the Web Portal for managing the Customer’s Account and the Customer’s Devices.
“Pricing Schedule” means the then current schedule of fees available at https://www.aeris.com/neo for SIM Cards and for all other Aeris Services, including monthly access fees, the quantity of data, voice or SMS that are included in that monthly fee, if any, the cost of a VPN and all other Fees for usage of data, voice or SMS or other Aeris Services.
“Professional Services” means any integration, consulting or engineering services (other than help provided as part of Support) provided by Aeris to Customer under a Service Order.
“Requirements” means the Device and Application guidelines included in the Documentation.
“Service Order” means a written agreement between Customer and Aeris for Professional Services that details the scope, deliverables, timetable and fees.
“SIM Card” means a subscriber identity module chip supplied by Aeris to Customer to enable Devices to access Wireless Services.
“Standard Billing and Purchase Terms” means the detailed terms applicable to rating and billing of Aeris Services and to purchases of SIM Cards and incorporated into this Agreement; the current version of the Standard Billing and Purchase Terms is available at the Aeris site at https://www.aeris.com/legal/.
“Support” and “Support Policy” means the resources available to Customer to assist with problems with the Aeris Services; the types of resources provided, and how they may be accessed, are described in the Support Policy. The current version of the Support Policy is available at the Aeris site at https://www.aeris.com/neo and its terms are incorporated into this Agreement.
“VPN” means a secure link to Aeris facilities from Customer’s facilities for transmitting Application Data and accessing other Aeris Services.
“Web Portal” means the Aeris web-based portal at https://aerport.aeris.com for establishing an Account, viewing Device activity and billing information, buying SIM Cards, ordering Aeris Services, and for accessing Aeris Services and Documentation.
“Web Services” means the web-based services provided to all Customers using Aeris Services, including the Management Services, the https://www.aeris.com website and the Web Portal.
“Wireless Services” means the cellular services provided by Aeris to enable the transmission of Application Data between Customer’s Devices and its Application facilities; a secure VPN link option between Aeris facilities and Customer facilities is available for an additional Fee.