Hardware Addendum to OptConnect Agreement

This Hardware Addendum (this “Addendum”) outlines additional terms and conditions applicable to transactions between OptConnect Management, LLC and its subsidiaries, including Premier Wireless Solutions, LLC, dba OptConnect-PWS (collectively  “OptConnect”), and OptConnect’s customer  (the “Customer”), who has accepted a proposal from OptConnect (the “Proposal”).  This Addendum is effective on the date of Customer’s acceptance of the Proposal, and augments the terms and conditions of that certain OptConnect Agreement located at https://optconnect.com/agreement  (the “OptConnect Agreement”), as the same may be updated from time to time for all of OptConnect’s customers.  Through this Addendum, Customer elects to purchase certain wireless routers, modems, SIM cards and other equipment and hardware manufactured by OptConnect or by a third party (the “Hardware”).    Capitalized terms not otherwise defined herein shall have the meaning set forth in the OptConnect Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, the parties agree as follows:

1. Nature of Relationship. This Addendum addresses multiple possible product purchasing relationships, but in each instance OptConnect is the supplier to Customer of Hardware that it either manufacturers or offers for sale from manufacturing partners. Customer’s purchase of the Hardware will fall within one of the following two scenarios, as selected in the Proposal: (a) For Customer Use — Customer desires to purchase Hardware for use in managing Customer’s own remote wireless solutions; or (b) For Resale —  Customer desires to purchase the Hardware for resale to end-user customers or to incorporate them into Customer’s product offering for subsequent resale to Customer’s end users (“Reseller”).  The specific type and quantities of Hardware to be purchased by the Customer shall be identified in the Proposal and/or in one or more customer orders executed during the term of this Addendum, which specific order terms will be referred to herein as the “Customer Orders.”  If the Customer is a Reseller of the Hardware, certain additional terms and conditions of that Reseller relationship shall apply as set forth at https://optconnect.com/reseller.
2. Term. This Addendum shall commence on the Effective Date and continue for the period set forth in the Proposal (the “Term”).  
3. Purchase of Hardware. During the Term, Customer agrees to purchase the make and model of Hardware and in such quantities as set forth in the Proposal or in one or more future Customer Orders. In addition to just the Hardware in its packaged form, Customer may also elect certain pre-delivery operational services, which might include configuring, testing, and/or kitting the Hardware.
4. Pricing. The price payable by Customer to OptConnect for the Hardware is set forth in the Proposal or in one or more Customer Orders. 
5. Limitation of Liability. OPTCONNECT SHALL NOT BE LIABLE TO CUSTOMER FOR ANY LOSS OF PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF DATA OR INFORMATION, OR FOR ANY PUNITIVE, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PROVISION, USE OR FAILURE OF THE HARDWARE OR OTHERWISE IN CONNECTION WITH THIS ADDENDUM, ANY CUSTOMER ORDER, THE OPTCONNECT AGREEMENT OR THE TRANSACTION CONTEMPLATED THEREBY, WHETHER CLAIMED IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF OPTCONNECT COULD REASONABLY FORESEE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6. Product Information. Product information, including information related to Hardware’s specifications, export/import control classifications, uses or conformance with legal or other requirements, may be obtained by OptConnect from its suppliers or other sources. Such information is provided by OptConnect on an “as is” basis. OptConnect makes no representation as to the accuracy or completeness of the product information, and DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND LIABILITIES UNDER ANY THEORY WITH RESPECT TO THE PRODUCT INFORMATION, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. OptConnect recommends Customer validate any product information before using or acting on such information. All product information is subject to change without notice. OptConnect is not responsible for typographical or other errors or omissions in product information.
7. Use of Third-Party Platform. If Customer or its users elect to use a third-party device management platform with the Hardware acquired by Customer hereunder, Customer or its end user shall do so at their respective sole risk. Customer shall waive all liability to OptConnect for such use and hold OptConnect harmless.
8. Effectiveness; Continuity of Terms. This Addendum shall be effective on the Effective Date, and all other terms and provisions of the OptConnect Agreement and any subsequent addenda not amended hereby shall remain in full force and effect. In the event of an express conflict between the terms of this Addendum and the OptConnect Agreement, the terms of this Addendum shall control.

[END OF ADDENDUM].