Managed Services Addendum to OptConnect Agreement

This Managed Services Addendum (this “Addendum”) outlines additional terms and conditions applicable to the transactions between OptConnect Management LLC (“OptConnect”) and its customer (the “Customer”) who has accepted a proposal from OptConnect (a “Proposal”).  This Addendum 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 obtain from OptConnect certain management services described in Exhibit A of this Addendum  (the “Managed Services”) for Customer’s cellular connected equipment and devices.  The Managed Services will involve OptConnect’s deployment of certain wireless routers, modems, SIM cards and other equipment and hardware manufactured by OptConnect or by a third party (the “Hardware”), the wireless data and messaging connectivity that support such Hardware (the “Connectivity”) and the collection of data analytics relating to the Hardware and Connectivity.  To provide Customer visibility to the status of the Managed Services, OptConnect will provide Customer access to OptConnect’s cloud-based online managed services portal (the “Platform”). 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 or leasing relationships, but in each instance OptConnect is the supplier to Customer of Hardware that it either manufacturers or offers for sale from manufacturing partners.  This Hardware is offered with the Managed Services, which include the Connectivity which OptConnect sources from one or more cellular carriers.  Customer’s purchase or rental of the Hardware and purchase of the Connectivity will fall within one of the following two scenarios, as selected in the Proposal:  (a) For Customer Use — Customer desires to purchase the Managed Services for use in managing Customer’s own wireless solutions (the “Customer Equipment”); or (b) For Resale — Customer desires to purchase the Managed Services for resale to end-user customers or to incorporate those services into Customer’s product offering for subsequent resale to Customer’s end users (“Reseller”).  The specific type and quantities of Hardware and Connectivity 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 Managed Services, 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, and will extend automatically for one-year annual renewal terms unless either party provides written notice of non-renewal at least 30 days prior to the end of the initial term, or any renewal term (the “Term”).  Additionally, if any term established in a Customer Order extends beyond the Term of this Addendum, this Addendum shall remain in force through the remaining term of such Customer Order.  In addition to the termination rights set forth in the OptConnect Agreement, Customer may elect to terminate the OptConnect Agreement and/or a Customer Order at any time with 90 days’ notice upon payment of the termination fees set forth herein. 
3. Managed Services. Customer agrees to acquire from OptConnect and OptConnect agrees to provide the Managed Services to Customer or to Customer’s end users, on the terms set forth in the Proposal and/or the Customer Orders.
4. Purchase of Hardware. During the Term, Customer agrees to purchase the make and model of Hardware and in such quantities as set forth the Proposal and/or in one or more Customer Orders. 
5. Hardware Rentals. If Customer is acquiring OptConnect Hardware as an end user to manage its own Customer Equipment, it may elect to rent one or more of the OptConnect Hardware from OptConnect (the “Rented Hardware”) rather than purchase them, over a rental period agreed to in one or more Customer Orders.  The terms of such rental arrangement shall be set forth in the applicable Customer Order.
6. Subscription to Connectivity. In conjunction with the purchase or rental of the Hardware, Customer agrees to subscribe to, and OptConnect agrees to provide, the Connectivity as set forth in more detail in the Proposal and/or one or more Customer Orders.  The fee for Managed Services is based on data expected to be used across all of the devices covered by the Customer Orders that are on the same data plan pooled together.  If Customer’s pooled data usage exceeds the plan amount in any monthly billing period, OptConnect will charge Customer an additional excess usage fee as set forth in the Customer Order.  Upon the occurrence of excess data usage, Customer may elect to move to a higher data plan the following month, and the Managed Services fee will be adjusted accordingly.
7. Pricing and Payment Terms. The price payable by Customer to OptConnect for the Managed Services is set forth in the Proposal and/or in one or more Customer Orders.  Payments for the Managed Services are due upon Customer’s receipt of an OptConnect invoice.
8. Fees Payable Upon Customer Early Termination. Upon termination by Customer of the OptConnect Agreement or a Customer Order for Hardware and Services prior to the end of the Term, Customer agrees to promptly pay OptConnect, if applicable: (i) in full for all monthly fees due under the remaining term of the Customer Order for the Managed Services; (ii) a “deactivation fee” equal to $25 for each line of service that is deactivated prior to the end of the Term; and (iii) an “unreturned product fee” of $180 for each Rented Hardware that is not returned in good working order to OptConnect within 20 days of the termination date. The foregoing payment obligations of Customer shall survive the termination of the OptConnect Agreement or the applicable Customer Order. Upon termination of a Customer Order that includes prepaid Services, there will be no right to a refund of those fees. 
9. Limitation of Liability. OPTCONNECT IS NOT RESPONSIBLE FOR AND SHALL NOT HAVE ANY LIABILITY TO CUSTOMER FOR (A) LIBEL, SLANDER, DEFAMATION OR THE INFRINGEMENT OF COPYRIGHT ARISING FROM MATERIAL OR MESSAGES TRANSMITTED OVER THE TELECOMMUNICATIONS NETWORK OF OPTCONNECT OR RECORDED ON THE EQUIPMENT OF OPTCONNECT; (B) DAMAGES ARISING OUT OF CUSTOMER’S UNAUTHORIZED ACT, DEFAULT, NEGLECT OR OMISSION IN THE USE OR OPERATION OF EQUIPMENT ACTIVATED ON THE TELECOMMUNICATIONS NETWORKS OF OPTCONNECT; (C) DAMAGES ARISING OUT OF THE TRANSMISSION OF MATERIAL OR MESSAGES OVER THE TELECOMMUNICATIONS NETWORKS UNDER OPTCONNECT ON CUSTOMER’S BEHALF, WHICH IS IN ANY WAY UNLAWFUL; OR (D) ANY ACT, OMISSION OR NEGLIGENCE OF OTHER COMPANIES OR TELECOMMUNICATIONS SYSTEMS IN RELATION TO THE PROVISION OF THE SERVICES, WHEN THE FACILITIES OF SUCH OTHER COMPANIES OR TELECOMMUNICATIONS SYSTEMS ARE USED IN ESTABLISHING CONNECTIONS TO OR FROM FACILITIES AND EQUIPMENT CONTROLLED BY CUSTOMER. 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 SERVICES OR PRODUCTS, OR OTHERWISE IN CONNECTION WITH THIS ADDENDUM, ANY CUSTOMER ORDER, THE OPTCONNECT AGREEMENT OR THE TRANSACTION CONTEMPLATED THEREBYWHETHER CLAIMED IN CONTRACT, TORT OR OTHERWISE, AND EVEN IF OPTCONNECT COULD REASONABLY FORESEE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10. 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.
11. Use of the Platform. In support of the Hardware acquired by Customer hereunder, OptConnect grants Customer or its users the right during the Term to access the Platform applicable to the Hardware acquired by Customer. The Platform is provided on an “as is” and “as available” basis. The use of the Platform by Customer or its users is at their respective sole risk. Customer is responsible for maintaining the confidentiality of all login credentials (usernames and passwords) used to access Customer’s account through the Platform and for all uses of the Platform, by anyone using those login credentials where applicable. OptConnect may, in its sole discretion, alter, limit or modify any part of the Platform at any time.  In the event of a material change in the existing features/functionality of the Platform, OptConnect will provide Customer 90 days advanced notice before such change.
12. VPN Access. OptConnect offers Customer the Platform to gain access to the Hardware which relies on a virtual private network (VPN) and strongly recommends that Customer use this free service for data security purposes. Customer’s use of the VPN will be subject to certain terms of service agreed to at the time of access to the VPN. If Customer does not use the OptConnect VPN for access to the Hardware through the Platform, but instead requires OptConnect to use a public network to access the Hardware, then Customer shall be responsible for all data breaches or other activity from and to the Platform and the Hardware, regardless of who initiates the activity, including but not limited to any and all activity generated through a distributed denial of service (DDOS) attack. If the data activity from or to the Platform and the Hardware results in fees, costs, expenses or charges to OptConnect in excess of Customer’s monthly “Wireless Service Charge” or monthly data plan limit set forth in the Agreement, Customer shall be solely responsible for and shall pay all such excess fees, costs, expenses or charges, and Customer hereby irrevocably, unconditionally and completely releases and discharges OptConnect from, and agrees to indemnify and hold OptConnect harmless of and from, any and all fees, costs, expenses, charges, claims, liabilities, demands or grievances arising out of or relating to the data activity from or to the Hardware, as well as causes of action of any kind or nature whatsoever arising out of or relating to the data activity from or to the Platform and the Hardware.
13. 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]