CM-2020-063 - 2/28/2020TABLE OF CONTENTS
PAP
ARTICLE 1.0 DEFINITIONS.........................................................................................................I
ARTICLE 2.0 NON-EXCLUSIVE REVOCABLE AUTHORITY................................................3
ARTICLE 3.0 TERM OF AGREEMENT.......................................................................................3
ARTICLE 4.0 ACCESS TO EQUIPMENT, NUMBERS AND CONNECTIONS .......................A
ARTICLE 5.0 PRICES AND TERMS OF PAYMENT.................................................................A
ARTICLE 6.0 CUSTOMER'S OBLIGATIONS; LIMITATIONS.................................................6
ARTICLE 7.0 TRADE NAMES AND TRADEMARKS...............................................................6
ARTICLE 8.0 DESCRIPTION OF SERVICE................................................................................6
ARTICLE 9.0 SUPPORT SERVICES............................................................................................7
ARTICLE 10.0 RESTRICTIONS.............................................................................................I.....7
ARTICLE 11.0 LIMITATIONS OF WARRANTIES AND LIABILITY......................................8
ARTICLE 12.0 DEFAULT, TERMINATION OF AGREEMENT, DISCONNECTION
AND MIGRATION OF SERVICE.......................................................................10
ARTICLE 13.0 CUSTOMER WARRANTIES .............................................................................12
ARTICLE I4.0 MISCELLANEOUS............................................................................................12
ARTICLE 15.0 SCHEDULES, APPENDICES, AND EXHIBITS..............................................14
ARTICLE 16.0 DATA USAGE MONITORING SERVICE........................................................15
ARTICLE 17.0 POOLED SERVICE PLANS...............................................................................16
507541".1
MASTER SERVICES AGREEMENT
Customer agrees to the following terms and conditions relating to wireless service
provided by Solve Networks, Inc. (Company or Solve). This Master Services Agreement (the
"Agreement") shall be construed in accordance with and governed by the laws of the State of
Texas. This Agreement is entered into as of (Effective Date).
Customer acknowledges that they have read this Agreement, understand it, and agree to
be bound by its terms and conditions.
ARTICLE 1.0
DEFINITIONS
The terms set forth below when used herein shall have the following meanings:
1.1 "Activation" occurs at such time as the Company commences providing Services
to a Connection purchased by Customer. Each new Connection assigned to an account
constitutes an Activation.
1.2 "Activation Date" means the date on which the Company commences facilitating
Services to a Connection assigned to Customer.
1.3 "Activation Fee" means the fee charged to Customer by Company for initiating
Equipment for accessing the Services through the Facilities. The Activation Fee is identified in
the Customer's Service Plan.
1.4 "Affliate' or "Affiliates" means any individual(s) or entity(ies) that controls, is
controlled by, or is under common control, with "control" meaning directly or indirectly owning
a majority equity interest in, or otherwise having the power to direct the business affairs of, the
controlled individual(s) or entity(ies).
1.5 `Billing Cycle" means each period of time used by Company in its billing of
Services to Customer according to the Customer's Service Plan.
1.6 "Company" means Solve Networks, Inc.
1.7 "Connection" (s) means the ten (10) digit phone number assigned to Customer by
the Mobile Operator to provide access to the Services.
1.9 "Customer Content" means all identifying information related to the Customer
that is maintained by Company, including data usage amounts, available call data records, billing
records, Connections, Services, Service Plans, Equipment, and the like.
1.9 "Contracting Affiliate" means any Affiliate of Customer that issues a Purchase
Order to Company for obtaining Services under this Agreement.
i6375493. I L
1.10 "Data Usage Monitoring Service" means the Company's Internet -based
management platform that allows Customer to access, monitor, use, and manage their respective
Services, Service Plans, Connections, Activations, Equipment, Customer Content and the like.
1.11 "Deactivation" means termination of Services to any Connection assigned to
Customer for any reason.
1.12 "Effective Date" means the date on which Customer accepts these Terms &
Conditions.
1.13 "Equipment" means all devices or equipment necessary to enable Customer to
receive and access the Services, including but not limited to, Customer's network or facilities (if
any), any Customer device and related equipment.
1.14 "Facilities" means the Mobile Operator's network, including the CDMA, GPRS,
EDGE, HSPA, LTE systems, or other such radio access technology systems, or any combination
thereof, including, without limitation, the telecommunications switching equipment, servers, cell
sites, cell siteBTS transceiver equipment, connections, billing systems and other equipment
utilized by Mobile Operator to provide the Services.
1.15 "Initial Activation Date" means the date on which the Company first commences
providing Services to a Connection assigned to Customer under this Agreement on both the
Company's and Mobile Operator's networks.
1.16 "IOT Product" means an Internet of Things (IOT) wireless network device
capable of communication within the Facilities that is purchased or leased by Customer from
Company or the use of such IOT Product that is purchased or leased by Customer from
Company.
1.17 "Managed Service Data Plan" means a Service Plan that includes managed
services. Managed Service Plans will be administered according to the terms and conditions of
the Solve Premier 16T Support Agreement attached as Schedule A hereto. The Solve Premier
IoT Support Agreement only applies to Customers who have purchased such a Managed Service
Data Plan.
1.18 "Mobile Operator" means the underlying mobile wireless network operator
providing the Services and Facilities, and its subsidiaries and affiliates.
1.19 "Pooled Service Plan" means a Service Plan that provides for Services to be
shared on a fixed limit by multiple TOT Products. Any TOT Products that are part of the pool
will share from the fixed limit identified in the Pooled Service Plan.
1.20 "Purchase Order" means an order for purchase of Service Plans, equipment,
hardware, IOT Products, or other such products or services provided by Company. Each
Purchase Order entered into by Customer with Company will be entered into subject to the terns
and conditions of this Agreement and will become a part of this Agreement for Services.
$6375493.t - 2 -
1.21 "Services" means the availability of Company's and Mobile Operator's data
networks provided to Customer and includes the specific features and services identified in the
one or more Service Plans attached hereto as Appendix A and incorporated herein, and as may
be amended from time to time by Company or Mobile Operator with prior notice to Customer.
112 "Service Area" means the geographic area in which any Services provided or
accessed according to the Service Plans may be authorized for access by Customer. The Service
Area under this Agreement includes the United States.
1.23 "Service Plans," means the particular set of rates, billing details, terms and
conditions to which Company and Mobile Operator make the Services available to Customer.
All Service Plan may be agreed to by Customer through a separate Purchase Order, which
Purchase Order will be entered into subject to the terms and conditions of this Agreement.
1.24 "SIM" means subscriber identity module that identifies and authenticates
subscribers on a mobile device.
1.25 "SIM Term" means the subscription period for an individual Connection provided
in Customer's Service Plan that survives this Agreement.
1.26 "Subscriber" means any person or entity purchasing Services from Company,
including Customer.
ARTICLE 2.0
NON-EXCLUSIVE REVOCABLE AUTHORITY
2.1 Company agrees to provide Customer and any Contracting Affiliate a non-
exclusive, non -transferable, revocable authority to obtain SIMs from Company which allow
Customer and Contracting Affiliate to access the Services, as defined in Service Plans purchased
by Customer or Contracting Affiliate, as part of an IOT Product used by Customer or
Contracting Affiliate or provided to entities directly or through a distribution channel, subject to
the provisions of this Agreement including, without limitations, any credit limitations set forth in
herein. All distribution channels used shall comply with the terms and conditions outlined in this
Agreement.
2.2 Unless otherwise stated herein, all rights and obligations identified in this
Agreement as belonging to Customer shall be the same rights and obligations belonging
individually to any Contracting Affiliate solely with regard to the Services purchased under the
Purchase Order submitted by the Contracting Affiliate. However, any one Contracting Affiliate
will have no rights or obligations under this Agreement with respect to the Services purchased by
another Contracting Affiliate under a separate Purchase Order.
ARTICLE 3.0
TERM OF AGREEMENT
3.1 Subject to the provisions of ARTICLE 12.0 hereof, the term of this Agreement
shall commence on the Effective Date and continue for a period equal to the term identified in
accordance with Customer's Service Plan.
56375493.1 - 3 -
3.2 For all Service Plans of any length term, this Agreement will automatically renew
for successive month terms on a month -to -month basis ("Month -to -Month Renewal Term'),
unless otherwise terminated according to another provision herein or extended based on a new
Service Plan signed by Customer. Customer may terminate the Agreement before automatic
renewal by providing no less than thirty (30) days written notice of the intent to terminate the
Agreement. If such notice is provided during the initial term, the Agreement will terminate as of
the last date of the initial term. Once in the Month -to -Month Renewal Term, Customer may
terminate the Agreement by giving no less than thirty (30) days written notice of the intent to
terminate. If such notice is provided during any Month -to -Month Renewal Term, the Agreement
will terminate as of the last day of the then -current month term.
ARTICLE 4.0
ACCESS TO EQUIPMENT, NUMBERS AND CONNECTIONS
4.1 Provisinn of Wireless rnnnertions. Subject to FCC Number portability rules,
Connections associated with Services shall at all times be the property of Mobile Operator, and
Company may require the return or exchange of such Connections from time to time in the
conduct of its business. In the event a Connection is requested to be returned, Company shall
substitute an alternate connection for such requested returned Connection, at the option of
Customer. Company will use reasonable efforts to notify Customer thirty (30) days in advance of
any required returns or exchanges, subject to FCC number portability rules. Customer must
notify Company if any Equipment causes radio frequency interference with Mobile Operator's
network, otherwise degrades service on Mobile Operator's network, does not comply with US
federal, state or local laws and regulations, is stolen, has been used for fraudulent purposes, or is
defective. Company reserves the right to deny Services at the point of Activation and otherwise
to any Equipment when the Equipment causes radio frequency interference with Mobile
Operator's network, otherwise degrades service on Mobile Operator's network, does not comply
with US federal, state or local laws and regulations, is stolen, has been used for fraudulent
purposes, or is defective. Company shall not be liable to Customer if Service is denied for such
reasons.
ARTICLE 5.0
PRICES AND TERMS OF PAYMENT
5.1 General. The Service Plans available to Customer are subject to these Terms and
Conditions and any additional terms and conditions provided in such Service Plan(s) chosen.
Company's billing records, which shall be based on the billing system provided by the Mobile
Operator, shall be the sole records used to determine what Services were rendered, and shall
prevail over any records maintained by other third parties. Customer agrees to pay Company in
full for all charges invoiced each month, subject to all terms and conditions set forth therein.
Federal, state and/or local regulation and/or tariff, service charges may be changed at any time
during the term of this Agreement. Service Plan charges may change with 30 days' notice to
Customer from Company.
5.2 Invoices. Company will provide all invoices electronically. Customer shall pay
any invoices provided by Company in accordance with this Agreement within fourteen (14) days
of the date the invoice was mailed or, if bills are electronically posted, within fourteen (14) days
5637sa93.1 - 4 -
of such electronic posting. When payment is not made within this time period, Company reserves
the right to charge a late fee equal to the lesser of 1.0% per month or portion of a month, or the
maximum rate permitted by applicable law from the due date until paid. Company reserves the
right to interrupt or terminate Services without prior notice in the event Customer fails to pay
Invoiced charges when due.
5.3 Contracting Affiliates. Each Contracting Affiliate will receive electronic access
to its own invoice identifying charges incurred by the Contracting Affiliate according to the
Services received under the Purchase Order submitted by the Contracting Affiliate. Each such
Contracting Affiliate shall have sole responsibility with respect to, and Company shall look
solely to such Contracting Affiliate with respect to, all obligations relating to its purchase of
Services, and the liability of each such Contracting Affiliate will be several and not joint with
respect to any other Contracting Affiliate, Affiliate, or controlling Customer. Each such
Contracting Affiliate will otherwise individually have all rights and obligations identified to
Customer in ARTICLE 5.0 with respect to billing and payment for Services obtained through the
Purchase Order submitted by such Contracting Affiliate.
5.4 niSpited rharges. Customer shall provide Company with written notice of any
disputed charges within fourteen ( 14) days after Customer receives the invoice containing the
charges in question and, with such notice will include reasonable detail regarding the dispute. If
the disputed charges cannot be resolved by mutual agreement of Customer and Company, the
dispute will be handled under the dispute resolution process described in Article 14.12.
Notwithstanding the above, Customer shall pay all invoiced charges when due.
5.5 Ser&C Madifications. When Customer desires to modify or terminate Services
with respect to one or more Connections, Customer shall provide Company with written notice
thereof. Such notice shall be given during Company's normal business hours, and shall specify
the Connections, the date upon which Services should be modified or terminated, the nature of
the proposed modification or termination, and such additional information as Company may
reasonably require. Company may modify or terminate Services with respect to one or more
Connections as provided below in ARTICLE 10.0 with respect to abuse or fraudulent use.
5.6 If Customer files for bankruptcy protection or an involuntary bankruptcy petition
is filed against Customer, Company and Customer agree that Company shall be entitled to draw
down against any deposit for any sums that are past due at that time. Should Company seek relief
from the automatic stay in order to effect such action, although such relief may not be required
under current law, Customer agrees and stipulates to the entry of relief from the stay and agrees
to raise no defenses thereto. Company and Customer stipulate that the deposit and the
Customer's obligations under this Agreement arise out of the same transaction.
5.7 Payment Terms and nepncit. Company may modify the payment terms to require
full payment in advance and/or require Customer to provide such other assurances as it may
require to secure Customer payment obligations. In the event the customer defaults on its
financial obligation to Company and Company incurs legal and/or collection fees to pursue
collection, the customer agrees to reimburse Company in full for all costs incurred to satisfy
collection.
S637$493.1 - 5
5.8 Taxes. Customer shall pay all applicable federal, state and local sales, use, public
utilities, gross receipts or other taxes, fees, or recoveries imposed on Company as a result of this
Agreement (collectively, "Taxes'} (other than taxes imposed on the net income of Company)
except as to such taxes that have already been billed to and collected from Customer. Customer
will reimburse Company for any such Taxes paid by Company on Customer's behalf.
ARTICLE 6.0
CUSTOMER'S OBLIGATIONS; LIMITATIONS
6.1 rharges for Sorvire. Customer is solely responsible for all charges with respect to
any Service Plans selected by Customer from the date of Activation of a Connection through
twelve (12) hours after receipt by Company of written notice from Customer to discontinue or
suspend Services for any such Connection. Customer agrees to pay all service fees for the length
of each connection's SIM Term even when a Connection is suspended or terminated.
6.2 rontact Rcrsnn. Customer shall provide finance, operational and technical
contacts for quick responses to questions and issues.
6.3 SIMs. Where applicable, Customer must purchase SIMs from Company for
obtaining Services on Mobile Operator's Facilities. Customer is only authorized to use SIMs
purchased under this Agreement by properly inserting the SIMs into approved Equipment for use
on Mobile Operator's Facilities.
ARTICLE 7.0
TRADE NAMES AND TRADEMARKS
7.1 rump siny MAri«. Customer shall not use, acquire or claim any right, title or
interest in or to any trademarks, service marks or trade names (collectively, "Marks') owned by
or licensed to Company or Mobile Operator, unless Customer receives express written consent.
7.2 Survival. Any term which by its nature extends beyond expiration or termination
of this Agreement shall survive any such expiration or termination and remain in effect until
fulfilled and shall apply to respective successors and assigns.
ARTICLE 8.0
DESCRIPTION OF SERVICE
8.1 qarvices Acentding to qarvice Plans. Services shall be provided in accordance
with the descriptions set forth in the Service Plans, which may be modified or amended by
Company with 30 days written notice to Customer. All Service Plans purchased by Customer
shall be purchased under a Purchase Order
8.2 Service Area- The Services provided in accordance with Customer's Service
Plan(s) shall only be provided by Company under the Service Plan within the United States (the
"Service Area').
8.3 Roaming. Roaming charges apply when the IOT Product is used outside of the
Service Area. Billing of roaming charges and minutes of use, or wireless services may be
56375493.1 - 6 -
delayed or applied against included data, minutes, or Services in a subsequent Billing Cycle,
which may cause Customer to exceed your allocated data, minutes, or Services limits in a
particular Billing Cycle. Domestic and international roaming charges will be applied in addition
to any Service Plan charges.
ARTICLE 9.0
SUPPORT SERVICES
9.1 Unless otherwise provided for in a valid agreement attached to these Terms &
Conditions as a schedule, Company is not obligated to provide any support or management
services to Customer.
ARTICLE 10.0
RESTRICTIONS
10.1 Forbidden Activities. Services to a Connection may be restricted or cancelled
without prior notice to Customer if there is a reasonable, good faith suspicion of abuse or
fraudulent use. Customer agrees to make good faith efforts to minimize abuse or fraudulent use,
to promptly report to Company any such abuse or fraudulent use of which Customer becomes
aware, and to cooperate in any investigation or prosecution initiated by Company for such abuse
or fraudulent use. Customer shall not, and shall not allow any person to:
(a) Attempt or assist another to access, alter or interfere with the
communications and/or information of other data Subscribers;
(b) Rearrange, tamper with, or make an unauthorized connection with any
Facilities of Mobile Operator;
(c) Use or assist others in the use of any unethical or fraudulent scheme, or by
or through any other unethical or fraudulent means or devices whatsoever, with the intent to
avoid payment of, in whole or in part, any charges for the Services;
(d) Use the Services in such a manner so as to interfere unreasonably with the
use of services by one or more other Subscribers;
(e) Use the Services to convey information deemed to be obscene, salacious
or prurient, or to convey information of a nature or in such a manner that renders such
conveyance unlawful;
(f) Use the Services without permission on a stolen or lost device;
(g) Install any amplifiers, enhancers, repeaters or other devices that modify
the radio frequencies used to provide the Services; or
(h) Use or alter, or attempt to use or alter, the Services for any non -data
purpose, including but not limited to voice related services.
56375493.1 - % -
10.2 Rectrirtinn nn Numher Acsigoment. A Connection may be associated with only
one Customer device at any given time, unless Company provides prior written approval
otherwise.
ARTICLE 11.0
LIMITATIONS OF WARRANTIES AND LIABILITY
1I.1 I)isclaimer of Warranties. EXCEPT AS TO ANY WRITTEN LIMITED
WARRANTY THAT MAY BE PROVIDED, ALL SERVICE AND EQUIPMENT IS
PROVIDED ON AN "AS IS" AND "WITH ALL FAULTS" BASIS, AND WITHOUT
WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. CUSTOMER ASSUMES ALL RESPONSIBILITY AND RISK
FOR USE OF THE SERVICES OR EQUIPMENT. COMPANY DOES NOT AUTHORIZE
ANYONE TO MAKE A WARRANTY OF ANY KIND ON ITS BEHALF AND CUSTOMER
ACKNOWLEDGES IT IS NOT RELYING ON ANY SUCH STATEMENT. ANY
STATEMENTS MADE IN PACKAGING, MANUALS OR OTHER DOCUMENTS, ARE
PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND NOT AS WARRANTIES BY
COMPANY OF ANY KIND. NEITHER COMPANY NOR ITS OFFICERS, DIRECTORS,
EMPLOYEES, AGENTS, DEALERS, SUPPLIERS, PARENTS WARRANT THAT THE
INFORMATION, PRODUCTS, PROCESSES, ANDIOR SERVICES AVAILABLE
THROUGH THE SERVICES OR EQUIPMENT WILL BE UNINTERRUPTED, ACCURATE,
COMPLETE, USEFUL, FUNCTIONAL OR ERROR FREE. CUSTOMER HAS NOT RELIED
ON AND WILL NOT CLAIM THAT IT IS ENTITLED TO THE BENEFITS OF ANY
REPRESENTATIONS, PROMISES, DESCRIPTION OF THE SERVICES OR OTHER
STATEMENT NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.
11.2 Limitatinn nf Ijahili . Company shall not be liable for any deficiency in
performance caused in whole or in part by act or omission of Mobile Operator or service
Customer, dealer, equipment or facility failure, Equipment failure, Facilities problems, lack of
coverage or network capacity, equipment or facility upgrade or modification, acts of God,
strikes, fire, terrorism, war, riot, emergency, government actions, equipment or facility shortage
or relocation, or causes beyond Company's reasonable control, including without limitation the
failure of an incoming or outgoing call, including a 9-1-1 emergency call, to be connected or
completed or for the functionality of location services, including 9-1-1 location services. EVEN
IF COMPANY HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES, THEY
WILL NOT BE LIABLE TO CUSTOMER OR ANY OF CUSTOMER'S EMPLOYEES,
AGENTS, CUSTOMERS OR ANY THIRD PARTIES FOR ANY DAMAGES ARISING
FROM USE OF THE SERVICES OR ANY EQUIPMENT, INCLUDING WITHOUT
LIMITATION: DISCLAIMED DAMAGES OR LOSS OF PRIVACY DAMAGES;
PERSONAL INJURY OR PROPERTY DAMAGES; OR ANY DAMAGES WHATSOEVER
RESULTING FROM INTERRUPTION OR FAILURE OF SERVICES, LOST PROFITS, LOSS
OF BUSINESS, LOSS OF DATA, COST OF REPLACEMENT PRODUCTS AND SERVICES,
SUSPENSION, TERMINATION, OR THE INABILITY TO USE THE SERVICES, THE
CONTENT OF ANY DATA TRANSMISSION, COMMUNICATION OR MESSAGE
TRANSMITTED TO OR RECEIVED BY ANY EQUIPMENT, OR LOSSES RESULTING
FROM ANY GOODS OR SERVICES PURCHASED OR MESSAGES RECEIVED OR
56375493.1 - 8 -
TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. THE SERVICES ARE
NOT GUARANTEED AGAINST EAVESDROPPERS, HACKERS, ATTACKS, VIRUSES,
OR INTERCEPTORS, AND CUSTOMER AGREES THAT COMPANY SHALL NOT BE
LIABLE TO CUSTOMER FOR ANY LACK OF PRIVACY OR SECURITY. THE
MAXIMUM AGGREGATE LIABILITY OF COMPANY TO CUSTOMER, AND THE
EXCLUSIVE REMEDY AVAILABLE IN CONNECTION WITH THE AGREEMENT FOR
ANY AND ALL DAMAGES, INJURY, LOSSES ARISING FROM ANY AND ALL CLAIMS
AND/OR CAUSES OF ACTION RELATED TO THE SERVICES OR EQUIPMENT, SHALL
BE TO RECOVER NO MORE THAN S50,000. THE EXISTENCE OF MULTIPLE CLAIMS
OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR
EXTEND THE LIMITATION OF MONEY DAMAGES. THE LIMITATIONS SET FORTH IN
THE PRECEDING TWO PARAGRAPHS ARE INDEPENDENT OF EACH OTHER AND
BOTH THE LIMITATION OF DAMAGES AND LIMITATION OF REMEDY SET FORTH
ABOVE WILL SURVIVE ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY OR
ALL PARTS OF THE LIMITED REMEDY SET FORTH IN THE PARAGRAPH
IMMEDIATELY ABOVE.
11.3 Company shall not be liable for, and Customer shall defend, indemnify, hold
harmless and forever discharge Company from, all damages (including personal injury or death
and damage to property), claims, actions, losses, liabilities and other expenses (including
reasonable attorneys' fees), regardless of the time when they occur, that arise out of any action
brought by a third party in connection with (i) Customer's use of the Services or the IOT Product
(used independently or in conjunction with the Services) or any Equipment or software used in
conjunction therewith, (ii) any disabling of Equipment by Company pursuant to ARTICLE 4.0,
ARTICLE 10, or 11.5, (iii) any breach or violation of this Agreement by Customer including any
representations and warranties provided herein.
11 A Customer agrees to secure and maintain in force and effect all insurance, licenses,
approvals, certifications, and permits necessary to conduct its business in full compliance with
all applicable laws, ordinances and regulations. Customer may be required to maintain specific
levels of insurance if payments due Company exceed $25,000 per month. Upon request from
Company, Customer agrees to provide proof of insurance.
11.5 Customer has no contractual relationship with the underlying Mobile Operator.
Customer understands and agrees that the underlying Mobile Operator shall have no legal,
equitable or other liability of any kind to the Customer.
(a) Customer acknowledges that Services may be temporarily refused,
interrupted, curtailed or limited because of atmospheric, terrain, other natural or artificial
conditions and may be temporarily interrupted or curtailed due to usage concentrations,
modifications, upgrades, relocation and repairs of transmission Facilities.
(b) Customer agrees that the underlying Mobile Operator shall not be
responsible for such interruptions of Services or the inability to use the Services outside its
service coverage area.
36375493.1 - -
(c) Customer understands that the underlying Mobile Operator cannot
guarantee the security of wireless transmissions and will not be liable for any lack of security
relating to the use of the Services.
(d) In no event shall the underlying Mobile Operator be liable for any cost,
delay, failure or disruption of Services, lost profits, or incidental, special, punitive or
consequential damages.
(e) In no event shall the underlying Mobile Operator be liable for the failure
or incompatibility of Equipment utilized by Customer in connection with the Services. Customer
shall use the Equipment at its own risk.
(f) Customer shall indemnify, defend and hold the underlying Mobile
Operator and the officers, employees and agents of each of them harmless from and against all
claims, causes of action, losses, expenses, liability or damages (including reasonable attorneys'
fees and costs), and including without limitation for any personal injury or death, arising in any
way directly or indirectly in connection with this Agreement; the provision or use of the
Services; or the use, failure to use or inability to use the Connection. This provision shall survive
the termination of this Agreement.
ARTICLE 12.0
DEFAULT, TERMINATION OF AGREEMENT, DISCONNECTION
AND MIGRATION OF SERVICE
12.1 "Default" under this Agreement shall be defined as a breach by the other party of
any provision herein, including, without limitation:
(a) Either Parry's breach of any material representation, warranty or covenant
of this Agreement;
(b) Failure by Customer to pay any undisputed sum due to Company
hereunder when due within the identified time;
(c) Either Parry's filing of a petition seeking relief for itself under the
bankruptcy laws of any jurisdiction;
(d) Entry of an order for relief against either Party under the bankruptcy laws
of any jurisdiction;
(e) Either Parry's making of a general assignment for the benefit of its
creditors;
(f) Either Parry's consent to the appointment of or taking possession of all or
substantially all of its assets by a receiver, liquidator, assignee, trustee, or custodian;
(g) Either Parry's insolvency or failure to pay its debts generally as they
become due;
507s493,1 - 10 -
(h) Either Party's action (or sufferance of any action taken by its directors or
shareholders) effecting or seeking its dissolution or liquidation;
(i) The commission of any illegal act (excluding misdemeanor traffic
offenses and other minor misdemeanors not involving dishonesty or moral turpitude) by or the
filing of any criminal indictment or information against a Party, its proprietors, partners, officers,
directors or shareholders (to the extent such shareholders control in the aggregate or individual
10% or more of the voting rights or equity interests of such Party); or
6) Unauthorized assignment of this Agreement.
12.2 TPrminatiee.
(a) At the end of the term identified in Customer's Service Plan, either party
may terminate the Agreement by providing written notice to the other party no less than thirty
(30) days before the end of the term. If either party fails to give such written notice, the
Agreement will automatically renew according to Section 3.2.
(b) If you signed up for a Service Plan with a term longer than one month, you
may cancel this Agreement at any time without cause by paying the Early Termination Fee
provided for in your Service Plan.
(c) No refunds will be provided for cancelation of a Service Plan with a term
of one month or less. Early cancelation of a Service Plan with a term of one month or less are
not subject to an Early Termination Fee.
(d) Either Party may terminate this Agreement in the event of a Default under
Article 12.1(a) or (c)-G) above, or for any other breach by the other Party of any material
provision herein, which is not cured within sixty (60) days following written notice to the
defaulting Party.
(e) Company may terminate this Agreement in the event Customer fails to
pay any invoiced amount due to Company when due and fails to cure such Default within sixty
(60) days following prior written notice to Customer.
(f) Company may terminate this Agreement immediately in the event that
Customer pays any two (2) invoices late during the term. For the avoidance of doubt, a late
payment does not include any late or partial payment made based on disputed charges raised in a
notice provided by Customer under Section 5.2.
(g) A Default for an unauthorized assignment of this Agreement shall
automatically terminate the Agreement without any further notice or action required from the
non -Defaulting Party.
(h) Termination of this Agreement for any cause does not release Customer
from its payment obligations as noted herein.
56375493.1 1 1 -
12.3 lemparary Suspension of Sccvice. Customer hereby authorizes Company to
restrict or suspend the Services to any Connection when Company detects or Customer reports to
Company a runaway SIM, malware attack, or other such unauthorized or damaging use of the
Services or of the Facilities by Equipment of the Customer. Company may restrict or suspend
the Services with little or no notice to Customer when such unauthorized access is detected
without the knowledge of Customer. When Customer does not have actual notice of the
unauthorized access, Company will provide notice of the restriction or suspension of services as
soon as practical for Company after the Services have been restricted or suspended. Customer
will cooperate fully with Company to investigate and remedy the unauthorized access to the
Services.
12.4 Disconnection nf_Seryice. Upon termination of this Agreement for any reason,
Company shall cease to provide access to the Services to Customer as of the date of termination.
12.5 Survival of Financial Qbligations. Termination of this Agreement shall not release
either Party from any financial obligation owed to the other Party, to any financial obligations
that might subsequently accrue as the result of any act or omission occurring prior to termination,
nor from any obligation which is expressly stated to survive termination.
12.6 Remedies. Termination, regardless of cause or nature, shall be without prejudice
to any other rights or remedies of the Parties and shall be without liability for any loss or damage
occasioned thereby, subject to the other terms herein. Termination of this Agreement for any
cause shall not release either Party from any liability which at the time of termination has already
accrued to the other Party hereto or which thereafter may accrue in respect of any act or omission
prior to termination.
ARTICLE 13.0
CUSTOMER WARRANTIES
In addition to all other Customer representations and warranties set forth herein,
Customer represents and warrants that;
13.1 Customer's execution of this Agreement and Customer's performance of its
obligations hereunder does not now and will not in the future violate any agreement between
Customer and any third party.
13.2 Customer has complied with all applicable registration and licensing requirements
to enable Customer to act as a Customer under the terms of this Agreement.
ARTICLE 14.0
MISCELLANEOUS
14.1 Dri$s. In the event that the Services or any charges related thereto are currently
subject, or at any time become subject, to any federal, state or local regulation or tariff, then the
terms and conditions of this Agreement, shall be deemed amended to conform to any conflicting
terms and conditions in effect under such regulation or tariff. in the event that such amendments
are reasonably deemed material by Customer, Customer may terminate this Agreement. All non -
conflicting terms and conditions shall remain valid and effective.
5637S493.1 - 12 -
14.2 Entire Agreement, This Agreement, including all exhibits, appendices, and
attachments hereto, sets forth the entire understanding between the parties with respect to the
subject matter hereof, and supersedes all prior or contemporaneous understandings,
communications or agreements, whether written or oral, regarding such subject matter.
14.3 Anthnri. Each Party hereto warrants that it has the authority to enter into this
Agreement, and the signatories, by executing this Agreement, warrant that they have the
authority to bind the respective parties.
14.4 No Tnint Venture nr Ag=cy. Nothing herein shall be construed or deemed to
create any joint venture, partnership, franchise, or agency between Company and Customer. The
rights, duties, obligations and liabilities of Company and Customer are separate and not joint or
collective, and it is not the intention of the parties hereto to create under any circumstances a
joint venture or partnership or the relationship of master -servant or principal- agent. Except as
expressly provided herein, Company shall have no authority to commit or bind Customer with
respect to any third party, and Customer shall have no authority to commit or bind Company
with respect to any third party.
14.5 Se3tembili. If any term of this Agreement or the application thereof to any
person, entity or circumstance shall at any time or to any extent be determined to be invalid or
unenforceable under any provision of applicable law, to the full extent the applicable law may be
waived, it is hereby waived. To the extent such law cannot be waived, the invalid or
unenforceable term shall be replaced by a valid term which comes closest to the intentions of the
parties to this Agreement. In case such replacement term cannot be agreed upon, the invalidity of
the term in question shall not affect the validity of any other term or this Agreement as a whole,
unless the invalid term is of such essential importance that it can be reasonably assumed that the
parties would not have entered into this Agreement without the invalid term.
14.6 Waivers. Neither the waiver by either Party to this Agreement of any breach of
any agreement, covenant, condition or provision hereof nor the failure of either Party to seek
redress for violation of, or to insist upon strict performance of, any such agreement, covenant,
condition or provision shall be considered to be a waiver of any such agreement, covenant,
condition or provision or of any subsequent breach thereof. No provisions of this Agreement
may be waived except by written agreement by Vice Presidents or officers of Company and by
the President or Chief Financial Officer of Customer.
14.7 Amendments. Company reserves the right to amend these Terms & Conditions,
any schedules, appendices, or exhibits attached here to at any time for any reason. To the extent
that any material provision is amended or any fees or costs will be increased, Company will
provide notice of such material change within thirty (30) days of the intended change.
14.8 Binding =t-Cnrregenrs and Assigns- AsRia ment. This Agreement shall be
binding upon and inure to the benefit of the Parties, their respective successors, personal
representatives, and permitted assigns. Company may assign its rights and obligations hereunder
by giving Customer written notice of such assignment, which assignment shall fully release
Company from any f ether obligations or liability under the terms of this Agreement
commencing on the effective date of the assignment. Customer may assign its rights and
5075493.1 - 13 -
obligations hereunder including to a subsidiary or an affiliate of Customer, with the prior written
consent of the Company. Any transfer of control of fifty percent (50 %) or more of Customer's
assets to any individual, corporation, partnership, or any other entity not a party to this
Agreement as of the effective date, whether or not such transfer is recognized by law shall
constitute an assignment for the purposes of this Section. Company may, in determining whether
to grant its consent to an assignment, consider any factors it deems relevant to such a
determination including, but not limited, to assignee's credit history, business history, and
reputation in the business community.
14.9 Force M iieure. If either Parties' performance of any of its obligations hereunder
is delayed by strike, labor dispute, unavailability of materials, war, act of God, governmental
action, flood, fire, explosion or other matters not within its reasonable control or by the inability
of either Parry to procure and obtain needed government consents or approvals, then the date for
performance shall be extended by the time of such delay; provided, however, that, as to any and
all such causes, the Party so affected shall pursue with reasonable diligence the avoidance or
removal of such delay if reasonably feasible.
14.10 Na>ives. All notices and other communications required by this Agreement shall
be given in writing and shall be deemed to have been duly given and effective upon receipt via
email. Company:
Solve Networks, Inc.
3321 Essex Dr.
Richardson, Texas 75092
14.11 Gavemtng_Law, Venue and rluri diction. This Agreement and the rights and
obligations of the parties hereunder shall be construed in accordance with and shall be governed
by the laws of the State of Texas, without reference to the principles of conflicts of laws that
would require the application of the laws of another jurisdiction and notwithstanding the location
of the Company or Customer and its Facilities.
14.12 Mgpnte Recolutinn.
(a) Any controversy or claim arising out of or relating to this contract, or the
breach thereof, shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator may be entered in any court having jurisdiction thereof Any
arbitration hearing shall be held in Dallas, Texas or Richardson, Texas before one (1) arbitrator.
(b) Nothing in this Agreement shall prevent either Party from seeking
injunctive relief before any court of competent jurisdiction.
ARTICLE 15.0
SCHEDULES, APPENDICES, AND EXHIBITS
15.1 The schedules, appendices, and exhibits hereto constitute a part of this
Agreement.
56375493.1 - 1 4 -
15.2 Amcndmen s to Attachments. Company may amend or modify any of the
schedules, appendices, and exhibits at any time and for any reason; provided that such
amendments are made according to Section 14.7.
ARTICLE 16.0
DATA USAGE MONITORING SERVICE
16.1 Limitations of monitoring smyiees. Customer acknowledges that the Data Usage
Monitoring Service is a tool that when used may provide an approximation of Customer's
current usage levels and may be subject to latency and reporting delays of wireless carrier
systems beyond the control of Company. Due to potential system limitations, including
Customer applications and devices, Company does not guarantee that scheduled Data Usage
Monitoring Service reports or actions will be executed in real or near real time. Customer
acknowledges that a device in session may incur significant overage charges before the Data
Usage Monitoring Service function can be successfully executed, and that failure of the Data
Usage Monitoring Service system to immediately suspend or report on a device for overuse
conditions will not be grounds to dispute overage charges incurred by a device that exceeds a
Data Usage Monitoring Service parameter.
16.2 Wight to Access and I Ise. Company hereby grants to Customer the fully paid -up
and royalty -free right and license to access, view, monitor, use, copy, and download the
Customer Content from the Data Usage Monitoring service.
i6.3 Password-Pmtected Access' I1serjM and Paccwnrdc. The right granted to
Customer pursuant to Section 16.1 shall be provided by means of password -protected access.
Company will grant to Customer a user account administrative privileges to the Data Usage
Monitoring service, allowing Customer to issue to designated authorized representatives the
Customer, user I.D.'s and passwords to access the Customer Content.
16.4 Permitted IIse of Qi0nmer rontent. Customer may use the Customer Content
provided pursuant to Section 16.1 for purposes of (A) monitoring Customer's account status;
(B) testing network connectivity;; (C) verifying the status of the Services and/or the Customer's
SIM Card, and (D) for all other purposes and uses reasonably related to optimizing Customer's
provision, for or on behalf of Users of cellular network services. In turn, Customer agrees to
(i) restrict access to Customer Content to those of its employees who have a need to know same
as part of their official duties; (ii) prohibit its employees from using any information from the
Customer Content for personal reasons; (iii) keep all user identification numbers, and related
passwords, or other security measures (collectively, "User IDs") confidential and prohibit the
sharing of User IDs; (iv) immediately deactivate the User ID of any employee who no longer has
a need to access the Customer Content, and for terminated employees, on or prior to the date of
termination; (v) use or disclose the Customer Content only as permitted by this agreement or as
required by law; and (vi) require all subcontractors or agents that receive or access the Customer
Content, to abide by the same obligations and restrictions as those assumed by Customer under
this Rider.
56375493.1 - 15 -
ARTICLE 17.0
POOLED SERVICE PLANS
17.1 Areaunts. All pooled IOT Products in a Pooled Service Plan must be on the same
data plan and on the same billing account.
17.2 Poolingserm. All Pooled Service Plans shall have a minimum term of one (1)
month, upon which the account will transition to a month -to -month plan at the then current rates.
17.3 Poling Limit. All Pooled Service Plans are limited to a maximum of 3,000 IOT
Products pooled on the same plan.
17.4 Clycmgc Charges. Data limits for all Pooled Service Plans are shared amongst all
of the IOT Products pooled in the plan. Data usage is for each IOT Product will be added to
determine any data overages and accompanying overage charges.
56375493.1 - 1 6 -
IN WITNESS WHEREOF, Customer, by its duly authorized representatives, have
executed and entered into this Agreement with Company as of the date set forth above.
CUSTOMER:
Name:
Title:
Date:
56375493.1 - 17 -
OLVQuote Summary
N E T W Q R K S Account Number 0135-0000529
3321 Essex Drive Quote Number 17748
Richardson, TX 75082 Quote Date 01/27/2020
Amanda Crowell Quote Amount S40.00
City of Round Rock Estimated Tax $0.00
Total Amount $40,00
Recurring Charges
1. Data usage, measured In kirobytes (K6). will be aggregated at the end of the month and then rounded to the next megabyte (MB) For reference
purposes.1024 KB =1 MB, 1024 MB = 1 gigabyte (GS)
2 Additional charges will apply for SMS or Roaming outside of the coverage geography
3. Taxes. surcharges. and fees, such as E911 and gross receipt charges vary by market and add between 6°% and 39°% to your standard monthly
access and any overage charges.
4, Each device in a pooled plan must have the same data allowance rate plan and be within the same billing account 3000 max devices in each pool
5 Early termination fee, if applicable, Is charged per device terminated in the plar;.
6. This data p'an �s subject to the Master Service Agreement between Customer and Solve Networks
cap Bae•76&50913 amad. aalaa*wrvanatwarka wm visit wow wivensavarks corn manage a" sdvinatwaft cam par bMng wkenatwahs cam
City of Round Rock
ROUND ROCK
Try Agenda Item Summary
Agenda Number:
Title: Consider executing a Master Services Agreement for wireless services
provided to the City by Solve Networks, Inc.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 2/28/2020
Dept Director: Michael Thane, Director of Utilities and Environmental Services
Cost: $1,440.00
Indexes: Utility Fund
Attachments: AGMT
Department: Utilities and Environmental Services
Text of Legislative File CM-2020-063
The Brushy Creek East Regional Wastewater Treatment Plant (WWi-P) uses Win911 for its
alarm call outs to the Operators and Mechanics. Win911 will alert these employees when there
is an issue with the plant (Lift Station Levels, Pump Failures, Sensor Failures, etc.). This helps
to ensure that the plant is running properly at all times.
There have been issues lately with dropped calls and the inability to hear and/or acknowledge
alarms while using the land lines at the plant. We have found a cellular solution that will
eliminate the issues while adding additional features to the system's capabilities.
The WWTP recommends entering into a three year contract with Solve Networks, Inc. which will
not exceed $1,440.00 ($480.00/year).
Cost. $1,440
Source of Funds: Utility Fund
City a/Round Rock page q printed on 2/2712020