HomeMy WebLinkAboutEmbedded Works Corp,t~$1~%x~ RESOLUTION 2012-526
%'~J/---- ADOPTED DOC ID: 7957
TI'dS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2012-526 WAS
ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON
JUNE 19, 2012:
RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs
Supervisor Scott A. Russell to execute the Master Services Agreement between the Town of
Southold and Embedded Works Corporation~ regarding the Town's subscription to
Ebedded's services in connection with the Landcell Modem located at the Solid Waste District
for use by the Fuel Management System for data communication, subject to the approval of the
Town Attorney.
Elizabeth A. Neville
Southold Town Clerk
RESULT: ADOPTED [UNANIMOUS]
MOVER: William Ruland, Councilman
SECONDER: Albert Krupski Jr., Councilman
AYES: Ruland, Talbot, Doherty, Krupski Jr., Evans, Russell
Embedded Works Corporation Page 1 of 6
Full Spectrum of
Embedded Wireless
and OEM Solutions
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EMBEDDED WORKS MASTER SERVTCES AGREEMENT
WHEREAS, IEmbedded is engaged in the business of providing wireless data application services via cellular networks in the United States of America and
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally
bound, the parLies hereby agree as follows:
:/.. DEFI'NITIONS
1.1 "Activated Device" shall mean each Enabled Device that is activated on the Embedded Infrastructure. Activation occurs at the earlier of
either Customer's usage of Enabled Device or Customer's purchase of Services from Embedded. 1.2 "Enabled Device" means a Customer
cellular mobile device that contains and/or utilizes Embedded's Services.
1.3 "End-User" means the ultimate user of Services provided to Customer.
1.4 ~[nitiai Service Term" shall mean the minimum period of active devices from the Effective Date as outlined in Exhibit
1.5 "Embedded Infrastructure" shall mean Embedded's hosted network operations center that is connected to Embedded's
telecommunications carriers' wireless networks to enable data to be sent from Embedded's equipment to Enabled Devices via the wireless network
of Embedded's telecommunications carriers.
1.6 "Embedded Data Cards" shall mean the SIM (subscriber identity module) cards and/or ESN (Electronic Serial Number) activations provided
by Embedded to Customer to utilize the Service.
1.7 "Services" shall mean the services as defined in Exhibit A of tfii5 Agreement.
1.8 "Territory" shall include the areas of geography as set forth in Exhibit D.
2. SERVI~CES AND SUPPORT
2.! Upon receipt of Customer's properly executed purchase order for Embedded Data Cards, Embedded shall, within a conlmercially
reasonable time, prepare and ship the ordered Embedded Data Cards to Customer, F.O.B. Embedded's origination, Delivered Duty Unpaid (DDU)
(lncoterms 2000).
2.2 AS it pertains to Embedded's SIM based Services, upon shipment from Embedded's origination point, title and risk of loss with respect to
the Embedded Data Cards shall pass to Customer (except for any embedded software, which is provided solely for use in connection with the
Service and for which all ownership rights are retained by Embedded and/or Embedded's licensor(s), and Customer shall be responsible for the
Embedded Data Cards thereafter, Customer will pay all charges in connection with such shlpment~ including without limitation transportation
charges~ insurance premiums, duties, costs of compliance with export and import controls and regulations, and other governmental assessments.
2.3 Subject to the terms hereof, Embedded will use reasonable efforts to provide Customer the Services set forth in Exhibit A and Support
Ferms and Conditions in Exhibit B.
3. RESTRICTIONS AND RESPONSIBI'LI'TI'ES
3.1 This is a contract for Services, any So[tware (as defined below) associated with the Services will be installed, accessed and maintained
only by or for Embedded for use solely in connection with the Services and no separate license is granted thereto. Customer will not, directly or
indirectly (and wilt not allow any third party to); reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object
code or underlying structure, ideas or algorithms of the Services or any software, Embedded Data Cards or data related to the Services ("Software",
which term shall be deemed to include any user documentation); modify, translate, or create derivative works based on the Services or any
Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber dghts to the Services or
any Software; use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party, except for
authorized end users of Customer; or remove any proprietary notices or labels with respect to the Services. Embedded owns and retains all right,
t(tle and interest in and to the Services and Software and all related intellectual property righL~ (except title to the tangible Embedded Data Cards
(excluding software) delivered to Customer per Section 2).
3.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Ernbedded's standard policy
then in effect, the ternts of which am set forth in Exhibit C attacbed hereto, and all applicable laws (including but not limited to policies and laws
related to spamming, privacy, intellectual property, consumer and chi[d protection, obscenity or defamation). Although Embedded has no obligation
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to monitor the content provided by Customer or Customer's use of the Services, Embedded may do so and may remove any such content or prohibit
any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
3.3 Customer further represents, warrants, and agrees: la) not to disseminate performance information or analysis (including, without
limitation, benchmarks) from any source relating to the Software or Service; lb) that neither this Agreement nor the performance of or exercise of
rights under this Agreement, is restricted by, in conflict with, requires registration or approval or tax withholding under, or affects Embedded's
proprietary rights under, or will require any termination payment or compulsory licensing under, any law or regulation of any organization, country,
group of countries or political or governmental entity located within or including all or a portion of the applicable territory; (c) to comply with the
U.S. Foreign Corrupt Practices Act arid all applicab[e laws arid regulations. If a Service is provided to any unit or agency of the United States
Government ("U.S. Government"), the following provisions shall apply (and Custhmer shall ensure that the following provisions are included in the
applicable end user agreement): All software and accompanying documentation are deemed to be "commercial computer software" and "commercial
computer so[tware documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification,
reproduction, release, performance, display or disclosure of the software and accompanying documentation by the U.S. Government shall be
governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms herein. Customer and
its End User customers are not entitled to receive any source code or source documentation relating ta the Software; and (d) to use, in addition to
and without in any way limiting Customer's other obligations hereunder, all methods to protect Embedded's rights with respect to the Services and
Software as it uses to protect its own or any third party's services, software, confidential information or rights of a similar nature.
3.4 Customer or End Users shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to,
access or otherwise use the Services, including, without limitation, cellular terminals and GSf4 or CDf4A modules (collectively, "Equipment").
Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to
administrative and user passwords) and files; and Customer shall be fully responsible for all uses of Services (and all associated Fees) or the
Equipment, with or without Customer's knowledge or consent and whether or not authorized by Customer.
3.5 Each Enabled Device model requires mobile carrier certification prior to use with the Services.
Customer is responsible for obtaining End-User Enabled devices to validate for certification, iqinor changes to certified Enabled Device models that
do not impact either the ti) antenna (ii) modem model, or (iii) device operating system, will generally not require re-certification. Customer will
perform all such certification testing in good faith and in accordance with current requirements.
3.6 Initial Enabled Devices to be certified and subsequently sold by Customer shall be those listed in Exhibit E.
3.7 Customer shall provide evidence that the device has regulatory approval for use in its intended geography of operation and is standards
compliant. Such evidence for regulatory approval shall include, for example~ an FCC label and certificate for US operation, tD label and certificate for
Canadian Operation and CE marking and certificate for Operation in EU countries, and evidence for standards compliance shall include, for example,
CTiA/CCF certificate for US/Canada operation.
4. CONFIDENTIALITY
4.t Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information
relating to tfie Disclosing Party's business (hereinafter referred to as "Proprietary thformation" of the Disclosing Party). Notwithstanding the
foregoing, nothing will be considered "Proprietary Information" of the Disclosing Party unless either it is or was disclosed in tangible or written form
(including email and the like) and is conspicuously marked "Confidential", "Proprietary" (or the like) or it is identified as confidential or proprietary at
the time of disclosure.
4.2 The Receiving Party agrees: ti) to take reasonable precautions to protect such Proprietary thformation, and (ii) not to use (except as
expressly permitted herein) or divulge to any third person any such Proprietary information. The Disclosing Party agrees that the foregoing shall not
apply with respect to any information after three years following the disclosure thereof or any information that the Receiving Party can document
la) is or becomes generally available to the public, or lb) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was
rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary [nformatlo~ of the
Disclosing Party or (e) to the extent it is required by taw to be disclosed. In any event, it may be necessary for Embedded to transfer, process and
store billing and utilization data and other data necessary for Embedded's provision of the Services. The transfer, processing and storing of such
data may be to or from the United States, and Customer hereby agrees that Embedded may ti) transfer, store and process such data in the United
States; and (ii) use such data for its own internal purposes and as allowed by law.
5. SERVICE ORDERING AND FEES
5.1 All purchase orders issued pursuant to this Agreement shall be governed exclusively by the terms and conditions of this Agreement and
there shall be no force or effect to any different or additional terms contained in any such purchase order.
5.2 Customer will pay Embedded the fees for the Services as set forth in Exhibit A (the "Fees"). If Customer's or its End Users use of the
Services in any given month exceeds the maximum monthly data usage allotment (which includes data overages, sins, and roaming fees, etc.) as
set forth in Exhibit A, Customer shall be billed tot the excess usage and Customer agrees to pay the additional fees with respect to such excess
usage. All Fees are non-cancelable and non*refundable. Embedded reserves the right to change the Fees or applicable charges and to institute new
charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be
sent by email). ]in addition, Embedded may, from time to time, introduce new features and functionalities which may be made available to Customer
and may require additional fees.
5.3 Embedded will bill through an invoice which may be delivered via electronic mail. The purchase of Embedded Data Cards will be invoiced
upon shipment to Customer; all other Embedded Services (pre-paid plans, data overages, sins overages, activations, deactivation, suspended plans,
etc.) will be billecl at the end of the rurr~nt month. Full payment for invoices issued in any given month must be received by Embedded ten (10)
days after the date of the invoice via wire transfer, or the Services may be terminated. Unpaid invoices are subject to a finance charge of 3% per
month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. Customers who qualify for
monthly billing shall be invoiced in advance, for all active plans at the beginning of each current month.
5.4 TO the extent applicable and known, any federal or state tax or surcharges that may be imposed upon Embedded as a telecommunications
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services provider are included in the Fees (unless sucb tax or surcharge must be separately stated in which case ii will be). Otherwise, all Fees for
Services are net of taxes, and Customer will be responsible for all such applicable taxes that noise in any jurisdiction (including, without limitation,
value added, consunlption, sales, use, withholding, gross receipts, excise, access, bypass, franchise or other taxes~ fees, duties, charges or
surcharges) however designated, imposed on, incident to, or based upon the provision, sale or use of the Services (except for taxes based on
EiTibedded's net income) (collectively "Applicable Taxes"). If Customer is entitled to on exemption from any Applicable Taxes~ Customer is
responsible for providing Embedded with a valid exemption certificate (in a form reasonably acceptable to Embedded). Embedded will give effect to
any valid exemption certificate provided in accordance with the foregoing sentence to the extent it applies to any Services billed by Embedded to
Customer only for the period following Embedded's ~eceipt of such exemption certificate. If any exemption certificate provided by Customer is
deemed invalid or otherwise inapplicable to any use by Customer of the Services (including any internal Customer use), Customer shall be
responsible for, and shall indemnify Embedded against, alt such Applicable lraxes.
6. MINIMUM COMMITMENT
6.1 For each activated device, Customer agrees to pay the applicable fees (as set forth in Exhibit A) for the minimum period of the term
reflected in the order that Customer placed. The device(s) wiU auto renew for the additional periods of the same duration as the Initial Service Term
unless Customer notifies Embedded Works prior to the end of the minimum period as per Section 7.1. This notification may be given either by phone
at 888.993.6233 or by email at datasupport~embeddedworks.net. Customer is responsible for any fees associated with reactivation of service if
renewal occurs after deactivation.
7. TERMINATION
8. SUSPENSION OF SERVICES
8.1 Notwithstanding anything in this Agreement to the Contrary, Embedded may without liability suspend or terminate all or any of its
Services to Customer end users if: Ca) the end user is using a device or equipment which is defective, illegal or has not been certified; (bi the end
user is causing any technical or other problems on the Embedded Infrastructure; Cc) the end user is engaging in suspected fraudulent or
unauthorized use.
8.2 If any of the above circumstances may cause suspension of Services to substantially all of Customer's end users, Embedded shall use
reasonable efforts to give thirty (30) days written notice to Customer prior to giving effect to such suspension, unless exigent circumstances do not
permit the provision of such notice. If any such suspension continues for more than six (6) months, the Customer shall have the right to terminate
the Agreement with immediate effect by providing Embedded with prior written notice.
9. WARRANTY AND DISCLAIMER
9.1 Embedded shall use reasonable commercial efforts consistent with prevailing industry standards to maintain and provide the Services in a
manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for
unscheduled emergency maintenance, either by Embedded or by third-party providers, or because of other causes beyond Embedded's reasonable
control, but Embedded shall use reasonable commercial efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
However, Embedded does not warrant that the Services will be uninterrupted or error free; nor does it make any warranty as to the results that may
be obtained from use of the Services. EXCEPT FOR THE FOREGOING, THE SERVICES ARE PROVIDED "AS IS" AND EMBEDDEDDISCLAIHS ALL
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF i~IERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND NONINFRINGEMENT.
9.2 In addition to all other warranties set forth in this Agreement, Customer hereby represents and warrants tbat: (ii Customer shall offer
Enabled Devices to its end-user customer(s) only in the countries of permitted usage as Set forth in Exhibit O attached hereto; (ii) Customer shall
provide written notification in advance to Embedded of its intention to deploy the device in any country not expressly provided in Exhibit D and
provide Embedded widl a list of each such country; (iii) Customer shall provide written notification to Embedded whenever significant numbers of
Customer Activated Devices roam into countries not mentioned in Exhibit D and provide list of such countries; and (iv) Customer shall notify in
writing to Embedded of any hardware or software modifications made to the Enabled Device after completion of the Embedded certification process.
Customer hereby agrees to indemnify and hold harmless Embedded and its officers, directors, carder network partners, suppliers, representatives,
employees and agents against any damages, losses, liabilities, setUements and expenses (including without limitation costs and attorneys' fees) in
connection with any claim or action that arises from an alleged violation of the foregoing or any other term of this Agreement or otherwise from
Customer's use of Services (including, wilhout limitation, any claims by Customer's end users).
Z0. LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, EMBEDDED AND ITS SUPPLIERS (INCLUDING BUT
NOT LIMITED TO ALL EQUIPMENT SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE
RESPONSIEJLE OR LIABLF WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER
ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: CA) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY
OR CORRUPTION OF DATA OR COST OF PROCUREfqENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (Bi FOR ANY
INDIRECT~ EXEMPLARY, INCIDENTAL~ SPECIAL OR CONSEQUENTIAl. DAbIAGES; CC) FOR ANY MATTER BEYOND EMBEDDED'S REASONABLE
CONTROL, EVEN IF EMBEDDED HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING bOSSES OR DAMAGES; OR CD) FOR ANY
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AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO EMBEDDED FOR
THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY'.
11. U.S.GOVERNMENT MATTERS
Customer may not remove or export from the United States or allow the export or re-export of the Services or anything related thereto, or any
direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States
Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority.
12, USE OF NAME
Customer agrees that Embedded may use Customer's name and ~ogo in Embedded sales presentations, marketing materials and web site without
Customer's prior written consent provided that Embedded shall comply with Customer's specifications for use of the Customer's name and logo, as
provided to Embedded. L~kewise, Customer may use Embedded's name and logo to identify Embedded as a supplier to Customer, and Customer will
comply with Embedded's specifications for use of Embedded's name and logo, as provided to Customer.
13. FORCE MA3EURE
Neither party will be liable for any failure or delay in the pertormance of its obligations hereunder (except for the payment of money) on account of
strikes, terrorist activity, shortages, riots, insurrection, fires, floods, power outages, storms, cybercrirne, explosions, acts of God, war, governmental
action, labor conditions, earthquakes, terrorism, supplier bankruptcy or default, failure, delay or interruption by third parties, including without
limitation communications providers, or any other cause which is beyond the reasonable control of such party. In the event Embedded is unable to
deliver Service as a result of a force majeure event, Customer shall not be obligated to pay Embedded for the affected Service for so long as
Embedded is unable to deliver the affected Service.
14. MISCELLANEOUS
If any provision of this Agreement is found to be unenforceable or invalid, that provision wil~ be limited or eliminated to the minimum extent
necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreernent is not assignable, transferable or
sublicensable by Customer except with Embedded's prior written consent. Embedded may transfer, assign or subcontract any of its rights and
obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the
parties and supersedes and cancels all previous written and oral agreements, communicaUons and other understandings relating to the subject
matter of this Agreement, and all waivers and modifications of this Agreement must be in a writing signed by both parties, except as otherwise
provided herein, tn the event of any conflict between the terms and conditions in the body of this Agreement and any Exhibit attached hereto, the
terms and conditions in the body of this Agreement shall control. No agency, partnership, joint venture, or employment is created as a result of this
Agreement and Customer does not have any authority of any kind to bind Embedded in any respect whatsoever. In any action or proceeding to
enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will
be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if
transmitted by facsimile or e-mail; the day after It is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if
sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the laws of the State of California without regard
to its conflict of laws provisions. Any action or proceeding arising out of or related to this Agreement may only be brought in the state or federal
courts in California, and each party hereby consents to the exclusive jurisdiction of such courts with respect thereto.
EXHIBIT A
DESCRIPTION OF SERVICES AND FEES
Embedded's two way CDMA data communications transportation services supported through the Embedded Infrastructure with radio access
INITIAL SERVICE TERM: 12 Months
ADDITIONAL SERVICE FEES;
Charges Cost
SNS fee per message $0.15
Overage Fee per MB $10.00
[Roaming Fee per MB $2.90
EXHIBIT B
CURRENT SUPPORT SERVICE TERMS AND CONDITIONS
To report issues related to Service performance, Customer may contact Embedded Customer Service by
calling 888-993-6233. In order for Embedded to investigate any reported issues, Customer shall provide Embedded with supporting information as
reasonably requested by Embedded.
During the Initial Service Term and any subsequent renewals, Customer may submit requests for Embedded to provide support services to address
problems with the Embedded Infrastructure ("Reguests for Support"), as described herein.
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1. Hours of Suooort Operation: 8 hours per day, 9am-5gm Pacigc Time, excluding weekends and heddays.
2. Method of Contact: Requests for Support may be made by phone to the Embedded Customer Support Center at:
888 993-6233 frorrl Customer Contact(s) to Embedded Contact(s) only, during Embedded Hours of Support Operation or via email at
datasuo~ort ~em beddedworks, net
3. Content: Requests for Support should include:
a) name and contact information of person reporting problem,
b) description of the problem and symptoms, as well identity as MEtD/ESN for devices the SIM (subscriber identity module) cards and/or ESN
(Electronic Serial Number) activations provided by Embedded to Customer to utilize the Service.
c) steps taken to attempt to resolve problem
THESE YERMS AND CONDt't'IONS DEFINE A SERVtCE ARRANGEMENT AND NOT A PRODUCT WARRANTY,
EXHIBIT C
Et4BEDDED STANDARD USAGE POLICIES
The following Standard Usage Policies (the "Usage Policies") apply to all customers and users of Embedded Services (collectively "Services") and are
intended to supplement the terms of the applicable agreement (the "Agreement") between Embedded Works Corporation ("Embedded") and each
customer of the Services (each a "Customer"). Embedded reserves the right, at its discretion, to modify these Usage Policies at any time by posting
a notice on the Embedded Control Center, or by sending Customer a notice via email or postal mail. Customer shall be responsible for reviewing and
becoming familiar with any sudh modifications Use of the Services by Custonief following such notification constitutes Customer's acceptance of the
terms and conditions of these Usage Policies as modified. Customer is responsible for alt of its and its users' activity in connection with the Services
or otherwise under Customer's account.
1) Reoistration and Security, As a condition to using the Services, each user of the Services may be required to register with Embedded and
select a password and user name ("User ID"), Customer shall ensure that each of its users provides Embedded with accurate, complete, and
updated registration information. A user may not (i) select or use as a User ]Da name of another person with the intent to impersonate that person;
or (ii) use as a User ]Da name subject to any rights of a person other than sucb user without appropriate authorization, Each User ID shall be
assigned to (and may only be used by) one unique user and Customer shall ensure that each such User tD is not be shared with or used by any
party other than the unique user to which it is assigned.
2) ADolicable Laws: DecenCy, Customer shall not (nor allow any user to) use the Services m any manner that (a) infringes the intellectual
property or proprietar~ rights, rights of publicity or privacy or other rights of any party, (b) violates any law, statute, ordinance or regulation,
including but not limited to laws and regulations related to spamming, privacy, consumer and child protection, obscenity or defamation, or (c) is
harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, or otherwise objectionable.
3) ~grity. Customer shall not (nor allow any user to) violate or attempt to violate the security of the Services, including, without limitation,
(a) accessing data not intended for such user or logging into a server or account which such user is not authorized to access, (b) attempting to
probe, scan or test the vulnerability of a system or network or to breach security or authentication measures witbout proper authorization, (e)
attempting to interfere with, disrupt or disable service to any user, host or network, including, without limitation, via means of overloading,
"flooding", "mail-bombing" or "crashing", (d) forging any TC~/IP packet header or any part of the header information in any e-mail, (e) taking any
action in order to obtain services to which such user is not entitled or (f) sending any virus, worm, trojan horse or other harmful code or
attachment, Violations of system or network security may result in civil or criminal liability, Embedded reserves the right to monitor the Services at
any and all times,
4) Charoes. You are purdlasing a data plan from Embedded Works Carp, By clicking on the "Continue/OK" button you are agreeing to the
following terrrls regarding your purchase:
a) YOu agree that you will only utilize devices on the network that are CTtA/CCF certified (USA only)
b) You agree not to engage in any behavior which may cause harm to the network
c) Any overages above the maximum monthly data outlined by the plan, will be the responsibility of the customer.
d) Any SIHS messages Sent or received will be billed unless a bundled S~IS plan has been purchased in conjunction with the data-plan,
e) Roaming charges will accrue if the data-plan is used outside of the region specified by the data-plan. Please see the FAQ if you are unsure of what
areas are covered by your plan: http://www.embeddedworks.net/wsim/S[M FAQ,html
f) Voice functionality is NOT supported by the data-plans.
g) Any requests for support should be made using our online support-request form. Support is available N-F 8AM-SPM PST.
EXHIBIT D
SERVICE USAGE WITHIN PERMITTED COUNTRY and REGIONS
Customer is authorized to use Service(s) offered by Embedded only in the following country and region(s) based on Customer's purchased Service
plan(s):
Use of Embedded's Service(s) outside of permitted regions are considered "Roaming" and will result in additional charges which shall be invoiced on
a monthly basis. Embedded reserves the right to suspend and/or terminate Service for Customers which have (a) pre-paid or (b) monthly billing
plans, and has not kept their invoice and Roaming Service charges in good standing,
PERI4ZTTED SERVICE COUNTRY / REGION: USA
EXHIBIT E
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