Standard Billing and Purchase Terms

Last revised January 7, 2015

These Standard Billing and Purchase Terms (“Standard Terms”) relate to the agreement between Customer and Aeris for M2M and wireless services (the “Wireless Services Agreement”) and incorporate the terms of that agreement. In the event of a conflict between the Wireless Services Agreement and these Standard Terms, the Wireless Services Agreement will govern. In the event of a conflict between these Standard Terms and the terms of any individual Customer Pricing Attachment or Billing Plan (as defined below), the terms of the Pricing Attachment or Billing Plan will govern for that Pricing Attachment or Billing Plan. All capitalized terms not otherwise defined below have the meanings given to them in the Wireless Services Agreement.

These Standard Terms provide further information about how SIM Cards and Devices move between device states and about how access fees and usage are billed. They also provide additional terms pertaining to purchases of SIM Cards.

In these Standard Terms, the term “Device” should be read as including SIM Cards unless the context requires otherwise.

DEVICE TERMS

Billing Plans. All Devices must be assigned to a billing plan setting out all access, usage, support and other fees (a “Billing Plan”). Assignment may happen at the time of sale of the Device but must happen no later than when a Device is first provisioned on the Aeris network. The Billing Plan may be contained in Customer’s Wireless Services Agreement, Pricing Attachment or may be as selected by Customer at the time of purchase of a SIM Card or other Device. Any Device not assigned by Customer will be assigned to the monthly Billing Plan available to Customer under its Wireless Services Agreement at the time for Devices using that carrier technology in Customer’s desired service area and having the lowest monthly access fee.

Device States. How Devices are treated on the Aeris network depends on their status. A Device can be in one of five states:

Pre-provisioned State. Devices are not ready to connect to the Aeris network and use wireless services until they have been provisioned, meaning they have been registered on the Aeris network, associated with a Billing Plan and given appropriate identifiers and other credentials that will allow them to use Aeris services. Most Devices have not yet been provisioned when Customer receives them and must be provisioned by Customer after receipt.

Provisioned State. Devices are in the Provisioned State when they are first provisioned on the Aeris network and may incur a provisioning fee, as shown in the Billing Plan. Devices remain in the Provisioned State until they move to the Active-Billed State or are suspended or canceled. The Billing Plan may permit a Device in the Provisioned State to use specified amounts of data, voice or SMS for testing purposes before it moves to the Active-Billed State (the cost of such usage may be included in the provisioning fee or may be billed at special rates) and usually limits the amount of time the Device may stay in the Provisioned State before regular access or usage fees begin to be incurred. See “Active-Billed State Triggers” below.

Active-Billed State. The Active-Billed State is the normal state of Devices on the Aeris network.  Devices move to the Active-Billed State from the Provisioned State or the Suspended State either by Customer’s action or once any one of the Active-Billed State Triggers has been exceeded. A Device moving into the Active-Billed State has been “activated” and may incur an activation fee as shown on the Billing Plan. When a Device on a monthly Billing Plan moves to the Active-Billed State, the monthly access fee and any included amounts of usage will be pro-rated for the number of days that a Device was in the Active-Billed State in that month.

Active-Billed State Triggers. An “Active-Billed State Trigger” is the maximum quantity of data, voice or SMS that a Device is allowed to use, if any, while in the Provisioned State or Suspended State or the maximum length of time that a Device is allowed to remain in the Provisioned State or Suspended State; these allowed amounts, and the rates applicable to any usage, are shown in the Billing Plan for the Device. A Device is moved from the Provisioned State or the Suspended State to the Active-Billed State effective from the beginning of the session in which the Device has exceeded one of the Active-Billed State Triggers.

Prepaid Credit Plans. Devices assigned to a Billing Plan allowing use of a defined quantity of data, voice or SMS for a prepaid fee (known as “Prepaid Credits”) are in the Active-Billed State from the time first assigned to a Prepaid Credit plan until reassigned to a Billing Plan not using Prepaid Credits or until cancelled or moved to the Suspended State.

Suspended State. If permitted in a Billing Plan, Customer may move a Device to the Suspended State at the Web Portal. No access fee is charged while a Device is in the Suspended State. Devices in the Suspended State are still provisioned on the Aeris network and may pass traffic, although any usage of data, voice or SMS may be an Active-Billed State Trigger that returns the Device to the Active-Billed State effective as of the beginning of the session in which the allowed usage is exceeded. A suspension fee may be payable as shown in the Billing Plan for the Device, and is charged each time a Device is placed in the Suspended State. The Device will remain in the Suspended State until it is moved to the Active-Billed State or Cancelled State by Customer, or until it is moved to the Active-Billed State by exceeding one or more Active-Billed State Triggers for the Billing Plan to which that Device was last assigned. When a Device on a monthly Billing Plan moves to the Suspended State or returns to the Active-Billed State, the monthly access fee and any included amounts of usage will be pro-rated for the number of days that Device was in the Suspended State or Active-Billed State in that month.

Cancelled State. Devices can be cancelled and moved to the Cancelled State as follows.

By Customer. Customer may cancel a Device at any time at the Web Portal and must cancel all of its Devices on termination of its Wireless Services Agreement.

By Aeris. Aeris may cancel a Device in any of the following circumstances:

• Customer’s Wireless Services Agreement has terminated but the Device has not been cancelled by Customer;
• a Device on a Prepaid Credit plan has used all of its Prepaid Credits and Customer has not purchased new Prepaid Credits within sixty (60) days; or
• a Device with a Neo SIM card either has not been provisioned within six (6) months of shipment or, while in the Active-Billed State, has not sent or received any data or SMS during any period of 120 consecutive days.

A Device in the Cancelled State is no longer provisioned on the Aeris Network, meaning it no longer has credentials allowing it to send or receive voice, data or SMS. It may not be possible to re-provision a cancelled Device. Aeris may reassign any IMSI, MSISDN or other Numbers associated with cancelled Devices. Unless a Billing Plan specifies otherwise, no refund is given for any access fees or any unused usage or Prepaid Credits.

Calculation and Billing of Usage

Usage in Provisioned State. The Billing Plan will show how a Device may use data, voice or SMS while it is in the Provisioned State. The Billing Plan may state that a certain amount of usage is complimentary or included in a provisioning fee, will set out the Active-Billed State Triggers and will show the rates for usage over any allowed amounts until the Device moves to the Active-Billed State.

Active-Billed State. Devices in the Active-Billed State will incur access fees and usage fees as shown in the Billing Plan for that Device. A Device moved to the Active-Billed State will incur any activation fee, first access fee or first usage fee on that date, and all of that Device’s traffic during the session in which it moves to the Active-Billed State is billed at the Active-Billed State rates (or counted against amounts included with the access fee).

Access Fee Periods. The access fees for a Device may be billed monthly or for a period other than a month (e.g., semi-annual or annual). For Devices on a Billing Plan with a monthly access fee, Aeris will prorate the access fee and included amounts of usage for any Device moved to the Active-Billed State other than on the first day of a month. If a Device is assigned to a Billing Plan having an access fee payable other than monthly, then the access fee for the following period will be charged in the month after the end of the prior period, and any usage included in the access fee will be added to the Device profile on the first day of that month.

Prepaid Credits. Any usage by Devices on a Billing Plan using Prepaid Credits will count against the Prepaid Credits immediately. Once the Device has used all of the data, voice or SMS messages included with the purchased Prepaid Credits, the Device will not be able to pass more traffic until additional Prepaid Credits are purchased or the Device is reassigned to a different Billing Plan not using Prepaid Credits.

Included Usage. If a Billing Plan charges an access or other usage fee that includes usage of specified quantities of data, voice or SMS, the included amounts are only available for the period for which the access or usage fee has been paid, and any unused included amounts will not roll over into the next period or be transferable to any other Device. Any data, voice or SMS used over the included amount will be billed at the overage rates shown in the Billing Plan for the Device.

Data Calculation. Data usage calculations include all data sent to and received from a Device, including actual user data plus other data that may be added to transmit the user data (e.g., TCP/UDP overhead, retries and failed session attempts).

Rounding. Data usage is rounded up to the next 1 KB per Device per session and voice usage is rounded up to the next whole minute unless the Billing Plan shows a different rounding method.

Pooling. The Billing Plan will indicate if Customer’s Devices are allowed to share, or “pool,” data and SMS. If pooling is permitted, usage is shared among Devices assigned to the same Billing Plan and placed by Customer in a “Report Group.” The combined data or SMS usage included in the access fee of all Devices in a Report Group is available for use by any and all Devices in the Report Group during the access fee period, and usage in that access fee period over the aggregated and allowed amount available to the Report Group is billed at the overage rates shown on the Billing Plan.

Changes to Billing Plan. Customer’s Billing Plan may allow Customer to assign a Device to a new Billing Plan. Any such change is done at the Web Portal. Unless otherwise provided in a Billing Plan, all such changes take effect on 12:00 a.m GMT the first day of the following month.

SIM CARD PURCHASE TERMS

Technical Specifications. The technical specifications for all SIM Cards are available from Aeris Sales Engineering. Customer is solely responsible for selecting SIM Cards that meet its requirements, and Aeris will not have any liability for any technical advice that it may provide regarding the selection or use of SIM Cards.

Pricing, Payment and Order Cancellation

Pricing. The prices for SIM Cards are as shown in the Billing Plan or otherwise at the time of purchase. Prices do not include any local, state or national taxes or fees, import or export duties or other surcharges, including any VAT. Aeris will list any taxes, fees, import or export duties and surcharges and Customer will pay them unless it can provide Aeris with a valid exemption certificate. Customer is responsible for all costs of shipping, handling and insurance.

Payment. Unless Aeris has given written approval of credit terms, all SIM Card purchases are to be paid by an acceptable credit card or debit card or, if available, by debit to a checking account, and the payment is processed at the time of shipment. If Aeris has approved credit terms, invoices will be due thirty (30) days from invoice date. If any amounts owed by Customer are past due, Aeris may either defer further shipments until past due amounts are brought current and satisfactory arrangements to secure future payments are in place, or cancel the unshipped balance of any order.

Right to Cancel. Customer may not cancel any orders for SIM Cards that have already been shipped. Customer may cancel Devices as discussed above.

Shipment and Inspection

Shipment. Aeris ships all SIM Cards promptly after completion of an order on ex works terms using the delivery method selected by Customer. Title and risk of loss pass to Customer on delivery to the carrier. Customer may purchase additional shipping insurance at the time of purchasing the SIM Cards. If the quantity of SIM Cards purchased cannot be fulfilled in one shipment or at one time, Aeris will notify Customer of the number of shipments or the expected time of shipment. If any delay is not acceptable to Customer, Customer may contact Aeris to cancel that portion of the order and receive a refund. Customer is the importer of any SIM Cards shipped by Aeris.

Inspection and Acceptance. Customer is responsible for inspecting all SIM Cards promptly after receipt and testing them to ensure proper operation. Customer must notify Aeris in writing by contacting its account representative or using the claim reporting feature on the Web Portal within ten (10) business days of receipt if it believes any SIM Cards are damaged or do not operate properly, or that the shipment did not contain the correct number of SIM Cards.

Loss, Theft or Fraud. Customer is responsible for paying for all usage by the SIM Cards that it buys and for all activities involving those SIM Cards. If Customer believes that any of its SIM Cards has been lost or stolen or is being used fraudulently, Customer should notify Aeris immediately by email to security@aeris.net and include as much information as it can about the issue (number of SIM Cards involved, original order number, actual SIM ID number if available, the date on which the loss or fraudulent use began). Customer may cancel SIM Cards by logging into its account and following the instructions or may request that Aeris cancel any SIM Cards.

Limited Warranty. Aeris warrants that SIM Cards will conform to their technical specifications and be free from defects in workmanship or material for a period of twelve (12) months from delivery. If Customer believes that any SIM Cards does not conform, Customer should initiate a warranty claim by contacting its account representative or using the claim reporting feature on the Web Portal. Aeris will replace SIM Cards covered by this warranty at no charge, although Aeris will not be responsible for labor or materials costs for disassembly or repair of any equipment. Aeris may direct Customer to dispose of or return any SIM Card covered by this warranty. If Aeris directs Customer to return any SIM Cards, Aeris will pay all shipping expenses. This warranty does not apply if the SIM Card has been altered, improperly installed, misused or damaged after delivery. Aeris disclaims all other statutory, implied, or express warranties of any kind, including warranties of merchantability, fitness, or non-infringement.

Return of SIM Cards. Unless otherwise provided in a Billing Plan, all sales of SIM Cards are final and SIM Cards may not be returned. If Aeris approves the return of any non-defective SIM Cards, Customer must follow any packing instructions from Aeris and will be responsible for any shipping charges and restocking fees.

Export. Customer will not export any SIM Cards or related technical data to any country for which an export license or governmental approval is necessary without first obtaining the license or approval and will not provide SIM Cards to any person with whom business may not be legally be transacted under any applicable law or regulation.