Managed Network Services Agreement

Managed Network Services Agreement

Verizon Wireless Machine-to-Machine Service

Appendix E

This Agreement sets forth the terms and conditions governing the Client’s utilization of Verizon Wireless Services from CDS Office Technologies for Machine-to-Machine (M2M) redundant failover services.

“THE CLIENT EXPRESSLY UNDERSTANDS AND AGREES THAT IT HAS NO CONTRACTUAL RELATIONSHIP WHATSOEVER WITH THE UNDERLYING WIRELESS SERVICE PROVIDER OR ITS AFFILIATES OR CONTRACTORS AND THAT CLIENT IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CDS OFFICE TECHNOLOGIES AND THE UNDERLYING CARRIER. IN ADDITION, CLIENT ACKNOWLEDGESAND AGREES THAT THE UNDERLYING CARRIER AND ITS AFFILIATES AND CONTRACTORS SHALL HAVE NO LEGAL, EQUITABLE, OR OTHER LIABILITY OF ANY KIND TO CLIENT AND CLIENT HEREBY WAIVES ANY AND ALL CLAIMS OR DEMANDS THEREFOR.”

1. Wireless Service Availability: Wireless Service uses radio technologies and is subject to transmission and service area limitations, interruptions and dropped calls caused by atmospheric, topographical or environmental conditions, cell site availability, Equipment or its installation, governmental regulations, system limitations, maintenance or other conditions or activities affecting Wireless Service operation. Wireless Service and/or features may not be available in all areas. Wireless Service is only available within each applicable plan coverage area, within the operating range of the wireless systems, and with Equipment that is authorized to operate on Verizon Wireless’s network.

1. Use of Wireless Service and Equipment: In order to protect the Verizon Wireless network, operations and other customers, Verizon Wireless may suspend or terminate service to affected lines if Customer uses the Wireless Service or Equipment: (a) in an illegal or unauthorized manner (including “spamming” or other abusive messaging); (b) in a manner prohibited by the applicable plan, option, feature or application; or (c) in a manner that has an adverse impact on Verizon Wireless’s network, operations or customers. If Customer continues using the Wireless Service in such a manner, Verizon Wireless may deny activation to new M2M Lines or, upon Legal Notice, may terminate this Agreement.

1. Termination: Except as otherwise expressly stated in the Master MNS Service Agreement, there shall be only a ten (10) day cure period with respect to a default by Customer based on (a) a violation of any Federal Communications Commission rule or regulation that could adversely affect any Federal Communications Commission spectrum license held by Verizon Wireless or any of its affiliates in the Wireless Service area; (b) failure to certify or re-certify Equipment as required, or (c) Customer’s failure to make payments under this Agreement. If Verizon Wireless, as the defaulting Party, fails to cure as provided above, and Customer exercises its right of termination, Customer shall nevertheless remain responsible for all accrued charges incurred for Wireless Service, up to and including the effective date of termination, as well as any applicable ETFs for each M2M Line that was not directly affected by the breach.

1. Entire Agreement:

The terms and conditions of this Agreement shall prevail over any conflicting terms and conditions of a Service Offering, except for terms and conditions that are specific to the use of the selected service. This Agreement shall not be amended or modified without specific written agreement signed by both Parties. In no event shall any terms and conditions be added or modified by purchase order.

Pricing

The purpose of the addendum is to add wireless failover services to the original Management Network Services (MNS) Agreement.

IF additional equipment is needed for this service, the equipment will be added to "Appendix C" at the signing of this Agreement and will result in an adjustment to the Client's monthly service charges. The new monthly MNS service charge for all covered equipment and wireless failover services is: $______.

IN WITNESS WHEREOF, the parties hereto have caused this Managed Network Services Agreement – Appendix D – Addendum, to be signed by their duly authorized representatives as of the date set forth below.

Accepted by:

Authorized SignatureClientDate

Authorized SignatureCDS Office TechnologiesDate

1

Rev 5/16