IoT CONNECTIVITY

The following Global Access for Things Trial terms (“Trial Terms”) apply to any persons/companies that accept eSIMs from iBASIS (the ”Company”). Any person who accepts an eSIM is also specifically accepting the Trial Terms set forth below with iBASIS Global, Inc., a Delaware corporation (“iBASIS”). Company and iBASIS are hereinafter collectively called “Parties” and individually “Party.” The Parties agree to engage in a Global Access for Things Trial (the “Trial”) for a period of sixty (60) days (“Trial Period”), consisting of trial activities per the following terms.

1. Scope of Work – The Parties agree to engage in a Trial that shall include Basic eSIM operation with automatic network selection as described below. The Trial shall also include a work plan with timeframes and specific trial activities.

Global Access for Things Trial with Automatic Network Selection:

– iBASIS will provide Company test eSIMs with a data limit. For each eSIM, once the maximum data usage has been met, the eSIM will be deactivated.

– Company will operate the eSIM in Company’s device with data access provided automatically via iBASIS selected mobile networks.

Optional:

– iBASIS provides Company a demonstration of the Global Access for Things eSIM management portal.

– iBASIS provides Company an overview of the Global Access for Things application programming interface (API) set

2. Cost Responsibility – Each Party will bear its own costs and expenses relating to the Trial.

3. Success Criteria for the Trial – The Trial will be considered completed based on a determination by iBASIS, in its sole discretion that one of the following events has taken place: (a) the Trial Period has concluded; or (b) All eSIMs have hit their maximum data usage amount assigned by iBASIS. Upon completion of the Trial, all eSIMs that are still active shall be deactivated regardless of the amount of data usage. The Trial may be extended upon mutual agreement in writing between the Parties.

4. Confidentiality and Intellectual Property

4.1 Any information exchanged in relation to the Trial, including (the existence of) these Trial Terms, shall be considered “Confidential Information” and shall not be shared with 3rd parties unless such disclosure is required per applicable law.

4.2 Nothing in these Trial Terms shall create or constitute an assignment, license, grant or other transfer of any intellectual property owned by either Party prior to entering in to this Agreement. For purposes of these Trial Terms, “Intellectual Property” includes, but is not limited to, all trademarks, trademark applications, patents, patent applications, copyright materials, trade names, trade name applications, industrial designs, and applications to register designs.

4.3 All right, title and interest in Intellectual Property Rights, subsisting in any or all of (a) the services, software and hardware to be evaluated as part of the Trial, (b) data, technical architecture and other information used by iBASIS or provided or disclosed by iBASIS to Company during the Trial, and developments, inventions and other ideas conceived or made using or based upon or derived from, in whole or in part, any such data, technical architecture or other information, (c) data, results and other information generated by or during the Trial, and developments, inventions and other ideas using or based upon or derived from, in whole or in part, any such data, results or other information, and (e) other developments, inventions and ideas conceived or made in whole or in part by iBASIS personnel during the course of the Trial, are and shall remain owned solely by iBASIS. Company shall do all things and sign and execute such documents as may be reasonably required to confirm, protect and enforce such rights, title and interests of iBASIS, and shall not file any patent application or register any copyright that encompasses or discloses the subject matter of any such rights, title or interests of iBASIS. Nothing in this Trial Agreement shall create or constitute any license, grant or other transfer of any of iBASIS’ such rights, title or interests.

5. Relationship between the Parties – Nothing in this Trial Agreement constitutes a partnership, joint venture, agency or any other business association between the Parties.

6. Data Privacy – In connection with the processing of any personal data within the scope of this Trial that is subject to the General Data Protection Regulation (EU Regulation 2016/679 (“GDPR”), both Parties shall be regarded as a data controller pursuant to the GDPR, as both Parties independently determine purposes and means of such processing. Both Parties shall be responsible to ensure that the processing of personal data and the implementation of information protection practices and procedures are made in accordance with the GDPR and other privacy laws which apply to each Party. Under the GDPR, as a data controller, the Parties are independently responsible for all obligations and responsibilities of the data controller and in relation to data subjects whose information is being processed; provided that Customer agrees that it is the sole point of contact for its End-Users and shall inform such End-Users of iBASIS’ data processing as described in its privacy policies.

7. Compliance with Laws - Company warrants that it and any End Users shall use the eSIMs consistent with all applicable laws, including any export control laws, and iBASIS may terminate the Trial if it determines Company is violating this section.

8. Limitation of Liability, Indemnification

8.1 iBASIS assumes no liability whatsoever towards the Company or any End Users within the context of this Trial.

8.2 iBASIS does not warrant fault free or uninterrupted service provision, or that particular results may be obtained from the use of the services during the Trial. The services are provided “as is” and iBASIS disclaims all warranties, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

8.3 Company will indemnify iBASIS for any End-User or third party claim relating to these terms including any allegation relating to iBasis’s or Company’s failure to obtain its End-Users’ approval in relation to iBASIS’ activities described in Section 6.

9. Governing Law and Venue – These Terms are governed by the laws of the Commonwealth of Massachusetts, excluding its conflict of law rules. The Parties agree that the federal and state courts located in Boston, Massachusetts, shall be the proper forum for any action brought against the other Party and each Party consents to the jurisdiction of its courts.

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