TERMS OF USE – IoT

iBASIS – GLOBAL ACCESS FOR THINGS SERVICE TERMS AND CONDITIONS OF USE

These Terms and Conditions of Use (these “Terms”) constitute a binding legal agreement between You (either an individual or an entity, “You” or “Your”) and iBASIS, Inc. (“iBASIS,” “We,” or “Us”) regarding Your registration, activation and use of one or more eSIM cards enabling the iBASIS’ Global Access for Things Service (the “Service”) through the iBASIS customer portal (the “Site”). The Service provides global mobile data access and network level media processing for Internet of Things (IoT) device data with the purpose of providing a full service, single source for an IoT Service Provider’s global mobile data access. The iBASIS Global Access for Things Service provides a data only cellular IoT connection over which many media types and protocols can be passed.

Please read these Terms carefully. By clicking “I Agree,” and registering for an account on the Site for the Service, You agree to be bound by these Terms and to use the Site and the Service in compliance with these Terms. If You are registering for access to, or otherwise accessing or using, the Site or the Service on behalf of a company or other legal entity, You and such company or entity represent and warrant that (i) You have the right and legal authority to bind such company or entity to these Terms; (ii) such company or entity is fully aware of, understands, and agrees to be bound by these Terms (with the terms “You” and “Your” as used herein referring to such company or entity), and (iii) You agree to be bound by these Terms on behalf of such company or entity. If You do not qualify for the Service, or do not agree to these Terms, then You should not and may not register for, access, or use the Site or Service. You should periodically check the Site for any changes to the Terms which will be posted with the new effective date. You understand and agree that Your express acceptance of the updated Terms, or if You continue to use the Service after the effective date, shall constitute Your agreement to the updated Terms.

If You are accessing the Site on behalf of a company or other legal entity, You accept the rates, terms and conditions on behalf of Yourself represent that You have the authority to agree to these Terms. You also accept any and all liability associated with Your actions, including but not limited to all payment obligations.

eSIM ACTIVATIONS AND PURCHASES

You may submit an activation request for one or more eSIM cards by completing the relevant application form on this Site. The request is accepted with the activation by iBASIS of the eSIM card(s). iBASIS shall activate the eSIM card(s) immediately after an accepted activation request.

Purchases of IoT Data for your activated eSIM cards shall be made from the Site. You agree to pay all fees or charges in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide iBASIS’ credit card processor (“Payment Processor”) with a valid credit card (Visa, MasterCard, or any other issuer accepted by the Payment Processor (“Payment

Provider”), as a condition to your purchase. Your Payment Provider agreement governs your use of the designated credit card, and You must refer to that agreement and not these Terms to determine Your rights and liabilities. By providing the Payment Processor with Your credit card number and associated payment information, You agree that iBASIS is authorized to immediately invoice Your account for all fees and charges due and payable hereunder and that no additional notice is required.

CUSTOMER SERVICE

iBASIS provides a 24-hour contact point for support (24-hours a day, 7 days a week and 365 days a year) as listed below.

Prior to contacting iBASIS support, You should ensure that reasonable effort has been made to demonstrate that the fault does not reside in Your developer kit hardware or software/firmware. You should utilize the support forum function provided on the Nordic DevZone Site and reference the iBASIS Global Access for Things Frequently Asked Questions (FAQ) document on Site.

If You determine an issue is not related to Your Hardware and is not with Your application, You should contact iBASIS support in the form of a “trouble ticket” by:

  • e-mail ( support@iBASIS.net)
  • phone (Regional Support Center +31 20 26 29 945 or +1 781 505 7551)

Trouble ticket information must be submitted in English language only and include the following information:

  • Your Name (Mandatory)
  • Your Service: IoT Nordic Developer Data (Mandatory)
  • ICCID (Mandatory)
  • Timestamp with timezone (Mandatory)
  • Description of issue (Mandatory)
  • Country You are trying to connect in (Mandatory)
  • APN (Mandatory)
  • Impact (Number of devices impacted) (Mandatory)
  • Device Type (Optional)
  • Device Functionality (Optional)

RATES AND LIMITATIONS

The Service is delivered solely in pre-paid mode and are available for private and business customers. The current rate plans are available at the time of top-up.

USE OF THE SERVICE

You agree to use the Service only in such way that is permitted by these and to act in compliance with any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. Without limitation to the foregoing, You shall not use the Service to perform illegal activities or use the Service in any manner that constitutes a criminal offense or an unlawful act in relation to iBASIS or third parties, including but not limited to, a possible breach of any intellectual property rights held by a third party. You may not send unsolicited messages to other users of a network. It is Your responsibility to ensure that You are legally allowed to use the Service where You are located. If any laws applicable to You restrict or prohibit You from using the Service, You must comply with those legal restrictions or, if applicable, stop accessing and/or using the Service.

You will adhere to all applicable United States, United Nations, European Union and foreign export control laws and will not export or re-export any technical data or products, to any proscribed country listed in applicable UN, EU and the U.S. Export Administration regulations, unless properly authorized by the U.S. Government and other applicable institutions.

Neither You, nor if You are utilizing the Service on behalf of an entity, is, to Your knowledge, such entity and any of its subsidiaries, directors, officers, employees, agents or affiliates, an individual or entity (“Person”) that is, or is owned or controlled by, a Person that is: (i) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control or the U.S. State Department, the United Nations Security Council, the EU, or other relevant sanctions authority (collectively, “Sanctions”), nor (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions (including, without limitation, Cuba, Iran, North Korea, Sudan and Syria).

iBASIS may change the form and nature of the Service without prior notice to You. Future versions of the Service may be incompatible with previous versions. Furthermore, We may stop (permanently or temporarily) providing the Service to You or to users generally, in our sole discretion and without prior notice to You. iBASIS may make updates to the Service at any time, but shall have no obligation whatsoever to provide any such updates to You. It is Your responsibility to use the latest available version of the Service.

You shall not resell or commercialize the Service to any third party unless and until you enter into a separate production account with iBASIS. Please contact https://iBASIS.com/contact/ if you would like to enter into a production account. You agree that You are solely responsible for any data, content, or resources that You transmit by using the Service, and for the consequences of such actions.

HARDWARE

All devices to be used with an eSIM card (“Hardware”) must be certified by the Global Certification Forum (GCF) (http://www.globalcertificationforum.org) and PCS Type Certification Review Board (PTCRB), and approved for use by the Federal Communications Commission (FCC). iBASIS may notify You of any further requirements regarding the device software implementation. You are responsible for the certification and iBASIS or its Mobile Operator partners may disconnect any devices that are not certified or FCC approved. You are responsible for obtaining and maintaining any Hardware and other equipment and ancillary services needed to connect to, access or otherwise use the Service. You are responsible for ensuring that the Hardware meets the applicable legal requirements. The consequences, including possible financial consequences, of using Hardware that does not meet these requirements are Your expense and risk. Hardware can have different functionalities, which can have implications for the use of options of Service. iBASIS may decide that specific Hardware may only be used in combination with a specific Service concept.

You are also responsible for maintaining the security of the Hardware, Your eSIM cards, Your account, passwords (including but not limited to administrative and user passwords) and files, and You shall be fully responsible for all uses of Services (and all associated charges), with or without Your knowledge or consent and whether or not authorized by You.

If Service to an eSIM card(s) has been terminated, you must remove the eSIM from the hardware as You will be responsible for the subsequent behavior of the Hardware in relation to possible traffic or (mobile) usage. If the Hardware continuously attempts to reconnect to the network, iBASIS shall inform You of this and You shall remedy this situation within one calendar month of the notification. Should You fail to remedy the situation, then iBASIS will be entitled to charge You the monthly bundle fee applicable to the connection which has been terminated. This fee will be increased with 10% per subsequent month until the situation is remedied by You.

UNAUTHORIZED USE AND FRAUD

You should make every effort to safeguard Your eSIM card(s) and security codes. iBASIS is not responsible for lost or stolen security codes or unauthorized use. Your eSIM card(s) security codes must not be disclosed to unauthorized third parties and may not be kept on or in the immediate vicinity of the eSIM card(s). You should contact iBASIS immediately to suspend the Service if You suspect that Your Hardware is stolen or otherwise that an unauthorized third party may be using Your account or if Your security codes or any other account information is lost or stolen.

Credit card fraud is a criminal offense. iBASIS and our Payment Provider use automated and manual systems to confirm proper credit card authorization. We also track every transaction. Information related to fraudulent transactions, including but not limited to transaction data and email addresses is collected and will be provided to appropriate law enforcement officials consistent with applicable law when required to assist in the prosecution of any persons attempting to commit fraud on the Site.

ROAMING CHARGES

You acknowledge that You are aware of the applicable EU regulation concerning roaming charges. You agree that in specific deviation of these regulations, You will not receive:

  • a SMS notification when the specific eSIM card has reached 80% or € 50 monthly data costs; or
  • a SMS notification of the applicable roaming tariffs when crossing borders within the EU and/or outside the EU.

YOUR PROFILE AND CONTACT INFORMATION

You should make every effort to ensure Your profile information is up to date. iBASIS relies on the accuracy of this information:

  • To send You transactional notices, service announcements and changes that affect Your account;
  • To apply statutory state sales and use taxes, or VAT, where applicable;
  • For compliance with various state unclaimed property statutes; and
  • To contact You to verify transactions were made by You, should they appear to be anomalous to normal account activity.

We may, when sending any notices to You, use Your email address stated in Your iBASIS account, or any mail address or other address, provided by You in connection with Your use of the iBASIS account, the Site, or other parts of the Service. You agree to the use of electronic communication in order to enter into contracts, place orders, and create other records and to the delivery of notices, policies and changes thereto and records of transactions.

ACCOUNT CANCELLATION AND SUSPENSION POLICY

You may permanently close Your iBASIS® account and stop all communication by emailing Customer Service at support@iBASIS.net. Please include Your name, eSIM ICCID(s), contact phone number, address, and the reasons you have decided to close Your account. If You have any remaining balance in Your account, we will process a refund to the original credit card associated with the account within seven (7) business days of receiving your request. Sometimes, the original transaction associated with remaining balance may be too old to refund via electronic means. In these cases, We will issue you a check for the refund and mail it to the address on file (or to the address provided in the request to close the account). All refunds will be net of any promotional amounts received.

Without limiting any other remedies, We may modify, limit, suspend, discontinue or terminate Your use of all or any part of the Service and/or the Terms, with immediate effect, automatically, with or without notice and without recourse to the courts or other tribunals, for any reason or for no reason, including without limitation, if: (i) We reasonably suspect that You are in breach of these Terms; (ii) if required due to a change in laws/regulations by a regulator or authority with a lawful mandate in any particular territory; and (iii) if required by any of our service providers. You acknowledge and agree that the use of content or information services and the possibility to send messages may be blocked, temporarily or otherwise, due to measures taken by mobile network operators in order to prevent the (further) dissemination of information that constitutes a criminal offense or may be unlawful in relation to third parties.

You acknowledge and agree that We are under no obligation to provide the Service, and that We shall not be liable to You or to any other party for any limitation, suspension, discontinuance, termination or modification of the Service and/or the Terms. We reserve the right to cancel Your account if it has been inactive for more than one (1) year.

iBASIS may suspend or discontinue Your account in the event You file a chargeback request with Your credit card service provider. iBASIS® may not allow future accounts to be created using the same account name, email and credit card information used in the dispute filing with Your credit card service provider.

On termination for any reason: all rights granted to You under these Terms shall cease; You must immediately cease Your use of the Service; You must immediately delete or remove the Service from all Hardware, and immediately destroy all eSIMs in Your possession, custody or control.

USER DATA AND PRIVACY POLICY

iBASIS’ Privacy Policy located at http://iBASIS.com/privacy-policy-iot (the “Privacy Policy”), is hereby incorporated into these Terms. By clicking “I Agree” below, you hereby agree to the terms and conditions of the Privacy Policy. To the extent that the Privacy Policy conflicts with these Terms, the Privacy Policy will control. In order to activate the Service, You will supply or make available to us, and You hereby authorize us to receive or collect from any third-party platform approved by iBASIS, information regarding about You (including email address, first name, last name, company, and job title) (collectively, “User Data”). You further acknowledge and agree that We may receive, from the Service or other third-party platform, User Data regarding actual or attempted transactions on the applicable platform (such User Data, “User/Transaction Information”). You acknowledge that our provision of the Service is conditioned upon our receipt of correct and accurate User Data. You are solely responsible for the User Data. You hereby represent and warrant that the User Data, Your provision of the User Data, and our use and disclosure of the User Data in accordance with these Terms (including the Privacy Policy), does not violate any third-party rights or any laws, regulations, or obligations imposed by any third party. We have no obligation to back up any User Data and the User Data We store may be deleted at any time in accordance with the Privacy Policy.

NO WARRANTIES; LIMITATION OF LIABILITY

YOUR USE OF THE SITE AND THE SERVICE IS AT YOUR SOLE RISK. THE SITE AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND OUR SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SITE AND THE SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE. iBASIS AND ITS SUPPLIERS AND LICENSORS DO NOT WARRANT UNINTERRUPTED USE OR OPERATION OF THE SITE OR THE SERVICE. WE AND OUR SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, OR THAT ANY ERRORS IN THE SITE OR THE SERVICE WILL BE CORRECTED. WE AND OUR SUPPLIERS AND LICENSORS WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR THE SERVICE WILL CREATE ANY WARRANTY REGARDING THE SITE OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE OR THE SERVICE, THE DURATION AND SCOPE OF SUCH WARRANTY WILL BE THE MINIMUM POSSIBLE UNDER SUCH APPLICABLE LAW.

NEITHER iBASIS NOR ITS SUPPLIERS OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS INFORMATION, PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF iBASIS OR ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), ARISING OUT OF OR RELATING TO THESE TERMS, OR YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE MAXIMUM TOTAL LIABILITY OF iBASIS TO YOU FOR ALL CLAIMS OR DAMAGES ARISING UNDER OR RELATING TO THESE TERMS, OR OTHERWISE RELATING TO THE SITE OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED THE TOTAL FEES, IF ANY, PAID BY YOU FOR YOUR ACCESS TO AND USE OF THE SITE OR THE SERVICE IN THE SIX MONTHS PRECEDING THE APPLICABLE CLAIM. IF A COURT FINDS THE MAXIMUM TOTAL LIABILITY UNDER THE PREVIOUS SENTENCE UNENFORCEABLE, THE MAXIMUM TOTAL LIABILITY OF iBASIS TO YOU FOR ALL CLAIMS OR DAMAGES ARISING UNDER OR RELATING TO THESE TERMS, OR OTHERWISE RELATING TO THE SITE OR THE SERVICE, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED 50 EUROS. YOU FURTHER AGREE THAT OUR SUPPLIERS AND LICENSORS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS, THE SITE OR THE SERVICE. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

INDEMNIFICATION

You will indemnify, defend, and hold harmless iBASIS and its affiliates, and each of their respective officers, directors, employees and agents against all claims of loss or damage arising from use of the Service, including (a) allegations or claims for libel, slander, invasion of privacy, or infringement of copyright arising out of the material, data, information, or other content transmitted via the Service, and (b) all other allegations and claims arising out of any intentional act or omission, whether giving rise to criminal or civil liability, by You or others authorized by You to use the Service.

BINDING EFFECT AND SEVERABILITY

The Terms are binding upon You and iBASIS and upon, respectively, Your and iBASIS’ agents and heirs. If any part or provision of these Terms is finally determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, then that part or provision will be ineffective only to the extent of such invalidity or unenforceability, without in any way affecting the remaining parts or provisions of these Term, which will still be given full force and effect.

DISPUTE RESOLUTION; GOVERNING LAW

You agree that the exclusive forum for resolution shall be through arbitration instead of court proceedings, trials, and class actions. Arbitration is final and binding. You agree that all disputes arising out of or related to these Terms (regardless as to whether the dispute is based in contract, tort, statute, fraud, misrepresentation, or any other legal or equitable theory) will be submitted to the American Arbitration Association (“AAA”), for final and binding arbitration. For Consumers, the arbitration will be conducted under the AAA Arbitration Rules for the Resolution of Consumer-Related Disputes Commercial Arbitration Rules (“AAA Rules”), as such rules are in effect on the date of commencement of the arbitration and as such rules are modified by these Terms. For businesses that purchase the Service, the arbitration will be conducted under the AAA Arbitration Rules for Commercial Disputes, as such rules are in effect on the date of commencement of the arbitration and as such rules are modified by these Terms.

For more information regarding AAA, You may visit its web site at www.adr.org. The arbitration will be based only on the written submissions of the parties and documents submitted to the arbitrator, unless the parties agree or the arbitrator orders otherwise. Additional charges may apply for such procedures. The award may be confirmed and enforced in any court of competent jurisdiction. Currently, the AAA Rules provide for reduced filing fees for consumers. Unless otherwise provided for in the AAA Rules or in the arbitration award, all other administrative fees and expenses of arbitration, including the fees and expenses of the arbitrator, will be divided equally between You and iBASIS®. Each party will bear the cost of preparing and presenting its own case. Any in-person arbitration proceedings will be held in Boston, Massachusetts or at the location that AAA selects unless otherwise mutually agreed upon by the parties. Each dispute will be arbitrated on an individual basis and will not be consolidated in any action with the disputes or claims of other consumers or customers. No dispute or claim may be brought as a class action or as a private attorney general, and You will not have the right to act as a class representative or participate as a member of a class of claimants with respect to any dispute or claim related to the Service. Any dispute or claim arising out of or relating to these Terms must be brought within one year after the date on which the basis for the dispute or claim first arises or the period of time provided by statute.

These Terms are governed by and construed under the laws of the Commonwealth of Massachusetts without regard to choice of law principles.

CONFIDENTIALITY

iBASIS may disclose or make available to You Confidential Information (as defined below) in connection with the activities contemplated hereunder. You agree that during the term of these Terms and thereafter (a) You shall provide at a minimum the same care to avoid disclosure of unauthorized use of Confidential Information as is provided to provide Your own similar information, but in no event less than a reasonable standard of care; (b) You will use Confidential Information belonging to iBASIS solely for the purposes of these Terms and the Service and (c) You will not disclose Confidential Information belonging to iBASIS to any third party (other than if you are a company to Your employees and/or consultants reasonably requiring such Confidential Information for purposes of these Terms and the Service who are bound by obligations of nondisclosure and limited use at least as stringent as those contained herein) without the express prior written consent of iBASIS. You will promptly return to iBASIS upon request any Confidential Information of iBASIS. “Confidential Information” means any information disclosed directly or indirectly by one party (“Disclosing Party”) to the other party (“Receiving Party”) pursuant to these Terms that is either designated as “confidential” or under the circumstances of disclosure or by the nature of the information itself is reasonably understood by the Receiving Party to be the confidential information of the Disclosing Party. Confidential Information does not include any information which (a) is or becomes generally known and available to the public through no act or omission of the Receiving Party; (b) was already in the Receiving Party’s possession at the time of disclosure by the Disclosing Party, as shown by the Receiving Party’s contemporaneous records; (c) is lawfully obtained by the Receiving Party from a third party who has the express right to make such disclosure; or (d) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information.

INTELLECTUAL PROPERTY; LICENSE RIGHTS AND RESTRICTIONS

In consideration of You agreeing to abide by these Terms, We grant to You during the term of these Terms, a limited, non-transferable, non-sub-licensable, non-exclusive revocable license to use the Service, and any software downloaded by You from us in connection with the Service (the “Software”) as solely for the purpose of receiving the Service. We reserve all other rights.

You may not, and may not permit or aid others to translate, reverse engineer, decompile, disassemble, update, modify, reproduce, duplicate, copy, distribute or otherwise disseminate all or any part of the Software, or extract or attempt to extract source code from the object code of the Software. You will not remove, alter or deface any trademarks or proprietary notices of iBASIS or of its licensors in the Service or Software.

The Software may contain open source software. Any use, reproduction and distribution of components of the Software licensed under an open source software license is governed by the terms of such open source software license, however to the extent permissible thereunder and otherwise if applicable, the Terms shall apply with priority over such open source software license.

Except for the limited license granted herein, all ownership and intellectual property rights in or to the Software, the Service, and any copies and derivative works thereof (regardless of form or media in or on which the original or other copies may exist), including but not limited to patents, design rights, copyrights, trademarks, trade-secrets and proprietary know-how, shall be owned by and vested in iBASIS, or iBASIS’ licensors, and nothing in these Terms shall constitute or be interpreted as a transfer of any such rights from iBASIS to You or anyone else.

The licenses granted to You as described in this section will terminate automatically in the event of any termination of the Terms.

EFFECTIVE DATE
These Terms are effective as of May 3, 2019.