Iridium Product Evaluation Terms of Use and End User License Agreement

This Iridium PRODUCT EVALUATION TERMS OF USE AND END USER LICENSE AGREEMENT (the “Agreement”) is a binding contract between you and IRIDIUM SATELLITE LLC, a Delaware limited liability company, with an address 1676 International Drive, Suite 1100, McLean, VA 22102 USA, (“we”, “us”, or “Iridium”). In this Agreement, “you” means the individual accepting this Agreement, or if the individual is accepting on behalf of a company or other legal entity, that company or legal entity. This Agreement may refer to you or Iridium individually as a “party” and collectively as the “parties”.

THIS AGREEMENT TAKES EFFECT WHEN THE INDIVIDUAL ACCEPTING THIS AGREEMENT CLICKS THE CHECKBOX INDICATING ACCEPTANCE OF THIS AGREEMENT AND COMPLETES THE ONLINE ORDERING PROCESS. BY CLICKING THE CHECKBOX INDICATING ACCEPTANCE OF THIS AGREEMENT, THE INDIVIDUAL ACCEPTING THIS AGREEMENT (A) ACKNOWLEDGES THAT HE/SHE HAS READ AND UNDERSTANDS THIS AGREEMENT AND AGREES TO COMPLY WITH ITS TERMS; (B) REPRESENTS AND WARRANTS THAT HE/SHE HAS THE NECESSARY RIGHTS, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY , THAT HE/SHE HAS THE LEGAL AUTHORITY TO BIND THAT COMPANY OR LEGAL ENTITY TO THIS AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT IN ITS ENTIRETY AND AGREES TO BE LEGALLY BOUND BY ITS TERMS, AND IF ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, INTENDS AND AGREES THAT SUCH COMPANY OR LEGAL ENTITY WILL BE LEGALLY BOUND BY ITS TERMS.

YOUR PURCHASE OF THE IRIDIUM PRODUCT IS CONDITIONED ON YOUR ACCEPTANCE OF THIS AGREEMENT IN ITS ENTIRETY. IF YOU DO NOT AGREE TO ANY OF THESE TERMS, DO NOT CLICK THE CHECKBOX INDICATING ACCEPTANCE OF THIS AGREEMENT. YOU MAY NOT PURCHASE, ACCESS OR USE THE IRIDIUM PRODUCT IF YOU DO NOT ACCEPT ALL OF THE TERMS IN THIS AGREEMENT.

SCOPE; IRIDIUM PRODUCT. This Agreement governs your access to and use of the Iridium Product. The term “Iridium Product” means the Iridium product identified on the order form (Iridium 9704, Iridium 9604, 5AVZT8TASIC, or Iridium NTN Direct Development Kit) and includes any (a) hardware, application specific integrated circuits (ASICs), chipsets, transceiver, module, development kits, and associated equipment, components and other materials provided therewith (“Hardware”), (b) firmware, software, drivers, SDKs, APIs, sample code, or other software provided by Iridium, whether embedded in Hardware or provided separately, together with any updates or modifications (“Software”), and (c) documentation pertaining to the Hardware or Software and made available with the Hardware or Software in any manner (including electronic form) (“Documentation”). References to the Iridium Product in this Agreement shall be understood to include the Iridium Product in whole or in part as well as any portion, component, or element of the Hardware, Software, or Documentation.

Subject to your acceptance and compliance with the terms of this Agreement, you may purchase a limited number of units of Iridium Product. Such “limited” number of allowed purchases is intended to be flexible and adjustable for your needs, but Iridium reserves the right to refuse a purchase order or to complete a sale in Iridium’s discretion. The Iridium Product has limited features and is being provided to you under this Agreement solely for your internal, non-commercial testing and evaluation in accordance with the terms herein. YOU MAY NOT RESELL OR OTHERWISE DISTRIBUTE ANY IRIDIUM PRODUCTS TO ANY OTHER PERSON OR ENTITY. The Iridium Product is not an end-user product (or finished device), nor is the Iridium Product intended to be incorporated into any end-user products, components thereof, or used with or in any production environment or system. You assume all risk and liability arising from your use of the Iridium Product and any devices, environments or systems that you may integrate the Iridium Product into or use the Iridium Product in connection with. Any such devices or systems must be accompanied with the following conspicuous notice: “This device is not, and may not be, offered for sale or lease, or sold or leased or otherwise distributed”.
SOFTWARE END USER LICENSE.
1. Grant. Subject to your compliance with the terms and conditions of this Agreement, Iridium grants you a limited, revocable, non-exclusive, non-transferable, and non-sublicensable license to use the Software for your internal testing and evaluation purposes solely in machine readable, object code form as loaded onto the Iridium Product, and any Documentation. These license rights are personal to you and you may not transfer, assign, or sublicense any of these license rights to any other person or entity, and any such attempted transfer, assignment, or sublicense shall be void. THE SOFTWARE IS LICENSED AND NOT SOLD TO YOU.
2. License Restrictions. This is a license, not a transfer or You shall not use the Software in any manner except as expressly authorized in this Agreement. Without limiting the generality of the foregoing, you shall not, nor shall you permit any third party to:
  1. transfer, sell, rent, lease, assign, transfer, disclose, publish, or otherwise distribute the Software to any third party, or sublicense your license rights to any third party, and you acknowledge that any attempted transfer, assignment, sale, distribution, or sublicense shall be void;
  2. make error corrections to or otherwise modify or adapt the Software or create derivative works of the Software;
  3. copy, reproduce, or extract the Software, in whole or in part;
  4. translate, reverse engineer, decompile, decrypt, disassemble, or otherwise attempt to derive or determine the source code of the Software or reduce the Software to human-readable form, except to the minimal extent otherwise expressly permitted under applicable law notwithstanding this restriction;
  5. use or permit the Software to be used on a service bureau or time-sharing basis or otherwise, without the express written authorization of Iridium;
  6. bypass, disable, or interfere with any security, encryption, or technical protection measures associated with the Software;
  7. alter or remove any copyright or proprietary rights notices or legends appearing on or in the Software or any Documentation;
  8. use the Software or Documentation in violation of any applicable Third-Party Terms; or
  9. disclose, provide, or otherwise make available trade secrets contained within the Software or Documentation in any form to any third party without the prior written consent of Iridium, and you shall implement reasonable security measures to protect such trade secrets.
  Notwithstanding the foregoing, to the extent required by applicable law, and at your written request, Iridium will provide you with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of Iridium’s applicable fee (if any). Any such interface information shall be Iridium Protected Information (as defined herein) and you shall use such information in compliance with any applicable terms and conditions upon which Iridium makes such information available.
3. Updates and Additional Copies. For the avoidance of doubt, the term Software includes the software and firmware provided to you by Iridium and any upgrades, updates, bug fixes, or modified versions thereto (collectively, “Updates”). Notwithstanding any other provision of the Agreement: (a) unless authorized by Iridium, you have no license or right to make or use any additional copies or Updates of the Software or Documentation; (b) Iridium may make Updates available based on additional terms; (c) use of Updates to the Software is limited to the Iridium Product for which you are the original end user or otherwise hold a valid license to use the Software to which the Update is applicable; and (d) when expressly permitted by Iridium, the making and use of additional copies of Software or Documentation is limited to necessary backup purposes only.
4. Proprietary Notices. You agree to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software and Documentation in the same form and manner that such copyright and other proprietary notices are included on the Software and Documentation.
5. Reservation of Rights. Iridium and its licensors retain all right, title, and interest in and to the Software and Documentation. No title to or ownership of the Software, Documentation, or any permitted copies thereof, or to any intellectual property or other proprietary rights therein, is transferred to you. You acknowledge that the Software and Documentation constitute valuable proprietary products and contain trade secrets of Iridium and its licensors, embodying substantial creative efforts and confidential information, ideas and expressions. All applicable rights to patents, copyrights, trademarks, and trade secrets in the Software and Documentation shall remain solely with Iridium and its licensors. Iridium’s sale of the Iridium Product does not grant or convey any rights in or to the Software other than the limited license provided in this Section 2, and except for such limited license, no other rights or licenses, whether by implication, estoppel, or otherwise, are granted and all rights not expressly granted herein are reserved by Iridium.
USE RESTRICTIONS. You shall not use the Iridium Product for any purpose beyond what is expressly authorized in this Agreement, unless you are otherwise authorized to do under a separate agreement with Iridium. Without limiting the generality of the foregoing, and without limiting Section 2(b), you shall not, and shall not permit any third party to:
1. copy, modify, adapt, alter, or create derivative works of the Iridium Product solely except to the extent as may be expressly authorized by Iridium;
2. rent, sell, resell, assign, transfer, sublicense, lease, rent, distribute, disclose, or otherwise make available the Iridium Product to any third party;
3. use the Iridium Product to develop any product or service (including any software); incorporate the Iridium Product into any end-user product, devices, or systems; use the Iridium Product in any production environment or system or commercial deployment; or otherwise use the Iridium Product for any revenue-generating purpose;
4. benchmark, test, or evaluate the Iridium Product for competitive analysis or publish or disclose performance data, results, or analyses without Iridium’s prior and express written consent;
5. reverse engineer, disassemble, decompile, or otherwise attempt to discover or ascertain the underlying architecture, structure, or internal design of the Iridium Product;
6. remove, obscure, or alter any copyright or other proprietary rights notices, labels, safety markings, or branding on the Iridium Product (or copies of the Documentation);
7. circumvent, bypass, disable, or otherwise interfere with any technical limitations, security mechanisms, access controls, or usage restrictions in the Iridium Product;
8. use the Iridium Product in violation of any terms of this Agreement (including applicable Supplemental Terms) or applicable Third-Party Terms; or
9. use the Iridium Product in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law, regulation, or rule.
SUPPLEMENTAL TERMS; THIRD-PARTY COMPONENTS.
1. Your use of the Iridium Product is further subject to the applicable supplemental terms for the Iridium Product on your order form (“Supplemental Terms”). The Supplemental Terms are provided herewith and form an integral part of this Agreement. You shall comply with all applicable Supplement Terms and any breach by you of any applicable Supplemental Terms is also a breach of this Agreement. of any applicable Supplemental Terms is also a breach of this Agreement.
2. The Iridium Product may include software, content, data or other materials owned by third parties and licensed to Iridium (“Third-Party Components”). Your access to and use of Third-Party Components may be subject terms that are in addition to or different from those contained in this Agreement (“Third-Party Terms”), which apply to the applicable Third-Party Components in addition to the terms of this Agreement. Applicable Third-Party Terms may be presented in the Supplemental Terms for the Iridium Product on your order form, and additional Third-Party Components (if any) included in the Software that are provided under Third-Party Licenses can be found at https://www.iridium.com/resources/?fwp_resource_categories=legal-notice, and the applicable Third-Party Terms are accessible via links therefrom. You are bound by and shall comply with all Third-Party Terms. Any breach by you of any Third-Party Terms is also a breach of this Agreement. Nothing in this Agreement shall be interpreted as conveying to any Iridium licensor any liability or commitment to you.
OWNERSHIP AND INTELLECTUAL PROPERTY. Iridium reserves all rights not expressly granted to you under this Agreement, and nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, you or any third party any right, title, or interest, including any intellectual property rights, in or to the Iridium Product or any other intellectual property of Iridium or its licensors. You are expressly prohibited from modifying, enhancing, improving, or creating any derivative works (collectively, “Improvements”) of the Iridium Product. However, if you nonetheless create any Improvements of the Iridium Product, you agree to and hereby do assign, transfer over, and convey to Iridium all right, title, and interest in and to such Improvements, and you agree to take all actions requested by Iridium in order to perfect Iridium’s ownership of such Improvements.
PROTECTED INFORMATION; PUBLICITY.
1. For the purposes of this Agreement, “Protected Information” means any confidential or proprietary information, in whatever form and of whatever nature, that we provide or make available to you in connection with this Agreement. Protected Information includes any information that we mark as being “Protected”, “Proprietary”, “Business Sensitive”, or with a similar designation, or information that would be understood by a prudent businessperson to be inherently protected, proprietary, or business sensitive. Without limiting the generality of the foregoing, the Software and the Documentation and other information provided to you regarding the Iridium Product are Protected Information. Protected Information does not include any information (a) in the public domain or that passes into the public domain other than by breach of this Agreement or other confidentiality obligation; (b) you received without restriction by a third party having the full right to disclose; or (c) you independently develop without reference to or use of any Protected Information.
2. You shall not disclose Iridium’s Protected Information to any person or entity, except to your personnel who have a need to know the Protected Information and have signed confidentiality agreements, or are otherwise bound by confidentiality obligations, at least as restrictive as those in this Agreement. Notwithstanding the foregoing, you may disclose Protected Information to the extent you are required to do so under applicable law, subpoena, or court order, provided that you first, to the extent permitted by applicable law, notify us of such requirement to disclose and provide us with an opportunity to limit such disclosure.
3. You shall not make any media releases, public announcements, governmental presentations, or representations or public disclosures referring or relating to us, this Agreement or the subject matter hereof, or the Iridium Product, without first obtaining our prior written consent in respect of each such disclosure.
4. Your obligations with respect to Protected Information shall survive for ten (10) years following termination or expiration of this Agreement, provided that with respect to any Protected Information that constitutes a trade secret of Iridium or its licensors, such obligations will survive for as long as such Protected Information remains subject to trade secret protection under applicable law.
FEEDBACK. If you or any of your personnel provide Iridium with any comments, suggestions, questions, recommendations, or other feedback regarding the Iridium Product, including with respect to the Iridium Product’s functionalities, features, performance, or any suggested or recommended changes to any of the foregoing, or any of Iridium’s other products or services (collectively, “Feedback”), any such Feedback will be treated as Iridium’s Protected Information and Iridium will be free to use such Feedback for any purpose whatsoever without any attribution or compensation to you.
NO WARRANTY. THE IRIDIUM PRODUCT (INCLUDING ALL HARDWARE, SOFTWARE, AND DOCUMENTATION) IS PROVIDED “AS IS.” IRIDIUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE TO YOU OF ANY KIND, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE IRIDIUM PRODUCT, HARDWARE, SOFTWARE, DOCUMENTATION, OR ANY THIRD-PARTY COMPONENTS, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IRIDIUM AND ITS LICENSORS HEREBY EXPRESSLY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IRIDIUM DOES NOT WARRANT THAT THE OPERATION OF THE IRIDIUM PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OR ACHIEVE ANY INTENDED RESULT. IRIDIUM DOES NOT WARRANT THAT THE IRIDIUM PRODUCT WILL OPERATE OR BE COMPATIBLE WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR THAT ANY DEFECTS IN THE IRIDIUM PRODUCT WILL BE CORRECTED. YOUR USE OF THE IRIDIUM PRODUCT IS EXCLUSIVELY AT YOUR OWN RISK, AND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IRIDIUM EXPRESSLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO YOU IN CONNECTION WITH SUCH USE, EVEN IF IRIDIUM HAS BEEN INFORMED IN WRITING OF YOUR INTENDED USAGE.
FURTHER SOFTWARE DISCLAIMERS. WITHOUT LIMITING THE GENERALITY OF SECTION 8, IRIDIUM DOES NOT WARRANT THAT THE QUALITY OR PERFORMANCE OF THE SOFTWARE WILL MEET YOUR REQUIREMENTS; THAT THE SOFTWARE WILL BE COMPATIBLE WITH ANY PARTICULAR PLATFORM OR INTERFACE; THAT YOU WILL BE ABLE TO ACHIEVE ANY PARTICULAR RESULTS FROM USE OF THE SOFTWARE; OR THAT THE SOFTWARE WILL OPERATE FREE FROM ERROR. YOU ASSUME FULL RESPONSIBILITY FOR (A) THE SELECTION OF THE SOFTWARE; (B) THE PROPER INSTALLATION AND USE OF THE SOFTWARE; (C) VERIFYING THE RESULTS OBTAINED FROM THE USE OF THE SOFTWARE; AND (D) TAKING APPROPRIATE MEASURES TO PREVENT LOSS OF DATA, PROTECT AGAINST VIRUSES, AND PROTECT AGAINST SECURITY BREACH.
LIMITATION OF LIABILITIES. IN NO EVENT SHALL IRIDIUM OR ITS LICENSORS BE LIABLE TO YOU UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE IRIDIUM PRODUCT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF IRIDIUM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, FOR ANY (A) INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, ENHANCED, PUNITIVE DAMAGES; (B) LOSS OF GOODWILL OR REPUTRATION, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA, DIMINUTION OF VALUE OR LOSS OF BUSINESS; (C) COSTS OF LABOR, RE-QUALIFICATION, INTERRUPTION, DELAY, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR THE LIKE. EXCEPT WITH RESPECT TO ANY DAMAGES OR LIABILITIES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, IN NO EVENT SHALL IRIDIUM’S AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE IRIDIUM PRODUCT FOR ANY CAUSE OF ACTION, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE PURCHASE PRICE PAID BY YOU FOR THE IRIDIUM PRODUCT (IF ANY).
INDEMNIFICATION. You shall defend, indemnify, and hold harmless Iridium, Iridium’s licensors, each of their affiliates, and each of their respective employees, officers, directors, agents, and shareholders and each of their assigns (each, an “Indemnitee”) for, from, and against all liabilities, losses, damages, judgments, fines, amounts paid in settlement, and expenses and costs of defense, including reasonable attorneys’ fees and witness fees resulting from any claim, demand, suit, action, or proceeding (each, a “Claim”) by a third party, including any state, federal, or other governmental authority, caused by, arising out of, resulting from, or relating to your use of the Iridium Product (including any Hardware, Software, or Documentation included therein). If an Indemnitee seeks indemnity or defense from you under this provision, we will promptly notify you in writing of the Claim for which the Indemnitee seeks defense. You will promptly assume full control of the defense of such Claim, provided that you may not settle or compromise any such Claim through a remedy other than the payment of money without the prior written consent of Iridium. We have the right at our sole expense to be present in person or through counsel at substantive legal proceedings or to conduct a separate defense against any Claim in our own name, or, if necessary, in your name. If you do not assume full control over the defense of a Claim, then we have the right to defend, settle, or compromise the Claim in such manner as we may deem appropriate, at your sole cost and expense, and you may participate in such defense also at your sole cost and expense. If any indemnity in this Section 11 is determined to be invalid or unenforceable in whole or in part, it shall be enforced only to the maximum extent permitted under applicable law, and all remaining indemnity obligations shall continue in full force and effect.
TERM AND TERMINATION. This Agreement is effective as of the date that you click the checkbox indicating acceptance of this Agreement and complete the online ordering process, and will remain in force until terminated in accordance with the terms of this Section 12. We may terminate this Agreement at any time upon written notice if you are in breach of any of its terms and conditions or if we cease selling or supporting the applicable Iridium Product. You may terminate this Agreement at any time upon written notice to us, or by permanently ceasing your use of the Iridium Product, including all Hardware, Software, or Documentation (including any copies thereof) in your possession. Upon termination of this Agreement, at our election, you will immediately destroy or return the Iridium Product and all copies thereof. All licenses in this Agreement immediately terminate upon expiration or termination of this Agreement. Sections 5–26 of the Agreement will survive termination of this Agreement, however arising.
GOVERNMENT RIGHTS. By accepting or using the Software and Documentation, you agree that (a) the Software and Documentation qualify as “commercial computer software” or “commercial computer software documentation” within the meaning of the acquisition regulations applicable to any procurement; (b) to the maximum extent possible under federal law, you shall be bound by the commercial terms and conditions contained in this Agreement; and (c) this license meets your minimum needs and is consistent with federal procurement law. If applicable, the Software and Documentation are provided subject to the provisions set forth at FAR 52.227-19 and DFARS 227-7202-3, as applicable, and to this Agreement.
COMPLIANCE WITH LAW; EXPORT RESTRICTIONS.
1. You will comply with all laws, regulations, rules, orders and other requirements of any applicable governmental authority applicable to the Iridium Product, including within the jurisdiction in which you will be operating it. Without limiting the generality of the foregoing, you acknowledge that the Iridium Product is subject to applicable import and export and other regulations of the United States and of the countries in which each party transacts business, specifically including U.S. Export Control Reform Act and Export Administration Regulations and U.S. Federal Communications Commission (“FCC”) requirements and you agree to comply with such laws and regulations. You will not export, re-export, transfer or divert the Iridium Product or the direct programs thereof to any restricted place, party, or end-use in accordance with U.S. export regulations. Note that Software containing encryption may be subject to additional restrictions.
2. You shall obtain and, at all times during the term of this Agreement maintain, at no expense to Iridium, all regulatory and legal licenses and certifications, and approvals, governmental or otherwise (including the regulations of the FCC and appropriate regulatory bodies), required to be held by you or your employees in connection with the use of the Iridium Product for your internal, non-commercial testing and evaluation purposes in accordance with the terms of this Agreement.
APPLICABLE LAW AND JURISDICTION. This Agreement will be governed and construed in accordance with the laws of the State of New York, USA without regard to its conflicts of laws principles. In case of dispute and in the absence of an amicable settlement, the only competent jurisdiction shall be the State of New York. The UN Convention on contracts for the International Sales of Goods shall not apply to this Agreement.
WAIVER OF JURY TRIAL. Each of Iridium and you hereby irrevocably anD unconditionally waives any and all right to trial by jury in any proceeding arising out of or related to this Agreement, performance under or the enforcement of this Agreement, or the transactions contemplated hereby. EACH OF IRIDIUM AND YOU CERTIFIES AND ACKNOWLEDGES THAT (a) IT HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (B) IT MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY, AND (c) IT HAS DECIDED TO ENTER INTO THIS AGREEMENT IN CONSIDERATION OF, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
LIMITATION OF TIME TO FILE CLAIMS. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE IRIDIUM PRODUCT MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CAUSE OF ACTION ACCRUES (THE “SURVIVAL PERIOD”). OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED. YOU AGREE THAT THE SURVIVAL PERIOD SUPERSEDES ANY OTHERWISE APPLICABLE STATUTE OF LIMITATIONS, AND YOU EXPRESSLY WAIVE THE RIGHT TO FILE AN ACTION OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE IRIDIUM PRODUCT AT ANY TIME BEYOND THE SURVIVAL PERIOD.
MEDIA LICENSE. You hereby grant Iridium a worldwide, unlimited, perpetual, irrevocable, fully paid-up and royalty-free right and license to use, adapt, modify, and reproduce part or all of any media materials (including photos, images, video, social media posts, etc.) shared by you with Iridium or placed in the public domain for Iridium’s business purposes (including Iridium’s marketing endeavors, social media and internet uses) as determined in Iridium’s sole discretion.
ASSIGNMENT; SUBCONTRACTING. This Agreement is personal to you and you may not assign or transfer this Agreement (in whole or in part), or subcontract or delegate your obligations under this Agreement to a third party, without Iridium’s prior written consent. Any attempted assignment, transfer, or delegation by you without Iridium’s prior written consent shall be void and of no effect. We may assign this Agreement in whole or in part or delegate any of its obligations in our discretion.
NOTICES. All notices to Iridium must be in writing and are sufficiently given if sent (a) by email, (b) by hand delivery, or (c) by reputable express courier/registered mail. Unless otherwise instructed, notices to Iridium should be addressed to: Iridium Satellite LLC, Attn: Sales Contracts, 1676 International Drive, Suite 1100, McLean, VA 22102, Email: ContractNotifications@Iridium.com. Email notices are deemed received when read or within three (3) business days of delivery, whichever occurs first; courier/mail notices upon signature or within three (3) business days of delivery, whichever occurs first. Iridium will provide notice to you under this Agreement via the Iridium For Partners (IFP) site and to the email address you provide with your order. You agree that such email address is valid and will be regularly monitored.
SEVERABILITY. If any provision of this Agreement is or becomes, at any time or for any reason, unenforceable or invalid, no other provision of this Agreement shall be affected thereby, and the remaining provisions of this Agreement shall continue with the same force and effect as if such unenforceable or invalid provisions had not been inserted in this Agreement.
WAIVER. The failure of Iridium to enforce any provision of this Agreement or Iridium’s waiver of any breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision or a subsequent breach of the same or a different provision.
RELATIONSHIP OF THE PARTIES. You and Iridium are independent contractors. Nothing in this Agreement shall create, or be deemed to create, a partnership or the relationship of principal and agent or employer and employee between the parties. Neither party has the authority or power to bind, to contract in the name of, or to create a liability for the other in any way or for any purpose.
THIRD-PARTY BENEFICIARIES. Except as expressly provided in this Section, this Agreement is made solely for the benefit of you and Iridium and does not confer any rights on any third parties. Notwithstanding the foregoing, Iridium’s third-party licensors are third-party beneficiaries of the provisions of this Agreement to the extent applicable to the Third-Party Components and your use thereof.
MODIFICATION AND AMENDMENT. Iridium may update or modify this Agreement from time to time. Iridium will provide reasonable notice of any material changes, which may be provided by posting the updated Agreement online or providing notice of such changes to the email address that you provide with your order. Your continued use of the Iridium Product after the effective date of any updated or modified terms of this Agreement will constitute your acceptance of the updated or modified Agreement in full. If you do not agree to any updated or modified terms, you must discontinue all use of the Iridium Product and this Agreement will terminate. You may not modify or amend this Agreement unless Iridium expressly agrees in writing to such modification or amendment.
ENTIRE AGREEMENT; INTERPRETATION. This Agreement sets forth the entire agreement between the parties and supersedes any prior discussions, agreements, or communications between the parties with respect to the subject matter of this Agreement. Headings in this Agreement are for reference only and will not affect the interpretation of any provisions in this Agreement. The words “including”, “includes,” and “include” shall be deemed to be followed by the words “without limitation”, and the word “or” is not exclusive.

ATTACHMENTS – additional terms applicable to the selected Iridium Product

Attachment A .......... Iridium Certus® 9704 Supplemental Terms

Attachment B .......... Iridium 9770 Supplemental Terms

Attachment C .......... Iridium 5AVZT8TASIC Supplemental Terms

Attachment D .......... Iridium 9604 Supplemental and Embedded Software Terms

Incorporated by reference: https://www.iridium.com/resources/?fwp_resource_categories=legal-notice

Attachment A – Iridium 9704 Supplemental Terms

IRIDIUM CERTUS 9704 DEVELOPMENT KITS & TRANSCEIVERS

Part Number

Description

CERTUS9704DEV2401

The Iridium Certus 9704 Development Kit includes Launch Pad, Battery, Antenna, SMA Connector, and SD Card. You are limited to purchase of five (5) Development Kits, depending on availability.

The Iridium Certus 9704 includes test airtime commencing upon your purchase of the Iridium Certus 9704 and continuing until the earlier of: (a) twelve (12) months after the date of purchase; or (b) transmission of one thousand (1,000) Short Burst Data (“SBD”) messages. Upon reaching either threshold, the applicable development kit will be automatically deactivated. Test airtime is provided solely for your internal evaluation, testing, and integration activities and shall not be used to provide any commercial, production, or revenue-generating service, or in any other manner in violation of the Agreement.

CERTUS9704-18

The Iridium Certus 9704 Transceiver is a new narrowband IoT data module which delivers IMT messages to the cloud. You are permitted to make a one-time purchase of a single lot of eighteen (18) 9704 transceivers. Additional 9704 transceivers may not be purchased under this Agreement.

Attachment B – Iridium 9770 Supplemental Terms

IRIDIUM CERTUS 9770
Part Number	Description
Iridium Certus 9770 Developer Kit(s)
CERTUS9770DEV2001	Iridium Certus 9770 Developer Kit Includes (per kit): 1 Iridium Certus 9770 Transceiver and Antenna, USB Cable, SIM card, case, power supply, antenna stand, transceiver adapter board, USB expansion adapter board, mounting screws, user guide, MMCX plug, screwdriver
CERTUS9770	Iridium Certus 9770 Transceiver

Attachment C – IRIDIUM 5AVZT8TASIC SUPPLEMENTAL TERMS

IRIDIUM 5AVZT8TASIC
The Positioning, Navigation, and Timing Application-Specific Integrated Circuit enhances resilience against jamming and spoofing by embedding secure positioning, navigation, and timing data directly into the hardware.
Part Number	Description
5AVZT8TASIC-20	PNT ASIC DevPak – includes twenty (20) 5AVZT8TASIC units and twenty 12-month development subscriptions (STL-NAV)
5AVZT8TEVK	PNT ASIC Eval Kit – includes one Evaluation Kit (EVK6) and one 12-month development subscription (STL-NAV)

Iridium offers the following commercial Position, Navigation, and Timing (PNT) service ("PNT Service"):

This Attachment C (“Attachment”) is made part of the Agreement and sets forth certain additional terms and conditions pursuant to which Iridium grants you with access to the 5AVZT8TASIC that is required for equipment to use the PNT Service(s) expressly identified above solely to evaluate such 5AVZT8TASIC for use with such PNT Service(s) and evaluate equipment incorporating the 5AVZT8TASIC for use with such PNT Service (collectively, the “Evaluation Purpose”, and such equipment “PNT Evaluation Equipment”).

For the avoidance of doubt, each end user’s access to and use of the 5AVZT8TASIC is conditioned upon acceptance of, and subject to, the Agreement, including the Iridium Product Evaluation Terms of Use and End User License Agreement (“TOU and EULA”). You must present this Attachment C and the TOU and EULA to each end user that uses or otherwise receives a 5AVZT8TASIC and ensure that each such end user either signs or otherwise accepts the TOU and EULA or is otherwise bound by its terms with respect to such end user’s use of and access to the 5AVZT8TASIC. You shall use good faith efforts to ensure that each end user understands and complies with the Agreement, including the TOU and EULA. If you become aware of any actual or threatened breach of this Agreement by any end user, you shall notify Iridium of such breach, and shall use best efforts to cure such breach, without prejudice to any right or remedy of Iridium. Iridium and its licensors reserve the right to enforce any of their respective proprietary rights or other rights directly against any you and any end user.

For clarity, neither Iridium nor you are obligated to enter into any further agreement with respect to the Evaluation Purpose or otherwise, including a standard Iridium partner agreement, it being understood that any such agreement shall be subject to the mutual agreement of the Parties acting in their sole discretion. Nothing in this Attachment C authorizes you to sell, offer for sale, market, display, advertise, promote, distribute, or otherwise commercialize any PNT Evaluation Equipment or engage in any communications with any third party regarding this Agreement or its subject matter or any activities conducted hereunder. You have no right under this Agreement to submit any PNT Evaluation Equipment to Iridium for Iridium Compatible Equipment Certification. In order to seek Iridium Compatible Equipment Certification for any equipment developed by you, and authorization to sell or otherwise commercialize such equipment, you must execute a Value Added Manufacturer, or Value Added Reseller Agreement with Iridium, and any end-user use of any such equipment that is ultimately certified by Iridium will be subject to an End User license Agreement (“EULA”) that is a part of the definitive agreement (i.e. Value Added Manufacturer, or Value Added Reseller Agreement).

Restrictions. Without limiting any obligations or restrictions set forth elsewhere in the Agreement, you may not use the 5AVZTATASIC in connection with any equipment for use or intended for use (a) in implementing PNT Services on a SIM or SIM card (excluding location-based authentication); (b) in positioning that does not include PNT Services; (d) in authentication that does not include location; or (e) in high-precision navigation (accuracy less than one meter) use in offshore oil platforms, agriculture, construction, mining and surveying.

Attachment D – IRIDIUM 9604 SUPPLEMENTAL AND EMBEDDED SOFTWARE TERMS

IRIDIUM 9604 (SBD + Cellular (LTE-M) dual-mode)
Part Number	Description
Developer Kit
SBDLTE9604DEV	Iridium 9604 EVK DevKit
SBDLTE9604DEV	The Iridium 9604 module supports Short Burst Data (SBD) over the Iridium satellite network and LTE-M data connectivity over cellular networks, however, initial post launch availability may be limited to Iridium SBD functionality only. The Iridium 9604 includes test airtime commencing upon your purchase of the Iridium 9604 and continuing until the earlier of: (a) twelve (12) months after the date of purchase; or (b) transmission of one thousand (1,000) Short Burst Data (“SBD”) messages. Upon reaching either threshold, the applicable test kit will be automatically deactivated. Test airtime is provided solely for your internal evaluation, testing, and integration activities and shall not be used to provide any commercial, production, or revenue-generating service.
9604 DevPak
SBDLTE9604-25	Iridium 9604 DevPak– Single one time purchase of reel of 25 units

This Attachment D is incorporated into and made a part of the Agreement and sets forth additional terms and conditions that apply to your use of the Iridium 9604 EVK DevKit (SBDLTE9604DEV) and 9604 DevPak (SBDLTE9604-25) (individually, a “9604 Product” and collectively “9604 Products”). Capitalized terms used but not defined in this Attachment D have the meanings ascribed to them in the Agreement. If any terms of this Attachment D conflict with the terms of the Agreement: (a) the conflicting terms of Attachment D will govern with respect to the u-blox Components and their licensing to and access and use by you; and (b) the conflicting terms of the Agreement will govern with respect to all other subject matter.

u-blox Components.
1. The 9604 Products include a modem and/or other hardware and software supplied by Trident IoT LLC (“Trident”), as assignee of u-blox AG (collectively with Trident, “u-blox”) and its third-party providers (collectively, the “u-blox Components”). The u-blox Components are subject to additional third-party terms and conditions, which are set forth in Section 2 of this Attachment D (the “u-blox General Terms and Conditions” or “u-blox GT&Cs”). You acknowledge and agree that your use of 9604 Products shall be and is subject to the u-blox GT&Cs as incorporated into and modified by this Attachment D (the terms of Section 1 of this Attachment D, including the u-blox GT&Cs as incorporated and modified in this Attachment D, the “Supplemental 9604 Terms”), in addition to all applicable terms, conditions, rights, and obligations relating to the 9604 Products and your use thereof set forth elsewhere in this Agreement. For purposes of this Attachment D, the term “Product” as used in the u-blox GT&Cs shall be understood to refer to any and all u-blox Components and the term “Customer” as used in the u-blox GT&Cs shall be understood to refer to you.
2. Direct Enforcement. You acknowledge and agree that you may enforce any of your rights under the Supplemental 9604 Terms directly against, and solely against, Trident and Trident may directly enforce Trident’s rights in the Supplemental 9604 Terms directly against you. You acknowledge and agree, however, that Iridium may also enforce the terms and conditions of the Supplemental 9604 Terms against you and bring claims against you for failure to comply with the same.
3. u-blox GT&Cs Incorporated. Except as expressly set forth below, Section 1 and Sections 10 through 27 of the u-blox GT&Cs are incorporated into and made part of this Attachment D, and without limiting the generality of the foregoing, all use restrictions, warranties and warranty limitations, rights, and indemnities set forth in Section 1 and Sections 10 through 27 of the u-blox GT&Cs that are applicable to the “Products” and “Customer” (as each such term is used in the u-blox GT&Cs) are binding on you with respect to your use of u-blox Components, including with respect to your use of the 9604 Products.
4. Exceptions and Exclusions. Notwithstanding anything to the contrary in the foregoing or as may otherwise be set forth in the u-blox GT&Cs:
  1. Section 2 of the u-blox GT&Cs is not binding upon you and is superseded by the terms in Section 1(e) herein (“Use Restrictions”);
  2. Sections 3 through 9 of the u-blox GT&Cs are not applicable to nor binding upon you. For the avoidance of doubt, your purchase and Iridium’s supply of Products (as such term is defined and used in this Agreement) is, as between you and Iridium, governed solely by the Agreement (exclusive of the u-blox GT&Cs);
  3. The product warranty set forth in Section 10 of the u-blox GT&Cs shall apply for a period of eighteen (18) months from the date of delivery of the applicable u-blox Components to Iridium by u-blox; and
  4. you acknowledge and agree that the “Prime option” standard essential patents coverage described in Section 11 of the u-blox GT&Cs applies to u-blox Components and the “Premium option” standard essential patents coverage does not apply to the u-blox Components.
5. Use Restrictions.
  1. High-Risk Applications. u-blox Components are not intended for use as Critical Components (as defined below) in or with (A) automated driving assistance devices or systems in automotive applications (unless the u-blox Components are ISO 26262 compliant as specified in the u-blox Component data sheet), or (B) any medical life-saving or life support devices or systems, including those intended for surgical implantation or to sustain life; (C) any nuclear facilities; (D) air traffic control devices, applications or systems; (E) any other device, application or system where it is reasonably foreseeable that failure of or unauthorized access to the u-blox Component(s) could lead to death, bodily injury or significant property damage. A component is a “Critical Component” solely if its malfunction or failure could reasonably be expected to cause a device or system to fail or lose effectiveness. u-blox disclaims liability for any of these use cases even if notified and you must indemnify u-blox against claims arising from such use.
  2. Without prejudice to the foregoing, u-blox Components shall not be used in: (A) Weapons of Mass Destruction: in connection with the development, production, handling, operation, maintenance, storage, detection, identification, or dissemination of chemical, biological, or nuclear weapons, nuclear explosive devices, or related delivery systems for such types of weapons; (B) Missile Technology: in connection with the development, production, maintenance, or storage of missiles or unmanned delivery systems capable of delivering the types of weapons set forth in subsection (A); (C) Embargoed Military End-Use: for any military end-use or military end-user in a country or territory that is subject to an arms embargo or equivalent restrictive measures under EU, US, UN, or other applicable law, unless expressly authorized in writing by the competent authorities and u-blox.
6. Additional Passed-Through and Assigned Warranties. In addition to the warranties in the u-blox GT&Cs, Trident represents, warrants, and covenants to Iridium that: (i) each u-blox Component delivered is wholly new and contains new components throughout; and (ii) Trident shall, at delivery, provide Iridium with good and marketable title to all u-blox Components which (subject to the Cellular Product Use Restrictions as detailed in Section 12 of the u-blox GT&Cs) shall be free and clear of any encumbrance at any time. Iridium hereby assigns and passes through to you the additional warranties set forth in this Section 1(f) as applicable to the units of u-blox GT&Cs supplied to you by Iridium.
u-blox General Terms and Conditions –

u-blox logo

u-blox General Terms and Conditions

A. General Terms and Conditions of Sales of u-blox AG (not applicable to Services)

1. 1. General: Unless otherwise expressly agreed in writing, all offers, orders, shipments, uses of u-blox’s firmware, software and hardware (“Products”), as well as third-party software provided by u-blox (“Third Party Software”) are governed by these general terms and conditions (“General Terms and Conditions”). Any terms and conditions stipulated by the customer (“Customer”) which are different from the General Terms and Conditions shall apply only if expressly agreed by u-blox in writing. These General Terms and Conditions constitute the entire, complete and exclusive agreement between u-blox and the Customer (“the parties”). By taking delivery of Products or Third-Party Software or by using support or Data Services, Customer exclusively accepts these General Terms and Conditions.
  2. Use Restrictions: Except where Customer is an authorized u-blox distributor, the resale, rent or lease of standalone Products, or Third Party Software is strictly prohibited. If Customer is a distributor, distributor acknowledges and agrees that it (i) will resell the Products to third parties only in accordance with the restrictions set forth hereunder, and (ii) will include such restrictions in its agreements with such third parties. Customer may not integrate the Products into its own modules for the sale as standalone goods. Products may not be used:
    1. in weapons and weapon systems (e.g., systems for identifying targets or for the guidance of missiles, bombs or bullets (except when exclusively designed for the localization and disablement of land or water-based mines)), including for testing and simulation of such weapon systems;
    2. in military drones, military unmanned vehicles or military robots (except when exclusively designed for localization and disablement of land or water- based mines).
    Products are not intended for use as Critical Components (as defined below) in or in combination with (a) automated driving assistance device or system in any automotive application and mechanism (except where the Products are ISO 26262 compliant as stated in the Product data sheet), or (b) any kind of medical life-saving or life support device or system (including any device or system that is intended for surgical implant into the human body or to support or sustain life) and whose malfunction or failure to perform may result in significant injury or death to the user, or (c) any nuclear facilities, or (d) any air traffic control device, application or system, or (e) any other device, application or system where it is reasonably foreseeable that failure of the Product(s) as used in such device, application or system would lead to death, bodily injury or property damage. A Component is Critical when its malfunction or failure to perform may cause the failure of a device or system, or may affect the effectiveness of such device or system. u-blox excludes its liability for any prohibited use or a use for which Products are not intended even if u-blox has been informed of such use, and Customer shall indemnify u-blox from claims resulting from such use. It is, unless expressly authorized in these Terms and Conditions or by mandatory provisions of law, forbidden to decompile, to detect the source code or the underlying user interface techniques or algorithms of the software, to change, reproduce or develop the software, to take action that would cause the software to be placed in the public domain or open source community or general public libraries, or to reproduce, change or reverse engineer the hardware. Products are subject to further use restrictions as provided hereunder.
  3. Price: All prices and charges are exclusive of VAT, other taxes, withholding tax, duties, bank charges and fees. For accelerated delivery surcharges apply. u-blox reserves the right to modify prices for Products not yet invoiced if:
    1. inflation according to the OECD Product Price Index has increased by at least 3% since issue of the quote. In this situation u-blox may increase the price by the percentage increase of the OECD Product Price Index since issue of the quote or
    2. exchange rate USD to CHF or EUR has changed by more than 5 % since issue of the quote. In this situation u-blox may increase the price by an equal exchange rate percentage or
    3. as provided for under clause 11 and shall notify the Customer thereof as soon as possible.
    Customer specific packaging is subject to extra charge. Shipment costs shall be charged by u-blox at u-blox’s standard rates if no valid account number with an express carrier/package delivery company is specified by Customer in the order.
  4. Payment Terms: Payment is due thirty (30) days from the date of invoice (except for SIM cards). If the Customer delays payment, it shall be liable, without further notice, for default interest at the rate of six (6) % p.a. above the actual base rate of the Swiss national bank. Cheques and money drafts do not constitute payment until they have cleared. Payments other than by cheque or wire transfer require a five (5) %handling fee of the total amount. All bank charges for wire transfer must be borne by the Customer. u-blox may at any time prior to shipment demand advance payment, or satisfactory security, such as a confirmed and irrevocable letter of credit or a bank guarantee (in the format specified by u-blox) to ensure payment. Payment shall be made without set-off, counterclaim, or other deduction save as required by applicable law. Non-payment, set-off counterclaim or deduction by the Customer, save as required by applicable law, shall be deemed as a material breach by the Customer.
  5. Delivery/Risk: Delivery is either FCA Thalwil (Switzerland), FCA Flextronics premises in Althofen (Austria) or FCA Amkor ATP 3 premises in Biñan (Philippines) or FCA Inventec premises in Penang, Malaysia Incoterms 2020. SIM cards are delivered directly by the operator. Products are shipped by u-blox at Customer’s cost and risk to the address indicated in the order. Shipments are in multiples of minimum order quantity (“MOQ”) as applicable for each Product type. For quantities below MOQ a surcharge applies. Late delivery shall not justify termination of the order. Partial delivery is allowed. Delivery times may be extended in the case suppliers extend delivery times or are no longer able to deliver. u-blox shall notify Customer of any extension. u-blox may suspend the delivery of an order i) for the time period during which the value of an order and any outstanding invoices are not covered by the Customer’s credit line as established by u-blox credit insurance on the shipment date or ii) if payments are overdue. u-blox may cancel a suspended order if the value of the order (together with any outstanding invoices) is not covered by u-blox’ credit insurance within a period of three (3) months after the originally confirmed delivery date. u-blox shall inform Customer prior to any cancellation of an order if the placement of an order is exceeding u-blox’s credit insurance limit.
  6. Orders, Call-off Order: Orders shall not be effective until they are confirmed by u-blox’s order confirmation. Under a call-off order the Customer is obliged to call-off the total order volume within one (1) year after the date of u-blox’s call-off order confirmation. Under a “mix and match” order, the Customer is given the option to choose which Products the Customer calls-off, under the condition that the Customer calls-off the total quantity of Products in the call off-order confirmation within a defined period of time. In case Customer does not call-off the entire quantity of the call-off order or the “mix and match” order, as the case may be, within the relevant time period, u-blox may charge fifty percent (50) % of the order price for the quantity the Customer failed to call-off.
  7. Order Changes: The delivery date of a confirmed order can be postponed by Customer to a new delivery date up to one (1) month after the original delivery date, provided the Customer notifies u-blox in writing no later than eight (8) weeks prior to the original confirmed delivery date.
  8. Order Cancellations: In the event Customer cancels all or part of a confirmed order, u-blox may invoice Customer a cancellation charge of fifty per cent (50%) of the order price of the cancelled quantity.
  9. Incoming Inspection: Customer shall perform incoming inspection as necessary to ascertain that the Products shipped correspond to the order confirmation. Customer may reject those Products that do not correspond to the order confirmation within five (5) business days from the receipt of shipment. In the event Customer does not reject the Products within the five (5) business day period, Customer shall be deemed to have accepted the delivered Products in full.
  10. Warranties: u-blox’s Product warranty applies for a period of twelve (12) months from the date of delivery for any proven defects due to bad material or poor workmanship of u-blox’s hardware. Under the warranty, u-blox undertakes, at its sole discretion, to repair or replace the defective hardware or to reimburse the purchase price for the defective hardware. It is the Customer’s responsibility to arrange and pay the return shipment of the defective hardware to u-blox. Return shipment will only be accepted if such shipment is in accordance with the conditions of u-blox’s Return Material Authorization (RMA) Request form. Repaired or replaced hardware will be warranted hereunder only for the remaining portion of the original warranty period. Any guarantee or additional warranty, implied warranty (merchantability or fitness for a particular purpose) or any return due to reasons other than the above-mentioned is expressly excluded. Any removed hardware shall become u-blox’s property. The Customer shall bear the associated costs of replacement of any defective hardware (i.e., removing, transporting and reinstalling). Excluded from u-blox’s warranty are all defects, which result from normal wear and tear or damaging external influences (e.g. electromagnetic, electrolytic, chemical, weather, air pollution), unapproved repairs, improper maintenance or storage, failure to observe the user manual, packaging and mounting instructions, excessive loading, inappropriate or insufficient testing, inappropriate material or processes, failure to implement or to enable the implementation of updates or upgrades of firmware or software (through firmware over the air or otherwise) as recommended by u-blox. Before mass-production, Customer shall perform tests as necessary to assure that the Products are fit for the purpose intended by the Customer. u-blox’s warranty applies only to Products that are identified as “Initial Production”, “Mass Production” or ”End of Life” and not to samples. The warranty terminates upon the Customer’s breach of any obligation under the General Terms and Conditions. A warranty claim must be made within three (3) days after discovery of the defect by Customer, otherwise u-blox’s warranty coverage shall not apply. Support is provided on an “as is” basis and u-blox, its affiliates and third-party licensors expressly disclaim all warranties, whether express, implied or statutory.
  11. Standard Essential Patents: Depending on which option Customer has chosen, either one or the other of the following terms apply:
    
    Premium option terms: Subject to the conditions and limitations of these General Terms and Conditions, u-blox shall cover the Customer for any claim brought against the Customer provided such claim is alleging the modules purchased by the Customer directly from u-blox has infringed patents which are essential (“Standard Essential Patents”) for the 2G, 3G and/or 4G standards (as defined below) as follows: If a third party raises a justified claim against Customer within two (2) years of the date of delivery by u-blox, u-blox shall enter into negotiations with the third party for a fair, reasonable and nondiscriminatory (FRAND) license from the third party for the modules. u-blox has no obligation to enter into such negotiations if (i) the owner of the Standard Essential Patent claims royalties from downstream users and not from module manufacturers, or (ii) Use Restrictions defined hereunder are infringed or, (iii) the Customer (or the Customer‘s customer) has been granted a license for such Standard Essential Patents. In circumstances mentioned under (i), u-blox shall indemnify Customer up to the amount of a fair, reasonable and nondiscriminatory license fee which the owner of the Standard Essential Patent would obtain directly from u-blox for the infringement by u-blox’s module.
    
    u-blox will only cover the Customer if the Customer (a) gives u-blox prompt written notice of any alleged or threatened claim, (b) allows u-blox on its request to control the defense and/or settlement of such claim, (c) does not make any admission as to liability or agree to any settlement without first obtaining u-blox’s written consent and (d) provides to u-blox all reasonable cooperation and information as may be requested by u-blox.
    
    Prime option terms: Customer is entitled to use u-blox’s modules based on the Standard Essential Patents licenses granted to u-blox at the date of the quote/offer to Customer for the relevant Cellular Product Use Restriction category (as defined below).
    
    New Standard Essential Patent licenses entered into by u-blox after the date of the quotation/offer may result in price increases to reflect increased royalty costs.
    
    The Premium option terms do not apply.
    
    Conditions to Standard Essential Patents coverage: Customer represents not to have a license for Standard Essential Patents and shall indemnify u-blox in case of any breach of this representation. u-blox shall not cover the Customer with respect to any claims arising out of or relating to either (a) the use or incorporation in the module of any design, technique or specification originating from, furnished or requested by the Customer if the infringement would not have occurred without such use or incorporation (b) the combination by Customer of the Products (or elements thereof) or incorporation into the modules (or elements thereof) of any other product, software, process, material, component, service, data or subassembly if the infringement would not have occurred without such combination or incorporation (c) Customer not complying with any method or process in which the modules must be used (but this shall not apply when the modules are used by Customer on a standalone basis) (d) the modification of the module by the Customer or any person or entity other than u-blox, if the infringement would not have occurred without such modification (e) any suit or allegation initiated by Customer (by way of example a counter claim), (f) Customer’s failure to use modules or instructions provided by u-blox that would have avoided the infringement or (g) the use of the modules by Customer other than as permitted in the General Terms and Conditions and any related documentation.
    
    This clause states the entire liability and obligation of u-blox and the exclusive remedy of the Customer with respect to any alleged or actual infringement of patents, copyrights, trade secrets, trademarks, or other intellectual property rights.
    
    This clause does not apply to SIM cards.
  12. Cellular Product Use Restrictions
    
    “2G means”: recognized standards officially promulgated by one or more standards setting organizations defining GSM, GPRS, EDGE, GERAN, and TETRA.
    
    “3G means”: recognized standards officially promulgated by one or more standards setting organizations defining CDMA family of standards (e.g., CDMA2000 1xRTT, CDMA2000 EV-DV, CDMA2000 EV-DO Rev A and B); TD-CDMA and TD-SCDMA; WCDMA (FDD and TDD) Releases 99 and 4 through 7; UMTS and any HSPA specifications (e.g., HSDPA, HSUPA and HSPA+) included in Releases 8-10 and subsequent releases, both within the 3rd Generation Partnership Project (3GPP).
    
    “4G” means: recognized standards officially promulgated by one or more standards setting organizations: (i) any and all releases of OFDM-based standards resulting from the Long Term Evolution (LTE) project, the Long Term Evolution Advanced (LTE Advanced) project and the Long Term Evolution Advanced Pro (LTE-A Pro) project, each within the 3GPP, beginning with Release 8 and any and all subsequent releases, and all improvements and revisions thereto; and (ii) the IEEE standard known as 802.16. For the purpose of clarity, 4G Licensed Standards includes, but is not limited to, those standards referred to as LTE Cat 0, LTE Cat M, LTE Cat 1, LTE CAT 4, LTE CAT 6, NB-IoT, and all LPWA and LTE versions (including these and other low-power categories that may eventually be included in a 4G or 5G release, if such categories are LTE air interface based) or included in an LPWA evolution of mMTC based technology. “4G” according to this Agreement does not include any audio including voice-primarily video codec that may be referenced in such 3GPP specifications, e.g. Advanced Audio Coding (AAC), Enhanced Voice Services (EVS), High Efficiency Video Coding (HEVC) or Versatile Video Coding (VVC) and their evolutions.
    
    “Embedded Application” means the use of any assembly, module or modem card, including any 3G or 4G modem, embedded within another product in such a way that such assembly, module or modem card is not attachable to or detachable from such other product by an end-user consumer without the use of a tool.
    
    A Cellular Product as indicated in u-blox’s order confirmation is subject to the following use restrictions (“Use Restrictions”):
    
    “M2M” means a module designed, marketed or sold for use by businesses and consumers principally to allow machines and devices (Devices) to communicate with each other or exchange data without, or with minimum, human interface or interaction. An M2M Device's functionality and use is not primarily related to wireless voice communications and is for permanent integration into a complete Device or item of equipment. Examples of a M2M Device includes: (1) utility meter, (2) vending machine, (3) cargo container, (4) ATM machine, (5) POS device, (6) remote monitoring, automation and control system, (7) digital sign or digital billboard, (8) portable health care device or medical apparatus used to treat a medical condition (e.g., a defibrillator), (9) alarm or security system, or (10) portable tracking devices that are primarily utilized to track people, pets, livestock, wildlife or goods, provided that all of the aforementioned equipment or devices (i) either (A) are data only (i.e. does not support two-way voice communications and does not provide or incorporate any direct connectors and/or pins which are dedicated for audio input/output or a microphone or a means of interfacing a microphone (whether by wire or wireless connection) to such device), or (B) are only capable of transmitting and receiving two-way voice communications to and from a maximum of ten (10) pre-programmed telephone numbers that can only be altered in a set-up mode, and which can be called i) automatically (for example in an emergency, accident or intrusion detection) provided that the Device is not primarily designed to be a 3G or 4G Handset, (ii) cannot provide a wireless hotspot for other subscriber Devices by means of a 3G or 4G wireless technology, and iii) is not a 2G router. For clarity, a 2G M2M module primarily designed for M2M functionality but that has limited voice capability in normal mode of operation is M2M.
    
    “Connected Vehicles” means a module that is used only for permanent integration into a device that cannot be attached or detached from a vehicle by an end user without losing the capability to initiate or receive wireless communication transmissions and is not defined in the “Telematics” use restrictions definition, below.
    
    “Consumer” means a module that must be physically integrated into a device which is a) designed, marketed or sold for use by individuals for entertainment, communications or productivity purposes and not for manufacture and whose primary functionality and use is not related to wireless voice communications and which falls in one of following product categories: cameras, pc card modems, USB sticks, PNDs, mobile computing, gaming, and similar entertainment, communication or productivity devices or b) a computer, including without limitation, a personal computer, laptop, tablet, e-reader, netbook, Mobile Internet Device (MID), or Ultra Mobile Personal Computer (UMPC), or security device.
    
    “Handset” means a 3G or 4G module used in a terminal unit that must be physically integrated into a device marketed and sold for use in a terminal product in final form ready for use by the end user (or substantially completed in a partially or assembled form for final manufacturing, packaging, sale and distribution) that (a) contains the necessary hardware and/or software to enable voice communications (including without limitation using a cellular voice channel, VOIP, or otherwise) without the need to be coupled to another device (though the need to be coupled to a separate microphone or speaker, such as a Bluetooth earpiece (e.g., a watch phone) shall not disqualify a product from being a Handset); and (b) is designed to be easily carried on one’s person (e.g., in one’s hand, on one’s wrist, on one’s ear, or in one’s pocket) or in one’s vehicle. By way of example, Handset includes, without limitation, devices commonly referred to in the industry as low/voice centric phones, smart phones, feature phones, enhanced phones, multimedia-centric phones, smartwatches, wireless-enabled desktop phones, car phones, and wireless-enabled PDAs, but does not include, without limitation, Consumer Electronic Devices, M2M Devices, or Wireless Modules.
    
    ”Telematics” means a module that is used only for permanent integration into a device which (i) is incorporated into and is not detachable from an automobile, truck, bus or ship, and ii) is not capable of initiating or receiving 3G or 4G communication unless such device is physically and electrically connected to an automobile, truck, bus or ship, and iii) is data only, provided that the device may be pre-programmed or configured to make one-way calls to no more than ten (10) telephone numbers (for example, to send alerts in an emergency, accident, receive instruction, or intrusion or similar event), and iv) is not capable of providing a wireless hotspot for, or two-way voice communications with, another device, and v) does not provide any of the following capabilities: navigation assistance, streaming video, streaming audio, web browsing, or other infotainment services. A Telematics module cannot be attached or detached from the vehicle by an end user consumer without losing the capability to initiate or receive wireless communication transmissions. A Telematics module may also be referred to as a “Fleet Tracking Device” module.
    
    “Laptop” means a module that is used only for permanent integration into a complete end-user terminal that (i) is designed primarily for use as a personal computer, (ii) includes a keyboard with a minimum of 26 keys, (iii) has a non-foldable screen with a screen size of at least 7 inches diagonal (or across its largest dimension), (iv) weighs at least 12 ounces, and (v) includes a tracking/pointing stick, touch screen, rollerball or touchpad to move the cursor. The Laptop Module cannot be attached or detached from the terminal by an end-user consumer without the use of a tool.
    
    “3G Other”, “4G Other” are 3G or 4G modules which do not fall into any of the above categories. In-band modem features may only be used for emergency purposes.
    
    Acknowledgment of Use Restrictions: Customer expressly acknowledges and agrees that the Cellular Products purchased by Customer from u-blox may be used by Customer only for the limited purposes specified in the applicable Use Restriction(s).
    
    Audit: Upon u-blox’s reasonable request, made at any time during a five (5) year period following delivery of Products, Customer agrees to provide u-blox with access to its books, records and customer contracts solely to enable u-blox to confirm that Customer has complied with the Use Restrictions set forth herein. Third Party Beneficiary: The parties expressly acknowledge and agree that in the event of Customer’s breach of the Use Restrictions, u-blox’s Standard Essential Patent licensors shall be regarded as third-party beneficiaries (“Third Party Beneficiary”) solely for the purposes of enforcing the terms of this Clause. Furthermore u-blox may assign its right to collect any additional royalties owed to the Third-Party Beneficiary who may collect such additional royalties directly from the Customer (instead of u-blox collecting such additional royalties on behalf of the Third-Party Beneficiary).
  13. Software Licenses: u-blox grants Customer a non-exclusive, non-transferable, worldwide license to use the u-blox software provided to Customer to the extent necessary to operate and use the u-blox hardware. u-blox application software may be modified and sublicensed to the extent necessary for Customer and its own customers to operate and use the Products. The software and the Third-Party Software provided by u-blox is licensed pursuant to the applicable license terms identified hereunder, in a separate agreement, in the applicable source code file(s) and/or file header(s) provided in/with the software, respectively the Third-Party Software, or in the open source software terms as published on www.u-blox.com (Terms & conditions) or on the indicated website (e.g. github), which may be amended by u-blox from time to time.
    
    RIL Software License: In case Customer purchases u-blox cellular Products (2G, 3G, 4G modem modules family) and requires a license to use the radio interface layer (“RIL”) Software (“RIL Software”), the following terms shall apply: u-blox grants Customer a worldwide, non-exclusive, non-transferable, perpetual, without the right to sublicense, free of charge license to compile the RIL Software’s source code (“Source Code”) into object code format in Customer’s platform containing the Product for the development, production (including production by Customer’s subcontractors), sale, distribution, support and demonstration of Customer products (“RIL Software License”). Customer, except where explicitly stated otherwise, furthermore acknowledges and agrees: (i) not to use, copy, modify, port, translate, or otherwise reproduce or create derivative works of the RIL Software without the prior written permission of u-blox; (ii) not to decompile, disassemble, reverse engineer or attempt to reconstruct, identify, discover or disclose any Source Code, underlying user interface techniques or algorithms of the RIL Software; (iii) to reproduce the proprietary notices contained in the RIL Software and to include the applicable copyright notice each time the RIL Software is distributed; (iv) that it must have the appropriate licenses from operating system providers to develop and distribute products with the operating system; (v) to refrain from all illegal conduct and to fulfill all legal requirements placed upon Customer to perform its obligations hereunder; (vi) to not knowingly distribute the RIL Software to any person who infringes the copyright holder’s rights to the RIL Software; (vii) to not distribute or provide access to the Source Code in the open source community or to provide it to general public libraries and to not knowingly take any action that would cause the Source Code to be placed in the public domain; (viii) to ensure the execution of reasonable measures to protect the confidentiality and security of the Source Code (including but not limited to: access only to a controlled group of individuals, no permission to work on development or modification of any competitive software, keep hard disk copies on password protected computers only, no transfer of soft copies across any Internet link except when password protected, keep all hard copies secured, immediately inform u-blox of any unauthorized use or disclosure, cooperate with u-blox to remedy such use or disclosure). In the event of a material violation of these provisions, which has not been cured within thirty (30) days of receipt of written notice from u-blox, u-blox shall be entitled to immediately terminate this license agreement. In such event, Customer shall immediately provide all Source Code to u-blox and certify compliance with these obligations. The RIL Software is delivered on an “as is” basis without warranty, representation or condition of any kind, including without limitation, the implied warranties or conditions of merchantable quality and fitness for a particular purpose. u-blox represents to Customer that, to the best of its knowledge, the RIL Software does not infringe any intellectual property rights of any third party. In no event shall u-blox or its licensors (including their respective licensors or suppliers) be liable for any loss of data, re-procurement costs, loss of revenues, loss of profits, loss of use or for any other consequential, indirect, exemplary, special or incidental damages arising under or in connection with this license, even if the other party has been advised of the possibility of such damages. Customer acknowledges that u-blox disclaims all liability of any nature to Customer’s own customers, whether direct, indirect, incidental, consequential, arising out of the Customer’s own customers’ use of third-party technology utilized with the RIL Software, and Customer agrees that Customer and its own customers shall have no claims against u-blox or its licensors (incl. their respective licensors or suppliers) whatsoever with respect thereto. This license agreement shall continue until terminated by u-blox in accordance with the aforementioned provisions or by Customer upon thirty (30) calendar days’ prior written notice to u-blox. Each party shall return confidential information to the other within thirty (30) days from termination. Customer may dispose of RIL Software in Customer’s inventory within a period of ninety (90) days. Termination of the General Terms and Conditions terminates all of Customer’s license rights under this RIL Software License. Termination shall not affect Customer’s right to develop, produce, sell, distribute, support and demonstrate its products containing the platform with the u-blox Product and the RIL Software in compiled object code form on the termination date. Customer acknowledges and agrees that the RIL Software and its documentation are confidential information of u-blox or its licensors (incl. their respective licensors or suppliers).
  14. Liability: u-blox excludes any liability for any support services. u-blox’s maximum cumulative liability is limited to the lesser of CHF 100,000 or the total payment received by u-blox from Customer during the previous twelve (12) months for the Products giving rise to liability, irrespective of the orders placed by Customer. Any liability which is not expressly mentioned under the General Terms and Conditions and any liability, without limitation, for indirect or consequential damages, loss of profit, irrespective of the grounds on which it is based (including late, partial or no delivery, infringement of intellectual property rights, tort, contract or strict liability), is by u-blox to the maximum extent authorized by law. u-blox’s liability applies only to Products that are identified as “Initial Production”, “Mass Production” or ”End of Life”. Customer using or selling Products in devices or systems where malfunction can result in personal injury or casualties, do so at their own risk and agree to hold u-blox harmless from any claims, liabilities or damages as a consequence. The use or sale of Products in countries subject to different regulations and standards than those in force at u-blox’s place of production, are at Customer’s risk. u-blox will only be liable towards the Customer as per the terms hereof, if the Customer (a) informs u-blox immediately of any issue in the Products giving rise to liability hereunder and cooperates with u-blox to remedy such issue, (b) gives u-blox prompt written notice of any alleged or intended claim with regard to the Products by the Customer or a third party, (c) allows u-blox on its request to control the defense and/or settlement of any claim for which u-blox has an obligation to indemnify hereunder, (d) does not make any admission as to liability or agree to any settlement without first obtaining u-blox’s written consent, and (e) provides to u-blox all reasonable cooperation and information as may be requested by u-blox. In the event that, following the notification of an issue giving rise to liability hereunder and prior to written certification by u-blox that the issue has been remedied, the Customer makes new or additional order/s for Product/s bearing such issue, u-blox shall not be liable and shall not indemnify the Customer for any such new or additional order/s.
  15. Indemnification: Customer shall indemnify and hold u-blox harmless against any and all damages, liabilities, penalties, fines, costs, and expenses, including attorneys’ fees, arising out of claims, suit, allegations or charges of Customer’s failure to comply with the General Terms and Conditions.
  16. Ownership: Ownership of the Hardware shall remain with u-blox until receipt of full payment. No intellectual property rights are assigned or sold.
  17. Pledge or Lien: The Customer shall have no pledge or lien on the Product prior to payment.
  18. Technical Information: Instructions, recommendations, data and drawings in summaries, brochures, datasheets, manuals, catalogues and on u-blox’ website are not binding and do not constitute a warranty (express, implied or statutory). u-blox may modify such information at any time without notice.
  19. Product Change Notification: u-blox may change Products or discontinue a product according to its product change notification procedure.
  20. Confidentiality: Unless a confidentiality agreement applies between the parties (which shall take precedence), the following terms shall apply: technical, financial or commercial information (including the business relationship) disclosed by u-blox to Customer shall be treated by Customer as strictly confidential and may not be copied, modified or disclosed to third parties by Customer. u-blox reserves the right to share Customer’s information with third parties in order to fulfill legitimate business interests or to comply with legal requirements (including but not limited to sharing with u-blox’s auditors or u-blox’s licensors’ auditors, as required by a court order, subpoena or government investigation).
  21. Termination: Either party may terminate a quote, order or license upon the other party’s insolvency, bankruptcy, liquidation or filing of any application therefore, seizure of the other party’s assets or assignment to the benefit of its creditors. u-blox may terminate a quote, order and/or license with immediate effect in case of a material breach of the Customer’s obligations (including but not limited to breach of Use Restrictions). u-blox may terminate a quote, order, delivery, and/or license in case a third-party claim prohibits u-blox to develop, produce, provide, sell or offer for sale a Product, software or license.
  22. Export Control and Regulatory Requirements: Customer represents that i) the Product will not be shipped directly or indirectly to or be transited through the following countries: Russia (including territories occupied in Ukraine), Belarus, Cuba, Iran, Syria, Sudan, North Korea, or to any member state of the Eurasian Economic Union (Armenia, Kazakhstan, Kyrgyzstan), ii) he/she is not aware that the Product is intended for integration in a product for use in any of the aforementioned countries or iii) the Product will not be shipped contrary to export controls or other restrictions under any applicable law or regulation iv) he/she is not on a US or EU denied person or entity list and v) he/she will not sell its product integrating the Product to a customer who is not incorporating into his/her contracts a prohibition to sell its products into any of the aforementioned countries. A breach of the obligations and representations in this clause constitutes a material breach and u-blox may terminate any contractual relationship with the Customer with immediate effect. In addition, u-blox may claim a penalty of 10% of the Product sales price shipped to Customer during the 12 months preceding the breach. At u-blox’s request, Customer will sign a letter confirming the above. Customer is obliged to comply with the regulatory requirements applying to each Product as indicated in the respective Product’s documentation (e.g., U.S. FCC or IC regulations).
  23. Assignment: Customers forbidden to assign its rights and/or obligations in part or entirely to a third party without u-blox’s written approval.
  24. Force Majeure: u-blox shall not be liable for any failure or delay in performance, to the extent the failure or delay is caused by circumstances beyond its reasonable control, whether caused to u-blox directly or to one of its suppliers, which may include (but shall not be limited to) natural disasters, epidemics, diseases, acts or threats of terrorism, cyber-attacks, fire, drought, flood, explosion or other similar or dissimilar acts of God, acts of war, unrest, hostilities (whether war be declared or undeclared), operational disturbances without fault, shortages of components, changes in applicable rules and regulations, strikes, embargo or other acts of governmental or quasi-governmental restrictions or intervention, public disorder, discontinuity of internet or other network access and other unavoidable events. u-blox reserves the right to reschedule any date/s and adjust any price/s in relation to such performance; and Customer shall not be entitled to cancel the order and/or terminate the Agreement due to such failure or delay.
  25. Severability: If any term of the General Terms and Conditions is or becomes illegal, invalid or unenforceable in any applicable jurisdiction, this shall not affect the legality, validity or enforceability of any other term of the General Terms and Conditions, and such term shall be replaced by the term that comes closest to its intended economic purpose to the maximum extent authorized by law.
  26. Law and Jurisdiction: All contracts between the Parties are subject to Singapore material law for Customers located in the Asia Pacific region (APAC) and English material law for Customers located in the rest of the world, excluding any conflicts of law provisions. In the event of any dispute in the APAC region, the place of venue shall be the courts of Singapore and for any dispute in the rest of the world, the place of venue shall be the courts of London, except where u-blox raises a claim at the Customer’s place of residence or at the place of delivery, whereupon the dispute shall be heard in the nearest court to such location.
  27. Survival: Clauses 2, 12 to 16, and 19 to 24 shall survive termination of the General Terms and Conditions.

Your cart is empty

Iridium Product Evaluation Terms of Use and End User License Agreement

Attachment A – Iridium 9704 Supplemental Terms

Attachment B – Iridium 9770 Supplemental Terms

Attachment C – IRIDIUM 5AVZT8TASIC SUPPLEMENTAL TERMS

Attachment D – IRIDIUM 9604 SUPPLEMENTAL AND EMBEDDED SOFTWARE TERMS