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Kajeet Master Services Agreement
<br />Standard Terms and Conditions
<br />Scope. This is a framework agreement that governs various transactions including: the resale of hardware devices manufactured by
<br />third parties ("Devices"), access and use of Kajeefs proprietary Sentinel® product ("Sentinel"), access to data over various wireless
<br />carrier networks ("Cellular Access") supported by Kajeet ("Supported Carriers"), and the provision of forward and reverse logistics
<br />support for Devices ("Fulfilment", together with Sentinel, Cellular Access, and other additional services included in an Addendum,
<br />collectively, the -Services"), all as documented by various types of ordering agreements, including purchase orders, statements of work,
<br />executed quotes, task orders, etc. (each an ,Ordering Document"). The specifications (-Specificationsli, for the Services and Devices are
<br />set forth in Exhibit A (Plan Descriptions), applicable Addendum, and in Ordering Documents, The Specifications and Addendum may
<br />contain additional contractual terms and specific limitations an use of the Services. In the event that Customer issues an Ordering
<br />Document (or other communications of any kind that is not mutually executed), any additions or variations made to the terms and
<br />conditions of this Agreement (including terms and conditions contained within or referenced by Customer's purchase orders) are void
<br />and have no effect and this Agreement governs. All purchase orders or other Ordering Documents that are not mutually executed shall
<br />be considered binding upon Customer when submitted and binding upon Kajeet upon Kajeet's written acceptance and/or by invoicing
<br />Customer against such Ordering Document. The Ordering Documents may be subject to E-rate funding that is administered by the
<br />Universal Service Administrative Corp. ("USAC") as set forth in the Telecommunications Act of 1996. All applicable E-rate Services: (i) are
<br />subject to approval by the Federal Communications Commission ("FCC") under the E-rate discount program unless otherwise approved
<br />by Customer; (ii) are in compliance with all applicable E-rate program rules and regulations; and (iii) shall qualify for funding under the
<br />FCC's E-rate program. Kajeet and Customer agree that Customer may intend to recover funds from the E-rate discount program through
<br />the USAC reimbursement process. Both Parties agree that delivery of applicable Services cannot begin prior to April list of the funding
<br />year for which such funds are requested, Customer shall comply with all E-rate program requirements, including the submission of
<br />requests for funding approval to the USAC and the adoption and implementation of an internet safety policy in compliance with the
<br />Children's Internet Protection Act (CIPA).
<br />2 Optional Services. This Agreement may contain optional Services described in an Addendum to this Agreement as indicated on the
<br />Cover Page and initialed by Customer. If so indicated, the applicable Addendum shall be included as a part of this Agreement.
<br />Term. This Agreement shall commence as of the Effective Date, and unless earlier terminated as provided herein, shall continue for a
<br />period that ends twelve (12) months following the expiration or termination of the last existing Service Term (the "Term"). The term for
<br />the specific recurring Services (each a ,,Service Term") is set forth in each Ordering Document.
<br />Sentinel License Grant. The intellectual property rights underlying the Devices resold by Kajeet, Services, and documentation
<br />{,,Documentation") are owned by, and shall remain the sole property of Kajeet and its suppliers including, without limitation, any
<br />derivative works thereto. Kajeet grants Customer and persons authorized by Customer to use the Services ("Subscribers"), in
<br />consideration for Customer's payment obligations, a limited, nontransferable, and nonexclusive right to access and use the Services
<br />strictly during the Service Term and in accordance with the Specifications consistent with the provisions of this Agreement and Ordering
<br />Documents for Customer's, and its Subscribers', internal usage only. No license is granted to access, copy, or use the software that
<br />supports the Services, except in connection with the Services. Kajeet will not be responsible for implementation delays or Services
<br />degradations that are not within its control including, without limitation, implementation delays or Services degradations caused by
<br />Customer, its Subscribers, third -party service providers, or any interconnecting communications carrier.
<br />Limitations on Use. Without express written authorization from Kajeet, Customer or any Subscriber shall not: (i) use, copy, duplicate or
<br />reproduce all or any portion of the Services (including the Documentation) for any purpose other than as specified in this Agreement
<br />and Ordering Documents; (ii) decompile, disassemble, re -program, analyze, reverse engineer any of the Services or otherwise attempt to
<br />reconstruct, identify or discover any underlying ideas, underlying user interface techniques or algorithms, or source code, or disclose any
<br />of the foregoing (except to the extent such restriction is prohibited by law); (iii) except as expressly authorized herein, sell, rent, lease,
<br />license, sublicense or in any way redistribute any or all of the Services; (iv) use the Services to create a service bureau, timesharing
<br />arrangement, or application service provider; (v) modify, adapt, translate, prepare derivative works of all or any portion of the Services
<br />or attempt to do so; (vi) remove, obscure or alter Kajeet's or its suppliers' product identification, copyright notices, trademarks or other
<br />proprietary rights notices affixed to or contained within the Services, Documentation or Devices; (vii) permit the Services or
<br />Documentation to be used, examined, reviewed or inspected by others, other than by Customer's employees, Subscribers, auditors or
<br />governmental agencies as required by law; (viii) unless required by law, disclose the results of any benchmark or evaluation of the Device
<br />or Services to any third party (whether or not obtained with Kajeet's assistance) without Kajeet's prior express written consent; (ix) use
<br />the Services, Documentation or any information contained therein or otherwise provided by Kajeet or its licensors for the purposes of
<br />developing, or having developed, any products or services competitive with the Services; (x) incorporate, link, or distribute Sentinel with
<br />any code or software licensed under the GNU General Public License ("GPL"), Lesser General Public License ("LGPL"), Mozilla, or any
<br />other open source license, in any manner that could cause or could be interpreted or asserted to cause Sentinel (or any modifications
<br />thereto) to become subject to the terms of the GPL, LGPL, Mozilla or such other open source license. Customer and its Subscribers shall
<br />not authorize, or acquiesce in, any other person engaging in any of the foregoing activities, or attempting to do so.
<br />g Invoicing and Payment Terms. Payments by Customer under this Agreement are due as stated in each Ordering Document or, if the
<br />Ordering Document does not state when particular payments are due, then SO days following Customer's receipt of an invoice. All sales
<br />Kajeet Master Services Agreement (E-Rate) Ver, 41114 Rev. November 14, 2024 Page 1
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