Status and Obligation of Customer to comply as Sub-reseller: Customer expressly acknowledges that KORE has entered into long-term agreement(s) with underlying wireless services carriers (“Underlying Carriers”) in its primary markets. Under the terms of these agreements, KORE purchases wireless services and resells these services in conjunction with approved applications. Customer agrees to be bound by the following general terms:
- Required Disclosures. Customer acknowledges and agrees to the following and also agrees that it will disclose the same provisions to its Subscribers:
- Customer has no contractual relationship with the Underlying Carrier and the Customer is not a third party beneficiary of any agreement between KORE and the Underlying Carrier. Customer expressly understands and agrees that the Underlying Carrier shall have no legal, equitable, or other liability of any kind to the Customer or its Subscribers. In any event, regardless of the form of the action, whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, Customer’s exclusive remedy for claims arising in any way in connection with this Agreement, for any cause whatsoever, including but not limited to any failure or disruption of service provided hereunder, is limited to payment of damages in an amount not to exceed the amount paid by the Customer for the services during the two (2) month period preceding the date the claim arose.
- Customer shall indemnify and hold harmless KORE and the Underlying Carrier and its officers, employees, and agents against any and all claims, including without limitation claims for libel, slander, or any property damage, personal injury or death, arising in any way, directly or indirectly, in connection with this Agreement or the use, failure to use, or inability to use the Services except where the claims result from the Underlying Carrier’s gross negligence or willful misconduct. This indemnity shall survive the termination of the Agreement.
- Customer has property interest in any number assigned to it, and understands that any such number can be changed from time to time.
- Customer understands that KORE and the Underlying Carrier cannot guaranty the security of wireless transmissions, and will not be liable for any lack of security relating to the use of the Services.
- Additional Disclosure to Subscribers. Customer will also disclose to the end-users it provides devices to (“Subscribers”) the following provision:
- The Service is for Subscriber’s use only and Subscriber may not resell the Services to any other party.
- Limitations on Service. Customer understands and acknowledges that the Service is made available only within the operating range of the Network. Service may be temporarily refused, interrupted, or limited because of: (a) facilities limitations; (b) transmission limitations caused by atmospheric, terrain, other natural or artificial conditions adversely affecting transmission, and other causes reasonably outside of the Underlying Carrier’s control; or (c) equipment modifications, upgrades, relocations, repairs, and other similar activities necessary for the proper or improved operation of service. Connections may be “dropped” (i.e., involuntarily disconnected) for a variety of reasons, including, without limitation, atmospheric conditions, topography, weak batteries, system overcapacity, movement outside a service area or gaps in coverage within a service area. Neither KORE nor the Underlying Carrier shall incur any liability for the failure to provide adequate services hereunder. Neither KORE nor the Underlying Carrier makes any warranties or representations as to the availability or quality of roaming service provided by other wireless carriers, where available, and neither KORE nor the Underlying Carrier shall have any liability whatsoever for any errors, outages, or failures of roaming services provided by other wireless carriers.
- Approved Devices. Customer is only authorized to use SIMs with the Service that it purchases from KORE. Such SIMs may also only be used with wireless devices approved by Underlying Carrier (“Approved Devices”).
- SIM Prohibitions. Customer must not:
- Insert the SIMs into devices bearing an Underlying Carrier mark, or purchased from Underlying Carrier that has been packaged with an Underlying Carrier SIM;
- sell or convey in any manner SIMs, whether separately or together with an Approved Devices, to any individual or entity other than the expected Subscriber of that SIM and device; or
- program, reprogram, or tamper with the SIMs in any manner.
- Trans-shipped Devices. Subreseller shall not activate any device it has reason to believe was sold by Underlying Carrier to one of underlying Carrier’s dealers or retailers. Those sales are made on the condition that the devices will not be trans-shipped (e. re-sold to third-party retailers or wholesalers.
- Fraudulent Use. Services to a SIM may be restricted or cancelled if there is a reasonable suspicion of abuse or fraudulent use. Customer agrees to make good faith efforts to minimize abuse or fraudulent use, to promptly report to KORE any such abuse or fraudulent use of which Customer becomes aware, and to cooperate in any investigation or prosecution. Abuse and fraudulent use of Services include, but are not limited to:
- attempting or assisting another to access, alter, or interfere with the communications of and/or information about another wireless customer
- tampering with or making an unauthorized connection to the Underlying Carrier Network;
- installing any amplifiers, enhancers, repeaters, or other devices that modify the radio frequencies used to provide the Service;
- subscription fraud;
- using Service in such a manner so as to interfere unreasonably with the use of Service by one or more other wireless customers or End Users or to interfere unreasonably with KORE’s or the Underlying Carrier’s ability to provide Service;
- using Services to convey obscene, salacious, or unlawful information;
- using Services without permission on a stolen or lost device;
- unauthorized access.
- Termination.This Customer’s Agreement will terminate immediately when Underlying Carrier notifies KORE, in Underlying Carrier’s sole discretion, that the Approved Customer is no longer approved. Thereafter, among other things, Customer must immediately stop using and reselling Underlying Carrier’s wireless service.
- Miscellaneous.The validity, construction, and performance of the Agreement shall be governed by and interpreted in accordance with the laws of the United States, State of New York. Customer will comply with all applicable laws, rules and regulations in connection with the Agreement. Underlying Carrier is a third party beneficiary of this Agreement, and may take any equitable or legal action required to enforce its provisions and the terms and conditions of this Agreement.
Use of Marks. Customer will not use any of the Underlying Carrier’s Trademarks, Service Marks, name, logos or other intellectual property (“Marks”) without the consent of the Underlying Carrier with regard to Customer’s specific use of the Underlying Carrier’s Marks. The Underlying Carrier’s consent to allow KORE to use such Marks may not be considered consent for Customer to use such Marks unless Customer is specifically mentioned.
Revision date: October 15, 2015